FCX Freeport McMoRan Inc

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement contains forward-looking statements, which are all statements other than statements of historical facts. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to, those described in more detail under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019 (2019 Form 10-K), filed with the U.S. Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements. This proxy statement also contains certain financial measures that are not recognized under U.S. generally accepted accounting principles (GAAP). Please refer to Annex A to this proxy statement for a reconciliation of such non-GAAP financial measures to amounts reported in our consolidated financial statements and other information regarding such non-GAAP measures.

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PROXY SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. For more complete information regarding our 2019 performance, please review our 2019 annual report to stockholders (2019 annual report), which is being made available to stockholders together with these proxy materials on or about April 22, 2020.

2019 Performance Highlights (page 25)

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Stockholder and Stakeholder Engagement Highlights (page 5)

We believe effective engagement is founded on transparency and meaningful dialogue. Our goal is to foster mutual understanding, trust and cooperation with our broad range of stakeholders including our stockholders, employees, communities, customers and suppliers, regulators and policymakers, host governments and nongovernmental organizations. We maintain an ongoing, proactive stockholder engagement program. Our board and management have a history of engaging with stockholders and incorporating feedback into their decision-making processes.

Executive Compensation Highlights (page 24)

 

• Majority of our executive officers’ target direct compensation is at risk and requires measurable performance and increases in stock price under our annual incentive and long-term incentive (LTI) programs.   o   Annual incentive awards for 2019 earned at 114.4% of target based on performance metrics, but management recommended and the committee approved a reduction in the payouts to 100% of target.   o   Payout of 2017 performance share units (PSUs) in early 2020 at 85.9% of target based on achievement of company performance metrics.   • Annual incentive program uses financial, operational, safety, environmental and social responsibility metrics to measure performance.   • 75% of LTI program is performance-based, including PSUs (50% of LTI) with payout based on achievement of ROI metrics with a TSR modifier, and stock options (25% of LTI) with ultimate value based on increases in stock price.

 

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Board Refreshment Update (page 9)

Board Composition Overview (page 9)

 

Independence		Diversity		Average Age		Average Tenure

Diverse Board Skills and Experience (page 19)

 

✓		Senior Leadership Experience Experience in senior leadership positions provides practical insights in developing and implementing business strategy, maintaining effective operations and driving growth in order to achieve our strategic goals.		✓		Accounting/Financial Expertise Experience as an accountant, auditor, financial advisor or other similar experience is critical to oversight of the preparation and audit of our financial statements and compliance with various related regulatory requirements and standards.
✓		Public Company Board Experience Directors who serve or have served on the boards and board committees of other public companies demonstrate a deep understanding of risk oversight, corporate governance standards and best practices of public company boards and board committees.		✓		Operational Management Experience in operational matters and requirements assists the board in understanding the issues that may face the company in its international activities and operations, including risk management, strategic planning and labor relations.
✓		International Business International business experience yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances our international operations.		✓		Capital Markets/Banking Experience overseeing financing transactions provides the knowledge and skills necessary to evaluate and oversee the company’s design and implementation of financing and capital allocation strategies.
✓		Environmental/Sustainability/Corporate Responsibility Environmental/sustainability/corporate responsibility experience supports our goals to operate safely, ethically, and with accountability and transparency to provide sustainable long-term value creation.		✓		Government, Legal and Regulatory Compliance Government, legal and regulatory compliance experience offers valuable insight into the impact of laws, rules, regulations and other governmental actions and decisions on our company and our industry.

