SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Newmont Mining Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Notes:
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
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Notice of 2002 Annual Meeting of Stockholders
To the Stockholders of Newmont Mining Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of Newmont
Mining Corporation will be held at 10:00 a.m., local time, on Wednesday, May
15, 2002, in the Hershner Room, 1700 Lincoln Street, Denver, Colorado, USA, to:
1. Elect directors; and
2. Transact such other business that may properly come before the meeting.
All stockholders are cordially invited to attend the meeting in person. If
you are unable to attend the meeting in person, please mark, sign and date the
enclosed proxy card and/or voting instruction form and return it promptly in
the enclosed envelope. In certain instances, you can vote electronically over
the telephone or the Internet as described on the enclosed proxy card and/or
voting instruction form.
By Order of the Board of Directors
/s/ Britt D. Banks
Britt D. Banks
Vice President, General Counsel and
Secretary
March 29, 2002
YOUR VOTE IS IMPORTANT
PROXY STATEMENT
General Information
The Reorganization. On February 13, 2002, at a special meeting of the
stockholders of Newmont Mining Corporation ("Old Newmont"), the stockholders
approved the adoption of an Agreement and Plan of Merger that provided for the
restructuring of Old Newmont to facilitate the acquisitions of Franco-Nevada
Mining Corporation Limited, a Canadian company ("Franco-Nevada"), and Normandy
Mining Limited (ACN 009295765), an Australian company ("Normandy"), and to
create a flexible corporate structure (the "Reorganization"). Old Newmont
merged with an indirect, wholly owned subsidiary, which resulted in Old
Newmont becoming a direct, wholly owned subsidiary of a new holding company
which was then renamed Newmont Mining Corporation ("New Newmont"). As a result
of the Reorganization:
. there is no impact to the consolidated financial statements of Old
Newmont;
. the former stockholders of Old Newmont became stockholders of New
Newmont; and
. New Newmont succeeded to the business of Old Newmont.
All references in this proxy material to "Newmont Mining" or the "Corporation"
are intended to include both Old Newmont and New Newmont, unless the context
specifically requires otherwise. The Annual Meeting of Stockholders to which
this proxy material relates is the first to be held subsequent to the
Reorganization. References to Newmont Mining Corporation for purposes of
Australian equity holders are to "Newmont Mining Corporation ARBN 099 065 997,
organized in Delaware with limited liability."
The Acquisitions. In November 2001, Newmont Mining announced proposed
acquisitions of Franco-Nevada and Normandy. On February 16, 2002, Newmont
Mining completed the acquisition of Franco-Nevada (the "Franco-Nevada
Acquisition"). As a result, Franco-Nevada became a subsidiary of the
Corporation and subsequently changed its name to Newmont Mining Corporation of
Canada Limited ("Newmont Canada"). In connection with the Franco-Nevada
Acquisition, the former shareholders of Franco-Nevada were entitled to receive
either common stock of the Corporation or, at their election, exchangeable
shares of Newmont Canada (the "Newmont Exchangeable Shares"), which are
convertible into shares of common stock of the Corporation on a one-for-one
basis.
Pursuant to an "off-market" bid for all of the ordinary shares of the
capital of Normandy, on February 20, 2002, Newmont Mining gained control of
Normandy and as of February 26, 2002, when the Corporation's off-market bid
for Normandy expired, Newmont Mining owned more than 96% of Normandy's
outstanding ordinary shares on issue. Newmont Mining is exercising its
compulsory acquisition rights under Australian law to acquire all of the
ordinary shares of Normandy it does not own and expects this process to be
completed in April 2002 (collectively, such transactions are referred to
herein as the "Normandy Acquisition"). As a result of the Normandy
Acquisition, the former shareholders of Normandy received a cash payment and
either common stock of the Corporation or, if they were residents outside of
the United States or Canada in a jurisdiction where it was legal and practical
to do so, Australian CHESS Depositary Interests (the "Newmont CDIs"), which
represent beneficial ownership of shares of common stock of the Corporation on
a ten-for-one basis.
Stockholders Entitled to Vote. The holders of the following securities of
record at the close of business on March 18, 2002 (the "Record Date") are
entitled to vote at the Corporation's 2002 Annual Meeting of Stockholders (the
"Annual Meeting") to be held on Wednesday, May 15, 2002:
. common stock of the Corporation, par value $1.60 per share (the
"Newmont Common Stock"), of which there were 335,019,544 shares
outstanding as of the Record Date (including shares evidenced by the
Newmont CDIs referred to below);
. $3.25 convertible preferred stock of the Corporation, par value $5.00
per share (the "Newmont Preferred Stock"), of which there were
2,299,980 shares outstanding as of the Record Date;
. Newmont Exchangeable Shares (pursuant to the terms of the Voting
Agreement as described below), of which there were 55,873,669 shares
outstanding as of the Record Date; and
. Newmont CDIs, of which there were 124,292,426 outstanding as of the
Record Date and which vote on a ten-for-one basis.
Newmont Common and Preferred Stock. Each share of Newmont Common Stock and
Newmont Preferred Stock entitles its holder to one vote.
Newmont Exchangeable Shares. Each Newmont Exchangeable Share has economic
rights (such as the right to receive dividends and other distributions) that
are, as nearly as practicable, equivalent to those of shares of Newmont Common
Stock, as well as the right through a Voting and Exchange Trust Agreement (the
"Voting Agreement") to vote at stockholders' meetings of the Corporation. The
Newmont Exchangeable Shares are exchangeable at the option of the holders into
Newmont Common Stock on a one-for-one basis. Holders of Newmont Exchangeable
Shares are entitled to direct Computershare Trust Company of Canada, as
trustee under the Voting Agreement (the "Trustee"), to vote at the Annual
Meeting. The Trustee holds one share of special voting stock of the
Corporation (the "Newmont Special Voting Stock") that is entitled to vote on
all matters on which the shares of Newmont Common Stock vote. The share of
Newmont Special Voting Stock has a number of votes in respect of the Annual
Meeting equal to the lesser of (i) the number of Newmont Exchangeable Shares
outstanding on the Record Date (other than Newmont Exchangeable Shares held by
Newmont Mining or its affiliates) or (ii) 10% of the total number of votes
attaching to the Newmont Common Stock then outstanding.
Based upon the number of shares of Newmont Common Stock and Newmont
Exchangeable Shares outstanding as of the Record Date, the Trustee will be
entitled to cast up to 33,501,954 votes at the Annual Meeting. The Trustee
will exercise each vote attached to the Newmont Special Voting Stock only on
the basis of instructions received from the relevant holders of Newmont
Exchangeable Shares. In the absence of instructions from a holder as to
voting, the Trustee will not have any voting rights with respect to such
Newmont Exchangeable Share. A holder may attend the Annual Meeting in person
to vote directly at the Annual Meeting the number of votes to which the holder
is entitled (subject to the voting limitation discussed above). The Trustee
has furnished or caused the Corporation to furnish this proxy material to the
holders of Newmont Exchangeable Shares.
Newmont CDIs. The Newmont CDIs are units of beneficial ownership in Newmont
Common Stock held by CHESS Depositary Nominees Pty Ltd. (ACN 071346506)
("CDN"), a wholly owned subsidiary of the Australian Stock Exchange Limited
(ACN 008624691). Newmont CDIs entitle holders to dividends and other rights
economically equivalent to the Newmont Common Stock on a ten-for-one basis,
including the right to attend stockholders' meetings of the Corporation. The
Newmont CDIs are convertible at the option of the holders into Newmont Common
Stock on a ten-for-one basis. CDN, as the stockholder of record, will vote the
underlying shares of Newmont Common Stock in accordance with the directions of
the CDI holders.
Quorum; Voting Procedures. The holders of a majority of the outstanding
shares of capital stock of the Corporation entitled to vote at the Annual
Meeting must be present in person or represented by proxy in order to
constitute a quorum for all matters to come before the meeting. For purposes
of determining the presence of a quorum, "shares of capital stock of the
Corporation" include the shares of Newmont Common Stock (including shares
represented by Newmont CDIs) and the Newmont Preferred Stock outstanding as of
the Record Date, as well as the maximum number of shares of Newmont Common
Stock that the Trustee of the Newmont Exchangeable Shares is entitled to vote
at the Annual Meeting.
Votes at the Annual Meeting will be tabulated by two inspectors of election
who will be appointed by the Chairman of the meeting and who will not be
candidates for election to the Board of Directors. The inspectors of election
will treat shares of capital stock represented by a properly signed and
returned proxy as present at the Annual Meeting for purposes of determining a
quorum, without regard to whether the proxy is marked as casting a vote or
abstaining.
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Directors will be elected by a favorable vote of a plurality of those
shares of capital stock present and entitled to vote, in person or by proxy,
at the Annual Meeting. All other matters to come before the Annual Meeting
require the approval of a majority of the votes cast on such matters.
Abstentions and broker "non-votes" as to particular matters are counted for
purposes of determining whether a quorum is present at the Annual Meeting.
Abstentions are counted in tabulations of the votes cast on proposals
presented to stockholders, whereas broker non-votes are not counted for
purposes of determining whether a proposal has been approved. Abstentions have
the same effect as votes against proposals presented to stockholders. A "non-
vote" occurs when a nominee holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions to do so
from the beneficial owner.
Note to Holders of Newmont Exchangeable Shares. This proxy material relates
to the Annual Meeting of Newmont Mining. This material relates solely to
Newmont Mining and not to Newmont Canada for the following reasons. As
discussed above, the rights attaching to the Newmont Exchangeable Shares
result in the economic attributes of the Newmont Exchangeable Shares being
substantially equivalent to the economic attributes of the shares of Newmont
Common Stock. The Newmont Exchangeable Shares, however, are not shares issued
by Newmont Mining and, therefore, a holder of Exchangeable Shares is not a
registered stockholder of Newmont Mining but is a registered shareholder of
Newmont Canada. You are entitled to exercise the voting rights attaching to
the Newmont Exchangeable Shares in respect of corporate actions of Newmont
Mining by directing the Trustee under the terms of the Voting Agreement in
respect of matters before the Annual Meeting. Please read the Notice to
Exchangeable Shareholders and complete the Voting Instruction Form enclosed
with this proxy material in accordance with the instructions contained
therein.
Note to Holders of Newmont CDIs. This proxy material relates to the Annual
Meeting of Newmont Mining. As discussed above, Newmont CDIs are units of
beneficial ownership in Newmont Common Stock held by CDN. You are entitled to
exercise the voting rights attaching to the Newmont CDIs in respect of
corporate actions of the Corporation by directing CDN in respect of matters
before the Annual Meeting. Please complete the CDI Voting Instruction Form
enclosed with this proxy material and return it duly signed and dated to the
address indicated on the enclosed envelope so that it is received no later
than 4:00 p.m., Sydney, Australia time on May 14, 2002.
