<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
Newmont Mining Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
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NEWMONT MINING CORPORATION
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of NEWMONT MINING CORPORATION will be
held at 9:00 a.m. on Thursday, May 7, 1998 in the John D. Hershner Room, 1700
Lincoln Street, Denver, Colorado to:
1. Elect directors; and
2. Transact such other business that may properly come before the
meeting.
Stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
TIMOTHY J. SCHMITT
Secretary
1700 Lincoln Street
Denver, Colorado 80203
March 30, 1998
- --------------------------------------------------------------------------------
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE> 3
PROXY STATEMENT
GENERAL INFORMATION
STOCKHOLDERS ENTITLED TO VOTE. Holders of the common stock of Newmont
Mining Corporation (the "Corporation" or "Newmont Mining") of record at the
close of business on March 5, 1998 are entitled to vote at the Annual Meeting of
Stockholders. As of March 5, 1998, there were 156,472,056 shares of common stock
outstanding. Each share of common stock entitles its owner to one vote. The
holders of a majority of the shares entitled to vote at the Annual Meeting of
Stockholders must be present in person or represented by proxy in order to
constitute a quorum for all matters to come before the meeting.
Votes at the Annual Meeting of Stockholders will be tabulated by two
inspectors of election who shall be appointed by the Chairman of the meeting and
who shall not be candidates for election to the Board of Directors. The
inspectors of election will treat shares of common stock represented by a
properly signed and returned proxy as present at the Annual Meeting of
Stockholders for purposes of determining a quorum, without regard to whether the
proxy is marked as casting a vote or abstaining.
Directors will be elected by a favorable vote of a plurality of the shares
of common stock present and entitled to vote, in person or by proxy, at the
Annual Meeting of Stockholders. All other matters to come before the Annual
Meeting require the approval of a majority of the votes cast on such matters.
Abstentions and broker "non-votes" as to particular matters are counted for
purposes of determining whether a quorum is present at the Annual Meeting of
Stockholders. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved. Abstentions
have the same effect as votes against proposals presented to stockholders. A
"non-vote" occurs when a nominee holding shares for a beneficial owner votes on
one proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions to do so from
the beneficial owner.
PROXY SOLICITATION. The accompanying proxy is solicited by the Board of
Directors of the Corporation. This Proxy Statement is being mailed to the
stockholders on or about March 30, 1998. In addition to solicitation by mail,
solicitation of proxies may be made by certain officers and regular employees of
the Corporation by mail, telephone, telegraph or personal interview. The
Corporation also has retained Georgeson & Company Inc. to aid in the
solicitation of brokers, banks and other institutional stockholders for a fee of
$8,000. All costs of the solicitation of proxies will be borne by the
Corporation. The Corporation will also reimburse brokerage firms and others for
their expenses in forwarding proxy materials to beneficial owners of the
Corporation's common stock. A stockholder who executes a proxy may revoke it by
delivering to the Secretary of the Corporation, at any time before the proxies
are voted, a written notice of revocation bearing a later date than the proxy or
attending the Annual Meeting of Stockholders and voting in person (although
attendance at the Annual Meeting of Stockholders will not in and of itself
constitute a revocation of a proxy). Written notice revoking a proxy should be
sent to the attention of the Secretary of the Corporation at 1700 Lincoln
Street, Denver, Colorado 80203. A stockholder may substitute another person in
place of those persons presently named as proxies.
A NOTE FOR ALL PARTICIPANTS IN THE NEWMONT GOLD COMPANY ("NEWMONT GOLD")
RETIREMENT SAVINGS PLAN OR HOURLY RETIREMENT SAVINGS PLAN. If you are a
participant in the Newmont Gold Retirement Savings Plan or Hourly Retirement
Savings Plan (the "Savings Plans"), and hold the Corporation's common stock in
the Savings Plans as a result of the exchange of Santa Fe Pacific Gold
Corporation common stock into the Corporation's common stock pursuant to the
merger of Santa Fe Pacific Gold Corporation and the Corporation, shares of the
Corporation's common stock which are held for you under the Savings Plans, as
applicable, may be voted through the proxy card accompanying this mailing. The
Savings Plans are administered by The Vanguard Group, as Trustee. The Trustee,
as the stockholder of record of the common stock held in the Savings Plans, will
vote the shares held for you in accordance with the directions you give on the
enclosed proxy card, provided that you return the proxy card duly signed and
dated to the address indicated on the enclosed envelope. If the proxy cards
representing shares of common stock held
<PAGE> 4
under the Savings Plans are not returned duly signed and dated, the Trustee will
vote the shares in the same proportion as it votes shares as to which directions
have been received.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS. Arthur Andersen LLP has
acted as auditors for the Corporation since 1967. The Board of Directors has
selected Arthur Andersen LLP to continue in that capacity for the current year.
In addition to audit services, Arthur Andersen LLP has regularly provided tax
consulting services to the Corporation. Representatives of Arthur Andersen LLP
will be present at the Annual Meeting of Stockholders and will be allowed to
make a statement if they wish. Additionally, they will be available to respond
to appropriate questions from stockholders during the meeting.
