NEWMONT MINING CORP /DE/

Transcription

1 NEWMONT MINING CORP /DE/ FORM 8-K (Current report filing) Filed 04/28/14 for the Period Ending 04/23/14 Address 6363 SOUTH FIDDLERS GREEN CIRCLE GREENWOOD VILLAGE, CO Telephone CIK Symbol NEM SIC Code Gold And Silver Ores Industry Gold & Silver Sector Basic Materials Fiscal Year 12/31 Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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): April 23, 2014 Newmont Mining Corporation (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No South Fiddlers Green Circle, Greenwood Village, CO (Address of principal executive offices) (zip code) (303) (Registrant s telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On April 23, 2014, Newmont Mining Corporation, a Delaware Corporation (the Company ) held its 2014 Annual Meeting of Stockholders. The following matters were voted upon at the Annual Meeting: (1) the election of Directors; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company s independent auditors for 2014; (3) the advisory vote on the compensation of the Named Executive Officers; and (4) a stockholder proposal regarding political spending disclosure. The following matters voted on at the Annual Meeting were approved. The voting results were as follows: Proposal #1 Election of Directors % of votes cast Withheld Votes % of votes Broker Non- Votes Name Votes For cast Abstentions Bruce R. Brook 302,149, ,869, ,978,359 71,857,674 J. Kofi Bucknor 301,582, ,411, ,003,866 71,857,674 Vincent. A. Calarco 300,616, ,597, ,783,765 71,857,674 Joseph A. Carrabba 301,575, ,640, ,780,999 71,857,674 Noreen Doyle 302,581, ,671, ,744,303 71,857,674 Gary J. Goldberg 302,917, ,342, ,737,091 71,857,674 Veronica M. Hagen 301,774, ,483, ,739,623 71,857,674 Jane Nelson 301,721, ,519, ,756,358 71,857,674 Donald C. Roth 301,509, ,698, ,788,753 71,857,674 Proposal #2 Ratification of Auditors % of votes cast at the Annual Meeting Votes For 374,267, Votes Against 2,564, Abstentions 1,023, Proposal #3 Advisory Vote on the Compensation of the Named Executive Officers % of votes cast on the Proposal Votes For 275,330, Votes Against 20,179, Abstentions 10,487, Broker Non-Votes 71,858,355 2

4 The following matter voted on at the Annual Meeting was defeated. The voting results were as follows: Proposal #4 Stockholder Proposal Regarding Political Spending Disclosure % of votes cast on the Proposal Votes For 18,025, Votes Against 248,010, Abstentions 39,960, Broker Non-Votes 71,858,355 For purposes of this Item 5.07, percentages have been rounded. ITEM REGULATION FD DISCLOSURE In news releases issued on April 28, 2014, the Company responded to news releases issued by Barrick Gold Corporation. Copies of the Company s news releases are attached as Exhibit 99.1 and Exhibit 99.2 to this report. The information, including Exhibit 99.1 and Exhibit 99.2 attached hereto, in this Item 7.01 of this Current Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise stated in such filing. ITEM FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description of Exhibits 99.1 News Release, dated April 28, News Release, dated April 28,

5 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 28, By: /s/ Stephen P. Gottesfeld Name: Stephen P. Gottesfeld Title: Executive Vice President, General Counsel and Corporate Secretary

6 EXHIBIT INDEX Exhibit Number Description of Exhibits 99.1 News Release, dated April 28, News Release, dated April 28,

7 Exhibit 99.1 News Release Newmont Releases Letter Sent to Barrick Board 04/28/2014 DENVER (BUSINESS WIRE) In response to the press release issued this morning by Barrick Gold Corporation (NYSE:ABX) (TSX:ABX), Newmont Mining Corporation (NYSE:NEM) today released the following letter it sent last week to the Board of Directors of Barrick: April 25, 2014 Board of Directors Barrick Gold Corporation Brookfield Place TD Canada Trust Tower 161 Bay Street, Suite 3700 Toronto, Canada M5J 2S1 Attention: John L. Thornton, Co-Chairman Directors: Over the past number of months, our two companies have been working hard to find a basis on which we could merge and realize their combined strengths. While we were hopeful that we could achieve that goal, it has become evident to us over the past several weeks that the type of constructive, mutually respectful and partnership-oriented relationship necessary to realize the potential benefits of that combination does not yet exist. Our Board has met a number of times since we were twice told definitively last Thursday by your Co-Chairman that the process in which we had been engaged to find a basis to merge our two companies was dead. As you would expect, that unilateral declaration made us question whether we actually shared the vision and values that are necessary to forge a successful new company. Notwithstanding that, we persevered. While our team has found your management team s engagement to be constructive and professional, the same constructive nature cannot be said of our discussions with your Co-Chairman on certain fundamental strategic and structural issues over the past two weeks. Our efforts to find consensus have been rejected out of hand repeatedly. And, as we contemplated further dialogue, we read in the continuing reporting of the transaction in the financial press a pointed characterization of our company as extremely bureaucratic and not shareholder-friendly. Nothing could be further from the truth. Moreover, none of this suggests that we have the mutual respect or shared values today that we believe are necessary for the enterprise that would result from the combination of our companies to realize its full potential. It is, in fact, because of our deep commitment to our shareholders that we reluctantly have had to unanimously conclude that we need to put aside our attempts to resuscitate this initiative and should pursue our course as an independent company. On behalf of the Board, Vincent A. Calarco Chairman