Proxy Solicitation. The enclosed proxy and/or voting instruction form is
solicited by the Board of Directors of the Corporation. This proxy material is
being mailed to the holders of Newmont Common Stock, Newmont Preferred Stock,
Newmont CDIs and Newmont Exchangeable Shares on or about March 29, 2002. In
addition to solicitation by mail, solicitation of proxies, and voting
instruction forms, may be made by certain officers and regular employees of
the Corporation by mail, telephone or in person. The Corporation also has
retained Georgeson & Company Inc. to aid in the solicitation of brokers,
banks, intermediaries, and other institutional holders in the United States
and Canada for a fee of $30,000. All costs of the solicitation of proxies will
be borne by the Corporation. The Corporation will also reimburse brokerage
firms and others for their expenses in forwarding proxy materials to
beneficial owners of Newmont Common Stock, Newmont Preferred Stock, Newmont
Exchangeable Shares and Newmont CDIs.
Revocation of Newmont Mining Proxy. A stockholder who executes a proxy may
revoke it by delivering to the Secretary of the Corporation, at any time
before the proxies are voted, a written notice of revocation bearing a later
date than the proxy or attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Written notice revoking a proxy should be
sent to the attention of the Secretary of the Corporation at 1700 Lincoln
Street, Denver, Colorado 80203. A stockholder may substitute another person in
place of those persons presently named as proxies.
Revocation of Exchangeable Shares Voting Instruction Form. A registered
holder of Newmont Exchangeable Shares who has submitted a Voting Instruction
Form may revoke the Voting Instruction Form by completing and signing a Voting
Instruction Form bearing a later date and depositing it with the Trustee. No
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notice of revocation or later-dated Voting Instruction Form, however, will be
effective unless received by the Trustee prior to 5:00 p.m., Toronto time, on
May 9, 2002.
A non-registered holder of Newmont Exchangeable Shares may revoke a Voting
Instruction Form at any time by written notice to the intermediary, except
that an intermediary is not required to act on a revocation of a Voting
Instruction Form that is not received by the intermediary at least ten days
prior to the Annual Meeting.
Revocation of Newmont CDIs Voting Instruction Form. A holder of Newmont
CDIs who has completed and returned a CDI Voting Instruction Form (in the
manner described above) may revoke the directions to CDN contained therein by
delivering to Computershare Investor Services Pty Limited, at GPO Box 7045,
Sydney, NSW 1115 Australia, no later than May 8, 2002, a written notice of
revocation bearing a later date than the CDI Voting Instruction Form
previously sent.
Participants in the Newmont Mining Corporation Retirement Savings Plan
(Non-Union) and Newmont Mining Corporation Retirement Savings Plan for Hourly-
Rated Employees. If you are a participant in the Newmont Mining Corporation
Retirement Savings Plan (Non-Union) or Newmont Mining Corporation Retirement
Savings Plan for Hourly-Rated Employees (the "Retirement Savings Plans") and
hold Newmont Common Stock in the Retirement Savings Plans, shares of Newmont
Common Stock which are held for you under the Retirement Savings Plans, as
applicable, may be voted through the proxy card accompanying this mailing. The
Retirement Savings Plans are administered by The Vanguard Group, as trustee.
The trustee, as the stockholder of record of the Newmont Common Stock held in
the Retirement Savings Plans, will vote the shares held for you in accordance
with the directions you give on the enclosed proxy card, provided that you
return the proxy card duly signed and dated to the address indicated on the
enclosed envelope. If the proxy cards representing shares of Newmont Common
Stock held under the Retirement Savings Plans are not returned duly signed and
dated, the Administration Committees of the Retirement Saving Plans shall
instruct the trustee with respect to how to vote any such shares for which
instructions are not received.
Relationship with Independent Public Accountants. Arthur Andersen LLP
("Andersen") has acted as auditors for the Corporation during 2001.
Representatives of Andersen will be present at the Annual Meeting and will be
allowed to make a statement if they wish. Additionally, they will be available
to respond to appropriate questions from stockholders during the meeting.
Andersen billed the following fees in 2001 for professional services rendered
to the Corporation:
Audit Fees..................................................... $1,108,328
Financial Information Systems Design and Implementation Fees... 0
All Other Fees................................................. $2,548,173/(1)/
/(1)/ Includes
Expatriate income tax services.................................. $1,235,293
Income tax services other than those directly related to the
audit.......................................................... $ 438,221
Registration statements......................................... $ 373,515
Due diligence and tax planning performed for acquisitions....... $ 270,019
Employee benefit plans.......................................... $ 130,350
Other consulting and all other service fees..................... $ 57,775
Risk management advisory services............................... $ 43,000
With respect to the selection of independent public accountants for the
current year, the Board of Directors notes that, following the acquisitions of
Franco-Nevada and Normandy, the Corporation has a relationship with three
public accounting firms: Andersen, which has acted as auditors for Newmont
Mining and its predecessors since 1967; PricewaterhouseCoopers LLP, auditors
for Franco-Nevada; and Deloitte Touche Tohmatsu, auditors for Normandy. The
Board of Directors has instructed its Audit Committee to conduct a review of
independent public accounting firms, and to make a recommendation to the Board
regarding the appropriate firm to retain as
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independent public accountants for 2002. Following such review and
recommendation, the Board will select a firm for 2002 and announce its
decision by filing a Report on Form 8-K with the Securities and Exchange
Commission.
Stockholder Proposals. For a stockholder proposal, including a proposal for
the election of a director, to be included in the proxy statement and form of
proxy for the 2003 Annual Meeting, the proposal must have been received by us
at our principal executive offices no later than November 30, 2002. Proposals
should be sent to the attention of the Secretary of the Corporation at 1700
Lincoln Street, Denver, Colorado, USA 80203. We are not required to include in
our proxy statement a form of proxy or stockholder proposal that was received
after that date or otherwise fails to meet the requirements for stockholder
proposals established by regulations of the Securities and Exchange
Commission.
In addition, under our by-laws, stockholders must give advance notice of
nominations for a director or other business to be addressed at the 2003
Annual Meeting no later than the close of business on January 28, 2003. The
advance notice must have been delivered to the attention of the Secretary of
the Corporation at 1700 Lincoln Street, Denver, Colorado, USA 80203.
Election of Directors
Nominees. Each of the 16 persons named below is a nominee for election as a
director at the Annual Meeting for a term of one year or until his successor
is elected and qualifies. Unless authority is withheld, the proxies will be
voted for the election of such nominees. All such nominees are currently
serving as directors of the Corporation. All such nominees were elected to the
Board of Directors at the last Annual Meeting, except for Mr. Barton, who was
elected to the Board of Directors on July 18, 2001, and Messrs. Haase, Hamson,
Lassonde, Prescott and Schulich, who were elected to the Board of Directors on
March 13, 2002. If any such nominee cannot be a candidate for election at the
Annual Meeting, then the proxies will be voted either for a substitute nominee
designated by the Board of Directors or for the election only of the remaining
nominees.
The following table contains a summary of the background and principal
occupations of the nominees:
Director
Nominee Since
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Glen A. Barton (62)................................................... 2001
Chairman and Chief Executive Officer of Caterpillar Inc. since
February 1999. Vice Chairman thereof from November 1998 to February
1999 and Group President from 1990 to 1998.
Director of Inco Limited and Chairman of the Board of Trustees of
Bradley University.
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Vincent A. Calarco (59)............................................... 2000
Chairman, President and Chief Executive Officer of Crompton
Corporation, a specialty chemical company, since May 1996; President
and Chief Executive Officer thereof from April 1985 to April 1996.
Trustee of Polytechnic University of New York, Trustee of the
National Foundation for the History of Chemistry, Director of the
American Chemistry Council and Director of Consolidated Edison.
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James T. Curry, Jr. (65).............................................. 1997
Retired Chief Executive Officer of the Minerals Division and retired
director of The Broken Hill Proprietary Company Limited, a natural
resources company.
Director of SRI International.
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Joseph P. Flannery (69)............................................... 1982
Chairman, President and Chief Executive Officer of Uniroyal Holding,
Inc., a holding company.
Director of Arvin Meritor, Inc., K-Mart Corporation and The Scotts
Company.
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Director
Nominee Since
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M. Craig Haase (59)................................................... 2002
Executive Vice President and Chief Legal Officer of Franco-Nevada
Mining Corporation Limited,/(1)/ from September 1999 to March 2002.
Executive Vice President and General Counsel for Franco-Nevada
Mining Corporation Limited and Euro-Nevada Mining Corporation
Limited from 1986 to September 1999.
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Michael S. Hamson (61)................................................ 2002
Chairman, Hamson Consultants Pty Ltd, a consulting company. Retired
Joint Chairman of McIntosh Hamson Hoare Govett Limited (now Merrill
Lynch Australia), Chief Executive thereof from 1972 to 1986.
Director of Normandy Mining Limited/(1)/ from 1986 to February 2002.
Director and Chairman of National Golf Holdings Limited Technology
Venture Partners Pty Limited, and Solar Systems Pty Limited.
Director and Deputy Chairman of Tourism Asset Holdings Limited.
Director of Genesis Management Australia Limited.
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Leo I. Higdon, Jr. (55)............................................... 1995
President of College of Charleston since October 2001; President of
Babson College from July 1997 to October 2001; Dean and Charles C.
Abbott Professor of the Darden Graduate School of Business
Administration at the University of Virginia from October 1993 to
June 1997.
Director of Crompton Corporation and Eaton Vance Corp.
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Pierre Lassonde (55).................................................. 2002
President of Newmont Mining since February 2002, Co-Chief Executive
Officer of Franco-Nevada Mining Corporation Limited/(1)/ from
September 1999 to February 2002, and President thereof from 1982 to
February 2002. President and Chief Executive Officer of Euro-Nevada
Mining Corporation Limited from 1985 to September 1999. Director of
Normandy Mining Limited/(1)/ from May 2001 to March 2002.
Director of Laboratories Aeterna Inc. and Enghouse Systems Limited.
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Robert J. Miller (56)................................................. 1999
Partner of Jones Vargas, a law firm, since January 1999; Governor of
the State of Nevada from 1989 to January 1999.
Director of Zenith National Insurance Corporation, America West
Holdings and International Game Technology; Member of SSP Solutions
Advisory Board of Directors.
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Wayne W. Murdy (57)................................................... 1999
Chairman of the Board of Newmont Mining since January 2002 and Chief
Executive Officer thereof since January 2001. President of Newmont
Mining from July 1999 to February 2002. Executive Vice President and
Chief Financial Officer thereof from July 1996 to July 1999, Senior
Vice President and Chief Financial Officer thereof from December
1992 to July 1996.
Director of Tom Brown Inc. and Trustee of the Denver Art Museum.
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Robin A. Plumbridge (66).............................................. 1983
Retired Chairman of Gold Fields of South Africa Limited, a natural
resources company, Chief Executive Officer thereof from December
1980 to September 1995.
Director of Standard Bank Investment Corporation.
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John B. Prescott (61)................................................. 2002
Chairman of Australian Submarine Corporation Pty Limited. Retired
Managing Director of The Broken Hill Proprietary Company Limited, a
natural resource company. Chief Executive Officer thereof from 1991
until March 1998. Director of Normandy Mining Limited/(1)/ from
April 1999 to March 2002.
