Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On April 5, 2021, the Board of Directors (the Board) of Freeport-McMoRan
Inc. (FCX) increased the size of the Board from six to eight directors and
appointed each of David P. Abney and Robert "Bob" W. Dudley to serve as a
director of FCX, effective immediately. Each of Messrs. Abney and Dudley will
serve as a director until FCX's 2021 annual meeting of stockholders and until
his successor is duly elected and qualified. The Board is currently in the
process of reviewing committee assignments.
The Board affirmatively determined that each of Messrs. Abney and Dudley has no
material relationship with FCX and is independent in accordance with the
director independence standards established under FCX's Corporate Governance
Guidelines, which comply with the New York Stock Exchange corporate governance
rules, and other applicable laws, rules and regulations. There is no arrangement
or understanding between either of the new directors and any other person
pursuant to which he was appointed as a director. There are no transactions in
which either of the new directors has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
The Board is currently comprised of eight directors, seven of whom are
independent. As previously announced, Gerald J. Ford, former non-executive
Chairman of the Board, will retire as a director effective upon the expiration
of his current term which ends in connection with FCX's 2021 annual meeting of
stockholders in June 2021, at which time the number of persons serving on the
Board shall decrease to seven directors.
The new directors will be compensated in accordance with FCX's non-management
director compensation program, which is described in FCX's definitive proxy
statement on Schedule 14A filed with the U.S. Securities and Exchange Commission
on April 22, 2020 under the heading "Director Compensation." On April 5, 2021,
each of the new directors received a pro-rata equity award of 700 restricted
stock units, which will vest on the first anniversary of the grant date, or
April 5, 2022.
FCX issued a press release dated April 6, 2021, announcing the appointment of
two independent members to its Board, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Title
99.1 Press release dated April 6, 2021, titled "Freeport-McMoRan Inc. Announces
Appointment of Two Independent Members to its Board of Directors."
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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