NEWMONT Corp /DE/

UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section** 14(a) **of the

Securities Exchange Act of 1934 (Amendment No. )

CHECK THE APPROPRIATE BOX:

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Newmont Corporation

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

LETTER FROM INDEPENDENT CHAIR OF THE

BOARD OF DIRECTORS

Dear Fellow Stockholders:

I am pleased to present Newmont’s Proxy Statement and invite you to join our 2025 Annual Meeting of Stockholders to be held on Wednesday, April 30, 2025, at 8:00 a.m. Mountain Daylight Time. The virtual Annual Meeting will provide all our stockholders with an opportunity to participate, regardless of their geographic location. Please see the Notice of Annual Meeting for more information about how to attend virtually.

2024 was a transformational year for Newmont, marked by the successful integration of the assets acquired at the end of 2023 and the strategic rationalization of the portfolio culminating in announced divestitures of six non-core assets. As a result, Newmont solidified its unrivaled portfolio of Tier 1 gold operations, supported by a robust organic project pipeline with the scale and mine life to sustain the business for decades. Throughout 2024, the Company also focused on operational and financial stabilization amid a shifting gold mining landscape, influenced by market demand dynamics, commodity price fluctuations, and geopolitical realignment. These efforts led to a strong fourth-quarter performance, with record free cash flow demonstrating the value Newmont’s portfolio of assets is capable of generating. Newmont also delivered on its 2024 capital allocation priorities, returning $2.3 billion to shareholders through regular dividends and share repurchases, reducing debt below $8.0 billion, and reinvesting in its assets. Looking ahead to 2025, Newmont’s Board, leadership team, and workforce remain focused on three key priorities: safety, cost management, and productivity.

The members of our Board leverage a wide range of exceptional capabilities, skills and backgrounds to oversee strategy and evaluate risk and performance. The Board’s oversight is guided by Newmont’s purpose: to create value and improve lives through sustainable and responsible mining. The Board understands that transparent and respectful engagement is essential to ensuring our social acceptance and ability to be a trusted leader in mining. For the ninth consecutive year, Newmont was recognized as the sector leader on the Dow Jones Sustainability Index. Newmont is proud to be honored with prestigious global awards, including the Suriname operation’s receipt of the U.S. Secretary of State’s Award for Corporate Excellence, recognizing our dedication to responsible practices.

On behalf of the full Board of Directors, I sincerely thank you for the trust you have placed in the Board and for your continued investment in Newmont. It is a privilege to serve as your Independent Chair and to work closely with my fellow Directors to carry out our fiduciary responsibilities to you, our stockholders.

YOUR VOTE AND FEEDBACK IS IMPORTANT

We encourage you to vote promptly, even if you plan to attend the 2025 Annual Meeting of Stockholders, and to submit questions in advance of the meeting.

We would like to thank our stockholders and other stakeholders for the time they commit to engaging in productive dialogues with Newmont. We are grateful for the feedback shared with our leadership team and directly with members of the Board. The Board considers your input as an important factor in deliberations and decision-making. Please continue to share your opinions, suggestions, and concerns with us.

Thank you for your continued support of Newmont.

Very truly yours,

GREGORY H. BOYCE

Independent Chair of the Board of Directors

NOTICE OF 2025 ANNUAL MEETING OF**

**STOCKHOLDERS

The Annual Meeting of Stockholders of Newmont Corporation will be held at8:00 a.m., Mountain Daylight Time, on Wednesday, April 30, 2025, at****https://meetnow.global/MNHSGC7. At the 2025 Annual Meeting, the stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting.

Record Date: March 3, 2025

Date These Proxy Materials Are First Being Sent to Stockholders: On or about March 19, 2025

The 2025 Annual Meeting of Stockholders is being held in a virtual format conducted solely online which will allow for greater participation regardless of geographic location.

All holders of the Company’s Common Stock, CHESS Depositary Interests (“CDIs”) or PETS Depositary Interests (“PDIs”) as of the Record Date are invited to virtually attend the Annual Meeting.

To participate, holders of Newmont Common Stock will need the unique control number that was included in the proxy materials. If your shares of Common Stock are held in “street name,” meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. Holders of Newmont CDIs and PDIs should follow the instructions in the section entitled “General Information” to obtain a control number.

It is important that your shares be represented at the Annual Meeting whether or not you are able to attend. Please promptly vote your securities at your earliest convenience.

Holders of Newmont Common Stock as of the Record Date may vote online prior to the meeting by visiting http://envisionreports.com/NEM and entering the control number found in your Notice of Internet Availability of Proxy Materials, or, by phone or by mail. You may also vote during the Annual Meeting by visiting https://meetnow.global/MNHSGC7, entering the control number and following the instructions.

Holders of Newmont CDIs and PDIs as of the Record Date may direct the voting of the common stock underlying the Newmont CDIs or PDIs through the Company’s CDI Depositary, CHESS Depositary Nominees Pty Ltd (“CDN”) and PDI Depositary, PNGCSD Nominee Limited (“PNGCSD”), respectively. Each holder of Newmont CDIs and PDIs may instruct CDN or PNGCSD (as applicable) to vote at the Annual Meeting on their behalf: online at www.investorvote.com.au or by contacting Computershare Australia (using the details on the Notice of Access Letter) to request a hard copy of the CDI voting or PDI voting form (as applicable) to be sent in the mail to their registered address. Holders of CDIs and PDIs are invited to attend the Annual Meeting but may not vote electronically during the Annual Meeting. For more detailed information, see the section entitled “General Information—Voting Your Shares — If you hold Newmont CDIs or PDIs.”

Voting online or by telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs. For more detailed information on how to vote and applicable deadlines, see the section entitled “General Information — Voting Your Shares.”

By Order of the Board of Directors,

LOGAN HENNESSEY

Deputy General Counsel and Corporate Secretary

Denver, Colorado

March 14, 2025

-K are available at http://envisionreports.com/NEM​

Scan this QR code to view digital versions of our Proxy Statement and 2024 Annual Report The Notice of Annual Meeting, Proxy Statement, and 2024 Annual Report on Form 10-K are available at http://envisionreports.com/NEM

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