Director of Horizon Private Equity Pty Ltd, Australasia Centre of the
Asia Society, Kincath Pty Ltd, and Middle Crescent Pty Ltd.
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/(1)/ A subsidiary of Newmont Mining Corporation.
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Director
Nominee Since
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Moeen A. Qureshi (71)................................................. 1994
Chairman of Emerging Markets Partnership, a private investment
management company.
Director of AIG Global Trade and Political Risk Insurance Co.
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Michael K. Reilly (69)................................................ 1994
Retired Chairman of Zeigler Coal Holding Company, a coal producer.
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Seymour Schulich (62)................................................. 2002
Chairman of Newmont Capital Limited/(1)/ since March 2002. Chairman
and Co-Chief Executive Officer of Franco-Nevada Mining Corporation
Limited/(1)/ from September 1999 to February 2002, Chairman of Euro-
Nevada Mining Corporation Limited from 1985 to September 1999 and
Chairman and Chief Executive Officer of Franco-Nevada Mining
Corporation Limited from 1982 to September 1999.
Director of Blackrock Ventures Inc.
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James V. Taranik (61)................................................. 1986
President Emeritus of Desert Research Institute, University and
Community College System of Nevada, an environmental research
organization; Regents Professor and Arthur Brant Chair of Geophysics
at the University of Nevada.
Director of UNR Great Basin Center for Geothermal Energy.
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/(1)/ A subsidiary of Newmont Mining Corporation.
In connection with the Franco-Nevada Acquisition, the Corporation agreed to
nominate Messrs. Schulich and Lassonde and one additional member of the
Franco-Nevada Board of Directors to the Corporation's Board of Directors. In
connection with the Normandy Acquisition, the Corporation agreed to nominate
two members of the Normandy Board of Directors to the Corporation's Board of
Directors. Pursuant to such agreements, each of Messrs. Haase, Hamson,
Lassonde, Prescott and Schulich were elected to the Corporation's Board of
Directors on March 13, 2002.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ALL OF
THE FOREGOING NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE
PROXY CARD TO THE CONTRARY, THE PROXIES NAMED THEREON INTEND SO TO VOTE.
Stock Ownership. As of March 18, 2002, the directors and executive officers
of the Corporation as a group beneficially owned in the aggregate 15,455,083
shares of Newmont Common Stock (including shares evidenced by Newmont's CDIs)
and Newmont Exchangeable Shares, constituting approximately 4.2% of the voting
power of the outstanding capital stock of the Corporation. Except as set forth
below, no director or executive officer beneficially owned (i) more than 1% of
the outstanding shares of Newmont Common Stock, Newmont Exchangeable Shares or
Newmont CDIs, or (ii) shares with voting power in excess of 1% of the voting
power of the outstanding capital stock of the Corporation, or (iii) any
Newmont Preferred Stock.
Messrs. Lassonde and Schulich beneficially owned 2,920,933 and 8,160,393
shares, respectively, of Newmont Exchangeable Shares, constituting in the
aggregate 5.2% and 14.6%, respectively, of the outstanding Newmont
Exchangeable Shares. Mr. Lassonde owned less than 1% of the voting power of
the outstanding capital stock of the Corporation, and Mr. Schulich owned 2.2%
of the voting power of the outstanding capital stock of the Corporation.
7
The following table sets forth the number of shares of Newmont Common
Stock, including in the form of Newmont CDIs, and Newmont Exchangeable Shares
beneficially owned by Newmont's directors and executive officers at March 18,
2002:
Beneficial
Name of Shares Restricted Option Ownership
Beneficial Owner Owned/(1)/ Stock/(2)/ Shares/(3)/ Total
---------------- ---------- ---------- ----------- ----------
Glen A. Barton.......... 1,296 --0-- --0-- 1,296
Vincent A. Calarco...... 2,265 --0-- --0-- 2,265
Ronald C. Cambre/(4)/... 66,342 --0-- 1,407,222 1,473,564
James T. Curry, Jr...... 5,934 --0-- --0-- 5,934
John A. S. Dow.......... 4,532 27,418 345,900 377,850
Joseph P. Flannery...... 9,225 --0-- --0-- 9,225
David H. Francisco...... 3,914 28,348 357,000 389,262
M. Craig Haase.......... 65,325 --0-- 511,520 576,845
Michael S. Hamson....... 12,953/(5)/ --0-- --0-- 12,953/(5)/
Bruce D. Hansen......... 12,448 21,578 189,415 223,441
Leo I. Higdon, Jr....... 5,839 --0-- --0-- 5,839
Pierre Lassonde......... 2,920,933/(6)/ --0-- 533,760/(6)/ 3,454,693/(6)/
Robert J. Miller........ 3,277 --0-- --0-- 3,277
Wayne W. Murdy.......... 18,035 54,548 410,865 483,448
Robin A. Plumbridge..... 8,974 --0-- --0-- 8,974
John B. Prescott........ --0-- --0-- --0-- --0--
Moeen A. Qureshi........ 6,480 --0-- --0-- 6,480
Michael K. Reilly....... 21,480 --0-- --0-- 21,480
Seymour Schulich........ 8,160,393/(6)/ --0-- --0-- 8,160,393/(6)/
James V. Taranik........ 6,807 --0-- --0-- 6,807
All directors and
executive officers as a
group, including those
named above
(23 persons)........... 11,340,160 160,034 3,954,889 15,455,083
--------
/(1)/ Includes equivalent shares of Newmont Common Stock held by the trustee
of the Corporation's Retirement Savings Plan (Non-Union). Participants
in such plan instruct the trustee as to how the participant's shares
should be voted. Excludes restricted stock and shares issuable upon
exercising options.
/(2)/ Restricted shares of Newmont Common Stock awarded under the
Corporation's Intermediate Term Incentive Compensation Plan. These
shares can be voted, but are subject to forfeiture risk or other
restrictions.
/(3)/ Shares of Newmont Common Stock that could be purchased by the exercise
of stock options as of March 18, 2002, or by May 17, 2002, under the
Corporation's employee stock option plans.
/(4)/ Not standing for re-election.
/(5)/ Represents the number of shares of Newmont Common Stock represented by
Newmont CDIs that are beneficially owned.
/(6)/ Consists of Newmont Exchangeable Shares which are exchangeable one-for-
one for Newmont Common Stock.
Certain Beneficial Owners of the Corporation. The following table sets
forth the information with respect to each person known by the Corporation to
be the beneficial owner of more than 5% of any class of the Corporation's
voting securities. The share information contained herein is based on filings
with the Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934.
Amount and
Name and Address of Title of Nature of Percentage of
Beneficial Owner Class Beneficial Ownership Class
------------------- ------------ -------------------- -------------
FMR Corp. ...................... Common Stock 29,386,581/(1)/ 8.8%
82 Devonshire Street
Boston, MA 02109
--------
/(1)/ As of December 31, 2001, FMR Corp. ("FMR") beneficially owned 29,386,581
shares of Newmont Common Stock. FMR is a parent company and its report
also covered interests owned or controlled by its affiliates. FMR reported
sole power to vote 5,497,346 shares and sole power to dispose of all such
shares. It did not share power to vote or dispose any shares.
8
Directors' Fees, Committees and Meetings. Directors who are neither
officers nor employees of the Corporation or any of its subsidiaries are
entitled to receive $25,000 per annum for serving as directors. All directors
are entitled to receive an attendance fee of $1,000 per meeting of the Board
of Directors. Each director who is neither an officer nor an employee of the
Corporation or any of its subsidiaries is entitled to receive an attendance
fee of $750 per meeting of a committee of which he is a member and $1,000 per
meeting in the case of the Chairman of the committee.
In addition, pursuant to the Corporation's 2000 Non-Employee Directors
Stock Plan (the "Directors Stock Plan"), directors who are neither officers
nor employees of the Corporation or any of its subsidiaries receive the
equivalent of $25,000 of shares of common stock of the Corporation annually on
the first business day following their election or re-election at the
Corporation's Annual Meeting, unless the director elects not to receive such a
stock award. If a person who is neither an officer nor employee of the
Corporation or any of its subsidiaries becomes a director in any calendar year
after the date of the Corporation's Annual Meeting held in such calendar year,
such person will receive the equivalent of $25,000 of shares of Newmont Common
Stock of the Corporation on the first business day following such person's
election as a director of the Corporation, unless such person elects not to
receive such a stock award. Shares awarded under the Directors Stock Plan may
not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by the director until the earliest of (i) the expiration of five
years after the date of receipt of such shares by the director, (ii) the date
the director ceases to be a director by reason of death or disability, or
(iii) the later of (a) the date the director ceases to be a director for any
reason other than death or disability or (b) the expiration of six months
after the date of receipt of such shares by the director. However, a director
may sell, transfer or assign shares awarded under the Directors Stock Plan to,
or instruct the Corporation to issue such shares directly to, a member of the
director's immediate family or a trust or certain other entities solely for
the benefit of, or owned by, the director or any such immediate family
members.
Each director who is neither an officer nor employee of the Corporation or
any of its subsidiaries is entitled to elect to receive stock options under
the Directors Stock Plan in place of his annual cash retainer. A director who
makes such an election receives options shortly following the regular May and
November Board of Directors meetings to purchase a number of shares of the
Corporation's common stock determined by dividing $12,500 by the fair market
value of Newmont Common Stock on the option grant date and multiplying the
result by three. Each such director may also elect to receive stock options
under the Directors Stock Plan in place of the annual stock award described in
the preceding paragraph. A director who makes such an election receives
options shortly following the regular Board of Directors meeting occurring in
May to purchase three times the number of shares of the Corporation's common
stock that would have comprised the director's stock award if no such election
had been made. The options described in this paragraph have an exercise price
equal to the fair market value of the common stock of the Corporation on the
grant date of the option. No options were granted in 2001.
In addition to the standard compensation arrangement described above,
Robert J. Miller also received compensation pursuant to a Consulting Agreement
entered into between Newmont International Services Limited, a wholly owned
subsidiary of the Corporation ("Newmont International"), and Mr. Miller. The
Consulting Agreement provides that Mr. Miller advise Newmont International on
federal governmental affairs issues relating to Newmont International's and
its affiliates' interests and mining operations within the United States and
consult with members of Congress, various governmental agencies and the
Administration as requested by Newmont International from time to time. For
these services, Mr. Miller received a fee of $65,000 in 2001. Newmont
International and Mr. Miller have agreed to terminate the Consulting Agreement
effective March 31, 2002.
The Corporation's retirement policy for directors provides that no director
may stand for reelection to the Board of Directors after reaching age 72. All
employee directors retire from the Board of Directors when they retire from
employment with the Corporation. The Board of Directors at its discretion may
in unusual circumstances, and for a limited period, ask a member of the Board
of Directors to stand for re-election after the prescribed retirement date.
9
On retirement from the Board of Directors at any time after attaining age
65, a director who was serving on the Board of Directors on January 27, 1999
and who is not entitled to a pension under the Corporation's Pension Plan
(i.e., a director who has not been an officer or employee of the Corporation
or any of its subsidiaries) and who has served for at least ten consecutive
years as a director of the Corporation is entitled to be paid an annual sum of
$25,000 and an amount equal to the per annum fee paid to him in his capacity
as a director during his final year of service on the Board of Directors of
the Corporation, in each case, for life.
