Newmont Corporation (NEM) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Newmont Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Logan Hennessey, Associate General Counsel and Corporate Secretary of Newmont Corporation. Mrs. Hennessey, the floor is yours.

Thank you, operator. Good morning, ladies and gentlemen, and welcome again to Newmont's 2020 Annual Meeting of Stockholders. Investors are reminded that today's meeting is a virtual-only meeting and won't be conducted as a live audio webcast. I call your attention to the rules of conduct and agenda for this meeting. These are available to each attendee in the file section in the lower left of your screen. Investors are reminded that should you wish to vote during the meeting or submit a question, you will need to sign in using your 15-digit control number provided on the proxy card or notice of availability of proxy materials that you previously received. Before we begin the business portion of the meeting, I would like to recognize that all of the current members of Newmont's Board of Directors and proposed director nominees are in attendance on today's meeting as well as members of Newmont's executive leadership team and representatives of Ernst & Young, our independent auditors. During the meeting, questions should pertain to the proposals being considered at that particular time and may be submitted in the field provided in the web portal at or before the time of the specific item of business before the meeting. Following the close of voting and adjournment of the formal business, our President and CEO, Tom Palmer, will be available to address other questions from stockholders regarding the company. I will ask all speaker participants on the phone other than Ms. Doyle and Mr. Palmer to mute their lines. With that, I am pleased to turn the meeting over to our independent Chair of the Board of Directors, Noreen Doyle.

Thank you, Ms. Hennessey. Good morning. I am Noreen Doyle, Chair of the Board of Directors of Newmont Corporation, and I would like also to welcome you to the 2020 Annual Meeting of the company's stockholders. It is a privilege to serve as your Independent Chair. On behalf of the Board, I would like to thank you for your continued support of Newmont. As previously indicated, due to the public health impact of the COVID-19 pandemic, Newmont's Board made the decision to conduct the meeting in a virtual-only format. In addition to this adjustment, Newmont has implemented significant controls at its operations and offices around the globe to protect the health and safety of its workforce, their families and the neighboring communities. I will ask our President and CEO, Tom Palmer, to address the company's efforts to support the communities. Mr. Palmer?

Thank you, Chair. Newmont's core values of safety, sustainability, integrity, inclusion and responsibility are fundamental to creating long-term value for our investors, host governments and communities and our employees. Our purpose to create value and improve lives through sustainable and responsible mining is more relevant today than ever before. The health and safety of our people and our host communities is paramount. This is why Newmont moved early and proactively took conservative steps to prevent transmission of the coronavirus. These steps include, but are not limited to, canceling all nonessential travel in early March, closing our offices and implementing remote and flexible work arrangements in mid-March; also in mid-March, reducing the number of people working on our operating sites to the essential numbers required to operate and maintain the mine processing plants and environmental control management systems; enhancing temperature and questionnaire screening at entry points to our sites; implementing strict physical distancing protocols in planes, buses, light vehicles, offices and dining facilities; increasing the frequency of deep cleaning and sanitization of surfaces; providing hygiene and health support to nearby communities where our employees and contractors live and work and proactively ramping down certain operations to reduce the risk of transmission to nearby communities with limited health care capacity. To date, Newmont has no confirmed cases of COVID-19 at any of its sites. Thanks to the discipline of our workforce in adhering to these and other protocols. I am incredibly proud of the way our employees have responded to these challenging times. In addition to their strict adherence to our COVID-19 protocols, they have demonstrated their commitment further by joining the fight against this pandemic in the communities where they live and work. We not only want to protect our people and host communities from this pandemic, we want to build lasting resiliency, so that our host communities thrive after the worst of this pandemic passes. As a global business with operations in 8 countries, we are committed to doing our part to combat this disease and protect people and their likelihoods. The strength and logistical capabilities of our business not only allow us to endure the disruptions associated with this pandemic, they also allow us to reach beyond their sites to create value and improve lives for our host communities and governments. In connection with that commitment, we have made 2 important decisions. We have committed to our employees that we will maintain their pay through until at least the end of June to support them and their families and help remove uncertainty. And we have established a USD 20 million global community support fund to help host communities, governments and employees combat the COVID-19 pandemic. The Newmont Global Community Support Fund builds upon other local contributions and efforts the company has implemented over the last 2 months. With input from local stakeholders, we have identified 3 focus areas to ensure that our financial support will have the most positive impact and reach those who need it most. These key areas are employee and community health, food security and local economic resilience. We will closely monitor the progress and outcomes of our support so that we are able to fine tune and improve results along the way, with a view to serving as a catalyst for long-term resiliency and future community development. These efforts are all already underway, and more information about Newmont's COVID-19 response can be found on our website. I also encourage you to continue to look to our website for future update. Our unmatched portfolio of world-class assets in top-tier jurisdictions around the globe, along with our principal sustainability practices has positioned Newmont as the clear leader in the gold sector. This position of strength and stability will be sustained in the years and decades ahead through solid business fundamentals, disciplined execution and investment-grade balance sheet and a workforce that is second to none. All of this underpins our promise to you to safely and responsibly generate superior long-term value today and well into the future. I'll now turn the meeting back over to our Chair, Noreen Doyle.

Thank you, Tom. I hope that now all shareholders have had the opportunity to log into the portal. I will ask our system administrator to open the voting and question functions on the portal at this time, and I will now call the formal meeting to order. In accordance with our bylaws, I will act as Chair of this meeting; Logan Hennessey will act as Secretary of the meeting. The Secretary has delivered affidavits of mailing, establishing that notice of this meeting was duly given. A copy of the notice of the meeting and the affidavits of mailing will be filed with the records of this meeting. All stockholders of record at the close of business on February 24, 2020, are entitled to vote at this meeting. Next, I appoint [ Deborah Bass ] to act as inspector of election. She is not a candidate for the office of directors. I request her to file her oath of office with the Secretary for inclusion in the minutes of the meeting.

