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): July 10,
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
1.01. Entry into a Material Definitive Agreement.
On
July
10, 2007, Freeport-McMoRan Copper & Gold Inc.’s (FCX) stockholders approved
amendments to FCX’s 2006 Stock Incentive Plan (Plan). The purpose of the Plan is
to motivate and reward key personnel with stock based-awards at an appropriate
level. In March 2007, FCX completed the acquisition of Phelps Dodge
Corporation (Phelps Dodge), which resulted in Phelps Dodge becoming a wholly
owned subsidiary of FCX. As a result, the number of employees and
consultants who are now eligible to receive awards under our incentive plans
increased by over 200 people. Due in part to our increased employee population,
the Board believed that the number of shares available for grant under FCX’s
incentive plans was inadequate to address FCX’s short-term needs. The
amendments (1) increase the number of shares available for grant under the
Plan
from 12 million to 37 million shares, (2) increase the sublimits under the
Plan
regarding the number of shares that may be granted as restricted stock,
restricted stock units and other stock-based awards, and (3) extend the term
of
the amended and restated Plan to July 10, 2017.
For
further information regarding the amended Plan, see FCX’s 2007 Proxy Statement
filed with the Securities and Exchange Commission on June 5, 2007. The amended
Plan is filed as an exhibit to this Form 8-K (see Exhibit 10.1).
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: July
13, 2007
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Amended
and Restated Freeport-McMoRan Copper & Gold Inc. 2006 Stock Incentive
Plan.
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