During 2001, the Board of Directors held eleven meetings and each incumbent
director attended at least 75% of all meetings of the Board of Directors and
committees of the Board of Directors on which he served for the period during
which he was a member, other than Glen Barton, who was elected on July 18,
2001, and attended 71% of all Board of Directors and committee meetings on
which he served during that period.
The Board of Directors has, in addition to other standing committees,
audit, compensation, and corporate governance and nominating committees.
Members of these three committees are not, and have not been, officers or
employees of the Corporation or any of its subsidiaries. The members of these
committees are:
Corporate Governance
and
Audit Committee Compensation Committee Nominating Committee
--------------- ---------------------- --------------------
Vincent A. Calarco Glen A. Barton Glen A. Barton
James T. Curry, Jr. Vincent A. Calarco Joseph P. Flannery
Robin A. Plumbridge/(1)/ Joseph P. Flannery/(1)/ Leo I. Higdon, Jr./(1)/
James V. Taranik Robin A. Plumbridge Robert J. Miller
Michael K. Reilly Moeen A. Qureshi
--------
/(1)/ Chairman
Audit Committee. The Audit Committee, consisting entirely of independent
directors (as independence is defined in the listing standards of the New York
Stock Exchange), recommends independent public accountants to act as auditors
for the Corporation for consideration by the Board of Directors, reviews the
Corporation's financial statements, confers with the independent public
accountants with respect to the scope and results of their audit of the
Corporation's financial statements and their reports thereon, reviews the
Corporation's accounting policies and internal controls, and oversees
compliance by the Corporation with requirements of the Financial Accounting
Standards Board and federal regulatory agencies. The Audit Committee also
reviews non-audit services furnished to the Corporation by the independent
public accountants, primarily consultation on tax matters and business
advisory services. Access to the Audit Committee is given to the Corporation's
Vice President and Controller and Vice President, Internal Audit. During 2001,
the Audit Committee held four meetings. The Board of Directors has adopted an
amended and restated Charter for the Audit Committee. The Audit Committee
Charter, as amended, is attached as Appendix A.
Compensation Committee. The Compensation Committee, consisting entirely of
independent directors (as independence is defined in the listing standards of
the New York Stock Exchange), is responsible to the Board of Directors and by
extension to the stockholders of the Corporation for approving and
administering the policies which govern annual compensation and incentive
programs for the Corporation's executive officers and other key employees.
During 2001, the Compensation Committee held five meetings.
Corporate Governance and Nominating Committee. In 2001, the Nominating
Committee was reconstituted as the Corporate Governance and Nominating
Committee. This committee proposes to the Board of Directors slates of
directors to be elected at the Annual Meeting of Stockholders (and any
directors to be elected by the Board of Directors to fill vacancies) and
slates of officers to be elected by the Corporation's Board of Directors. As
reconstituted, it also will advise the Board of Directors on various corporate
governance issues, and periodically evaluate the performance and effectiveness
of the Board of Directors and its members. During 2001, the Corporate
Governance and Nominating Committee, which consists entirely of independent
directors (as independence is defined in the listing standards of the New York
Stock Exchange), held four meetings. The Corporate Governance and Nominating
Committee will consider for nomination to become directors any persons
recommended by stockholders. Recommendations may be submitted to the Corporate
Governance and Nominating Committee in care of the Secretary of the
Corporation at 1700 Lincoln Street, Denver, Colorado, USA 80203.
10
Executive Compensation
Summary of Cash and Certain Other Compensation. The following table shows
the total compensation earned by or paid to the Chief Executive Officer and
each of the Corporation's four most highly compensated executive officers in
2001, other than the Chief Executive Officer, for services rendered in all
capacities to the Corporation and its subsidiaries in 2001, 2000 and 1999.
Summary Compensation Table
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------ ------------------------- --------
Restricted Securities
Name and Stock Underlying LTIP All Other
Principal Position Year Salary Bonus/(1)/ Awards Options(#) Payouts Compensation/(2)/
------------------ ---- -------- ---------- ---------- ---------- -------- ------------
Wayne W. Murdy.......... 2001 $608,000/(3)/ $887,425 $649,948/(4)/ 90,000 $649,952 $12,000
Chief Executive Officer 2000 $446,167/(3)/ $331,435 $311,127/(5)/ -0- $311,150 $12,000
1999 $372,450/(3)/ $286,787 $176,276/(5)/ 350,000 $176,316 $12,000
David H. Francisco...... 2001 $364,500 $403,228 $282,013/(4)/ 40,000 $282,050 $ 8,500
Executive Vice
President, 2000 $310,000 $195,527 $193,789/(5)/ -0- $193,789 $ 8,500
Operations 1999 $262,443 $209,476 $117,098/(5)/ 275,000 $117,132 $12,000
John A. S. Dow.......... 2001 $317,667 $272,002 $245,808/(4)/ 40,000 $245,781 $25,750/(6)/
Executive Vice
President and 2000 $279,167 $161,241 $174,511/(5)/ -0- $174,517 $32,917/(6)/
Group Executive, Latin
America 1999 $253,003 $174,819 $112,885/(5)/ 275,000 $112,921 $32,897/(6)/
Lawrence T.
Kurlander/(7)/......... 2001 $306,800 $227,453 -0- 30,000 $417,800 $12,000
Senior Vice President
and 2000 $289,000 $162,159 $180,650/(5)/ -0- $180,673 $12,000
Chief Administrative
Officer 1999 $278,383 $192,340 $124,222/(5)/ 225,000 $124,235 $12,000
Bruce D. Hansen......... 2001 $295,167 $238,765 $200,967/(4)/ 30,000 $200,990 $12,000
Senior Vice President
and 2000 $268,708 $158,256 $168,255/(5)/ -0- $168,271 $10,356
Chief Financial Officer 1999 $245,333 $163,746 $ 89,093/(5)/ 172,500 $ 89,093 $ 9,749
--------
/(1)/ Amounts shown represent bonuses earned and received under the
Corporation's Annual Incentive Compensation Plan. All amounts were paid
in cash.
/(2)/ Contributions and credits to the Corporation's Retirement Savings Plan
and non-qualified supplemental Savings Equalization Plan.
/(3)/ Includes director's fees paid to Mr. Murdy of $8,000, $7,000 and $1,000
in 2001, 2000 and 1999, respectively.
/(4)/ Value of restricted shares of Newmont Common Stock awarded under the
Corporation's Intermediate Term Incentive Compensation Plan for 2001.
Dividends are payable on the shares awarded. These shares vest over a
two-year period and were issued in January 2002 in the following
amounts:
#
------
Wayne W. Murdy..................................................... 29,993
David H. Francisco................................................. 13,014
John A. S. Dow..................................................... 11,342
Lawrence T. Kurlander.............................................. -0-
Bruce D. Hansen.................................................... 9,274
The number of restricted shares of Newmont Common Stock held by the named
executive officers and the value of such shares on December 31, 2001 were as
follows:
# $
------ -------
Wayne W. Murdy............................................. 29,317 560,248
David H. Francisco......................................... 18,477 353,095
John A. S. Dow............................................. 18,996 363,013
Lawrence T. Kurlander...................................... 19,069 364,409
Bruce D. Hansen............................................ 14,963 285,943
/(5)/ Value of restricted shares of the Newmont Common Stock awarded under the
Corporation's Intermediate Term Incentive Compensation Plan for 2000 and
1999. Dividends are payable on the shares awarded. These shares vest
over a two-year period and were issued in January 2001 and January 2000,
respectively, in the following amounts:
2000 1999
------ -----
Wayne W. Murdy............................................... 18,399 7,572
David H. Francisco........................................... 11,460 5,030
John A. S. Dow............................................... 10,320 4,849
Lawrence T. Kurlander........................................ 10,683 5,336
Bruce D. Hansen.............................................. 9,950 3,827
(/6/) Includes $13,750, $20,917 and $20,897 paid by the Corporation to Mr. Dow
pursuant to an Agreement dated August 20, 1999. The amount reimburses Mr.
Dow for premiums paid in 2001, 2000 and 1999, respectively, for term life
insurance for himself and his spouse and for taxes arising as a result of
such payment. The insurance is designed to address certain estate planning
complications related to Mr. Dow's status as a non-U.S. citizen residing
in the United States.
/(7)/ Mr. Kurlander retired from the Corporation effective January 31, 2002.
11
Stock Options. The following table contains information concerning the
grant of stock options in 2001 under Newmont Mining's 1999 Employee Stock Plan
with respect to the named executive officers:
Option Grants in 2001
Number of Percent of
Securities Total Options
Underlying Granted to Exercise Grant Date
Options Participants Price Expiration Present
Name Granted (#) in 2001 ($/Share) Date Value/(1)/
-----------------------------------------------------------------------------------
Wayne W. Murdy.......... 45,000/(2)/ 2.3909 $21.0300 05/15/11 $ 230,850
45,000/(3)/ 2.3909 $23.6700 11/12/11 $ 255,150
David H. Francisco...... 20,000/(2)/ 1.0626 $21.0300 05/15/11 $ 102,600
20,000/(3)/ 1.0626 $23.6700 11/12/11 $ 113,400
John A. S. Dow.......... 20,000/(2)/ 1.0626 $21.0300 05/15/11 $ 102,600
20,000/(3)/ 1.0626 $23.6700 11/12/11 $ 113,400
Lawrence T. Kurlander... 15,000/(2)/ 0.7970 $21.0300 01/31/06 $ 76,950
15,000/(3)/ 0.7970 $23.6700 01/31/06 $ 85,050
Bruce D. Hansen......... 15,000/(2)/ 0.7970 $21.0300 05/15/11 $ 76,950
15,000/(3)/ 0.7970 $23.6700 11/12/11 $ 85,050
--------
/(1)/ In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the Grant Date Present
Value of the options set forth in this table. The Corporation's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. The following assumptions were made for purposes of
calculating the Grant Date Present Value: (i) an option of life nine
years, (ii) volatility at 49%, (iii) a dividend yield at 0.6% and (iv) a
weighted average risk-free interest rate of 4.9%. The real value of the
options in this table depends upon the actual performance of the
Corporation's Common Stock during the applicable period.
/(2)/ Granted on May 15, 2001, and exercisable in four annual increments of 25%
each, commencing on May 15, 2002.
/(3)/ Granted on November 12, 2001, and exercisable in four annual increments of
25% each, commencing on November 12, 2002.
