FCXForm8-K-06-10-2015



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): June 10, 2015


FREEPORT-McMoRan INC.
(Exact name of registrant as specified in its charter)


Delaware
001-11307-01
74-2480931
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer Identification No.)

333 North Central Avenue
 
Phoenix, AZ
85004-4414
(Address of principal executive offices)
(Zip Code)

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 5.07    Submission of Matters to a Vote of Security Holders.

Freeport-McMoRan Inc. (the Company) held its 2015 annual meeting of stockholders on June 10, 2015 in Wilmington, Delaware. At the annual meeting, the Company’s stockholders (1) elected each of the sixteen director nominees listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders, (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, (3) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year, (4) reapproved the Section 162(m) performance goals under the Company’s Amended and Restated Stock Incentive Plan, and (5) approved, on an advisory basis, a stockholder proposal regarding proxy access.

Of the 1,040,044,809 shares of the Company’s common stock outstanding as of the record date, 857,761,423 shares were represented at the annual meeting. The Company’s independent inspector of elections reported the vote of stockholders as follows:

Proposal 1:
Election of sixteen director nominees.

Name
 
Votes For
 
Votes
Withheld
 
Broker
Non-Votes
 
 
 
 
 
 
 
Richard C. Adkerson
 
637,676,559
 
27,766,691
 
192,318,173
Robert J. Allison, Jr.
 
608,702,076
 
56,741,174
 
192,318,173
Alan R. Buckwalter, III
 
620,845,572
 
44,597,678
 
192,318,173
Robert A. Day
 
633,504,402
 
31,938,848
 
192,318,173
James C. Flores
 
539,920,210
 
125,523,040
 
192,318,173
Gerald J. Ford
 
567,092,252
 
98,350,998
 
192,318,173
Thomas A. Fry, III
 
620,780,093
 
44,663,157
 
192,318,173
H. Devon Graham, Jr.
 
607,173,741
 
58,269,509
 
192,318,173
Lydia H. Kennard
 
643,755,151
 
21,688,099
 
192,318,173
Charles C. Krulak
 
613,355,355
 
52,087,895
 
192,318,173
Bobby Lee Lackey
 
585,176,523
 
80,266,727
 
192,318,173
Jon C. Madonna
 
639,939,611
 
25,503,639
 
192,318,173
Dustan E. McCoy
 
595,328,499
 
70,114,751
 
192,318,173
James R. Moffett
 
551,330,992
 
114,112,258
 
192,318,173
Stephen H. Siegele
 
637,588,436
 
27,854,814
 
192,318,173
Frances Fragos Townsend
 
619,958,615
 
45,484,635
 
192,318,173

Proposal 2:
Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Votes For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
 
 
 
 
 
 
 
587,783,059
 
71,243,933
 
6,416,258
 
192,318,173

Proposal 3:
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015.

Votes For
 
Votes Against
 
Abstentions
 
 
 
 
 
843,720,904
 
10,820,584
 
3,219,935

    


Proposal 4: Reapproval of the Section 162(m) performance goals under the Company’s Amended and Restated Stock Incentive Plan.

Votes For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
 
 
 
 
 
 
 
606,209,708
 
55,715,851
 
3,517,691
 
192,318,173

Proposal 5:
Approval, on an advisory basis, of a stockholder proposal regarding proxy access.

Votes For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
 
 
 
 
 
 
 
425,900,219
 
230,784,820
 
8,758,211
 
192,318,173





    


SIGNATURES


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 INC.


By: /s/ Kathleen L. Quirk

Kathleen L. Quirk
Executive Vice President, Chief Financial Officer
& Treasurer (authorized signatory and
Principal Financial Officer)

Date: June 12, 2015