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FCX > SEC Filings for FCX > Form 8-K on 18-Jun-2014All Recent SEC Filings

Show all filings for FREEPORT MCMORAN COPPER & GOLD INC

Form 8-K for FREEPORT MCMORAN COPPER & GOLD INC


18-Jun-2014

Change in Directors or Principal Officers, Submission of Matte


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 17, 2014, the stockholders of Freeport-McMoRan Copper & Gold Inc. (the Company) approved the Freeport-McMoRan Copper & Gold Inc. Annual Incentive Plan (the AIP), which will replace the current annual incentive plan for fiscal years 2014 through 2018. The AIP was previously approved by the Compensation Committee of the Board of Directors of the Company (the Compensation Committee) on February 27, 2014 and the structure of the Company's new annual incentive program was described in a Current Report on Form 8-K filed with the United States Securities and Exchange Commission (SEC) on March 3, 2014.

The purpose of the AIP is to provide annual cash incentive award opportunities for the Company's senior executives based on the achievement of pre-established performance goals. The AIP, which will be administered by the Compensation Committee, will be used in fiscal years 2014 through 2018, unless terminated earlier by the Compensation Committee or the Board of Directors. Any officer may be designated by the Compensation Committee as a participant in the AIP for any year in which the AIP is in place.

Under the AIP, participants will earn annual cash awards based on the Company's performance relative to defined goals established by the Compensation Committee each year. No later than 90 days after the beginning of a plan year, the Compensation Committee must establish the performance goals applicable for the plan year and determine each participant's target award. If the minimum performance goals established by the Compensation Committee are not achieved, then no payment will be made under the AIP, and the Compensation Committee has the right to reduce or eliminate a participant's award even if the applicable performance goals are achieved. The AIP provides that no participant may receive an annual award exceeding $5 million for a given year. The AIP was presented to the Company's stockholders for approval in order to protect the Company's tax deductions under Section 162(m) of the Internal Revenue Code for amounts paid under the AIP.

As previously disclosed, our five executive officers are participants in the AIP for 2014. A more detailed description of the terms of the AIP, including the potential payments to our executive officers, can be found in the Company's definitive proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 29, 2014, in the section of the proxy statement entitled, "Proposal No. 4: Approval of the Freeport-McMoRan Copper & Gold Inc. Annual Incentive Plan," and is incorporated by reference herein. The foregoing summary and the summary incorporated by reference from the proxy statement are in their entirety by the full text of the AIP, which is attached hereto as Exhibit 10.1.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2014 annual meeting of stockholders on June 17, 2014 in Wilmington, Delaware. At the annual meeting, the Company's stockholders (1) elected each of the sixteen director nominees listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders, (2) approved, on an advisory basis, the compensation of the Company's named executive officers, (3) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2014 fiscal year, (4) approved the Freeport-McMoRan Copper & Gold Inc. Annual Incentive Plan, and (5) failed to approve a stockholder proposal regarding the selection of a candidate with environmental expertise to be recommended for election to the Company's board of directors.

Of the 1,038,713,778 shares of the Company's common stock outstanding as of the record date, 860,382,397 shares were represented at the annual meeting. The Company's independent inspector of elections reported the vote of stockholders as follows:


Proposal 1: Election of sixteen director nominees.

                                          Votes        Broker
Name                       Votes For     Withheld     Non-Votes

Richard C. Adkerson       676,570,941   12,020,860   171,790,596
Robert J. Allison, Jr.    656,391,123   32,200,678   171,790,596
Alan R. Buckwalter, III   680,361,484    8,230,317   171,790,596
Robert A. Day             668,702,223   19,889,578   171,790,596
James C. Flores           676,132,579   12,459,222   171,790,596
Gerald J. Ford            667,278,072   21,313,729   171,790,596
Thomas A. Fry, III        680,448,967    8,142,834   171,790,596
H. Devon Graham, Jr.      651,350,624   37,241,177   171,790,596
Lydia H. Kennard          675,453,288   13,138,513   171,790,596
Charles C. Krulak         664,602,466   23,989,335   171,790,596
Bobby Lee Lackey          657,009,916   31,581,885   171,790,596
Jon C. Madonna            677,423,476   11,168,325   171,790,596
Dustan E. McCoy           658,970,477   29,621,324   171,790,596
James R. Moffett          666,027,373   22,564,428   171,790,596
Stephen H. Siegele        676,159,460   12,432,341   171,790,596
Frances Fragos Townsend   670,947,353   17,644,448   171,790,596

Proposal 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers.

                  Votes                       Broker
 Votes For       Against      Abstentions    Non-Votes

427,988,005    255,080,848     5,522,948    171,790,596

Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm.

 Votes For    Votes Against   Abstentions

851,176,650     7,095,131      2,110,616



Proposal 4: Approval of the Freeport-McMoRan Copper & Gold Inc. Annual Incentive
            Plan.


                 Votes                      Broker
 Votes For      Against     Abstentions    Non-Votes

663,597,647   22,383,187     2,610,967    171,790,596

Proposal 5: Stockholder proposal regarding the selection of a candidate with environmental expertise to be recommended for election to the Company's board of directors.

                 Votes                       Broker
Votes For       Against      Abstentions    Non-Votes

45,150,351    627,060,548    16,380,902    171,790,596



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The Exhibit included as part of this Current Report is listed in the attached Exhibit Index.


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