Option Exercises and Holdings. The following table sets forth information
concerning the exercise of options in 2001 and unexercised options held at the
end of 2001 with respect to the named executive officers:
Aggregated Option Exercises in 2001
and 2001 Year-End Option Values
Number of Securities
Number of Underlying Unexercised Value of Unexercised
Securities Options at 2001 In-the-Money Options
Acquired Year-End at 2001 Year-End/(1)/
on Value ------------------------- -------------------------
Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
Wayne W. Murdy.......... -0- $-0- 459,523 137,500 $228,250 $ -0-
David H. Francisco...... -0- $-0- 352,000 75,000 $186,750 $ -0-
John A. S. Dow.......... -0- $-0- 340,900 75,000 $186,750 $ -0-
Lawrence T. Kurlander... -0- $-0- 361,041 42,250 $186,750 $ -0-
Bruce D. Hansen......... -0- $-0- 185,040 85,625 $ 59,137 $ 1,037
--------
/(1)/ Market value of underlying securities at year end ($19.02) less the
exercise price of "in-the-money" options.
12
Pension Plans. The following table shows the estimated pension benefits
payable to a covered participant at normal retirement age (62 years) under the
Corporation's qualified defined benefit pension plan (the "Pension Plan"), as
well as under its nonqualified supplemental pension plan that provides
benefits that would otherwise be denied participants by reason of certain
Internal Revenue Code limitations on qualified plan benefits, based on
remuneration that is covered under the plans and years of service with the
Corporation or its subsidiaries.
Pension Plan Table
Years of Service
-------------------------------------------------------
Remuneration 5 10 15 20 25 30
------------ -------- -------- -------- -------- -------- ----------
$ 500,000............. $ 43,750 $ 87,500 $131,250 $175,000 $218,750 $ 262,500
$ 600,000............. $ 52,500 $105,000 $157,500 $210,000 $262,500 $ 315,000
$ 700,000............. $ 61,250 $122,500 $183,750 $245,000 $306,250 $ 367,500
$ 800,000............. $ 70,000 $140,000 $210,000 $280,000 $350,000 $ 420,000
$ 900,000............. $ 78,750 $157,500 $236,250 $315,000 $393,750 $ 472,500
$1,000,000............. $ 87,500 $175,000 $262,500 $350,000 $437,500 $ 525,000
$1,100,000............. $ 96,250 $192,500 $288,750 $385,000 $481,250 $ 577,500
$1,200,000............. $105,000 $210,000 $315,000 $420,000 $525,000 $ 630,000
$1,300,000............. $113,750 $227,500 $341,250 $455,000 $568,750 $ 682,500
$1,400,000............. $122,500 $245,000 $367,500 $490,000 $612,500 $ 735,000
$1,500,000............. $131,250 $262,500 $393,750 $525,000 $656,250 $ 787,500
$1,600,000............. $140,000 $280,000 $420,000 $560,000 $700,000 $ 840,000
$1,700,000............. $148,750 $297,500 $446,250 $595,000 $743,750 $ 892,500
$1,800,000............. $157,500 $315,000 $472,500 $630,000 $787,500 $ 945,000
$1,900,000............. $166,250 $332,500 $498,750 $665,000 $831,250 $ 997,500
$2,000,000............. $175,000 $350,000 $525,000 $700,000 $875,000 $1,050,000
A participant's remuneration covered by the Pension Plan is his or her
average annual base salary and bonus, including amounts paid in the form of
restricted stock (as reported in the Summary Compensation Table) for the 60
consecutive months in which the highest level of compensation was paid to the
participant during the last 120 months of the participant's career with the
Corporation or its subsidiaries. The approximate years of actual credited
service as of the end of 2001 for each named executive officer is: Mr. Murdy--
nine years (see "Executive Agreements below); Mr. Francisco--11 years; Mr.
Kurlander--eight years (see "Executive Agreements" below); Mr. Dow--23 years;
and Bruce Hansen--19 years. Benefits shown are computed on a straight single
life annuity basis beginning at age 62. Such amounts have not been reduced for
Social Security benefits.
Officers' Death Benefit Plan and Group Life Insurance Program. The
Corporation has an Officers' Death Benefit Plan for the benefit of the named
executive officers and other executive officers of the Corporation. The plan
provides a death benefit of three times annual base salary for an executive
officer who dies while an active employee and a death benefit of one times
final annual base salary for an executive officer who dies after retiring at
or after normal retirement age. For retirement prior to normal retirement age,
the post-retirement death benefit is 30% to 100% of one times final annual
base salary, depending on the number of years to normal retirement age.
Coverage under the Officers' Death Benefit Plan is offset by group life
insurance maintained for the benefit of all salaried employees of the
Corporation and certain of its subsidiaries.
Executive Agreements. Mr. Murdy's letter of offer of employment from the
Corporation provides that if his employment is terminated other than for
"cause" (as defined in the Corporation Severance Pay Plan), or if he
terminates employment after a reduction in base salary or a significant
reduction in duties and responsibilities (as determined by certain members of
the Board of Directors of the Corporation), he will be entitled to receive 24
months of his then salary (as defined in the Corporation's Severance Pay Plan)
plus certain other severance benefits. Mr. Murdy's letter agreement with the
Corporation provides that upon his retirement from the Corporation on or after
his 62nd birthday, he will receive an additional one-half year of "credited"
service under the Corporation's supplemental pension plan for each otherwise
credited year of his service with the Corporation or any of its subsidiaries
in computing his pension benefits. In the event Mr. Murdy's employment with
the
13
Corporation or any of its subsidiaries terminates prior to his 62nd birthday,
he will not be entitled to such benefit unless his termination constitutes a
"qualifying termination" as defined in the letter agreement. Generally, a
qualifying termination means (i) a termination due to Mr. Murdy's death or
disability, (ii) a termination by Mr. Murdy for "good reason" (as defined in
the letter agreement), (iii) a termination of Mr. Murdy by the Corporation
without cause (as defined in the Corporation's Severance Pay Plan) or (iv) a
termination that qualifies Mr. Murdy for enhanced severance benefits under his
Change of Control Agreement (see "Change of Control Employment Agreements"
below). Any benefits to which Mr. Murdy may be entitled from the Corporation's
Severance Pay Plan (as described below) reduce the benefits due under these
arrangements.
An agreement between the Corporation and Mr. Ronald C. Cambre, which
provided for a base salary of $400,000 for 2001, was in effect for the 2001
calendar year, during which period Mr. Cambre served as Chairman of the Board
of Directors of the Corporation. During 2001, Mr. Cambre also received board
and committee attendance fees and other standard perquisites and fringe
benefits. Mr. Cambre resigned as Chairman of the Board of Directors of the
Corporation effective December 31, 2001. He remained on the Board of Directors
as a non-employee Director beginning January 1, 2002, and will retire as a
director at the Annual Meeting on May 15, 2002. In recognition of Mr. Cambre's
many years of leadership and service to the Corporation, and his continued
willingness to be available to the Board and to senior management for
consultation following his retirement from the Board, the Corporation awarded
Mr. Cambre a bonus in the amount of $1,666,412, which was paid in January
2002. Following his retirement from the Board in May 2002, the Corporation
intends to enter into a consulting arrangement with Mr. Cambre, under which he
will be paid a fee of $100,000 for 2002, in connection with his ongoing
service to the Corporation as Chairman of the National Mining Association and
with other industry organizations.
Mr. Kurlander's agreement with the Corporation provided that, upon his
retirement from the Corporation, he would receive an additional one-half year
of "credited" service for each actual year of his service with the Corporation
or any of its subsidiaries in computing his pension benefits under the
Corporation's pension plan. Mr. Kurlander retired from the Corporation
effective January 31, 2002.
Change of Control Employment Agreements. The Corporation is a party to
change of control employment agreements with each of the named executives
officers (other than Mr. Kurlander, who is now retired). The change of control
employment agreements have three-year terms, which terms are automatically
extended for one year upon each anniversary unless a notice not to extend is
given by the Corporation. If a Change of Control (as defined in the
agreements) occurs during the term of an agreement, then the agreement becomes
operative for a fixed three-year period. The agreements provide generally that
the executive's terms and conditions of employment (including position,
location, compensation and benefits) will not be adversely changed during the
three-year period after a Change of Control of the Corporation. If the
Corporation terminates the executive's employment (other than for cause, death
or disability), the executive terminates for "good reason" during such three-
year period, or the executive terminates employment for any reason during the
30-day period following the first anniversary of the Change of Control, and
upon certain terminations prior to a Change of Control in connection with or
in anticipation of a Change of Control, the executive is generally entitled to
receive (i) three times the sum of (a) the executive's annual base salary plus
(b) the executive's annual bonus (as determined in the agreements), (ii)
accrued but unpaid compensation, (iii) welfare benefits for three years, (iv)
a pro rata bonus for the year in which the termination of employment occurs
and (v) a lump sum payment having an actuarial value equal to the additional
pension benefits the executive would have received if he or she had continued
to be employed by the Corporation for an additional three years. In addition,
the agreements provide that the executive is entitled to receive a payment in
an amount sufficient to make the executive whole for any excise tax on excess
parachute payments imposed under Section 4999 of the Internal Revenue Code of
1986, as amended. In the event of a Change of Control, the agreements will
supercede any individual employment agreements entered into by the Corporation
with the executives, and the executive will not be permitted to participate in
the Corporation's severance plans or policies, including the Severance Pay
Plan described below, during the three-year period following a Change of
Control.
14
Severance Pay Plan. Each of the named executive officers (other than Mr.
Kurlander, who is now retired) participates in the Corporation's Severance Pay
Plan. Participants in the Severance Pay Plan with at least one year of service
(a) who have been continually employed by the Corporation or one of its
subsidiaries or affiliates on and after August 1, 1991, or (b) whose
employment with the Corporation or one of its subsidiaries or affiliates is
involuntarily terminated other than for "cause" (as defined in the Severance
Pay Plan) within 24 months after a change of control (as defined in the
Severance Pay Plan) of the Corporation (other than those participants whose
employment began on or after May 1, 1993) are entitled to receive a minimum of
the greater of (i) four weeks of salary (as defined in the Severance Pay
Plan), together with an additional two weeks of salary for each year of
service; or (ii) from nine to 78 weeks of salary depending on the salary grade
of the participant, calculated based on the relevant participant's salary as
of April 30, 1993. Each of the named executive officers who are otherwise
eligible for severance pay under clause (ii) above would receive 52 weeks of
salary. Participants whose employment began on or after May 1, 1993 and whose
employment is involuntarily terminated are entitled to receive only the amount
determined as set forth in clause (i) in the previous sentence. Under the
Severance Pay Plan, the maximum severance allowance benefit payable to a
participant calculated as set forth above is 104 weeks of such participant's
salary. In addition to the amount described above, each participant is also
entitled to a lump sum payment equal to the Corporation's matching
contribution that would have been made under the Corporation's Retirement
Savings Plan calculated in accordance with the relevant provisions of the
Severance Pay Plan and any accrued and unused vacation time. Participants
under the Severance Pay Plan are also entitled to certain fringe benefits,
such as coverage under the Corporation's medical and dental plans and life
insurance plan, as set forth in the Severance Pay Plan.
Report of Compensation Committee
on Executive Compensation
The report of the Compensation Committee and the performance graph that
follow shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934 except to
the extent that the Corporation specifically incorporates the information by
reference, and shall not otherwise be deemed filed under such Acts.