STOCKHOLDER PROPOSALS. To be included in the Board of Directors' Proxy
Statement for the 1999 Annual Meeting of Stockholders, stockholder proposals
must be received by the Corporation on or before December 5, 1998. Proposals
should be sent to the attention of the Secretary of the Corporation at 1700
Lincoln Street, Denver, Colorado 80203.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
NOMINEES. Each of the 11 persons named below is a nominee for election as a
director at the Annual Meeting of Stockholders for a term of one year or until
his or her successor is elected and qualifies. Unless authority is withheld, the
proxies will be voted for the election of such nominees. Except for Messrs.
Curry and Munroe and Ms. Sisco, who were elected to the Board of Directors at a
Special Meeting of the Board of Directors held on May 5, 1997, all such nominees
were elected to the Board of Directors at the last Annual Meeting of
Stockholders and all are currently serving as directors of the Corporation. If
any such nominee cannot be a candidate for election at the Annual Meeting of
Stockholders, then the proxies will be voted either for a substitute nominee
designated by the Board of Directors or for the election only of the remaining
nominees. Each of the 11 nominees named below is also a director of Newmont Gold
which, as of March 5, 1998, was approximately 94% owned by the Corporation.
The following table contains a summary of the background and principal
occupations of the nominees:
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
- ----------------------------------------------------------------------
<S> <C>
RONALD C. CAMBRE (59)....................................... 1993
Chairman of Newmont Mining since January 1995, President
thereof since June 1994, Chief Executive Officer
thereof since November 1993 and Vice Chairman thereof
from November 1993 to December 1994; Vice President and
Senior Technical Advisor to the Office of the Chairman
of Freeport-McMoRan Inc., a natural resources company,
prior thereto.
Chairman of the Board, President and Chief Executive
Officer of Newmont Gold Company and Director of
Cleveland-Cliffs Inc.
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JAMES T. CURRY, JR. (61).................................... 1997
Retired Chief Executive Officer of the Minerals Division
of Broken Hill Proprietary Ltd., a natural resources
company.
Director of Newmont Gold Company and SRI International.
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JOSEPH P. FLANNERY (65)..................................... 1982
Chairman, President and Chief Executive Officer of
Uniroyal Holding, Inc., a holding company.
Director of Newmont Gold Company, APS Holding Corporation,
Arvin Industries, Inc., Ingersoll-Rand Company, K-Mart
Corporation and The Scotts Company.
- ----------------------------------------------------------------------
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
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<S> <C>
LEO I. HIGDON, JR. (51)..................................... 1995
President of Babson College since July 1997; formerly Dean
and Charles C. Abbott Professor of the Darden Graduate
School of Business Administration at the University of
Virginia from October 1993 to June 1997; Vice Chairman
of Salomon Brothers Inc, an investment banking firm,
and Co-head of the global investment banking division
of Salomon Brothers Inc, prior thereto.
Director of Newmont Gold Company, Crompton & Knowles
Corporation and Bestfoods.
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THOMAS A. HOLMES (74)....................................... 1979
Retired Chairman and Chief Executive Officer of
Ingersoll-Rand Company, a manufacturer of machinery.
Director of Newmont Gold Company and W. R. Grace & Co.
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GEORGE B. MUNROE (76)....................................... 1997
Retired Chairman and Chief Executive Officer of Phelps
Dodge Corporation, a natural resources company.
Director of Newmont Gold Company.
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ROBIN A. PLUMBRIDGE (62).................................... 1983
Retired Chairman of Gold Fields of South Africa Limited, a
natural resources company; Chief Executive Officer
thereof from December 1980 to September 1995.
Director of Newmont Gold Company and Standard Bank
Investment Corporation.
- ----------------------------------------------------------------------
MOEEN A. QURESHI (67)....................................... 1994
Chairman of Emerging Markets Partnership, a private
investment management company, since June 1992; Prime
Minister of Pakistan from July 1993 to October 1993.
Director of Newmont Gold Company.
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MICHAEL K. REILLY (65)...................................... 1994
Chairman of Zeigler Coal Holding Company, a coal producer;
Chief Executive Officer thereof from 1983 to December
1994.
Director of Newmont Gold Company.
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JEAN HEAD SISCO (72)........................................ 1997
Partner of Sisco Associates, a management consulting firm.
Director of Newmont Gold Company, Chiquita Brands
International, K-Tron International, Inc., American
Funds Series II Tax Exempt, The Neiman Marcus Group,
Inc. and Textron Inc.
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WILLIAM I. M. TURNER, JR. (69).............................. 1986
Chairman and Chief Executive Officer of EXSULTATE INC., a
holding company.
Director of Newmont Gold Company, Proudfoot PLC and
Schroders PLC.