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Director Nominee Highlights (page 20)

Corporate Governance Highlights (page 9)

We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our stockholders, strengthens board and management accountability, and engenders public trust in our company. Our commitment to good corporate governance is evidenced by the following practices:

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STOCKHOLDER AND STAKEHOLDER ENGAGEMENT

Engagement Approach for All Stakeholders

We believe effective stakeholder engagement is founded on transparency and meaningful dialogue. Our goal is to foster mutual understanding, trust and cooperation with our broad range of stakeholders including our stockholders, employees, communities, customers and suppliers, regulators and policymakers, host governments and nongovernmental organizations. We recognize that the interests and concerns of our various stakeholders can change over time. To learn about these changing needs and expectations, we believe ongoing, constructive and proactive engagement is imperative. This dialogue strengthens our company by providing us access to our stakeholders’ valuable perspectives on the topics that matter to them. These conversations inform our board’s decision-making, including on our policies, practices, programs and initiatives. These engagements are also an opportunity to share information about our strategy, practices and performance. Responsibility for engaging with stakeholder groups is widely shared across the company and we engage through numerous channels, with dedicated oversight, as discussed in more detail below, from our board’s corporate responsibility committee and management’s sustainability development leadership team.

Stockholder Engagement

We maintain an ongoing, proactive stockholder engagement program. Our board and management have a history of engaging with stockholders and incorporating feedback into their decision-making processes. Throughout the year our chief executive officer, chief financial officer and vice president of investor relations meet, by teleconference and face-to-face, with current and prospective stockholders to discuss our strategy, business and financial results. Our corporate secretary together with other members of management and, from time to time, our non-executive chairman and the chair of our compensation committee, engage stockholders to solicit their views and feedback on corporate governance, compensation, environmental, social and other related matters and to discuss the issues that matter most to our stockholders. As part of our engagement efforts, we also reach out to proxy advisory firms regarding these matters. Stockholder feedback is shared with our board and its committees and the continuous evolution of our governance framework and compensation practices is a product of the board’s responsiveness to stockholder input.

Following our 2019 annual meeting, we continued our outreach efforts and dialogue with stockholders, seeking meetings with 18 stockholders representing over 41% of our outstanding common stock and ultimately engaging with 11 stockholders representing over 22% of our outstanding common stock. We also engaged with two proxy advisory firms. Company participants included our senior vice president and general counsel, assistant general counsel and corporate secretary and our newly hired director of environmental, social and governance (ESG) relations. We received positive feedback from our stockholders regarding our compensation program and governance practices. Key topics discussed during these engagements are highlighted in the table below.

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The table below highlights many of the changes to our governance and compensation structures implemented over the last five years that have been directly informed by views and insights gathered through our engagements and outreach efforts.

Non-Financial Stakeholder Engagement

In 2019, at the corporate-level, the company engaged with scores of organizations ranging from sustainability analyst firms, financial institutions, non-governmental organizations, governmental institutions, industry groups, and civil society organizations regarding our sustainability programs and performance. At our operations, we regularly engage with local and regional community stakeholders, development institutions and civil society organizations. Our community engagement takes a variety of forms including community foundations, our formal grievance systems, community liaison officer interactions, workshops, participatory group panels, town hall meetings and specific surveys. Our corporate sustainability team also works closely with our commodity sales departments to engage both downstream customers and international governmental agencies on sustainability programs and address specific environmental and social areas of interest that could affect access to markets for our various products within the value chain. These engagements include business-to-business sharing of information with multi-sector downstream organizations focused on responsible metal production. We believe that effective stakeholder engagement can help reduce sustainability-related risks and enable us to continue to deliver positive contributions to society.

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SUSTAINABILITY

We are committed to meeting the highest standards of environmental stewardship across our operations, respecting human rights in all of our business practices, and prioritizing the health, safety and well-being of our employees, contractors and communities where we operate.

Our focus on responsible copper production is visible in everything we do, driven by our core values of safety, respect, integrity, excellence and commitment. Our values represent who we are and how we work – everyone, everywhere, and every day.

Governance

The corporate responsibility committee, on behalf of our board of directors, is responsible for providing oversight to the company’s management team on environmental and social matters. Our corporate responsibility committee regularly reviews the effectiveness of management’s strategies, programs and policy implementation with respect to health and safety, security, human rights, employees and communities (including diversity and inclusion), the environment – including climate related risks and opportunities, water management, tailings stewardship, community investment programs, government and stakeholder relations, and political and charitable contributions.