The Compensation Committee of the Board of Directors is composed entirely
of directors who are not officers or employees of the Corporation or any of
its subsidiaries. The Compensation Committee is responsible to the Board of
Directors and by extension to the stockholders of the Corporation for
approving and administering the policies which govern annual compensation and
incentive programs for the Corporation's executive officers and other key
employees.
There are four elements to the Corporation's executive compensation
program--base salaries, annual incentives, intermediate term incentives and
stock options. The Committee has determined that in general the value of the
sum of these four elements, assuming certain performance-based targets are
met, should approach the 75th percentile for comparable positions in the gold
mining industry as set forth in the executive level compensation surveys
described below.
Base Salaries. The base salaries for the Corporation's executive officers,
including Mr. Murdy and the other named executive officers, fall within salary
ranges that reflect competitive base pay levels within the mining industry as
a whole for the positions they hold. The Corporation subscribes to and
participates in surveys of executive level compensation. One of the surveys in
which the Corporation participates not only includes the companies that
comprise the Standard & Poor's Gold Index shown on the Corporation's
Performance Graph below, but also includes a number of companies which the
Committee believes are more appropriate for comparison with the Corporation
for purposes of analyzing executive compensation. The Corporation participates
in other surveys as well, which cover a wide range of industries and
companies. Although many of the companies included in these broader surveys
are not capable of meaningful comparison with the Corporation, the
15
Corporation uses such surveys to identify general trends in executive
compensation. Based on a review of such survey information, the Committee
believes that the base salaries of the Corporation's executive officers are
generally in the median of salaries for comparable positions in the gold
mining industry. Mr. Murdy was named President and Chief Executive Officer on
January 1, 2001 and his base salary is consistent with the Corporation's
philosophy that base salaries be at approximately the median for comparable
positions.
Annual Incentives. Annual incentive awards are made pursuant to the
Corporation's Annual Incentive Compensation Plan ("AICP"). The named executive
officers (and other participants at specified salary levels) are eligible to
receive both a corporate performance bonus and a personal performance bonus.
Corporate performance bonuses were paid in cash and were based upon the
attainment of (i) certain cost goals, (ii) certain cash flow goals and (iii)
an earnings goal. All of these goals were established by the Committee. At
year end, actual results are compared with the previously established goals to
determine a performance percentage. In 2001, the Corporation achieved a
performance percentage of 121%.
Personal performance bonuses are based upon an evaluation of a
participant's personal contribution to the Corporation. In 2001, personal
performance awards to the named executive officers and other AICP participants
were based on certain subjective factors such as the individual skills,
experience and accomplishments of the relevant executive officer, as well as
such executive officers' contributions to the positive results realized by the
Corporation during 2001. The Committee did not use any fixed weighting of any
factors in determining personal performance bonuses.
Participants in the AICP are assigned target awards as a percentage of
their eligible base salary. Target awards increase at higher management levels
to 100% of eligible base salary in the case of the Chief Executive Officer.
Actual payouts exceeded these percentages in 2001 because actual results
exceeded target performance. The weighting of corporate performance and
personal performance factors varies by participant, and in the case of Mr.
Murdy is approximately two-thirds corporate performance and one-third personal
performance at target.
Mr. Murdy's total 2001 AICP bonus of $887,425 was equal to 148% of his 2001
base salary. Mr. Murdy's corporate performance bonus of $487,425 (55% of such
total award) was based on a payout percentage of 121%, as described above. His
personal performance bonus of $400,000 (45% of such total award) was based on
Mr. Murdy's personal performance evaluation. In making this determination, the
Committee considered the following accomplishments and positive results, which
each occurred during Mr. Murdy's first year of leadership as Chief Executive
Officer of the Corporation:
. the successful execution of agreements with Franco-Nevada and Normandy,
ultimately resulting in the acquisitions of those companies and the
creation of the world's premier gold company;
. the progress made with respect to the integration of Battle Mountain
Gold Company, resulting in pre-tax synergies in excess of $25 million
during 2001;
. an increase of earnings before merger and non-cash items of 73% over
2000, to $13.7 million, or $0.07 per share, despite an 8% decline in
revenue and a 5% decline in production; and
. the continued success of the Batu Hijau project, which in its second
full year of operation exceeded its production targets for copper and
gold and reduced cash costs by 37%.
Intermediate Term Incentives. In 1997, the Corporation established the
Intermediate Term Incentive Compensation Plan ("ITIP") to provide incentive
compensation to the named executive officers and to other participants at
specified salary levels. The ITIP is intended to reward eligible participants
based upon the attainment of objective financial and business goals over a
three-year period established annually by the Committee. Such goals relate to
gold production, cost of production, proven and probable gold reserves and
earnings per share. The Corporation must achieve certain minimum results
before any ITIP bonuses can be paid. ITIP bonuses are incrementally increased
or decreased, as the case may be, depending on actual results. With respect to
2001, the payout percentage was 124% of target, based on 2001, 2000 and 1999
results. Bonuses are
16
paid one-half in cash and one-half in the form of restricted shares of Newmont
Common Stock. Such shares vest over two years. During such period, a recipient
has the right to vote such shares and to receive dividends. Once fully vested,
a recipient has all the rights of full ownership. Participants in the ITIP are
assigned target awards as a percentage of their eligible base salary. For
2001, these target percentages ranged from 30% to 175%. Actual payouts for
2001 exceeded these percentages because actual results exceeded target
performance.
In recognition of Mr. Murdy's contributions to the Corporation during the
three year plan period (1999-2001), the Committee, according to the terms of
the ITIP, awarded Mr. Murdy a bonus of $1,299,900, of which approximately one-
half was paid in cash, and one-half was awarded in restricted shares of
Newmont Common Stock. This bonus was equal to 217% of his 2001 base salary.
Stock Options. The fourth element of executive compensation, stock options,
is long term in nature and is designed to link executive rewards with
stockholder value over time. The awarding of stock options promotes the
creation of stockholder value because the benefits cannot be realized unless
stock price appreciation occurs. The Committee believes that the number of
stock options awarded should be sufficient in amount to provide a strong
incentive to increase stockholder value, with the number of options increasing
in proportion to the relative potential influence of the recipient on overall
performance of the Corporation. In addition, the Committee believes that
option awards are intended to reward recipients making a long-term commitment
to the Corporation.
Summary. The Committee believes that the combination of competitive base
salaries, annual incentives paid in cash, intermediate term incentives paid
partially in cash and restricted stock and stock options represents a highly
motivational and effective senior executive compensation program that works to
attract and retain talented executives and strongly aligns the interests of
senior management with those of the stockholders of the Corporation in seeking
to achieve over time above average long-term returns on investment.
Submitted by the Compensation Committee of the Board of Directors:
Glen A. Barton Robin A. Plumbridge
Vincent A. Calarco Michael K. Reilly
Joseph P. Flannery, Chairman
17
Five-Year Stockholder Return Comparison
The following graph assumes a $100 investment on December 31, 1996 in each
of the Corporation's common stock, the S&P Gold Index and the S&P 500 Index.
Cumulative Value of a $100 Investment
Assuming Reinvestment of Dividends
[CHART]
Dec-96 Dec-97 Dec-98 Dec-99 Dec-00 Dec-01
------ ------ ------ ------ ------ ------
Newmont Mining Corp................... $100 $ 66 $ 41 $ 56 $ 39 $ 44
S&P(C) 500............................ $100 $133 $171 $208 $189 $166
S&P(C) Gold Index*.................... $100 $ 66 $ 57 $ 55 $ 46 $ 52
--------
*Barrick Gold Corp., Newmont Mining Corporation and Placer Dome Inc.
Report of the Audit Committee
The report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934 except to the extent that the Corporation
specifically incorporates the information by reference, and shall not
otherwise be deemed filed under such Acts.
The Audit Committee has reviewed and discussed with management the audited
financial statements of the Corporation for the fiscal year ended December 31,
2001.
The Audit Committee has discussed with Arthur Andersen LLP ("Andersen"),
the Corporation's independent auditors, the matters required to be discussed
by Statement on Auditing Standards No. 61 (Codification of Statements on
Auditing Standards, AU 380). The Audit Committee has received the written
disclosures and the letter from Andersen required by Independence Standards
Board Standard No. 1, and has discussed Andersen's independence with them.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, for filing with the U.S. Securities and Exchange
Commission.
Submitted by the Audit Committee of the Board of Directors:
Vincent A. Calarco Robin A. Plumbridge, Chairman
James T. Curry, Jr. James V. Taranik
18
Section 16(a) Reporting
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors and holders of greater than 10%
of the Corporation's outstanding common stock to file initial reports of their
ownership of the Corporation's equity securities and reports of changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. Based solely on a review of the copies of such reports furnished to
the Corporation and written representations from the Corporation's executive
officers and directors, the Corporation believes that all Section 16(a) filing
requirements were complied with in 2001.
Other Matters
The Board of Directors does not intend to bring other matters before the
Corporation's Annual Meeting of Stockholders except items incident to the
conduct of the meeting. However, on all matters properly brought before the
meeting by the Board of Directors or by others, the persons named as proxies
in the accompanying proxy, or their substitutes, will vote in accordance with
their best judgment.
19
APPENDIX A
NEWMONT MINING CORPORATION
AUDIT COMMITTEE CHARTER
The Board of Directors of Newmont Mining Corporation, (the Corporation) has
established an Audit Committee comprised of at least three directors appointed
by the Board. The membership qualifications, authority, responsibility and
specific duties of the Audit Committee are described below:
MEMBERSHIP QUALIFICATIONS
To serve on the Audit Committee, a director must be independent as
described below:
To be considered independent, a director must have no relationship with the
Corporation that may interfere with the exercise of his/her independence from
management and the Corporation. Examples of relationships that would preclude
service on the Audit Committee would be:
. a director employed by the Corporation or any of its affiliates during
any of the past five years;
. a director receiving compensation from the Corporation or any of its
affiliates other than for board service;
. a director who is an immediate family member of an individual who has
been an officer of the Corporation during any of the past five years;
. a director who is a partner in, controlling stockholder or executive
officer of, any for-profit business organization to which the
Corporation made, or from which the Corporation received, payments that
are or have been significant to the Corporation or that business
organization during any of the past five years;
. a director who is the executive of another company where any of the
Corporation's executives serves on that company's compensation
committee.
In addition, to serve on the Audit Committee, a director must be
financially literate, as the Board of Directors interprets such qualification
in its business judgment.
At least one member of the Audit Committee must have accounting or related
financial management expertise, as the Board of Directors interprets such
qualification in its business judgment.
AUTHORITY
The Board of Directors has granted the Audit Committee authority to
investigate any activity of the Corporation and its subsidiaries. The
Committee has been granted unrestricted access to all information and all
employees are directed to cooperate as requested by members of the Committee.
The Committee is empowered to retain persons having special competencies as
necessary to assist the Committee in fulfilling its responsibility.
RESPONSIBILITY
The primary responsibility for financial and other reporting, internal
controls, and compliance with laws, regulations, and ethics rests with the
executive management of the Corporation. The primary function of the Committee
is to assist the Board in fulfilling its responsibilities by reviewing the
financial information which will be provided to the stockholders and others,
the systems of internal controls which management and the Board of Directors
have established, and the audit process.