- ----------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ALL OF THE
FOREGOING NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY
CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
3
<PAGE> 6
STOCK OWNERSHIP. As of March 5, 1998, all directors and executive officers
of the Corporation as a group beneficially owned 991,192 shares of the
Corporation's common stock, constituting in the aggregate less than 1% of the
Corporation's outstanding common stock. Unless otherwise noted, the nature of
beneficial ownership of all such shares is sole voting and investment power. As
of March 5, 1998, all directors and executive officers of the Corporation as a
group beneficially owned 52,628 shares of common stock of Newmont Gold,
constituting in the aggregate less than 1% of Newmont Gold's outstanding common
stock. Unless otherwise noted, the nature of beneficial ownership of all such
shares is sole voting and investment power. The following table sets forth the
number of shares of common stock of the Corporation and the number of shares of
common stock of Newmont Gold beneficially owned by the Corporation's directors
and executive officers as of March 5, 1998:
<TABLE>
<CAPTION>
NAME OF SHARES OF CORPORATION SHARES OF NEWMONT GOLD
BENEFICIAL OWNER COMMON STOCK OWNED COMMON STOCK OWNED
---------------- --------------------- ----------------------
<S> <C> <C>
Rudolph I.J. Agnew(2)....................................... 2,496 2,500
J.P. Bolduc(2).............................................. - 0 - 2,500
Ronald C. Cambre............................................ 312,013(1) 12,657
James T. Curry, Jr.......................................... 1,376 625
John A. S. Dow.............................................. 34,006(1) 1,496
Joseph P. Flannery.......................................... 2,745 2,500
Donald W. Gentry(2)......................................... - 0 - 625
Eric Hamer.................................................. 54,221(1) - 0 -
Leo I. Higdon, Jr. ......................................... - 0 - 1,875
Thomas A. Holmes............................................ 6,948 2,500
Patrick M. James(2)......................................... 27,816 938
Lawrence T. Kurlander....................................... 66,091(1) 2,957
George B. Munroe............................................ 2,089(3) 625
Wayne W. Murdy.............................................. 87,755(1) 3,800
Robin A. Plumbridge......................................... 2,496 2,500
Moeen A. Qureshi............................................ - 0 - 2,500
Michael K. Reilly........................................... 10,000 2,500
Jean Head Sisco............................................. 1,471 625
William I. M. Turner, Jr. .................................. 8,000 2,500
All directors and executive officers as a group, including
those named above (41 persons)............................ 991,192(1) 52,628
</TABLE>
- ---------------
(1) Includes 307,221 shares, 34,006 shares, 52,424 shares, 64,291 shares, 76,023
shares and 878,937 shares which Messrs. Cambre, Dow, Hamer, Kurlander, Murdy
and all directors and executive officers as a group, respectively, have the
right to acquire on or within 60 days after March 5, 1998 by the exercise of
options granted by the Corporation.
(2) Not standing for election as a director at the Annual Meeting of
Stockholders.
(3) Includes 519 shares owned by Mr. Munroe's spouse as to which he disclaims
beneficial ownership.
CERTAIN BENEFICIAL OWNERS OF THE CORPORATION. The following table sets
forth the information with respect to each person known by the Corporation to be
the beneficial owner of more than 5% of any class of the Corporation's voting
securities. The information contained herein has been taken from filings with
the Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENTAGE OF
BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS
------------------- -------------- -------------------- -------------
<S> <C> <C> <C>
FMR Corp..................................... Common Stock 9,411,816(1) 6.02%
82 Devonshire Street Boston, MA 02109
T. Rowe Price Associates, Inc................ Common Stock 8,245,174(2) 5.27%
100 East Pratt Street Baltimore, MD 21202
</TABLE>
- ---------------
(1) The Corporation has been advised in a Schedule 13G filing (as amended from
time to time and as most recently amended by Amendment No. 3 thereto dated
February 14, 1998), that as of December 31, 1997, Fidelity Management &
Research Company ("Fidelity"), 82 Devonshire Street, Boston, MA 02109, a
wholly owned subsidiary of FMR Corp. ("FMR") and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, is the
beneficial owner of 6,643,907 shares of the outstanding common stock of the
Corporation (which represents 4.25% based on 156,472,056 shares outstanding
on December 31, 1997), as a
4
<PAGE> 7
result of acting as investment adviser to certain investment companies
registered under Section 8 of the Investment Company Act of 1940 and as a
result of acting as sub-advisor to Fidelity American Special Situations
Trust ("FASST"). FASST is a unit trust established and authorized by the
Department of Trade and Industry under the laws of England. The investment
advisor of FASST is Fidelity Investment Services Limited, an English company
and a subsidiary of Fidelity International Limited ("FIL"). FMR, through its
control of Fidelity, and Edward C. Johnson 3d ("Johnson"), as the Chairman
of FMR, each has sole dispositive power with respect to 6,631,807 shares.
FIL, FMR, through its control of Fidelity, and FASST each has the sole power
to vote and to dispose of 12,100 shares held by FASST. Neither Johnson nor
FMR has the sole power to vote or direct the voting with respect to the
shares owned, which power rests with the investment funds' Board of
Trustees. Johnson owns 12.0% and Abigail P. Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Abigail P. Johnson is a Director
of FMR. Because of ownership by members of the Johnson family and trusts for
their benefit of approximately 49% of the voting stock of FMR and an
existing shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR.
