Item 2.02. Results of Operations and Financial Condition.
Freeport-McMoRan Inc. ("FCX") issued a press release dated April 24, 2020,
announcing its revised operating plans in response to the COVID-19 pandemic and
reporting its first-quarter 2020 financial and operating results. A copy of the
press release is furnished hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 22, 2020, and in support of the company's efforts to reduce costs and
conserve cash during the current period of uncertainty resulting from low copper
prices and the economic downturn in connection with the COVID-19 pandemic,
senior management recommended and the Compensation Committee of the Board of
Directors of FCX approved a 25% reduction in the base salary of Richard C.
Adkerson, the President and Chief Executive Officer, and Kathleen L. Quirk,
the Executive Vice President and Chief Financial Officer (each an "Executive"),
effective May 1, 2020 through the remainder of 2020. In addition, each Executive
agreed that only 10% of the reduced base salary will be paid in cash to cover
benefit premiums and other scheduled payroll deductions, with the remainder paid
in an award of restricted stock units that will vest on December 31, 2020. Ms.
Quirk and FCX have agreed that these changes will not trigger or otherwise
modify any rights under her employment agreement. Mr. Adkerson does not have an
employment agreement.
Item 7.01. Regulation FD Disclosure.
The slides to be presented in connection with FCX's previously announced
conference call being webcast on the internet at 10:00 a.m. Eastern Time on
April 24, 2020, to discuss FCX's revised operating plans and first-quarter 2020
results are furnished hereto as Exhibit 99.2.
The information furnished pursuant to Item 2.02 and Item 7.01 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Title
99.1 Press release dated April 24, 2020, titled "Freeport-McMoRan Announces
Revised
Operating Plans in Response to the COVID-19 Pandemic and Reports
First-Quarter 2020 Results."
99.2 Slides dated April 24, 2020, titled "FCX Conference Call to Discuss
Revised Operating Plans in Response to COVID-19 Pandemic and
First-Quarter 2020 Results."
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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