false0000831259 0000831259 2020-04-22
2020-04-22
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
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 22, 2020
Freeport-McMoRan
Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-11307-01
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74-2480931
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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333
North Central Avenue
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Phoenix
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AZ
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85004
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(Address of principal executive
offices)
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(Zip Code)
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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 (see General Instruction A.2.
below):
☐
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:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock,
par value $0.10 per share
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FCX
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The New York
Stock Exchange
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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) 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. ☐
Item 2.02.
Results
of Operations and Financial Condition.
Freeport-McMoRan
Inc. ("FCX") issued a press release dated April 24, 2020,
announcing its revised operating plans in response to the COVID-19
pandemic and reporting its first-quarter 2020 financial and
operating results. A copy of the press release is furnished hereto
as Exhibit 99.1.
Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 22, 2020,
and in support of the company’s efforts to reduce costs and
conserve cash during the current period of uncertainty resulting
from low copper prices and the economic downturn in connection with
the COVID-19 pandemic, senior management recommended and the
Compensation Committee of the Board of Directors of FCX approved a
25% reduction in the base salary of Richard C. Adkerson, the
President and Chief Executive Officer, and Kathleen L. Quirk,
the Executive Vice President and Chief Financial Officer (each
an “Executive”), effective May 1, 2020 through the remainder of
2020. In addition, each Executive agreed that only 10% of the
reduced base salary will be paid in cash to cover benefit premiums
and other scheduled payroll deductions, with the remainder paid in
an award of restricted stock units that will vest on December 31,
2020. Ms. Quirk and FCX have agreed that these changes will
not trigger or otherwise modify any rights under her employment
agreement. Mr. Adkerson does not have an employment
agreement.
Item 7.01.
Regulation
FD Disclosure.
The slides to be
presented in connection with FCX’s previously announced conference
call being webcast on the internet at 10:00 a.m. Eastern Time
on April 24,
2020, to
discuss FCX's revised operating plans and first-quarter 2020
results are furnished hereto as Exhibit 99.2.
The
information furnished pursuant to Item 2.02 and Item 7.01 shall not
be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit Number
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Exhibit Title
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Press release dated April 24,
2020, titled “Freeport-McMoRan Announces Revised
Operating Plans in Response to
the COVID-19 Pandemic and Reports First-Quarter 2020
Results."
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Slides dated April 24, 2020,
titled "FCX Conference Call to Discuss Revised Operating Plans in
Response to COVID-19 Pandemic and First-Quarter 2020
Results."
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104
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The cover page from this
Current Report on Form 8-K, formatted in Inline XBRL.
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SIGNATURE
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.
FREEPORT-McMoRan
INC.
By: /s/ C. Donald
Whitmire, Jr.
----------------------------------------
C. Donald Whitmire,
Jr.
Vice President and
Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date:
April 24,
2020
