Hello, and welcome to the annual meeting of stockholders of the Newmont Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. Registered shareholders can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Newmont's Corporate Secretary, Logan Hennessey. The floor is yours.
Thank you, Operator. Good morning and welcome to Newmont's annual meeting of stockholders. I'll pause for a moment to confirm with our meeting administrators that you're able to hear us online. Investors are reminded that today's virtual meeting will be conducted as a live audio-only webcast. I'd like to call your attention to the rules of conduct and agenda for this meeting. These are available in the documents section of the web portal. If you're joining as a registered stockholder and you wish to vote during the meeting or submit a question during the meeting, you will need to sign in using the 15-digit control number on the proxy card or notice of availability you previously received. I'd like to recognize that all of our director nominees have joined us for the meeting today, as well as the members of the executive leadership team.
Also attending today are representatives of Ernst & Young, the company's independent auditor. During the meeting, any questions submitted should pertain to the proposal being considered at that particular time and may be submitted in the field provided in the web portal at or before the time of the specific order of business. Following the close of voting and formal business, our President and Chief Executive Officer, Tom Palmer, will also be available to respond to questions. With that, I'm pleased to turn the meeting over to Greg Boyce, independent chair of the board of Newmont Corporation.
Good morning. On behalf of the board, I'd like to thank you for your continued support of Newmont and for attending this annual meeting. I will now ask our system administrator to open the voting and questions function on the portal at this time, and we'll call the formal meeting to order. In accordance with our bylaws, I'll be serving as the chair of this meeting, and Logan Hennessey will be serving as secretary of this meeting. All stockholders of record as of the close of business on March 3, 2025, are entitled to vote at this meeting, and each stockholder is entitled to one vote for each share held in their name. The list of the stockholders entitled to vote at this meeting has been available for inspection.
Computershare has provided an affidavit of mailing indicating that notice of this meeting has been given in accordance with this company's Bylaws. Next, I'd like to announce that Deborah Bass, a representative of Computershare, has been appointed to serve as our inspector of election for this meeting. The inspector of election has filed the oath of office as inspector of election with the secretary of the meeting for inclusion in the minutes of this meeting. Ms. Hennessey, will you please present your report of attendance?
Yes, thank you. I've been informed by the inspector of election that there are 853,979,827 shares represented by proxy, or approximately 75.76% of all shares outstanding as of the record date. The shares represented exceed 50% of the total shares entitled to vote at this meeting.
Thank you. Therefore, we have a quorum. I now declare that the 2025 annual meeting of stockholders of Newmont Corporation is officially convened. The notice of annual meeting listed three specific matters to be considered at this meeting. The first matter to be voted on is the election of directors. Information concerning the nominees has been provided in the proxy statement. No other nominations were received prior to the deadline established in Newmont's bylaws. Therefore, no nominations may be made at this meeting. There being no further nominations, the nominations are closed. The board of directors recommends a vote for all the nominees. Are there any comments or questions on this proposal? I'll pause for a moment to confirm with Ms. Hennessey whether any pertinent questions or comments have been submitted.
Thank you, Mr. Chair. We're checking the questions online now. No questions have been presented on this proposal. You may now move to the next item of business.
Thank you. Let's continue with the next matter to be voted on: the advisory approval of our executive compensation. The board of directors recommends a vote for the approval in an advisory manner for our executive compensation described in the proxy statement under proposal two. This advisory vote serves as a tool to guide the board and the Leadership Development and Compensation Committee in continuing to improve the alignment of executive compensation programs with the interest of the company and its stockholders. Are there any comments or discussions on this matter?
Thank you. We're checking again. Being no questions have been presented on this proposal, you may now move to the next item of business.
The board of directors has approved the proposal to ratify the Audit Committee appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and recommends that stockholders vote for approval of this proposal. Information concerning this proposal was furnished in the proxy statement under proposal three. Are there any comments or discussions on this proposal?
Thank you. I'll pause briefly to confirm no questions. No questions have been presented on this proposal, which concludes the formal opportunity for questions on proposal.