8 About Newmont Founded in 1921 and publicly traded since 1925, Newmont is a leading producer of gold and copper. Headquartered in Colorado, the Company has approximately 32,000 employees and contractors, with the majority working at managed operations in the United States, Australia, New Zealand, Peru, Indonesia and Ghana. Newmont is the only gold company listed in the S&P 500 index and in 2007 became the first gold company selected to be part of the Dow Jones Sustainability World Index. Newmont is an industry leader in value creation, supported by its leading technical, environmental, and health and safety performance. Cautionary Statement Regarding Forward Looking Statements, Including Outlook: This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements may include, without limitation: (i) estimates of future production and sales; (ii) estimates of future costs applicable to sales and All-in sustaining costs; (iii) estimates of future consolidated and attributable capital expenditures; (iv) plans and expectations to reduce costs and expenditures; (v) expectations regarding the development, growth and exploration potential of the Company s projects; and (vi) expectations regarding the timing and/or likelihood of closing the term loan. Estimates or expectations of future events or results are based upon certain assumptions, which may prove to be incorrect. Such assumptions, include, but are not limited to: (i) there being no significant change to current geotechnical, metallurgical, hydrological and other physical conditions; (ii) permitting, development, operations and expansion of the Company s projects being consistent with current expectations and mine plans, including without limitation receipt of export approvals; (iii) political developments in any jurisdiction in which the Company operates being consistent with its current expectations; (iv) certain exchange rate assumptions for the Australian dollar to the U.S. dollar, as well as other the exchange rates being approximately consistent with current levels; (v) certain price assumptions for gold, copper and oil; (vi) prices for key supplies being approximately consistent with current levels; and (vii) the accuracy of our current mineral reserve and mineral resource estimates. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Such risks include, but are not limited to, gold and other metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, political and operational risks, community relations, conflict resolution and outcome of projects or oppositions and governmental regulation and judicial outcomes. For a more detailed discussion of such risks and other factors, see the Company s 2013 Annual Report on Form 10-K, filed on February 21, 2014, with the Securities and Exchange Commission, as well as the Company s other SEC filings. The Company does not undertake any obligation to release publicly revisions to any forwardlooking statement, including, without limitation, outlook, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forwardlooking statements is at investors own risk. Source: Newmont Mining Corporation Newmont Mining Corporation Media Contact Omar Jabara, omar.jabara@newmont.com or Investor Contact Kirsten Benefiel, kirsten.benefiel@newmont.com

9 Exhibit 99.2 News Release Newmont Responds to Barrick Press Release 04/28/2014 DENVER (BUSINESS WIRE) In response to the most recent press release issued by Barrick Gold Corporation (NYSE: ABX) (TSX: ABX), Newmont Mining Corporation (NYSE: NEM) confirms that the two companies had settled a preliminary draft summary of indicative terms for discussion purposes. Newmont did not renege and strongly disagrees with Barrick s characterization of events that followed. As previously disclosed, discussions with the Co-Chairman of Barrick on certain fundamental strategic and structural issues proved to be unproductive and agreement could not be reached. About Newmont Founded in 1921 and publicly traded since 1925, Newmont is a leading producer of gold and copper. Headquartered in Colorado, the Company has approximately 30,000 employees and contractors, with the majority working at managed operations in the United States, Australia, New Zealand, Peru, Indonesia and Ghana. Newmont is the only gold company listed in the S&P 500 index and in 2007 became the first gold company selected to be part of the Dow Jones Sustainability World Index. Newmont is an industry leader in value creation, supported by its leading technical, environmental, and health and safety performance. Cautionary Statement Regarding Forward Looking Statements, Including Outlook: This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements may include, without limitation: (i) estimates of future production and sales; (ii) estimates of future costs applicable to sales and All-in sustaining costs; (iii) estimates of future consolidated and attributable capital expenditures; (iv) plans and expectations to reduce costs and expenditures; (v) expectations regarding the development, growth and exploration potential of the Company s projects; and (vi) expectations regarding the timing and/or likelihood of closing the term loan. Estimates or expectations of future events or results are based upon certain assumptions, which may prove to be incorrect. Such assumptions, include, but are not limited to: (i) there being no significant change to current geotechnical, metallurgical, hydrological and other physical conditions; (ii) permitting, development, operations and expansion of the Company s projects being consistent with current expectations and mine plans, including without limitation receipt of export approvals; (iii) political developments in any jurisdiction in which the Company operates being consistent with its current expectations; (iv) certain exchange rate assumptions for the Australian dollar to the U.S. dollar, as well as other the exchange rates being approximately consistent with current levels; (v) certain price assumptions for gold, copper and oil; (vi) prices for key supplies being approximately consistent with current levels; and (vii) the accuracy of our current mineral reserve and mineral resource estimates. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Such risks include, but are not limited to, gold and other metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, political and operational risks, community relations, conflict resolution and outcome of projects or oppositions and governmental regulation and judicial outcomes. For a more detailed discussion of such risks and other factors, see the Company s 2013 Annual Report on Form 10-K, filed on February 21, 2014, with the Securities and Exchange Commission, as well as the Company s other SEC filings. The Company does not undertake any obligation to release publicly revisions to any forwardlooking statement, including, without limitation, outlook, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forwardlooking statements is at investors own risk.

10 Source: Newmont Mining Corporation Newmont Mining Corporation Media Contact Omar Jabara, or Investor Contact Kirsten Benefiel,