Fidelity Management Trust Company ("FMTC"), 82 Devonshire Street, Boston, MA
02109, a wholly owned subsidiary of FMR and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of
2,292,935 shares of the outstanding common stock of the Corporation (which
represents 1.47% based on 156,472,056 shares outstanding on December 31,
1997), as a result of its serving as investment manager of certain
institutional accounts. Johnson and FMR, through its control of FMTC, each
has sole dispositive power over 2,292,935 shares and sole power to vote or
to direct the voting of 1,758,559 shares and no power to vote or to direct
the voting of 534,376 shares of common stock owned by the institutional
accounts.
Fidelity International Limited ("FIL"), Pembroke Hall, 42 Crowlane,
Hamilton, Bermuda, and various foreign-based subsidiaries provide investment
advisory and management services to a number of non-U.S. investment
companies and certain institutional investors. FIL is the beneficial owner
of 487,074 shares or 0.31% of the outstanding common stock of the
Corporation, which include 12,100 shares or 0.01% of the common stock
outstanding owned by FASST. FIL has the sole voting power and sole
dispositive power with respect to 12,100 shares.
(2) The Corporation has been advised in a Schedule 13G filing, dated February
12, 1998, that T. Rowe Price Associates, Inc. ("Price Associates"), 100 East
Pratt Street, Baltimore, Maryland 21202, is the beneficial owner of
8,245,174 shares of the outstanding common stock of the Corporation (which
represents 5.27% based on 156,472,056 shares outstanding on December 31,
1997). Price Associates serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Price
Associates is deemed to be a beneficial owner of such securities; however,
Price Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities.
DIRECTORS' FEES, COMMITTEES AND MEETINGS. Directors who are neither
officers nor employees of the Corporation, Newmont Gold or any of Newmont Gold's
subsidiaries are entitled to receive $25,000 per annum for serving as directors
on the Board of Directors. All directors are entitled to receive an attendance
fee of $1,000 per meeting of the Board of Directors. Each director who is
neither an officer nor an employee of the Corporation, Newmont Gold or any of
Newmont Gold's subsidiaries is entitled to receive an attendance fee of $750 per
meeting of a committee of which he or she is a member and $1,000 per meeting in
the case of the Chairman of the committee.
In addition, pursuant to Newmont Gold's Directors' Stock Award Plan,
directors who also serve on the Board of Directors of Newmont Gold and who are
not employees of the Corporation, Newmont Gold or any of Newmont Gold's
subsidiaries receive 625 shares of common stock of Newmont Gold annually on the
date of their election or re-election at Newmont Gold's Annual Meeting of
Stockholders. If a person who is not an employee of the Corporation, Newmont
Gold or any of Newmont Gold's subsidiaries becomes a director in any year, after
Newmont Gold's Annual Meeting of Stockholders held in such year, such person
will receive 625 shares of common stock of Newmont Gold on the effective date of
such person's election as a director of Newmont Gold. Shares awarded under the
plan may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by the director until the earliest of (i) the expiration of five
years after the date of receipt of such shares by the director, (ii) the date
the participating person ceases to be a director by reason of death or
disability, or (iii) the later of (a) the date the participating person ceases
to be a director for any reason other than death or disability or (b) the
expiration of six months after the date of receipt of such shares by the
director.
On retirement from the Board of Directors at any time after attaining age
65, a director who is not entitled to a pension under Newmont Gold's Pension
Plan (i.e., a director who has not been an officer or employee of the
Corporation, Newmont Gold or any of Newmont Gold's subsidiaries) and who has
served for at least ten consecutive years as a director of the Corporation or
Newmont Gold is entitled to be paid an annual sum of $20,000 and an amount equal
to the per annum fee paid to him in his capacity as a director
5
<PAGE> 8
during his final year of service on the Board of Directors of the Corporation or
Newmont Gold, in each case, for life.
During 1997, the Board of Directors held 10 meetings and each incumbent
director attended more than 75% of all meetings of the Board of Directors and
committees of the Board of Directors on which he or she served for the period
during which he or she was a member, except Messrs. Higdon and Qureshi, who
attended 71% and 73%, respectively, of all meetings of the Board of Directors
and committees of the Board of Directors on which such persons served for the
period during which such persons were members.
The Board of Directors has, in addition to other standing committees,
audit, compensation and nominating committees. Members of these three committees
are not, and have not been, officers or employees of the Corporation, Newmont
Gold or any of Newmont Gold's subsidiaries. The members of these committees are:
<TABLE>
<CAPTION>
AUDIT COMPENSATION NOMINATING
----- ------------ ----------
<S> <C> <C>
J. P. Bolduc(2) Joseph P. Flannery(1) Joseph P. Flannery
James T. Curry, Jr. Thomas A. Holmes Leo I. Higdon, Jr.