During 2019, the corporate responsibility committee oversaw a variety of environmental and social matters, with a particular focus on the following topics:

The corporate responsibility committee’s oversight and engagement with management goes beyond the boardroom. In October 2019, the chair of the corporate responsibility committee visited our Sierrita and Miami operations in Arizona, with a focus on reviewing first-hand the company’s closure programs and tailings management systems for active storage facilities. The committee has played an active role in shaping the company’s Tailings Stewardship Program since its inception more than 15 years ago. During 2019, the committee supported the company’s initiatives to enhance transparency and accountability through enhanced public disclosures of its tailings management and stewardship program and received regular updates from management regarding the ongoing Global Tailings Standard development efforts.    

Our chief executive officer has ultimate responsibility for the company’s sustainability performance. The company’s sustainable development leadership team (SDLT) is responsible for defining the strategy and implementing our policies and systems for our sustainability programs. The SDLT reports on key ESG matters to the chief executive officer and other executive leaders and ultimately to the corporate responsibility committee. The SDLT is sponsored by our senior vice president and chief administrative officer and is led by our vice president—environmental services and sustainable development, with participation by our chief operating officer, business unit presidents, and senior representatives from our safety, security, supply chain, human resources, sales, legal, compliance, environmental, community and finance teams. In connection with our ongoing efforts to continuously improve our financial stakeholder engagement, during 2019, we also established a new position and hired a director of environmental, social and governance (ESG) relations to proactively lead our ESG engagement efforts.

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Our executive officers are held accountable for the company’s sustainability performance through the company’s performance-based annual incentive program (AIP). Sustainability metrics (safety, environmental, social responsibility) collectively account for 25% of the AIP. The principal components of our environmental/social responsibility scorecard are summarized in the table below. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.

2019 Sustainability Program Highlights

We are proud of our commitment and ongoing progress towards responsibly managing our ESG performance. Key highlights during 2019 include:

For more information regarding our sustainability programs, including policies, management systems and performance data, please refer to our website fcx.com/sustainability and our “Working Toward Sustainable Development” (WTSD) reports, which we have published annually since 2001. These reports, which are prepared in accordance with the GRI Standards Core option and the G4 Mining and Metals Sector supplement and independently assured, reflect our commitment to transparency and reporting obligations as a founding member of the ICMM. The 2019 WTSD report will be available in June 2020.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines; Principles of Business Conduct

We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our stockholders, strengthens board and management accountability, and engenders public trust in our company. Our corporate governance guidelines, along with the charters of our principal board committees, provide the framework for the governance of our company and reflect the board’s commitment to monitor the effectiveness of policy and decision-making at both the board and management levels.

We are committed to the highest level of ethical and legal conduct in all of our business operations. Our principles of business conduct highlight the core values on which our company has built its reputation – safety, respect, integrity, excellence and commitment. Our principles of business conduct provide guidance for the application of these values to our business and define the expected behavior of all of our employees and our board.

Our corporate governance guidelines and principles of business conduct are available on our website at fcx.com under “About Us – Corporate Governance – Governance Documents” and are available in print upon request. Amendments to or waivers of our principles of business conduct granted to any of our directors or executive officers will be published promptly on our website.

Board Composition and Refreshment

In accordance with our corporate governance guidelines, the nominating and corporate governance committee reviews annually the composition and size of the board, recognizing the importance of refreshment to maintain a balance of tenure, diversity, skill sets and experience on our board. Enhancing the composition and size of our board was a priority in 2019 and will continue to be a priority in 2020. Between March 2018 and March 2019, our board size decreased from eight directors to five directors as a result of the unexpected death of one director and the resignation of two directors who served as designees of one of our largest stockholders at the time in accordance with the terms of a nomination and standstill agreement. Following these transitions and in response to feedback obtained during our annual board evaluation process, our nominating and corporate governance committee initiated a diligent director search process. The committee engaged a global search firm to assist with identifying and evaluating a diverse pool of potential director candidates, with particular interest in financial experts, candidates with experience in the extractives industries and international/global affairs, and proven senior executives. In working with the search firm, the committee emphasized the importance of diversity and instructed the firm to include women and persons of ethnic and racial diversity in the pool of candidates.

