UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): May 1, 2007
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9916
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74-2480931
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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One
North Central Avenue
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Phoenix,
Arizona
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85004-4414
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (602) 366-8100
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d)
As
previously reported, Charles C. Krulak, Dustan E. McCoy and Jon C. Madonna
were
elected to the Board of Directors of Freeport-McMoRan Copper & Gold Inc.
(FCX) effective March 19, 2007. On May 1, 2007, the FCX Board of Directors
appointed Mr. Madonna to the Audit Committee and also determined that Mr.
Madonna qualifies as an “audit committee financial expert,” as such term is
defined by the rules of the Securities and Exchange Commission. The Board also
appointed Messrs. Krulak and McCoy to the Public Policy Committee.
(e)
On
May 1, 2007, the Corporate Personnel Committee of FCX’s Board of Directors
authorized annual salaries for the following executive officers, as follows:
Richard C. Adkerson, Chief Executive Officer ($2.5 million), Timothy R. Snider,
President and Chief Operating Officer ($750,000), Kathleen L. Quirk, Executive
Vice President, Chief Financial Officer and Treasurer ($650,000) and Michael
J.
Arnold, Executive Vice President and Chief Administrative Officer ($550,000).
The annual salaries are effective May 1, 2007, except for Mr. Snider’s, whose
salary is effective as of April 1, 2007.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
On
May 1, 2007, the Board of Directors of FCX approved amendments to FCX’s By-Laws
to provide for separate positions for the offices of President and Chief
Executive Officer. In particular, the Board of Directors amended Article XII
and
other articles referencing the President, added new Article XIII, and renumbered
Articles XIII through XXVI (see Exhibit 3.3).
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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
FREEPORT-McMoRan
COPPER & GOLD INC.
By:
/s/
C. Donald Whitmire, Jr.
----------------------------------------
C.
Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date:
May
4, 2007
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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FCX
Amended and Restated By-Laws, as amended through May 1,
2007.
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