Thank you, Ms. Hennessey. This concludes the discussion on the matters before the meeting. The polls for online voting on all matters are open. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. If you've previously voted by proxy, you do not need to vote today unless you wish to change your vote. Ms. Hennessey, can you confirm that participants have had an opportunity to vote and that we may proceed?
Thank you. Yes, I can confirm.
The polls have now closed, and the inspector of election has completed tabulating the votes. Ms. Hennessey, will you now present the preliminary results of the voting?
Thank you. The inspector of election has submitted the preliminary reports. With respect to proposal one, election of directors, each nominee has received votes of more than a substantial majority of the shares represented by proxy or at this meeting. With respect to proposal two, advisory approval of executive compensation has also been approved by more than a majority of the votes cast. With respect to proposal three, ratification of auditors, more than a majority of the shares cast have also voted in favor. The detailed voting results will be recorded in the corporate record and also reported with the U.S. SEC on Form 8-K.
Thank you, Ms. Hennessey. As you've heard, each of the 12 nominees has received a majority vote. I therefore declare that the nominees are duly elected as directors of the company. Proposal two, approval of the advisory resolution of our executive compensation, has received a majority vote. Therefore, I declare that the company's stockholders have approved the say-on-pay resolution. Proposal three, the proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm, received a vote of majority. Therefore, I declare the company's stockholders have approved proposal three. We now have addressed all the items on today's agenda. The meeting is now adjourned. This annual meeting is hereby concluded. Ladies and gentlemen, thank you for attending today's meeting.
I'd now like to introduce Tom Palmer, our President and Chief Executive Officer, who is available to respond to appropriate questions or comments submitted via the portal.
Thank you, Greg. Ms. Hennessey, can you please advise if any questions have been submitted?
Thank you, Mr. Palmer. Being no questions for Mr. Palmer, we'll pause briefly to check the portal again. There being no questions for Mr. Palmer, we will close the call. Thank you for your time and attendance.
This concludes the meeting. You may now disconnect. Hello and welcome to the annual meeting of stockholders of the Newmont Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. Registered shareholders can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Newmont's Corporate Secretary, Logan Hennessey. The floor is yours.
Thank you, Operator. Good morning and welcome to Newmont's annual meeting of stockholders. I'll pause for a moment to confirm with our meeting administrators that you're able to hear us online. Investors are reminded that today's virtual meeting will be conducted as a live audio-only webcast. I'd like to call your attention to the rules of conduct and agenda for this meeting. These are available in the documents section of the web portal. If you're joining as a registered stockholder and you wish to vote during the meeting or submit a question during the meeting, you will need to sign in using the 15-digit control number on the proxy card or notice of availability you previously received. I'd like to recognize that all of our director nominees have joined us for the meeting today, as well as the members of the executive leadership team.
Also attending today are representatives of Ernst & Young, the company's independent auditor. During the meeting, any questions submitted should pertain to the proposal being considered at that particular time and may be submitted in the field provided in the web portal at or before the time of the specific order of business. Following the close of voting and formal business, our President and Chief Executive Officer, Tom Palmer, will also be available to respond to questions. With that, I'm pleased to turn the meeting over to Greg Boyse, independent chair of the board of Newmont Corporation.
Good morning. On behalf of the board, I'd like to thank you for your continued support of Newmont and for attending this annual meeting. I will now ask our system administrator to open the voting and questions function on the portal at this time, and we'll call the formal meeting to order. In accordance with our bylaws, I'll be serving as the chair of this meeting, and Logan Hennessey will be serving as secretary of this meeting. All stockholders of record as of the close of business on March 3, 2025, are entitled to vote at this meeting, and each stockholder is entitled to one vote for each share held in their name. A list of the stockholders entitled to vote at this meeting has been available for inspection.