Thanks, madam Chair. She has done so. Yes, she has done so.

Ms. Hennessey...

Madam chair, I will now...

Will you now present...

Present the...

Report of attendance?

Yes. Thank you, madam Chair. There were 807,787,506 shares of Newmont common stock outstanding and entitled to vote as of the record date. I have been informed by the inspector of election that there are 653,859,884 shares represented by proxy or approximately 81% of all shares entitled to vote at the meeting. The shares represented exceed 50% of total shares entitled to vote at this meeting and therefore, constitute a quorum.

Thank you, Ms. Hennessey. On the basis of the report of the Secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The first order of business is proposal #1, the election of directors. Information concerning the nominees has been provided in the proxy statement. No other nominations were received prior to the deadline established in Newmont's bylaws. Therefore, no nominations may be made at this meeting, so I declare the nominations to be closed. The Board of Directors recommend a for-vote for all nominees. Are there any comments or discussion on this proposal? I will pause for a moment with Ms. Hennessey -- to confirm with Ms. Hennessey whether any pertinent questions to this proposal or comments to this proposal have been submitted.

Thank you, madam Chair. We are just checking now. I confirm that no questions have been presented on this proposal, and the Chair will now move on to the next item of business.

Thank you, Ms. Hennessey. The next item of business is proposal #2, Say-on-Pay. This advisory vote serves as a tool to guide the Board and the Leadership Development and Compensation Committee in continuing to improve the alignment of executive compensation programs with the interest of the company and its shareholders. It is consistent with our commitment to high standards of Corporate Governance. The Board of Directors recommends a for-vote for this advisory resolution. Are there any questions or comments on this proposed item?

Thank you, madam Chair. We are checking now. There are no questions that have been presented on this proposal, and the Chair will now move to the next item of business.

Thank you, Ms. Hennessey. The next item of business is proposal #3, approval of the 2020 Stock Incentive Plan. Our Board of Directors believes that our predecessor stock incentive plans have contributed to the company's success, by allowing Newmont to attract and retain the services of highly qualified directors, executives and employees. Because our success is dependent upon the efforts of our people and the quality of our talent, we want to continue to provide stock-based incentive awards to recruit, motivate and retain these individuals. A description of the 2020 Stock Incentive Plan and the proposal can be found in our 2020 proxy statement beginning on Page 96. The Board of Directors unanimously recommends a vote for approval of the Newmont Corporation 2020 Stock Incentive Compensation Plan. I now open the floor for questions or comments on this matter.

Thank you, madam Chair. There are no questions being presented on this proposal. You may now move on to the next item of business.

Thank you, Ms. Hennessey. The next item of business is proposal #4, the ratification of the audit committee's appointment of Ernst & Young LLP as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors recommend a vote for this proposal. Are there any comments or discussions on this proposal?

Thank you, madam Chair. There are no questions presented on this proposal, which concludes the formal opportunity for questions on the proposals for vote at the annual meeting.

Thank you, Ms. Hennessey. This actually concludes the discussion on the matters before the meeting. The polls for online voting on all matters are now open. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. [Voting] Ms. Hennessey, can you confirm that the participants have had an opportunity to vote, and that we may proceed?

Yes. Thank you, madam Chair. I confirm, and we may proceed.

I hereby declare the polls for online voting on the matter before the meeting closed. The inspector of election will now tally the ballots and proxies and provide the preliminary report to the Secretary. Ms. Hennessey, you have, and can you present the preliminary results?

Yes. Thank you, madam Chair. I have received the preliminary report. Based on a review of the votes cast, the inspector has informed me that regarding proposal #1, election of directors, that each of the 11 nominees has been duly elected as a Director of the company by more than a majority of the votes cast for each single nominee. Regarding proposal 2, say-on-pay, the advisory resolution to approve the compensation of the company's named executive officers, has also been approved by the affirmative votes of the holders of the majority of the votes cast. Regarding proposal 3, the inspector of election has advised that the 2020 Stock Incentive Plan has been approved by the affirmative votes of the holders of the majority of votes cast at the meeting. And also, the total votes cast on the proposal represent more than 50% of all shares entitled to vote. Regarding proposal 4, ratification of auditors, a majority of the shares present have voted in favor of ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for 2020. Accordingly, proposal 4 is also approved. The detailed voting results will be recorded in the corporate record and reported with the SEC on Form 8-K in due course.

Thank you, Ms. Hennessey. I direct that the final report of the inspector of election be filed with the records of this meeting. This concludes the business of this meeting. The meeting is now adjourned. Ladies and gentlemen, thank you for attending this meeting. I would now like to provide the -- an opportunity for questions and answers with Tom Palmer, our President and Chief Executive. Ms. Hennessey, have any questions been submitted for Mr. Palmer?

Thank you, madam Chair. I'm seeing no questions for Mr. Palmer at this moment. We'll take a brief pause to check again. There being no questions for Mr. Palmer, we will close the call and encourage investors to attend our earnings webcast scheduled for May 5 to hear further from Mr. Palmer and our executives. Thank you for your attendance on today's call.

Thank you for your attention and your attendance.

Operator, we may now conclude the call.

Thank you. This concludes the meeting. You may now disconnect. Everyone, have a great day.