Robin A. Plumbridge(1) Robin A. Plumbridge Thomas A. Holmes(1)
Moeen A. Qureshi Jean Head Sisco George B. Munroe
Michael K. Reilly William I. M. Turner, Jr. William I. M. Turner, Jr.
</TABLE>
- ---------------
(1) Chairman
(2) Mr. Bolduc is not standing for election as a director at the Annual Meeting
of Stockholders
AUDIT COMMITTEE. The Audit Committee recommends independent public
accountants to act as auditors for the Corporation for consideration by the
Board of Directors, reviews the Corporation's financial statements, confers with
the independent public accountants with respect to the scope and results of
their audit of the Corporation's financial statements and their reports thereon,
reviews the Corporation's accounting policies, tax matters and internal
controls, and oversees compliance by the Corporation with requirements of the
Financial Accounting Standards Board and federal regulatory agencies. The Audit
Committee also reviews non-audit services furnished to the Corporation by the
independent public accountants, primarily consultation on tax matters and
business advisory services. Access to the Audit Committee is given to the
Corporation's Controller and Newmont Gold's Vice President, Internal Audit.
During 1997, the Audit Committee held two meetings.
COMPENSATION COMMITTEE. Each of the Corporation's Compensation Committee
and the Compensation Committee of Newmont Gold is responsible to its respective
Board of Directors and by extension to the stockholders of the Corporation or
Newmont Gold, as the case may be, for approving and administering the policies
which govern annual compensation and incentive programs for the Corporation's
and Newmont Gold's executive officers and other key employees. During 1997, the
Compensation Committee held five meetings.
NOMINATING COMMITTEE. The Nominating Committee's function is to propose to
the Board of Directors slates of directors to be elected at the Annual Meetings
of Stockholders (and any directors to be elected by the Board of Directors to
fill vacancies) and slates of officers to be elected by the Corporation's Board
of Directors. During 1997, the Nominating Committee held four meetings. The
Nominating Committee will consider for nomination to become directors any
persons recommended by stockholders. Recommendations may be submitted to the
Nominating Committee in care of the Secretary of the Corporation at 1700 Lincoln
Street, Denver, Colorado 80203.
6
<PAGE> 9
EXECUTIVE COMPENSATION
All executive officers of the Corporation are executive officers and
employees of Newmont Gold. All salary and other compensation and benefit costs
are borne by Newmont Gold.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. The following table shows
the total compensation earned or paid to the Chief Executive Officer and to each
of the Corporation's and Newmont Gold's four most highly compensated executive
officers, other than the Chief Executive Officer, for services rendered in all
capacities to the Corporation, Newmont Gold and Newmont Gold's subsidiaries in
1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------- ------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#) COMPENSATION(1)
------------------ ---- -------- ---------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre 1997 $628,333(2) $1,015,917 $ -0- 500,000 $9,000
Chairman, President and 1996 567,000(2) 393,977 206,023 25,000 9,000
Chief Executive Officer 1995 513,000(2) 332,553 167,447 -0- 9,000
Wayne W. Murdy 1997 301,666 383,370 66,573(3) 21,000 9,000
Executive Vice President 1996 277,083 136,558 59,009 10,000 9,000
and Chief Financial Officer 1995 245,500 138,643 52,131 -0- 9,000
Lawrence T. Kurlander 1997 257,500 327,187 56,768(3) 20,000 9,000
Senior Vice President, 1996 243,333 119,603 51,516 10,000 9,000
Chief Administrative Officer 1995 223,333 111,895 47,416 -0- 9,000
John A. S. Dow 1997 218,000 288,145 50,794(3) 20,000 9,000
Senior Vice President, 1996 176,750 82,680 60,588(4) 10,620 -0-
Exploration 1995 140,000 42,991 -0- 6,240 -0-
Eric Hamer(5) 1997 230,250 213,268 34,800(3) 11,000 9,000
Vice President and Senior 1996 212,750 117,000 -0- 8,000 9,000
Project Executive, Indonesia 1995 175,641 51,048 -0- -0- 9,000
</TABLE>
- ---------------
(1) Newmont Gold's contributions and credits to its Retirement Savings Plan and
non-qualified supplemental Savings Equalization Plan.
(2) Includes director's fees of $20,000, $17,000 and $13,000 in 1997, 1996 and
1995, respectively.
(3) Value of Newmont Mining restricted common stock awarded under Newmont Gold's
Intermediate Term Incentive Compensation Plan for 1997. Dividends are
payable on the shares of restricted common stock awarded. These shares of
restricted common stock vest over a two-year period and were issued in March
1998 in the following amounts:
<TABLE>
<CAPTION>
#
-----
<S> <C>
Wayne W. Murdy.............................................. 2,484
Lawrence T. Kurlander....................................... 2,118
John A. S. Dow.............................................. 1,896
Eric Hamer.................................................. 1,299
</TABLE>
The number of shares and value of Newmont Gold restricted common stock held by
the named executive officers on December 31, 1997 were as follows:
<TABLE>
<CAPTION>
# $
----- -------
<S> <C> <C>
Ronald C. Cambre............................................ 8,177 240,199
Wayne W. Murdy.............................................. 2,419 71,058
Lawrence T. Kurlander....................................... 2,147 63,068
John A. S. Dow.............................................. 1,496 43,945
</TABLE>
On December 31, 1997, none of the named executive officers held any Newmont
Mining restricted common stock.