In evaluating potential director candidates, the nominating and corporate governance committee considers the board membership criteria set forth in our corporate governance guidelines and also evaluates each candidate in the context of the board as a whole. Through this process, several strong candidates have been identified, including John J. Stephens, Senior Executive Vice President and Chief Financial Officer of AT&T, who was appointed to our board and as a member of our audit committee in October 2019. Mr. Stephens brings a depth of experience in accounting, financial planning, corporate development, international business, auditing and technology that complements our board’s existing skill sets and experiences. Our director recruitment efforts are ongoing and we are currently in discussions with other potential candidates that have been identified through this process. Our board remains focused on thoughtfully enhancing and broadening its capabilities by engaging directors who can contribute to our board’s robust independent oversight, and create long-term value.

Our board currently consists of six members, five of whom the board has affirmatively determined are independent. Our directors represent a range of tenures and overall experience, which contributes to a variety of perspectives and ensures transition of knowledge from longer-serving members to newer members of our board. We have a balance of new and long-standing directors, with the average tenure being 10 years. Our directors range from 58 to 75 years of age, with the average age being 66.8 years. In addition, one-third of our directors are considered gender or ethnically diverse. Each of our current directors has been nominated to stand for re-election at our 2020 annual meeting. Our nominating and corporate governance committee remains committed to an ongoing review of the board’s composition to ensure that we continue to have the right mix of skills, background, diversity and tenure as we continue to address challenges and position the company for long-term success.

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Director Nominations and Qualifications

The nominating and corporate governance committee seeks to have a board that represents a diverse range of perspectives and experiences relevant to our company. In evaluating nominees for membership on the board, the nominating and corporate governance committee applies the board membership criteria set forth in our corporate governance guidelines. Under these criteria, the committee takes into account many factors, including the following:

The committee also evaluates each individual in the context of the board as a whole, with the objective of recommending nominees who can best advance the long-term success of the business, be effective directors in conjunction with the full board, and represent stockholder interests through the exercise of sound judgment using their diversity of experience in these various areas.

In the event that vacancies on our board are anticipated or otherwise arise, the committee will consider various potential candidates who may come to the attention of the committee through current board members, professional search firms, stockholders or other persons. Each candidate brought to the attention of the committee, regardless of who recommended such candidate, will be considered on the basis of the criteria set forth above.

Board Leadership Structure

The board believes that the decision to combine or separate the positions of chairman of the board and chief executive officer is highly dependent on the strengths and personalities of the individuals involved. In addition, the decision must take into account current business conditions and the environment in which the company operates. While our by-laws and corporate governance guidelines do not require our chairman of the board and chief executive officer positions to be separate, these positions have been separate at our company since 2003 with an independent director serving as non-executive chairman of the board since 2015. The board believes that having separate positions continues to be the appropriate leadership structure for the company at this time. The responsibilities of our non-executive chairman of the board include:

The board believes this structure provides an effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.

Board’s Role in Oversight of Strategy and Risk Management

The board is deeply engaged and involved in overseeing our strategy and takes an active role in risk oversight. The board oversees the strategic direction of the company, and in doing so considers the potential rewards and risks of our business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals. The board as a whole is responsible for risk oversight at the company, with reviews of certain areas being conducted by the relevant board committees that regularly report to the full board. In its risk oversight role, the board reviews, evaluates and discusses with appropriate members of management whether the risk management processes designed and implemented by management are adequate in identifying, assessing, managing and mitigating material risks facing the company, including financial, international, operational, social and environmental risks.

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The board believes that full and open communication between senior management and the directors is essential to effective risk oversight. Our non-executive chairman regularly meets and discusses with our chief executive officer a variety of matters, including business strategies, opportunities, key challenges and risks facing the company, as well as management’s risk mitigation strategies. Senior management attends all regularly-scheduled board meetings where they conduct presentations on various strategic matters involving our operations and are available to address any questions or concerns raised by the board on risk management-related or any other matters.

