Freeport-McMoRan (FCX) Proxy Filing summary

Executive summary

• Achieved strong 2024 operating and financial results, exceeding copper sales guidance and surpassing unit cost targets, with revenues, adjusted EBITDA, and operating cash flows all up from 2023 due to higher copper and gold prices.

• Advanced leach innovation initiatives in the Americas, completed new smelter and refinery in Indonesia, and managed recovery from a fire at the new smelter.

• Completed a seamless CEO transition, with Kathleen Quirk succeeding Richard Adkerson, who remains as chairman focusing on strategic matters.

• Maintained strong safety performance, achieving the lowest incident rate in over a decade, and continued third-party validation under responsible production frameworks at all sites.

• Distributed $4.7 billion to stockholders since June 2021, with $0.60 per share in dividends in 2024 and share repurchases totaling $1.9 billion since November 2021.

Voting matters and shareholder proposals

• Election of twelve directors, advisory vote on executive compensation, approval of the 2025 Stock Incentive Plan, and ratification of Ernst & Young LLP as independent auditor for 2025 are on the agenda, with board recommending FOR all proposals.

• Stockholders can vote online, by phone, or by mail, and the meeting will be held virtually.

Board of directors and corporate governance

• Board consists of 12 members, 10 of whom are independent; all standing committees are fully independent.

• Board skills include natural resources, CEO experience, international business, sustainability, and financial expertise.

• Lead independent director role maintained, with annual review of board leadership structure.

• Annual board and committee evaluations, director orientation, and ongoing education are emphasized.

• Stockholder proxy access and majority voting for directors in uncontested elections.