Newmont (NEM) Proxy Filing summary

Executive summary

• 2024 was a transformational year with successful integration of acquired assets, divestiture of six non-core assets, and operational stabilization, resulting in record free cash flow and strong shareholder returns.

• Achieved 6.8 million ounces of gold and 153 thousand tonnes of copper production, $6.3 billion in operating cash flow, and $2.9 billion in free cash flow.

• Returned $2.3 billion to shareholders via dividends and share repurchases, reduced debt below $8.0 billion, and ended the year with $3.6 billion in cash and $7.7 billion in liquidity.

• Board and leadership remain focused on safety, cost management, and productivity for 2025.

Voting matters and shareholder proposals

• Stockholders will vote on: election of twelve directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Virtual annual meeting allows broad participation; detailed instructions provided for voting and attendance.

Board of directors and corporate governance

• Board comprises 12 directors (11 independent, 1 executive), with 55% ethnic/gender diversity and an average tenure of 5.8 years.

• Board skills include mining, finance, M&A, sustainability, technology, and international business.

• Board committees: Audit, Leadership Development and Compensation, Corporate Governance and Nominating, Safety and Sustainability; all committee members are independent.

• Annual board and committee evaluations, robust succession planning, and director education programs in place.

• Proxy access bylaw allows significant shareholders to nominate directors.