UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ¨
| ITEM 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 17, 2023, the Board of Directors (the “Board”) of Newmont Corporation, a Delaware Corporation (the “Corporation”) adopted and approved, effective immediately, the second amended and restated by-laws of the Corporation (the “Amended and Restated By-laws”) in order to, among other things:
| · | Address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; |
| · | Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; and |
| · | Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies. |
The Amended and Restated By-laws also include certain technical, modernizing and clarifying changes. The Amended and Restated By-laws have also been recently revised to incorporate gender-neutral language in connection with the Corporation’s efforts to create an inclusive workplace. The foregoing description of the Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-laws attached hereto as Exhibit 3.1, which is incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Second Amended and Restated By-laws of Newmont Corporation, effective as of January 17, 2023. |
| 104 | Cover page interactive data file (embedded with the inline XBRL document). |
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.
| Newmont Corporation | ||
| By: | /s/ Logan Hennessey | |
| Name: | Logan Hennessey | |
| Title: | Vice President, Associate General Counsel and Corporate Secretary | |
Dated: January 18, 2023
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