Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
March 11 2024 - 3:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934 (Amendment No.       )
x Filed by the Registrant
¨ Filed by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
¨ Preliminary Proxy Statement
¨ Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Under Rule 14a-12
Newmont Corporation
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
x No fee required
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by
Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
| Step 1: Go to www.envisionreports.com/NEM.
Step 2: Click on Cast Your Vote or Request Materials.
Step 3: Follow the instructions on the screen to log in.
www.envisionreports.com/NEM
Online
Go to www.envisionreports.com/NEM or scan
the QR code — login details are located in the
shaded bar below.
Stockholder Meeting Notice
03XU1E
+
+
Important Notice Regarding the Availability of Proxy Materials for the
Newmont Corporation Annual Stockholder Meeting to be Held on Wednesday, April 24, 2024
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual
stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or
request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.
We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2024
Proxy Statement and the 2023 Annual Report on Form 10-K to Stockholders are available at:
Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request
one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side
on or before April 16, 2024 to facilitate timely delivery.
2NOT
Easy Online Access — View your proxy materials and vote.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Step 4: Make your selections as instructed on each screen for your delivery preferences.
Step 5: Vote your shares. |
| Here’s how to order a copy of the proxy materials and select delivery preferences:
Current and future delivery requests can be submitted using the options below.
If you request an email copy, you will receive an email with a link to the current meeting materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.
— Internet – Go to www.envisionreports.com/NEM. Click Cast Your Vote or Request Materials.
— Phone – Call us free of charge at 1-866-641-4276.
— Email – Send an email to investorvote@computershare.com with “Proxy Materials Newmont Corporation” in the subject line. Include
your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of
the meeting materials.
To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by April 16, 2024.
The 2024 Annual Meeting of Stockholders of Newmont Corporation will be held on Wednesday, April 24, 2024 at
8:00 A.M. Mountain Daylight Time, virtually via the internet at https://meetnow.global/MKS9NSL.
Proposals to be voted on at the meeting are listed below, along with the Board of Directors’ recommendations.
The Board of Directors recommends a vote FOR proposals One, Two and Three:
1. Election of Directors:
01 - Philip Aiken AM
02 - Gregory H. Boyce
03 - Bruce R. Brook
04 - Maura J. Clark
05 - Emma FitzGerald
06 - Sally-Anne Layman
07 - José Manuel Madero
08 - René Médori
09 - Jane Nelson
10 - Thomas R. Palmer
11 - Julio M. Quintana
12 - Susan N. Story
2. Approval of the advisory resolution on Newmont’s executive compensation.
3. Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’s independent registered
public accounting firm for the fiscal year ended December 31, 2024.
The Board of Directors has fixed the close of business on February 27, 2024, as the record date (the “Record Date”) for the determination of stockholders
entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to
receive a proxy card.
Stockholder Meeting Notice |
| SRN/HIN: I9999999999
See the reverse side of this notice to obtain
proxy materials and voting instructions
www.investorvote.com.au
To vote online, 24 hours a day, 7 days a week:
Cast your vote Your secure access information is:
Control Number: 999999
PIN: 99999
Access the meeting documents
Review and update your securityholding
For all enquiries call:
(within Australia) 1300 850 505
(outside Australia) +61 3 9415 4000
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be held on 24 April 2024
PLEASE NOTE: For security reasons it is important that you keep your
SRN/HIN confidential.
You are receiving this communication because you hold CDIs or PDIs in Newmont Corporation. This is not a ballot.
You cannot use this notice to vote the shares underlying the CDIs or PDIs. This communication presents only an
overview of the more complete proxy materials that are available to you on the internet. You may view the proxy
materials online at www.investorvote.com.au or easily request a paper copy (see reverse side). We encourage
you to access and review all of the important information contained in the proxy materials before voting.
For your vote to be effective it must be received by 5.00pm (Australian Eastern Standard Time) on Thursday,
18 April 2024.
Meeting Type: 2024 Annual General Meeting
For holders as of:
Date:
Location:
Meeting Information
Wednesday, 24 April 2024 8:00am (Mountain Daylight Time)
To be held online at meetnow.global/MKS9NSL
Time:
27 February 2024
NEM
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001
*L000001* |
| 1. Election of Directors
01. Philip Aiken AM
02. Gregory H. Boyce
03. Bruce R. Brook
04. Maura J. Clark
05. Emma FitzGerald
06. Sally-Anne Layman
07. José Manuel Madero
08. René Médori
09. Jane Nelson
10. Thomas R. Palmer
11. Julio M. Quintana
12. Susan N. Story
2. Approval of the advisory resolution on Newmont’s executive compensation.
3. Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’s independent registered public
accounting firm for the fiscal year ended December 31, 2024.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
CDI/PDI Voting Instruction Form Notice of Meeting and Proxy Statement Annual Report
How to View Online:
Have the 6-Digit Control Number available (located on the front of this document) and visit: www.investorvote.com.au
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
requesting a copy. Please choose one of the following methods to make your request:
1) BY TELEPHONE: (within Australia) 1300 850 505 or (outside Australia) +61 3 9415 4000
2) BY E-MAIL*: Web.Queries@computershare.com.au
Please make the request as instructed above on or before 4.00pm Friday, 12 April 2024 (Australian Eastern Daylight
Time) to facilitate timely delivery.
*If requesting materials by e-mail, please send an e-mail containing your registered name, address and SRN/HIN.
How To Vote
Please Choose One of the Following Voting Methods
Voting Items
The Board of Directors recommends you vote FOR the following:
Vote By Internet: To vote now by internet, go to www.investorvote.com.au. Have the 6-Digit Control Number
available and follow the instructions.