A-1
The Committee, in performing its fiduciary duty to the Board, has oversight
responsibility in the following areas:
. Financial reporting
. Compliance with corporate policy
. Corporate control
The Committee is responsible to provide assurance on the integrity of the
financial reporting process and that the financial statements adequately
represent the Corporation's financial condition and results of operations.
Secondly, the Committee is responsible to provide assurance that the
Corporation is in compliance with corporate policies that provide processes,
procedures and standards to follow in accomplishing the company's goals and
objectives. Thirdly, the Committee is responsible for understanding the
Corporation's financial reporting risks and the internal control structure.
The Committee is also responsible for assuring the independence and
objectivity of the independent public accountants and the internal auditors.
Each audit group shall have direct and unrestricted access to the Committee as
well as the opportunity to meet with the entire Board of Directors. The Audit
Committee shall meet no less than three times annually. Additional or special
meetings may be held at the Committee's discretion.
SPECIFIC DUTIES
In discharging its responsibilities, the Audit Committee is expected to
perform the following duties:
1. Recommend to the Board of Directors the retention or non-retention of the
independent public accountants.
2. Communicate to the independent public accountants that they are ultimately
accountable to the Audit Committee and Board of Directors.
3. Review, prior to the annual audit, the scope of the independent public
accountants' audit examination, including their proposed fees. Such fees
are to be arranged with management and summarized for Committee review.
4. Review with the director of internal audit the qualifications and staffing
of the internal audit department, the scope of the audits and the
significant findings.
5. Review with the independent public accountants, the director of internal
auditing and management the Corporation's policies and procedures relative
to the adequacy of internal accounting and financial reporting controls,
including controls over quarterly financial reporting, computerized
information systems and security. Further, the Committee is to make, or
cause to be made, all necessary inquiries of management, the independent
public accountants and the internal auditors concerning compliance with
established standards of corporate conduct.
6. Review with management the accounting and reporting principles and
practices applied by the Corporation in preparing its financial statements.
7. Review with management and the independent public accountants, upon
completion of their audit, the financial results for the year. This review
is to include the Corporation's annual financial statements, related
footnotes, management's discussion and analysis of the financial results,
the results of the audit and the independent public accountants' management
recommendations. In addition, review significant transactions which
occurred during the year, any significant adjustments, management judgments
and accounting estimates, new accounting policies and any disagreements
between management and the independent public accountants.
8. Annually receive from the independent public accountants a written
statement delineating all their relationships with the Corporation,
consistent with the Independence Standards Board Standard I, which is to
include all non-audit services provided and related fees. The Audit
Committee will discuss with the
A-2
independent public accountants any disclosed relationships or services that
may impact the objectivity and independence of the accountants and take, or
recommend the Board of Directors take, appropriate action to ensure the
independence of the accountants.
9. Prior to the release of quarterly earnings, at least the chairman of the
Audit Committee discuss with management and the independent public
accountants the results for the quarter, including any significant
transactions which occurred during the quarter, any significant
adjustments, management judgments and accounting estimates, new accounting
policies and any disagreements between management and the independent
public accountants.
10. Review and approve the "Report of the Audit Committee" included in the
Corporation's annual proxy statement. Such report is to include:
. That matters required by Statement on Auditing Standards No. 61 have
been discussed with the independent public accountants;
. That the independence of the independent public accountants has been
discussed with them;
. That the audited financial statements have been reviewed and discussed
with management, and
. The Committee's recommendation with regard to the audited financial
statements.
11. Review and reassess the adequacy of this charter on an annual basis.
12. Apprise the Board of Directors of significant developments in the course
of performing the above duties.
A-3
PROXY
NEWMONT MINING CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
May 15, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF NEWMONT MINING CORPORATION
The undersigned, a holder of record shares of (i) common stock, par value $1.60
per share, of Newmont Mining Corporation or (ii) $3.25 convertible preferred
stock, par value $5.00 per share, of Newmont Mining Corporation, at the close of
business on March 18, 2002 (the "Record Date") hereby appoints Bruce D. Hansen,
W. Durand Eppler and Britt D. Banks, and each or any of them, the proxy or
proxies of the undersigned, with full power of substitution and revocation, to
represent the undersigned and to vote all shares of the common or preferred
stock of Newmont Mining Corporation which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of the Corporation to be held at 10:00 a.m.
local time on Wednesday, May 15, 2002 in the Hershner Room, 1700 Lincoln
Street, Denver, Colorado USA, and any adjournments thereof, upon the matters
listed on the reverse side hereof. The proxies appointed hereby may act by a
majority of said proxies present at the meeting (or if only one is present, by
that one).
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
--------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
or
2. Call TOLL FREE 1-800-435-6710 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
3. Vote by Internet at our Internet Address: http://www.eproxy.com/nem
PLEASE VOTE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1. please mark [X]
your vote as
indicated in
this example
Item 1-ELECTION OF DIRECTORS
FOR ALL WITHELD FOR ALL
[ ] [ ]
Nominees: 01 G.A. Barton, 02 V.A. Calarco, 03 J.T. Curry, Jr., 04 J.P. Flannery,
05 M.C. Haase, 06 M.S. Hamson, 07 L.I. Higdon, Jr., 08 P. Lassonde,
09 R.J. Miller, 10 W.W. Murdy, 11 R.A. Plumbridge, 12 J.B. Prescott,
13 M.A. Qureshi, 14 M.K. Reilly, 15 S. Schulich, 16 J.V. Taranik
---------------------------------------------------------------------
The undersigned hereby authorizes the proxies, in their discretion, to vote on
any other business which may properly be brought before the meeting or any
adjournment thereof.
By execution of the Proxy, the undersigned hereby authorizes such proxies or
their substitutes to vote in their discretion on such other business as may
properly come before the Annual Meeting.
The undersigned acknowledges receipt of the Notice on Annual Meeting of
Stockholders and the Proxy Statement.
Signature Signature Date
------------------- ---------------------- ------------
Proxies can only be given by Newmont Mining common and preferred stockholders of
record on the Record Date. Please sign your name below exactly as it appears on
your stock certificate(s) on the Record Date or on the label affixed hereto.
When the shares of Newmont Mining common and preferred stock are held of record
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or authorized
officer. If a partnership, please sign in partnership name by authorized person.
--------------------------------------------------------------------------------
FOLD AND ATTACH HERE
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 4PM Eastern Time
the business day prior to annual meeting day.
Your Internet and telephone voting authorizes the named proxies
to vote your shares in the same manner as if you marked,
signed and returned your proxy card.
Internet
http://www.eproxy.com/nem
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
OR
Telephone
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
OR
Mail
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
NEWMONT MINING CORPORATION
Notice to Exchangeable Shareholders
Our records show that you own Exchangeable Shares of Newmont Mining
Corporation of Canada Limited (formerly known as Franco-Nevada Mining
Corporation Limited), a Canadian company. The Exchangeable Shares provide you
with economic and voting rights which are, as nearly as practicable,
equivalent to those of holders of shares of common stock of Newmont Mining
Corporation (the "Company"), the U.S. parent of Newmont Mining Corporation of
Canada Limited, including the right to attend and vote at meetings of the
common stockholders of the Company. The Company will be holding an annual
meeting (the "Annual Meeting") of its common stockholders on May 15, 2002 to
elect directors.
At such Annual Meeting you will have voting rights, based on the number of
Exchangeable Shares you hold. You are permitted to instruct Computershare
Trust Company of Canada, the Trustee under the Voting and Exchange Trust
Agreement, as to how the Trustee is to vote your Exchangeable Shares at the
Annual Meeting of the Company. If you do not give voting instructions, the
Trustee will not be entitled to exercise the voting rights attached to your
Exchangeable Shares. Alternatively, you may instruct the Trustee to give you
or a person designated by you a proxy to exercise personally the voting rights
attached to your Exchangeable Shares. To instruct the Trustee as to how you
wish to exercise your voting rights, you must complete, sign, date and return
the enclosed Voting Instruction Form to the Trustee by 5:00 p.m., Toronto
time, on May 9, 2002. The Trustee will not be obligated to act on any
instructions received after that time. Whether or not you plan to attend,
please sign, date and return the Voting Instruction Form in the envelope
provided in order to ensure that your Exchangeable Shares will be represented
at the Annual Meeting.
You have the right to revoke any instructions to the Trustee by giving
written notice of revocation to the Trustee or by executing and delivering to
the Trustee a later-dated Voting Instruction Form. No notice of revocation or
later-dated Voting Instruction Form, however, will be effective unless
received by the Trustee prior to 5:00 p.m., Toronto time, on May 9, 2002.
Non-Registered Holders
Only registered holders of Exchangeable Shares of Newmont Mining
Corporation of Canada Limited are permitted to instruct the Trustee as to how
to vote their Exchangeable Shares at the Annual Meeting or to attend and vote
at the Annual Meeting in person or by proxy as described above. You may be a
beneficial owner of Exchangeable Shares (a "Non-Registered Holder") if your
Exchangeable Shares are registered either:
(i) in the name of an intermediary (an "Intermediary") with whom you deal
in respect of the Exchangeable Shares, such as, among others, banks,
trust companies, securities dealers or brokers and trustees or
administrators of self-administered RRSPs, RRIFs, RESPs and similar
plans; or
(ii) in the name of a clearing agency (such as The Canadian Depository for
Securities Limited) of which the Intermediary is a participant.
Newmont Mining Corporation of Canada Limited has distributed copies of the
Notice of Meeting, the Proxy Statement dated March 29, 2002 and this Notice to
Exchangeable Shareholders (collectively, the "meeting materials") to
Intermediaries who are required to forward these meeting materials to Non-
Registered Holders unless a Non-Registered Holder has waived the right to
receive them. If you are a Non-Registered Holder who has not waived the right
to receive meeting materials you will be given either:
(i) a voting instruction form which has already been signed by the
Intermediary (typically by a facsimile, stamped signature) which is
restricted as to the number of Exchangeable Shares beneficially owned
by you but which is otherwise uncompleted. This voting instruction form
need not be signed by you. In this case, if you wish to direct the
voting of the Exchangeable Shares held by you or attend and vote at the
Annual Meeting (or have another person attend and vote on your behalf)
you should properly complete the voting instruction form and deposit it
with Computershare Trust Company of
Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 or by
fax to (416) 981-9803 prior to 5:00 p.m., Toronto time, on May 9, 2002;
or
(ii) a voting instruction form which must be completed and signed by you in
accordance with the directions on the voting instruction form (which
may in some cases permit the completion of the voting instruction form
by telephone).
The purpose of these procedures is to permit you, as a Non-Registered
Holder, to direct the voting of the Exchangeable Shares you beneficially own
or to attend and vote at the Annual Meeting, in person or by proxy. Non-
Registered Holders should carefully follow the instructions of their
Intermediaries and their service companies.
A Non-Registered Holder may revoke a voting instruction form given to an
Intermediary at any time by written notice to the Intermediary, except that an
Intermediary is not required to act on a revocation of a voting instruction
form that is not received by the Intermediary at least seven days prior to the
Annual Meeting.
