UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2010
NEWMONT MINING CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-31240
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84-1611629 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6363 South Fiddlers Green Circle
Greenwood Village, Colorado
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80111 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (303) 863-7414
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.03. AMENDMENTS TO BYLAWS.
On December 8, 2010, the Board of Directors (the “Board”) of Newmont Mining Corporation (the
“Company”) adopted amendments to the Company’s By-Laws (the “By-Laws”) to provide for majority
voting in uncontested elections of directors. The amendments became effective immediately upon
adoption by the Board.
Article II, Section 1 of the By-laws was amended to provide that nominees for director will be
elected to the Board by a majority of the votes cast at any meeting for the election
of directors at which a quorum is present. A majority of votes cast means that the number of
shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to
that director’s election. Votes cast include votes to withhold authority and exclude abstentions
with respect to that director’s election. In contested elections where the number of nominees
exceeds the number of directors to be elected, the vote standard will continue to be a plurality of
votes cast.
If a nominee who already serves as a director is not elected and no successor has been elected
at such meeting, the director shall promptly tender his or her resignation to the Board. The
Corporate Governance and Nominating Committee (the “Committee”) will then make a recommendation to
the Board as to whether to accept or reject the tendered resignation, or whether other action
should be taken. The Board will act on the tendered resignation taking into account the
recommendation of the Committee, and publicly disclose (by a press release, a filing with the
Securities and Exchange Commission or other broadly disseminated means of communication) its
decision regarding the tendered resignation and the rationale behind the decision within 90 days
from the date of the certification of the election results. The Committee in making its
recommendation, and the Board in making its decision, may each consider any factors or other
information that it considers appropriate and relevant. The director who tenders his or her
resignation shall not participate in the recommendation of the Committee or the decision of the
Board with respect to his or her resignation. If the incumbent director’s resignation is not
accepted by the Board, such director shall continue to serve until the next annual meeting and
until his or her successor is duly elected, or his or her earlier resignation or removal. If a
director’s resignation is accepted by the Board, then the Board may fill any resulting vacancy or
decrease the size of the Board.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by
reference to the complete text of the By-Laws, as amended and restated effective as of December 8,
2010. A copy of the By-Laws, as amended and restated, is attached as Exhibit 3.1 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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| Exhibit No. |
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Description |
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3.1 |
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Newmont Mining Corporation By-Laws, as amended and restated
December 8, 2010 |
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