Vote By Mail: If you have received, by request, a hard copy of the voting instruction form, and wish to submit
your voting instruction by mail, you should complete and return the voting instruction form to:
Computershare Investor Services
GPO Box 242
Melbourne VIC 3001 |
| Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common
Stock, so that every 1 (one) CDI registered in your name on Tuesday 27 February 2024
entitles you to one vote.
You can vote by completing, signing and returning your CDI Voting Instruction Form. This form
gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the
underlying shares on your behalf. You need to return the form no later than the time and date
shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS
Depositary Interest votes and to vote on the underlying shares.
For your vote to be effective it must be
received by 5:00pm (AEST) on Thursday 18
April 2024.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
CDI Voting Instruction Form
Lodge your Form:
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
How to Vote on Items of Business
SIGNING INSTRUCTIONS FOR POSTAL FORMS
XX
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the Australian
registry, please attach a certified photocopy of the Power of Attorney to this form when you
return it.
Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in
the boxes provided, which state the office held by the signatory, ie Sole Director, Sole
Company Secretary or Director and Company Secretary. Delete titles as applicable.
You may elect to receive meeting-related
documents, or request a particular one, in
electronic or physical form and may elect
not to receive annual reports. To do so,
contact Computershare.
Samples/000001/000002/i12
*M00000112Q02* |
| 1. Election of Directors
01 Philip Aiken AM
02 Gregory H. Boyce
03 Bruce R. Brook
04 Maura J. Clark
05 Emma FitzGerald
06 Sally-Anne Layman
07 José Manuel Madero
08 René Médori
09 Jane Nelson
10 Thomas R. Palmer
11 Julio M. Quintana
12 Susan N. Story
2. Approval of the advisory resolution on Newmont’s executive compensation.
3. Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’s independent registered
public accounting firm for the fiscal year ended December 31, 2024.
306626_01_V4
For Withhold
For Against Abstain
The Board of Directors recommends a vote FOR proposals One, Two and Three.
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
I/We being a holder of CHESS Depositary Interests of Newmont Corporation hereby direct CHESS Depositary Nominees Pty Ltd to vote the
shares underlying my/our holding at the Annual General Meeting of Newmont Corporation to be held online at https://meetnow.global/MKS9NSL
on Wednesday 24 April 2024 at 8:00am (Mountain Daylight Time) and at any adjournment or postponement of that meeting.
By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their
substitutes to vote in their discretion on such business as may properly come before the meeting.
N E M 3 0 6 6 2 6 A
Voting Instructions to CHESS Depositary Nominees Pty Ltd
CHESS Depositary Nominees Pty Ltd will vote as directed
CDI Voting Instruction Form Please mark to indicate your directions
Step 1
XX
Step 2
This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary
Update your communication details By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
(Optional)
Step 3
Signature of Securityholder(s)
Date
/ /
|
| Each PETS Depositary Interest (PDI) is equivalent to one share of Company Common Stock,
so that every 1 (one) PDI registered in your name on Tuesday 27 February 2024 entitles you
to one vote.
You can vote by completing, signing and returning your PDI Voting Instruction Form. This form
gives your voting instructions to PNGCSD Nominee Limited, which will vote the underlying
shares on your behalf. You need to return the form no later than the time and date shown
above to give PNGCSD Nominee Limited enough time to tabulate all PETS Depositary
Interest votes and to vote on the underlying shares.
For your vote to be effective it must be
received by 5:00pm (AEST) on Thursday 18
April 2024.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
PDI Voting Instruction Form
Lodge your Form:
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
How to Vote on Items of Business
SIGNING INSTRUCTIONS FOR POSTAL FORMS
XX
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the Australian
registry, please attach a certified photocopy of the Power of Attorney to this form when you
return it.
Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in
the boxes provided, which state the office held by the signatory, ie Sole Director, Sole
Company Secretary or Director and Company Secretary. Delete titles as applicable.
You may elect to receive meeting-related
documents, or request a particular one, in
electronic or physical form and may elect
not to receive annual reports. To do so,
contact Computershare.
Samples/000001/000001/i12
*S00000112Q01* |
|
1. Election of Directors
01 Philip Aiken AM
02 Gregory H. Boyce
03 Bruce R. Brook
04 Maura J. Clark
05 Emma FitzGerald
06 Sally-Anne Layman
07 José Manuel Madero
08 René Médori
09 Jane Nelson
10 Thomas R. Palmer
11 Julio M. Quintana
12 Susan N. Story
2. Approval of the advisory resolution on Newmont’s executive compensation.
3. Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’s independent registered
public accounting firm for the fiscal year ended December 31, 2024.
306626_01_V4
For Withhold
For Against Abstain
The Board of Directors recommends a vote FOR proposals One, Two and Three.
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
I/We being a holder of PETS Depositary Interests of Newmont Corporation hereby direct PNGCSD Nominee Limited to vote the shares
underlying my/our holding at the Annual General Meeting of Newmont Corporation to be held online at https://meetnow.global/MKS9NSL on
Wednesday 24 April 2024 at 8:00am (Mountain Daylight Time) and at any adjournment or postponement of that meeting.
By execution of this PDI Voting Form the undersigned hereby authorises PNGCSD Nominee Limited to appoint such proxies or their substitutes
to vote in their discretion on such business as may properly come before the meeting.
Voting Instructions to PNGCSD Nominee Limited
PNGCSD Nominee Limited will vote as directed
PDI Voting Instruction Form Please mark to indicate your directions
Step 1
XX
Step 2
This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary
Update your communication details By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
(Optional)
Step 3
Signature of Securityholder(s)
Date
/ /
N E M 3 0 6 6 2 6 B |
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