Filed: 5 May 21, 3:47pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2021 (April 5, 2021)
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(IRS Employer Identification No.)|
|333 North Central Avenue|
|(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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.10 per share||FCX||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Pursuant to Instruction 2 to Item 5.02 of Form 8-K, Freeport-McMoRan Inc. (FCX) is filing this Amendment No. 1 on Form 8-K/A to amend and supplement its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on April 6, 2021 (the Original Filing) regarding the appointment of David P. Abney and Robert W. “Bob” Dudley to FCX’s Board of Directors (the Board). At the time of the Original Filing, the Board had not made any determination regarding committee assignments for Messrs. Abney and Dudley. FCX is hereby disclosing recent changes to the composition of the standing committees of the Board. Other than the additional disclosure provided herein, no other disclosure reported in the Original Filing is amended pursuant to this amendment.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2021, the Board appointed Mr. Abney to serve on each of the Audit Committee and the Compensation Committee of the Board and Mr. Dudley to serve on each of the Governance Committee and the Corporate Responsibility Committee of the Board. These appointments were effective immediately.
Item 8.01. Other Events.
On May 4, 2021, the Board approved, effective immediately, changes to the membership of its standing committees, which are now composed as follows:
|David P. Abney||X||X|
|Robert W. Dudley||X||X|
|Lydia H. Kennard||Chair||X|
|Dustan E. McCoy||X||Chair|
|John J. Stephens||Chair|
|Frances Fragos Townsend||X||Chair|
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.
By: /s/ Kathleen L. Quirk.
Kathleen L. Quirk.
President and Chief Financial Officer
(authorized signatory and
Principal Financial Officer)
Date: May 5, 2021