Other Information.
−Removed: On May 5, 2020, the Board of Directors (the Board) of Freeport-McMoRan Inc.
−Removed: (FCX), upon the recommendation of the Compensation Committee, adopted an updated Executive Change in Control Severance Plan (the Plan), replacing FCX’s prior plan adopted in 2004 and last amended in 2008.
−Removed: The Plan provides severance benefits to those executive officers not covered under existing agreements (our President and Chief Executive Officer and our President and Chief Operating Officer - Americas) and other key members of senior management (the Participants).
−Removed: Capitalized terms used herein are defined in the Plan, which is filed as an exhibit to this quarterly report on Form 10-Q.
−Removed: Under the Plan, if a Participant is terminated without Cause or terminates for Good Reason during the two-year period following a Change in Control, he or she will be entitled to receive severance benefits.
−Removed: A Participant’s severance benefits under the Plan are based on the Participant’s level, and include (1) a lump sum cash payment equal to (A) three times the sum of the Participant’s Base Salary plus the Participant’s Average Bonus (for our President and Chief Executive Officer) and (B) two times the sum of the Participant’s Base Salary plus the Participant’s Average Bonus (for our President and Chief Operating Officer - Americas), (2) a prorated bonus calculated based on the Participant’s Average Bonus for the year of termination and the number of days worked during the year of termination, and (3) 18 months of health benefit continuation.
−Removed: Participants are not entitled to receive any excise tax gross-up under the Plan.
−Removed: Rather, if any payments and benefits (1) constitute “parachute payments” (the 280G Payments) within the meaning of Section 280G of the Internal Revenue Code of 1984, as amended (the Code) and (2) would otherwise be subject to the excise tax imposed by Section 4999 of the Code, then the 280G Payments will be reduced to the extent necessary so that no portion of the 280G Payments is subject to such excise tax, but only if the net amount of the 280G Payments, as so reduced, is greater than or equal to the net amount of the 280G Payments without such reduction.
−Removed: The Plan may be amended or terminated by the Board in its discretion and the Compensation Committee has the ability to add or remove Participants from the Plan, including executive officers;
−Removed: provided, however, that any such action that has the effect of reducing or eliminating a Participant’s benefits under the Plan is subject to limitations, including a 12-month delay in effectiveness.
−Removed: The foregoing description is a summary of the Plan and is qualified in its entirety by reference to the complete terms and conditions of the Plan, which is filed as an exhibit to this
−Removed: quarterly report on Form 10-Q.
+Added: On August 7, 2020, Freeport-McMoRan Inc.
+Added: (FCX) announced the appointment of Joshua F.
+Added: “Josh” Olmsted as President and Chief Operating Officer - Americas upon the retirement of Harry M.
+Added: “Red” Conger, IV.
+Added: Following a 33-year career with FCX, Red Conger (age 64) notified FCX on August 3, 2020, of his election to retire effective September 1, 2020.
+Added: Olmsted (age 49) currently serves as Senior Vice President - Americas.
+Added: He has 28 years of experience in the FCX organization, including senior leadership roles at several operating sites in the United States and South America.
+Added: He has served as Senior Vice President - Americas since 2015, and prior to that he served as Senior Vice President - Morenci (2012-2015), President - El Abra (2009-2012), Administrative General Manager - Morenci (2007-2009) and prior to 2007 served as Manager - Engineering and Geology, Candelaria, and Operations Superintendent - Chino.
+Added: There are no arrangements or understandings between Mr.
+Added: Olmsted and any other person pursuant to which he was appointed as an officer.
+Added: FCX is not aware of any transactions involving Mr.
+Added: Olmsted or a related person that would require disclosure under Item 404(a) of Regulation S-K.
Incorporated by Reference
14 unchanged sentences
Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024).
+Added: Incorporated by Reference
+Added: Exhibit Title
Eighth Supplemental Indenture dated as of November 14, 2014 among FCX, Freeport-McMoRan Oil & Gas LLC and U.S.
5 unchanged sentences
Form of Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and The Chase Manhattan Bank, as Trustee (relating to the 7.125% Senior Notes due 2027, the 9.50% Senior Notes due 2031, and the 6.125% Senior Notes due 2034).
−Removed: Incorporated by Reference
−Removed: Exhibit Title
Form of 7.125% Debenture due November 1, 2027 of Phelps Dodge Corporation issued on November 5, 1997, pursuant to the Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and The Chase Manhattan Bank, as Trustee (relating to the 7.125% Senior Notes due 2027).
9 unchanged sentences
Indenture dated as of August 15, 2019, between FCX and U.S.
−Removed: Bank National Association, as Trustee (relating to the 5.00% Senior Notes due 2027, the 4.125% Senior Notes due 2028, the 5.25% Senior Notes due 2029 and the 4.25% Senior Notes due 2030).
+Added: Bank National Association, as Trustee (relating to the 5.00% Senior Notes due 2027, the 4.125% Senior Notes due 2028, the 4.375% Senior Notes due 2028, the 5.25% Senior Notes due 2029, the 4.25% Senior Notes due 2030 and the 4.625% Senior Notes due 2030).
+Added: Incorporated by Reference
+Added: Exhibit Title
First Supplemental Indenture dated as of August 15, 2019, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S.
6 unchanged sentences
Bank National Association, as Trustee (relating to the 4.25% Senior Notes due 2030).
−Removed: Incorporated by Reference
−Removed: Exhibit Title
Form of 5.00% Senior Notes due 2027 (included in Exhibit 4.18).
2 unchanged sentences
Form of 4.25% Senior Notes due 2030 (included in Exhibit 4.21).
+Added: Fifth Supplemental Indenture dated as of March 31, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S.
+Added: Bank National Association, as Trustee (relating to the 4.125% Senior Notes due 2028 and the 4.25% Senior Notes due 2030).
+Added: Sixth Supplemental Indenture dated as of July 27, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S.
+Added: Bank National Association, as Trustee (relating to the 4.375% Senior Notes due 2028).
+Added: Seventh Supplemental Indenture dated as of July 27, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S.
+Added: Bank National Association, as Trustee (relating to the 4.625% Senior Notes due 2030).
+Added: Form of 4.375% Senior Notes due 2028 (included in Exhibit 4.27).
+Added: Form of 4.625% Senior Notes due 2030 (included in Exhibit 4.28).
Freeport-McMoRan Inc.
Executive Change in Control Severance Plan, effective as of May 5, 2020.
+Added: Third Amendment dated as of June 3, 2020 to the Revolving Credit Agreement dated as of April 20, 2018, as amended, among FCX, PT Freeport Indonesia, Freeport-McMoRan Oil & Gas LLC, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and issuing banks party thereto.
Letter from Ernst & Young LLP regarding unaudited interim financial statements.
1 unchanged sentence
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d – 14(a).
+Added: Incorporated by Reference
+Added: Exhibit Title
Certification of Principal Executive Officer pursuant to 18 U.S.C.
21 unchanged sentences
and Principal Accounting Officer)
+Added: August 7, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.