The chart below provides an overview of the allocation of risk management responsibilities among the board committees.

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Succession Planning for Senior Executives

The board is focused on ensuring that the company has emergency and long-term succession plans in place for key senior executive positions. In the event of an unexpected executive departure, the emergency succession plan allows for smooth transfer of responsibilities to an individual who may or may not be permanently appointed with the new role. In the event of a senior executive’s departure, both internal and external candidates may be considered for permanent appointment to such role.

The long-term succession plan is intended to develop a pipeline of qualified talent for key roles. The company’s short- and long-term business strategy will be considered when evaluating candidates and their skills. The long-term succession planning process includes a discussion of internal succession candidates, assessment of relevant skills and planning for professional development where necessary. Multiple internal succession candidates may be identified for an individual role and provided with relevant growth opportunities. The board gains insight through direct exposure to internal succession candidates from their presentations to the board, work with individual directors or board committees, and participation in board activities.

The independent directors of the board are responsible for overseeing the company’s succession planning process for our chief executive officer and other key senior executives and annually review the company’s succession plans for all key senior executives with input from the chief executive officer. In 2019, all of the independent directors met in executive session to review the company’s succession plans. In the event that the succession plan is triggered for any of these roles, the full board would participate in the discussion and consideration of any action with a final decision to be made by the independent directors of the board.

Board and Committee Evaluation Process

Our board and each of its committees have a robust annual self-evaluation process to ensure that they are performing effectively and in the best interests of the company and its stockholders. The nominating and corporate governance committee oversees the annual performance evaluation of the board as a whole and each committee of the board, utilizing the multi-step process summarized in the table below.

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Board Committees

The board has four primary standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a corporate responsibility committee, each of which is composed entirely of independent directors. Each committee operates under a written charter adopted by the board. All of the committee charters are available on our website at fcx.com under “About Us – Corporate Governance – Board Committees and Charters” and are available in print upon request. The following table identifies the current committee members.

Audit Committee. The audit committee assists the board in fulfilling its oversight responsibilities relating to: (1) the effectiveness of the company’s internal control over financial reporting; (2) the integrity of the company’s financial statements; (3) the company’s compliance with legal and regulatory requirements; (4) the qualifications and independence of the company’s independent registered public accounting firm; and (5) the performance of the company’s independent registered public accounting firm and internal audit firm. See “Audit Committee Report” for more information. The audit committee held four meetings in 2019.

Compensation Committee. The compensation committee assists the board in fulfilling its oversight responsibilities by (1) discharging the board’s responsibilities relating to compensation of the company’s executive officers; (2) overseeing the form and amount of director compensation; and (3) administering the company’s cash-based and equity-based incentive compensation plans. See “Corporate Governance – Compensation Committee Procedures” for more information. The compensation committee held five meetings in 2019 (three regular and two special).

Nominating and Corporate Governance Committee. The nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities by (1) identifying and formally considering and recommending to the board, candidates to be nominated for election or re-election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly-created directorships; (2) monitoring the composition of the board and its committees and making formal recommendations to the board on membership of the committees and committee structure; (3) overseeing the company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the board for approval any changes to the documents, policies and procedures in the company’s corporate governance framework, including maintaining the company’s corporate governance guidelines and recommending to the board any desirable changes; (4) reviewing and, as necessary, making recommendations to the board with respect to stockholder proposals; and (5) evaluating the effectiveness of the board, its committees and management. The nominating and corporate governance committee held three meetings in 2019 (two regular and one special).

Corporate Responsibility Committee. The corporate responsibility committee assists the board in fulfilling its oversight responsibilities with respect to the company’s (1) environmental policy and implementation programs; (2) tailings management and stewardship program; (3) human rights policy and practices; (4) safety and health policies and programs; (5) community health programs and related public health and medical matters; (6) community policy and practices, governmental and stakeholder relations, and social investment and sustainable development programs; (7) programs to evaluate and address climate-related impacts and opportunities; (8) charitable contributions; and (9) political activity and spending practices. The corporate responsibility committee held three meetings in 2019.