Computershare has provided an affidavit of mailing indicating that notice of this meeting has been given in accordance with this company's Bylaws. Next, I'd like to announce that Deborah Bass, a representative of Computershare, has been appointed to serve as our inspector of election for this meeting. The inspector of election has filed the oath of office as inspector of election with the secretary of the meeting for inclusion in the minutes of this meeting. Ms. Hennessey, will you please present your report of attendance?
Yes, thank you. I've been informed by the inspector of election that there are 853,979,827 shares represented by proxy, or approximately 75.76% of all shares outstanding as of the record date. The shares represented exceed 50% of the total shares entitled to vote at this meeting.
Thank you. Therefore, we have a quorum. I now declare that the 2025 annual meeting of stockholders of Newmont Corporation is officially convened. The notice of annual meeting listed three specific matters to be considered at this meeting. The first matter to be voted on is the election of directors. Information concerning the nominees has been provided in the proxy statement. No other nominations were received prior to the deadline established in Newmont's bylaws. Therefore, no nominations may be made at this meeting. There being no further nominations, the nominations are closed. The board of directors recommends a vote for all the nominees. Are there any comments or questions on this proposal? I'll pause for a moment to confirm with Ms. Hennessey whether any pertinent questions or comments have been submitted.
Thank you, Mr. Chair. We're checking the questions online now. No questions have been presented on this proposal. You may now move to the next item of business.
Thank you. Let's continue with the next matter to be voted on: the advisory approval of our executive compensation. The board of directors recommends a vote for the approval in an advisory manner for our executive compensation described in the proxy statement under Proposal 2. This advisory vote serves as a tool to guide the board and the Leadership Development and Compensation Committee in continuing to improve the alignment of executive compensation programs with the interest of the company and its stockholders. Are there any comments or discussions on this matter?
Thank you. We're checking again. Being no questions have been presented on this proposal, you may now move to the next item of business.
The board of directors has approved the proposal to ratify the audit committee's appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and recommends that stockholders vote for approval of this proposal. Information concerning this proposal was furnished in the proxy statement under proposal three. Are there any comments or discussions on this proposal?
Thank you. I'll pause briefly to confirm no questions. No questions have been presented on this proposal, which concludes the formal opportunity for questions on proposal.
Thank you, Ms. Hennessey. This concludes the discussion on the matters before the meeting. The polls for online voting on all matters are open. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Ms. Hennessey, can you confirm that participants have had an opportunity to vote and that we may proceed?
Thank you. Yes, I can confirm.
The polls have now closed, and the inspector of election has completed tabulating the votes. Ms. Hennessey, will you now present the preliminary results of the voting?
Thank you. The inspector of election has submitted the preliminary reports. With respect to proposal one, election of directors, each nominee has received votes of more than a substantial majority of the shares represented by proxy or at this meeting. With respect to proposal two, advisory approval of executive compensation has also been approved by more than a majority of the votes cast. With respect to proposal three, ratification of auditors, more than a majority of the shares cast have also voted in favor. The detailed voting results will be recorded in the corporate record and also reported with the U.S. SEC on Form 8-K.
Thank you, Ms. Hennessey. As you've heard, each of the 12 nominees has received a majority vote. I therefore declare that the nominees are duly elected as directors of the company. Proposal two, approval of the advisory resolution of our executive compensation, has received a majority vote. Therefore, I declare that the company's stockholders have approved the say-on-pay resolution. At proposal three, the proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm received a vote of a majority. Therefore, I declare the company's stockholders have approved proposal three. We now have addressed all the items on today's agenda. The meeting is now adjourned. This annual meeting is hereby concluded. Ladies and gentlemen, thank you for attending today's meeting.
I'd now like to introduce Tom Palmer, our President and Chief Executive Officer, who is available to respond to appropriate questions or comments submitted via the portal.
Thank you, Greg. Ms. Hennessey, can you please advise if any questions have been submitted?
Thank you, Mr. Palmer. Being no questions for Mr. Palmer, we will pause briefly to check the portal again. There being no questions for Mr. Palmer, we will close the call. Thank you for your time and attendance.
This concludes the meeting. You may now disconnect.