ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

On January 17, 2023, the Board of Directors (the "Board") of Newmont Corporation, a Delaware Corporation (the "Corporation") adopted and approved, effective immediately, the second amended and restated by-laws of the Corporation (the "Amended and Restated By-laws") in order to, among other things:

· Address the universal proxy rules adopted by the U.S. Securities and Exchange


   Commission (the "SEC"), by clarifying that no person may solicit proxies in
   support of a director nominee other than the Board's nominees unless such
   person has complied with Rule 14a-19 under the Securities Exchange Act of 1934,
   as amended, including applicable notice and solicitation requirements;

· Require that a stockholder directly or indirectly soliciting proxies from other


   stockholders use a proxy card color other than white, which shall be reserved
   for exclusive use by the Board; and

· Enhance procedural mechanics and disclosure requirements in connection with


   stockholder nominations of directors and submissions of proposals regarding
   other business at stockholder meetings, including proposed nominees and
   business, and other persons related to a stockholder's solicitation of proxies.

The Amended and Restated By-laws also include certain technical, modernizing and clarifying changes. The Amended and Restated By-laws have also been recently revised to incorporate gender-neutral language in connection with the Corporation's efforts to create an inclusive workplace. The foregoing description of the Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-laws attached hereto as Exhibit 3.1, which is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.






(d) Exhibits



   3.1     Second Amended and Restated By-laws of Newmont Corporation, effective
         as of January 17, 2023.

104 Cover page interactive data file (embedded with the inline XBRL document).

© Edgar Online, source Glimpses