(4) In addition to 870 shares of Newmont Gold restricted common stock having a
value of $35,235 awarded to Mr. Dow under Newmont Gold's Annual Incentive
Compensation Plan for 1996, he was also given a special award of 626 shares
of Newmont Gold restricted common stock having a value of $25,353 in January
1997 on the same terms as those awarded under Newmont Gold's Annual
Incentive Compensation Plan. Such special award was in recognition of his
contributions to the success of Newmont Gold's exploration activities in
1996 and prior years and Mr. Dow's promotion to Senior Vice President,
Exploration of the Corporation and Newmont Gold.
(5) Mr. Hamer is an elected officer of Newmont Gold only.
7
<PAGE> 10
STOCK OPTIONS. The following table contains information concerning the
grant of stock options in 1997 under Newmont Mining's 1996 Employees Stock Plan
with respect to the named executive officers:
OPTIONS GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
- ------------------------------------------------------------------------------------------------ REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS PARTICIPANTS PRICE EXPIRATION -------------------------
NAME GRANTED(#) IN 1997 ($/SHARE) DATE 5% 10%
---- ---------- ------------ --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre.......................... 500,000(1) 31.20% 37.82 05/21/07 $11,892,397 $30,137,670
Wayne W. Murdy............................ 11,000(2) 0.69% 37.82 05/21/07 261,633 663,029
10,000(3) 0.62% 31.75 11/18/07 199,674 506,013
Lawrence T. Kurlander..................... 10,000(2) 0.62% 37.82 05/21/07 237,848 602,753
10,000(3) 0.62% 31.75 11/18/07 199,674 506,013
John A. S. Dow............................ 10,000(2) 0.62% 37.82 05/21/07 237,848 602,753
10,000(3) 0.62% 31.75 11/18/07 199,674 506,013
Eric Hamer................................ 6,000(2) 0.37% 37.82 05/21/07 142,709 361,652
5,000(3) 0.31% 31.75 11/18/07 99,837 253,007
</TABLE>
- ---------------
(1) Granted on May 21, 1997 and exercisable in five annual increments of 20%
each commencing December 31, 1997.
(2) Granted on May 21, 1997 and exercisable in four annual increments of 25%
each commencing May 21, 1998.
(3) Granted on November 18, 1997 and exercisable in four annual increments of
25% each commencing November 18, 1998.
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
concerning the exercise of options in 1997 and unexercised options held at the
end of 1997 with respect to the named executive officers:
AGGREGATED OPTION EXERCISES IN 1997
AND 1997 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 1997 IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END(#) AT 1997 YEAR-END(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre.......................... -0- $ -0- 294,721 532,317 $ -0- $ -0-
Wayne W. Murdy............................ -0- -0- 71,023 70,932 -0- -0-
Lawrence T. Kurlander..................... -0- -0- 59,291 69,932 -0- -0-
John A. S. Dow............................ -0- -0- 34,006 25,310 5,958 -0-
Eric Hamer................................ -0- -0- 52,424 41,959 -0- -0-
</TABLE>
- ---------------
(1) Market value of underlying securities at year end ($29.375) less the
exercise price of "in-the-money" options.
8
<PAGE> 11
PENSION PLANS. The following table shows the estimated pension benefits
payable to a covered participant at normal retirement age (62 years) under
Newmont Gold's qualified defined benefit pension plan (the "Pension Plan"), as
well as under its nonqualified supplemental pension plan that provides benefits
that would otherwise be denied participants by reason of certain Internal
Revenue Code limitations on qualified plan benefits, based on remuneration that
is covered under the plans and years of service with the Corporation, Newmont
Gold and Newmont Gold's subsidiaries.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 500,000.................................................. $131,250 $175,000 $218,750 $ 262,500 $ 306,250
600,000.................................................. 157,500 210,000 262,500 315,000 367,500
700,000.................................................. 183,750 245,000 306,250 367,500 428,750
800,000.................................................. 210,000 280,000 350,000 420,000 490,000
900,000.................................................. 236,250 315,000 393,750 472,500 551,250
1,000,000.................................................. 262,500 350,000 437,500 525,000 612,500
1,100,000.................................................. 288,750 385,000 481,250 577,500 673,750
1,200,000.................................................. 315,000 420,000 525,000 630,000 735,000
1,300,000.................................................. 341,250 455,000 568,750 682,500 796,250
1,400,000.................................................. 367,500 490,000 612,500 735,000 857,500
1,500,000.................................................. 393,750 525,000 656,250 787,500 918,750
1,600,000.................................................. 420,000 560,000 700,000 840,000 980,000
1,700,000.................................................. 446,250 595,000 743,750 892,500 1,041,250
1,800,000.................................................. 472,500 630,000 787,500 945,000 1,102,500
1,900,000.................................................. 498,750 665,000 831,250 997,500 1,163,750
2,000,000.................................................. 525,000 700,000 875,000 1,050,000 1,225,000
</TABLE>
A participant's remuneration covered by the Pension Plan is his or her
average annual base salary and bonus, including amounts paid in the form of
restricted stock (as reported in the Summary Compensation Table) for the 60
consecutive months in which the highest level of compensation was paid to the
participant during the last 120 months of the participant's career with the
Corporation, Newmont Gold and Newmont Gold's subsidiaries. The approximate years
of credited service as of the end of 1997 for each named executive officer is:
Mr. Cambre -- four years; Mr. Murdy -- five years; Mr. Kurlander -- four years;
Mr. Hamer -- 23 years; Mr. Dow -- 19 years. Benefits shown are computed on a
straight single life annuity basis beginning at age 62. Such amounts have not
been reduced for Social Security benefits.
