FREEPORT-MCMORAN INC

Current report (Form 8-K) · Jun 10, 2026 · Item 5.07

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Item 5.07

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Jun 10, 2026

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fcx-20260610.htm

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8-K · fcx-20260610.htm iXBRL 0000831259 2026-06-10 2026-06-10 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): June 10, 2026 Freeport-McMoRan Inc. (Exact name of registrant as specified in its charter) Delaware 001-11307-01 74-2480931 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 4340 E. Cotton Center Blvd., Suite 110 Phoenix AZ 85040 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 602 ) 366-8100 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.10 per share FCX The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. Freeport-McMoRan Inc. (FCX) held its 2026 annual meeting of stockholders on June 10, 2026 (2026 Annual Meeting). At the 2026 Annual Meeting, FCX’s stockholders (1) elected each of the eleven director nominees listed below to serve as a director of FCX for a term that will continue until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the compensation of FCX’s named executive officers; and (3) ratified the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2026. Of the 1,437,530,696 shares of FCX’s common stock outstanding as of the record date on April 13, 2026, 1,215,835,821 shares were represented in person or by proxy at the 2026 Annual Meeting. The inspector of election reported the final vote of stockholders as follows: Proposal No. 1: Election of eleven directors. Name Votes For Votes Against Abstentions Broker Non-Votes David P. Abney 1,100,855,657 8,625,590 867,695 105,486,879 Richard C. Adkerson 1,083,764,163 25,722,910 861,869 105,486,879 Marcela E. Donadio 1,101,053,199 7,763,868 1,531,875 105,486,879 Hugh Grant 1,101,034,808 8,437,512 876,622 105,486,879 Lydia H. Kennard 1,085,334,268 24,168,264 846,410 105,486,879 Ryan M. Lance 1,092,888,304 16,606,942 853,696 105,486,879 Sara Grootwassink Lewis 1,103,700,283 5,799,877 848,782 105,486,879 Dustan E. McCoy 1,031,751,381 36,873,225 41,724,336 105,486,879 Kathleen L. Quirk 1,097,266,184 12,250,449 832,309 105,486,879 John J. Stephens 1,097,733,454 9,549,093 3,066,395 105,486,879 Frances Fragos Townsend 1,085,600,499 23,012,476 1,735,967 105,486,879 In connection with Robert W. Dudley’s prior announced departure from the Board of Directors (Board), effective as of the date of the 2026 Annual Meeting, the Board reduced its size from 12 directors to 11 directors. Proposal No. 2: Approval, on an advisory basis, of the compensation of FCX’s named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 1,076,527,313 30,557,400 3,264,229 105,486,879 Proposal No. 3: Ratification of the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2026. Votes For Votes Against Abstentions Broker Non-Votes 1,159,977,838 52,723,024 3,134,959 N/A SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Freeport-McMoRan Inc. By: /s/ Douglas N. Currault II ---------------------------------------- Douglas N. Currault II Executive Vice President and General Counsel (authorized signatory) Date: June 10, 2026

Document text

8-K · fcx-20260610.htm iXBRL

0000831259 2026-06-10 2026-06-10

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): June 10, 2026

Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-11307-01 74-2480931
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer Identification No.)

4340 E. Cotton Center Blvd., Suite 110
Phoenix AZ 85040
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: ( 602 ) 366-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, par value $0.10 per share
FCX
The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Freeport-McMoRan Inc. (FCX) held its 2026 annual meeting of stockholders on June 10, 2026 (2026 Annual Meeting). At the 2026 Annual Meeting, FCX’s stockholders (1) elected each of the eleven director nominees listed below to serve as a director of FCX for a term that will continue until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the compensation of FCX’s named executive officers; and (3) ratified the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2026.

Of the 1,437,530,696 shares of FCX’s common stock outstanding as of the record date on April 13, 2026, 1,215,835,821 shares were represented in person or by proxy at the 2026 Annual Meeting. The inspector of election reported the final vote of stockholders as follows:

Proposal No. 1: Election of eleven directors.

Name Votes For
Votes Against
Abstentions
Broker
Non-Votes

David P. Abney 1,100,855,657 8,625,590 867,695 105,486,879
Richard C. Adkerson 1,083,764,163 25,722,910 861,869 105,486,879
Marcela E. Donadio 1,101,053,199 7,763,868 1,531,875 105,486,879
Hugh Grant 1,101,034,808 8,437,512 876,622 105,486,879
Lydia H. Kennard 1,085,334,268 24,168,264 846,410 105,486,879
Ryan M. Lance 1,092,888,304 16,606,942 853,696 105,486,879
Sara Grootwassink Lewis 1,103,700,283 5,799,877 848,782 105,486,879
Dustan E. McCoy 1,031,751,381 36,873,225 41,724,336 105,486,879
Kathleen L. Quirk 1,097,266,184 12,250,449 832,309 105,486,879
John J. Stephens 1,097,733,454 9,549,093 3,066,395 105,486,879
Frances Fragos Townsend 1,085,600,499 23,012,476 1,735,967 105,486,879

In connection with Robert W. Dudley’s prior announced departure from the Board of Directors (Board), effective as of the date of the 2026 Annual Meeting, the Board reduced its size from 12 directors to 11 directors.

Proposal No. 2: Approval, on an advisory basis, of the compensation of FCX’s named executive officers.

Votes For
Votes Against
Abstentions
Broker
Non-Votes

1,076,527,313 30,557,400 3,264,229 105,486,879

Proposal No. 3: Ratification of the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2026.

Votes For
Votes Against
Abstentions
Broker
Non-Votes

1,159,977,838 52,723,024 3,134,959 N/A

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Freeport-McMoRan Inc.

By: /s/ Douglas N. Currault II
----------------------------------------
Douglas N. Currault II
Executive Vice President and General Counsel
(authorized signatory)

Date: June 10, 2026

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