Freeport-McMoRan (FCX) investors approve board, executive pay and Ernst & Young
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Freeport-McMoRan Inc. held its 2026 annual stockholders meeting on June 10, 2026. Stockholders elected eleven directors to one-year terms, following a reduction of the Board from 12 to 11 members after Robert W. Dudley’s previously announced departure.
Of 1,437,530,696 common shares outstanding as of April 13, 2026, 1,215,835,821 were represented in person or by proxy. Support for individual directors was strong, with most nominees receiving over 1.08 billion votes in favor.
Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 1,076,527,313 votes for and 30,557,400 against. In addition, they ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 1,159,977,838 votes for and 52,723,024 against.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares outstanding: 1,437,530,696 shares
Shares represented: 1,215,835,821 shares
Say-on-pay votes for: 1,076,527,313 votes
+5 more
8 metrics
Shares outstanding
1,437,530,696 shares
Common stock outstanding as of April 13, 2026 record date
Shares represented
1,215,835,821 shares
Shares present in person or by proxy at 2026 annual meeting
Say-on-pay votes for
1,076,527,313 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
30,557,400 votes
Advisory compensation vote opposition
Auditor ratification votes for
1,159,977,838 votes
Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against
52,723,024 votes
Opposition to Ernst & Young LLP ratification
Director example votes for
1,100,855,657 votes
Votes for director nominee David P. Abney
Board size after meeting
11 directors
Board reduced from 12 following Robert W. Dudley’s departure
Key Terms
broker non-votes, independent registered public accounting firm, advisory basis, emerging growth company, +1 more
5 terms
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"approved, on an advisory basis, the compensation of FCX’s named executive officers"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
broker non-votes financial
"Broker Non-Votes 1,215,835,821 shares were represented in person or by proxy"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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
FAQ
What did Freeport-McMoRan (FCX) stockholders approve at the 2026 annual meeting?
Stockholders approved all three proposals: election of eleven directors, advisory approval of named executive officer compensation, and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026. Each item received over one billion votes in favor, indicating broad support.
Who were elected to the Freeport-McMoRan (FCX) Board of Directors in 2026?
Eleven nominees were elected, including Richard C. Adkerson, Kathleen L. Quirk, David P. Abney, Hugh Grant, and others. Each director received more than 1.03 billion votes for, reflecting strong shareholder backing for the company’s current board composition.
Did Freeport-McMoRan (FCX) stockholders approve executive compensation in 2026?
Yes. On an advisory basis, stockholders approved the compensation of named executive officers with 1,076,527,313 votes for, 30,557,400 against, and 3,264,229 abstentions. This “say-on-pay” result shows substantial support for the existing executive pay program.
Which audit firm did Freeport-McMoRan (FCX) stockholders ratify for 2026?
Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026. The proposal received 1,159,977,838 votes for, 52,723,024 against, and 3,134,959 abstentions, confirming continued shareholder acceptance of this auditor.
How did Robert W. Dudley’s departure affect Freeport-McMoRan’s (FCX) Board size?
In connection with Robert W. Dudley’s previously announced departure from the Board, effective as of the 2026 annual meeting date, the Board reduced its size from 12 directors to 11. The eleven remaining nominees were then elected to one-year terms.