9
<PAGE> 12
OFFICERS' DEATH BENEFIT PLAN AND GROUP LIFE INSURANCE PROGRAM. Newmont Gold
has an Officers' Death Benefit Plan for the benefit of the named executive
officers and other executive officers of the Corporation, Newmont Gold and
certain of Newmont Gold's subsidiaries. The plan provides a death benefit of
three times annual base salary for an executive officer who dies while an active
employee and a death benefit of one times final annual base salary for an
executive officer who dies after retiring at or after normal retirement age. For
retirement prior to normal retirement age, the post-retirement death benefit is
30% to 100% of one times final annual base salary, depending on the number of
years to normal retirement age. Coverage under the Officers' Death Benefit Plan
is offset by group life insurance maintained for the benefit of all salaried
employees of the Corporation, Newmont Gold and certain of Newmont Gold's
subsidiaries.
EXECUTIVE AGREEMENTS. An agreement is currently in effect among the
Corporation, Newmont Gold and Mr. Cambre which provided for an initial 1994
annual base salary of $500,000. The agreement provides that the Boards of
Directors of the Corporation and Newmont Gold may, at their discretion, increase
Mr. Cambre's base salary and that any such increased base salary made after
January 1994 automatically becomes Mr. Cambre's minimum base salary thereafter.
Mr. Cambre's employment agreement is effective until his 62nd birthday, unless
terminated earlier as provided in the agreement. In the event Mr. Cambre's
employment is terminated other than for "cause" (as defined below) and without
any breach by Mr. Cambre of such agreement, he will be entitled to receive a
lump sum payment equal to twice his annual base salary for each 12-month period
in the remaining term of his employment (which will not exceed two years).
Mr. Murdy's letter of offer of employment from Newmont Gold provides that
if his employment is terminated other than for "cause" (as defined below), he
will be entitled to receive 24 months of his then salary (as defined in Newmont
Gold's Severance Pay Plan) plus certain other severance benefits.
Any benefits to which Messrs. Cambre and Murdy may be entitled from Newmont
Gold's Severance Pay Plan (as described below) reduce the benefits due under
these arrangements.
SEVERANCE PAY PLAN. Each of the named executive officers participates in
Newmont Gold's Severance Pay Plan. Participants in the Severance Pay Plan with
at least one year of service (a) who have been continually employed by the
Corporation, Newmont Gold or one of Newmont Gold's subsidiaries or affiliates on
and after August 1, 1991, or (b) whose employment with the Corporation, Newmont
Gold or one of Newmont Gold's subsidiaries or affiliates is involuntarily
terminated other than for "cause" (as defined below) within 24 months after a
change in control (as defined in the Severance Pay Plan) of the Corporation
(other than those participants whose employment began on or after May 1, 1993)
are entitled to receive a minimum of the greater of (i) four weeks of salary (as
defined in the Severance Pay Plan), together with an additional two weeks of
salary for each year of service; or (ii) from nine to 78 weeks of salary
depending on the salary grade of the participant, calculated based on the
relevant participant's salary as of April 30, 1993. Each of the named executive
officers who are otherwise eligible for severance pay under clause (ii) above
would receive 52 weeks of salary. Participants whose employment began on or
after May 1, 1993 and whose employment is involuntarily terminated are entitled
to receive only the amount determined as set forth in clause (i) in the previous
sentence. Under the Severance Pay Plan, the maximum severance allowance benefit
payable to a participant calculated as set forth above is 104 weeks of such
participant's salary. In addition to the amount described above, each
participant is also entitled to a lump sum payment equal to Newmont Gold's
matching contribution that would have been made under Newmont Gold's Retirement
Savings Plan calculated in accordance with the relevant provisions of the
Severance Pay Plan and any accrued and unused vacation time. Participants under
the Severance Pay Plan are also entitled to certain fringe benefits, such as
coverage under Newmont Gold's medical and dental plans and life insurance plan,
as set forth in the Severance Pay Plan.