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Board and Committee Meeting Attendance

The board had a total of six meetings during 2019 (four regular and two special). During 2019, all but one of our directors participated in over 90% of the total number of meetings of the board and meetings held by each committee of the board on which each director served. Mr. Mather did not attend the February board or committee meetings held prior to his March 2019 resignation in accordance with the terms of a nomination and standstill agreement. Directors are invited, but not required, to attend annual meetings of our stockholders. Mr. Adkerson attended our 2019 annual meeting of stockholders.

Board and Committee Independence; Audit Committee Financial Experts

In accordance with the rules of the New York Stock Exchange (NYSE), the board must make an affirmative determination that a director has no material relationship with the company and management for such director to be deemed independent. To assist the board in making determinations of independence, the nominating and corporate governance committee established director independence standards, which meet, and in some instances exceed, the independence requirements of the NYSE. In addition, members of the audit and compensation committees must meet heightened standards of independence in accordance with the requirements of the NYSE corporate governance listing standards and U.S. Securities and Exchange Commission (SEC) rules and regulations. The director independence standards are set forth in Appendix A to our corporate governance guidelines, which are available on our website at fcx.com under “About Us – Corporate Governance – Governance Documents” and are available in print upon request.

On the basis of information solicited from each director, and upon the advice and recommendation of the nominating and corporate governance committee, the board has affirmatively determined that each of Messrs. Ford, McCoy and Stephens and each of Mses. Kennard and Townsend has no material relationship with the company and is independent within the meaning of our director independence standards. In making this determination, the nominating and corporate governance committee, with assistance from the company’s legal counsel, evaluated responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between such director, the company, management, the independent registered public accounting firm and the internal audit firm. In its review of director independence, the committee considered the commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the company, management, the independent registered public accounting firm and the internal audit firm. The nominating and corporate governance committee recommended to the board that the five directors named above be considered independent, which the board approved.

The board also has determined that each of the members of the audit, compensation, nominating and corporate governance, and corporate responsibility committees has no material relationship with the company and satisfies the independence criteria (including the enhanced criteria with respect to members of the audit committee and compensation committee) set forth in the applicable NYSE listing standards and SEC rules. In addition, the board has determined that each of Messrs. Ford and Stephens qualify as an “audit committee financial expert,” as such term is defined by the rules of the SEC.

Compensation Committee Procedures

The compensation committee has the sole authority to set compensation for our executive officers, including annual compensation amounts and annual and LTI program criteria, evaluate the performance of our executive officers, and make awards to our executive officers under our stock incentive plan. The compensation committee also reviews, approves and recommends to the board any proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officers and oversees our assessment of whether our compensation practices are likely to expose the company to material risks. In addition, the compensation committee annually recommends to the board the slate of officers for the company, periodically reviews the functions of our executive officers, and makes recommendations to the board concerning those functions.

The compensation committee engages an independent executive compensation consultant to advise it on matters related to executive and director compensation. Please refer to the section titled “Executive Officer Compensation – Compensation Discussion and Analysis” for more information related to the independent executive compensation consultant. In addition, the board has its own independent legal counsel, with whom the compensation committee consults on an as needed basis.

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Director Candidates Submitted by Stockholders

Non-Proxy Access Nominations

The nominating and corporate governance committee will consider candidates proposed for nomination by our stockholders. Stockholders may propose candidates by submitting the names and supporting information to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004. Supporting information should include (a) the name and address of the candidate and the proposing stockholder; (b) a comprehensive biography of the candidate and an explanation of why the candidate is qualified to serve as a director taking into account the criteria identified in our corporate governance guidelines; (c) proof of ownership, the class and number of shares, and the length of time that the shares of our voting securities have been beneficially owned by each of the candidate and the proposing stockholder; and (d) a letter from the candidate stating his or her willingness to serve, if elected.