Information relating to Newmont Mining Corporation
Exchangeable Shares are exchangeable on a one-for-one basis for shares of
common stock of Newmont Mining Corporation and you, as a holder of
Exchangeable Shares, are entitled to receive dividends from Newmont Mining
Corporation payable at the same time as and equivalent to, on a per-share
basis, any dividends paid by Newmont Mining Corporation to holders of its
shares of common stock. As a result of the economic equivalency and voting
rights between the Exchangeable Shares and shares of common stock of Newmont
Mining Corporation you, as a holder of Exchangeable Shares, will have a
participating interest determined by reference to Newmont Mining Corporation
and not Newmont Mining Corporation of Canada Limited. Accordingly, it is
information related to Newmont Mining Corporation that is relevant to you and
enclosed in this package is Newmont Mining Corporation's Proxy Statement which
we urge you to read carefully.
Denver, Colorado
March 29, 2002
VOTING INSTRUCTION FORM
DIRECTION GIVEN BY REGISTERED HOLDERS OF
EXCHANGEABLE SHARES OF NEWMONT MINING CORPORATION
OF CANADA LIMITED (FORMERLY KNOWN AS FRANCO-NEVADA MINING
CORPORATION LIMITED) FOR THE MAY 15, 2002 ANNUAL
MEETING OF STOCKHOLDERS OF NEWMONT MINING CORPORATION
The undersigned, having read the Notice of Annual Meeting (the "Annual
Meeting") of common stockholders of Newmont Mining Corporation (the "Company")
to be held in the Hershner Room, 1700 Lincoln Street, Denver, Colorado,
U.S.A., on Wednesday, May 15, 2002, at 10:00 a.m. local time, the Proxy
Statement dated March 29, 2002, and the accompanying Notice to Exchangeable
Shareholders, receipt of each of which is hereby acknowledged, does hereby
instruct and direct Computershare Trust Company of Canada (the "Trustee"),
pursuant to the provisions of the Voting and Exchange Trust Agreement (the
"Agreement") dated as of February 16, 2002, among the Company, Newmont Mining
Corporation of Canada Limited and the Trustee, as follows:
(PLEASE NOTE: IF NO DIRECTION IS MADE AND YOU SIGN BELOW, THE TRUSTEE IS
HEREBY AUTHORIZED AND DIRECTED TO VOTE FOR ITEM 1 BELOW AND AS TO ANY OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING TO VOTE IN ITS
DISCRETION.)
(Please select one of A, B or C)
A.[_]Exercise or cause to be exercised, whether by proxy given by the Trustee
to a representative of the Company or otherwise, the undersigned's voting
rights at the Annual Meeting, or any postponement or adjournment thereof,
as follows:
(Please complete the following only if you have selected Alternative A)
1. ELECTION OF DIRECTORS Nominees:
01 G.A. Barton, 02 V.A. Calarco, 03 J.T. Curry,
Jr., 04 J.P. Flannery, 05 M.C. Haase, 06 M.S.
Hamson, 07 L.I. Higdon, Jr., 08 P. Lassonde, 09
FOR WITHHELD R.J. Miller, 10 W.W. Murdy, 11 R.A. Plumbridge,
ALL FOR ALL 12 J.B. Prescott, 13 M.A. Qureshi, 14
M.K. Reilly, 15 S. Schulich, 16 J.V. Taranik
[_] [_] FOR ALL EXCEPT NOMINEES WRITTEN IN THE SPACE PROVIDED BELOW
-----------------------------------------------
2. To vote, in its discretion, on any other business which may properly be
brought before the meeting or any adjournment thereof.
(If you have selected Alternative A, please go directly to the signature line
on this page)
B.[_]Deliver a proxy card to the undersigned at the Annual Meeting with
respect to all the Exchangeable Shares of Newmont Mining Corporation of
Canada Limited (formerly known as Franco-Nevada Mining Corporation
Limited) held by the undersigned on the record date for the Annual
Meeting so that the undersigned may exercise personally the undersigned's
voting rights at the Annual Meeting or any postponement or adjournment
thereof.
(If you have selected Alternative B, please go directly to the signature line
on this page)
C.[_]Deliver a proxy card to ____________ to attend and act for and on behalf
of the undersigned at the Annual Meeting with respect to all the
Exchangeable Shares of Newmont Mining Corporation of Canada Limited
(formerly known as Franco-Nevada Mining Corporation Limited) held by the
undersigned on the record date for the Annual Meeting with all the powers
that the undersigned would possess if personally present and acting
thereat including the power to exercise the undersigned's voting rights
at the Annual Meeting or any postponement or adjournment thereof.
Executed on the day of , 2002.
Signature:___________________________
NOTES:
(1) A shareholder has the right to appoint a person to represent him/her at
the Annual Meeting by inserting in the space provided the name of the
person the shareholder wishes to appoint. Such person need not be a
shareholder.
(2) To be valid, this Voting Instruction Form must be signed and deposited
with Computershare Trust Company of Canada, 100 University Avenue, 9th
Floor, Toronto, Ontario M5J 2Y1 in the enclosed return envelope or by fax
to (416) 981-9803 prior to 5:00 p.m., Toronto time, on May 9, 2002 or, if
the Annual Meeting is adjourned, 48 hours (excluding Saturdays and
holidays) before any adjourned Annual Meeting.
(3) If an individual, please sign exactly as your Exchangeable Shares are
registered.
(4) If the shareholder is a corporation, this Voting Instruction Form must be
executed by a duly authorized officer or attorney of the shareholder and,
if the corporation has a corporate seal, its corporate seal should be
affixed.
(5) If Exchangeable Shares are registered in the name of an executor,
administrator or trustee, please sign exactly as the Exchangeable Shares
are registered. If the Exchangeable Shares are registered in the name of
the deceased or other shareholder, the shareholder's name must be printed
in the space provided. This Voting Instruction Form must be signed by the
legal representative with his/her name printed below his/her signature and
evidence of authority to sign on behalf of the shareholder must be
attached to this Voting Instruction Form.
(6) In many cases, Exchangeable Shares beneficially owned by a holder (a "Non-
Registered Holder") are registered in the name of a securities dealer or
broker or other intermediary, or a clearing agency. Non-Registered Holders
should, in particular, review the section entitled "Non-Registered
Holders" in the accompanying Notice to Exchangeable Shareholders and
carefully follow the instructions of their intermediaries.
(7) If a share is held by two or more persons, each should sign this Voting
Instruction Form.
(8) If this Voting Instruction Form is not dated in the space provided, it is
deemed to bear the date on which it is mailed to the shareholder.
Proxy Form
Newmont
Mining All correspondence to:
Corporation Computershare Investor Services Pty Limited
ARBN 099 065 997 GPO Box 7045 Sydney
Incorporated in the state of New South Wales 1115 Australia
Delaware, USA, Enquiries (within Australia) 1800 001 199
with limited liability (outside Australia) 61 3 9649 5257
Facsimile 61 2 8234 5180
www.computershare.com
SAMPLE CUSTOMER Securityholder Reference Number (SRN)
ADDRESS
ADDRESS
ADDRESS
ADDRESS
SAMPLETOWN TAS 7000 NEM
I 1234567890 JNT
CDI Voting Instruction Form Annual Meeting of Stockholders - May 15, 2002,
Denver, Colorado, USA.
Your voting instructions are being sought so that CHESS Depositary Nominees Pty
Ltd may respond to a proxy solicitation on behalf of the Board of Directors of
Newmont Mining Corporation. Voting instructions to CHESS Depositary Nominees Pty
Ltd
I/We being a holder of CHESS Depositary Interests of the above Company hereby
direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our
holding at the Annual Meeting in respect of the resolutions outlined below, as
follows
CHESS Depositary Nominees Pty Ltd will vote as directed. Please mark with an X
to indicate your directions.
Election of Directors
For Against Abstain*
1. G.A. Barton be elected as a Director [ ] [ ] [ ]
2. V.A. Calarco be elected as a Director [ ] [ ] [ ]
3. J.T. Curry Jr. be elected as a Director [ ] [ ] [ ]
4. J.P. Flannery be elected as a Director [ ] [ ] [ ]
5. M.C. Haase be elected as a Director [ ] [ ] [ ]
6. M.S. Hamson be elected as a Director [ ] [ ] [ ]
7. L.I. Higdon Jr. be elected as a Director [ ] [ ] [ ]
8. P. Lassonde be elected as a Director [ ] [ ] [ ]
9. R.J. Miller be elected as a Director [ ] [ ] [ ]
10. W.W. Murdy be elected as a Director [ ] [ ] [ ]
11. R.A. Plumbridge be elected as a Director [ ] [ ] [ ]
12. J.B. Prescott be elected as a Director [ ] [ ] [ ]
13. M.A. Qureshi be elected as a Director [ ] [ ] [ ]
14. M.K. Reilly be elected as a Director [ ] [ ] [ ]
15. S. Schulich be elected as a Director [ ] [ ] [ ]
16. J.V. Taranik be elected as a Director [ ] [ ] [ ]
*If you mark the abstain box for a particular item, you are directing your proxy
not to vote on that item.
By execution of this CDI Voting Instruction 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.
Authorised signature/s This section must be signed in accordance with the
instructions overleaf to enable your directions to be
implemented.
Individual or Securityholder 1
---------------------------------------
Sole Director and Sole Company Secretary
Securityholder 2
---------------------------------------
Director
Securityholder 3
---------------------------------------
Director/Company Secretary
/ /
------------------------------ -------------------------- -----------------
Contact Name Contact Daytime Telephone Date
Instruction for Completion of CDI Voting Instruction Form
Your vote is important.
Each Newmont Mining Corporation CHESS Depositary Interest (CDI) is equivalent to
one tenth of one share of Newmont Common Stock, so that every 10(ten) CDIs that
you own at 18 March 2002 (record date) entitles you to one vote.
You can vote by completing, signing and returning your CDI Voting Instruction
Form. The CDI Voting Instruction Form gives your voting instructions to CHESS
Depositary Nominees Pty Ltd, which will vote the underlying shares on your
behalf. You need to return your completed CDI Voting Instruction Form so that it
is received at the address shown on the Form by not later than 4:00pm, Sydney,
Australia time on 14 May 2002. That will give CHESS Depositary Nominees Pty Ltd
enough time to tabulate all CHESS Depositary Interest votes and to vote the
underlying shares.
Signature(s) of CHESS Depositary Interest Holders
Each holder must sign the Voting Instruction Form. If your CDIs are held in
joint names, all holders must sign in the boxes. If you are signing as an
Attorney, then the Power of Attorney must have been noted by the Company's
Australian Registry or a certified copy of it must accompany this form.
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 Director, or Director and
Company Secretary.
If you require further information on how to complete the CDI Voting Instruction
Form, telephone the Registry on 1800 001 199.
Lodgement of Notice
CDI Voting Instruction Forms must be returned to Computershare Investor Services
Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000, or GPO Box 7045,
Sydney NSW 1115.
For assistance please contact Computershare Investor Services Pty Limited
on 1 800 001 199.