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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):
July 11, 2025
Newmont Corporation
(Exact name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31240
(Commission File Number)
84-1611629
(I.R.S. Employer Identification No.)
6900 E. Layton Avenue, Denver, CO 80237
(Address of principal executive offices) (zip code)
(303) 863-7414
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 |
|
Name of each exchange on which registered |
| Common stock, par value $1.60 per share |
|
NEM |
|
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 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
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 5.02. | Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
Ms. Karyn F. Ovelmen, age 62, Executive Vice President and Chief
Financial Officer of Newmont Corporation (the “Company” or "Newmont"), resigned from her role as Chief Financial
Officer on July 11, 2025, and will be departing the Company. Ms. Ovelmen’s resignation was not due to any disagreement
with the Company on any matter relating to the Company’s operations, financial statements or accounting policies or practices or
disclosures. The Company has commenced a search for a permanent Chief Financial Officer.
Mr. Peter Wexler, age 57, will serve as interim Chief Financial
Officer, effective as of July 11, 2025 until a permanent successor is selected. Mr. Wexler joined Newmont in March 2024
as Executive Vice President and Chief Legal Officer and is a member of the Company’s Executive Leadership Team. Mr. Wexler
is a seasoned executive with extensive leadership experience, including more than three decades of international corporate experience.
Before joining Newmont, he served for 15 years as Chief Legal Officer at Schneider Electric, a Global 500 business.
In the role of interim Chief Financial Officer, Mr. Wexler
will be supported on financial reporting matters by Newmont’s well-established and experienced global finance team, including
Mr. Brian Tabolt, Senior Vice President, Global Finance and Chief Accounting Officer (Group Head, Finance) and Mr. Neil
Backhouse, Senior Vice President, Investor Relations (Group Head, Investor Relations).
Ms. Ovelmen and the Company entered into a separation
agreement (the “Separation Agreement”), dated July 11, 2025, to, among other things, assist with the transition of
the role of Chief Financial Officer. Pursuant to the Separation Agreement, Ms. Ovelmen will receive six months of her current
base salary and six months of medical insurance coverage following the date of separation from the Company. The Separation Agreement contains a general release of claims by Ms. Ovelmen against the Company, as well as certain customary restrictive
covenants. Ms. Ovelmen will not receive any other separation or severance benefits under the Company’s disclosed plans. A
copy of the Separation Agreement is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Mr. Wexler will also continue to act as Chief Legal Officer and
will continue to participate in the Company’s standard compensation programs at the L6 level, as previously disclosed in the Company’s
2025 Proxy Statement filed with the Securities and Exchange Commission on March 14, 2025. Supplemental compensation, if any, for
his service in the interim Chief Financial Officer role has not been determined as of the date of this Current Report on Form 8-K.
If the Company’s Leadership Development and Compensation Committee determines to award additional compensation to Mr. Wexler
for such role in the future, it will be disclosed in an amendment to this Current Report on Form 8-K.
There are no family relationships between Mr. Wexler and any Company
director or executive officer, and no arrangements or understandings between Mr. Wexler and any other person pursuant to which he
was selected as interim Chief Financial Officer. Mr. Wexler is not a party to any current or proposed transaction with the Company
for which disclosure is required under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit |
Description |
| 10.1 |
Separation
Agreement between Newmont Corporation and Karyn F. Ovelmen, dated July 11, 2025 |
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
By: |
/s/ Logan Hennessey |
| |
Name: |
Logan Hennessey |
| |
Title: |
Senior Vice President, Deputy General Counsel & Corporate Secretary |
Dated: July 14, 2025