In addition, our by-laws permit stockholders to nominate candidates directly for consideration at next year’s annual meeting of stockholders. Any non-proxy access nomination must be in writing and received by our corporate secretary at our principal executive office no later than April 4, 2021. If the date of next year’s annual meeting is moved to a date more than 90 days after or 30 days before the anniversary of this year’s annual meeting, the nomination must be received no later than the later of 60 days prior to the date of the 2021 annual meeting or 10 days following the public announcement of the date of the 2021 annual meeting. Any stockholder submitting a non-proxy access nomination under our by-law procedures must include (a) all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (b) the name and address (as they appear on the company’s books) of the nominating stockholder and number of shares directly or indirectly beneficially owned by such stockholder, and (c) all other information required by our by-laws. Nominations should be addressed to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004.

Proxy Access Nominations

Our by-laws also contain a proxy access provision approved by our stockholders in 2016 that permits the following:

 

A stockholder, or a group of up to 20 stockholders, owning 3% or more shares of our common stock continuously for the three years prior to the date of submission of a notice nominating a candidate for director and continuing up to the date of the annual meeting				Can nominate and include in the company’s proxy materials stockholder nominees for election to the board constituting the greater of (a) two stockholder nominees or (b) 20% of the total number of directors in office as of the last day nominations of stockholder nominees may be submitted, rounded down to the nearest whole number, provided that the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our by-laws

Any director nomination pursuant to our proxy access by-law must be in writing and received by our corporate secretary at our principal executive office no later than December 23, 2020. If the date of next year’s annual meeting is moved to a date more than 30 days after or 30 days before the anniversary of this year’s annual meeting, the nomination must be received no later than the later of 180 days prior to the date of the 2021 annual meeting or 10 days following the public announcement of the date of the 2021 annual meeting. Any stockholder submitting a nomination under our proxy access by-law procedures must comply with the procedure, notice and information requirements in Article IV, Section 12 of our by-laws. Nominations made pursuant to our proxy access by-law should be addressed to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004.

Communications with the Board

The board believes that senior management speaks for the company. Individual board members may, from time to time, meet or otherwise communicate with the company’s stakeholders at the request of the board or senior management. Stockholders or other interested parties may communicate directly with one or more members of the board, or the independent directors as a group, by writing to the director or directors at the following address: Freeport-McMoRan Inc., Attn: Board of Directors (or the name of the individual director or directors), 333 North Central Avenue, Phoenix, Arizona 85004. The communication will be forwarded to the non-executive chairman of the board or the appropriate director or directors for response.

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The value of the stock ownership is calculated based on the one-year and five-year trailing average monthly stock price. Shares of our common stock currently owned and not pledged, including shares issuable upon the vesting of outstanding time-vested RSUs and shares held in employee benefit plans and individual retirement accounts, count as stock owned for purposes of the stock ownership guidelines. Shares held in trust may also be included; however, due to the complexities of the trust laws, the decision to include the shares is made on a case-by-case basis after reviewing the nature of the specific trust involved and considering whether the individual has maintained a pecuniary interest in the shares. PSUs, other performance-based equity awards, shares underlying outstanding stock option awards, and shares owned on behalf of a spouse or children are not counted towards the target level.

Stock ownership levels should be achieved by each non-management director and executive officer as soon as practicable or within four years of being appointed or elected to the board or becoming an executive officer. As of the record date, all of our non-management directors and all of our executive officers exceeded their target ownership levels.

Stock Ownership of Directors and Executive Officers

We believe that it is important for our directors and executive officers to align their interests with the long-term interests of our stockholders. We encourage stock accumulation through the grant of equity incentives to our directors and executive officers and through stock ownership guidelines applicable to our directors and executive officers.

The table below shows the amount of our common stock beneficially owned as of April 8, 2020, by each of our directors, director nominees, our named executive officers and our executive officers and directors as a group. Unless otherwise indicated, all shares shown in the table below are held with sole voting and investment power.

16    Freeport-McMoRan  |  2020 Proxy Statement

Hedging and Pledging Policies

Our insider trading policy prohibits our executives and directors from entering into any hedging arrangements with respect to our securities and limits the ability of our executives and directors to pledge our securities. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.

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18    Freeport-McMoRan  |  2020 Proxy Statement