"Cause" as a basis for termination is generally limited to (i)
misappropriation of funds or property of the Corporation, Newmont Gold or
Newmont Gold's subsidiaries, (ii) conviction of a felony, (iii) obtaining
personal benefit from any transaction between the Corporation, Newmont Gold or
Newmont Gold's subsidiaries and a third party without the prior approval of such
benefit by the Board of Directors of the Corporation or of Newmont Gold, (iv)
obtaining a personal profit from the sale of the Corporation's, Newmont Gold's
or Newmont Gold's subsidiaries' trade secrets, (v) poor job performance or (vi)
conduct below reasonably expected standards.
10
<PAGE> 13
The report of the Compensation Committee and the performance graph that
follow shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934 except to
the extent that the Corporation specifically incorporates the information by
reference, and shall not otherwise be deemed filed under such Acts.
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed entirely
of directors who are not officers or employees of the Corporation, Newmont Gold
or any of Newmont Gold's subsidiaries. Each of the Compensation Committees of
the Corporation and Newmont Gold is responsible to its respective Board of
Directors and by extension to the stockholders of the Corporation or Newmont
Gold, as the case may be, for approving and administering the policies which
govern annual compensation and incentive programs for the Corporation's and
Newmont Gold's executive officers and other key employees. The members of the
Corporation's Compensation Committee are also directors of Newmont Gold and
serve on the Newmont Gold Compensation Committee. The membership of the two
Committees is identical. The Corporation and Newmont Gold operate as a single
economic unit and all of the executive officers of the Corporation are also the
executive officers and employees of Newmont Gold. Newmont Gold pays all
compensation expenses of such employees. The following report reflects the
compensation philosophy and decisions of both Committees.
There are four elements to the Corporation's and Newmont Gold's executive
compensation program -- base salaries, annual incentives, intermediate-term
incentives and stock options. The Committees determined that in general the
value of the sum of these four elements, assuming certain performance-based
targets are met, should approach the 75th percentile for comparable positions in
the gold mining industry as set forth in the executive-level compensation
surveys described below as well as based on recommendations contained in a
report provided by an independent compensation consultant retained by Newmont
Gold.
BASE SALARIES. The base salaries for executive officers of the Corporation
and Newmont Gold, including Mr. Cambre and the other named executive officers,
fall within salary ranges that reflect competitive base pay levels within the
mining industry as a whole for the positions they hold. The Corporation and
Newmont Gold subscribe to and participate in surveys of executive-level
compensation. One of the surveys in which the Corporation and Newmont Gold
participate is devoted exclusively to the gold mining industry and includes
information about 14 companies based in North America. This survey not only
includes the six companies that comprise the Standard & Poor's Gold Precious
Metals Index shown on the Corporation's Performance Graph below, but also
includes a number of companies which the Committees believe are more appropriate
for comparison with the Corporation and Newmont Gold for purposes of analyzing
executive compensation. The Corporation and Newmont Gold participate in other
surveys as well, which cover a wide range of industries and companies. Although
many of the companies included in these broader surveys are not capable of
meaningful comparison with the Corporation and Newmont Gold, the Corporation and
Newmont Gold use such surveys to identify general trends in executive
compensation. Based on a review of such survey information, the Committees
believe that the base salaries of the Corporation's and Newmont Gold's executive
officers are at or slightly below the median salaries for comparable positions
in the gold mining industry. With respect to Mr. Cambre's base salary, the
Committees determined that his 1996 performance together with the acquisition
and successful integration of Santa Fe Pacific Gold Corporation ("Santa Fe")
merited an increase of 18% in June 1997. Mr. Cambre's last adjustment to his
base salary was in January 1996. Such base salary is consistent with the
Corporation's and Newmont Gold's philosophy that salaries be at approximately
the median for comparable positions.
Base salary increases are made on the basis of changes in industry levels
as well as evaluated individual contribution and the Corporation's and Newmont
Gold's performance in the prior year. The 1997 base salary increases of the
named executive officers were in line with increases in base salaries for
comparable industry positions as reflected in the gold mining industry survey.
11
<PAGE> 14
ANNUAL INCENTIVES. Annual incentive awards are made pursuant to Newmont
Gold's Annual Incentive Compensation Plan ("AICP"). The named executive officers
(and other participants at specified salary levels) are eligible to receive both
a unit performance bonus and a personal performance bonus. Unit performance
bonuses are paid in cash and are based upon the attainment of gold production
and cost of production goals established annually by the Newmont Gold Board on
the recommendation of its Compensation Committee. At year-end, actual cash costs
of production and actual production are compared with targeted costs and
production to determine a "unit performance percentage." Newmont Gold must
achieve a minimum percentage (designated by the Newmont Gold Board to be 85%)
before any bonuses based on unit performance can be made to participants in the
AICP. Unit performance bonuses are incrementally increased (or decreased) in
accordance with incrementally higher (or lower) performance percentages (with
the maximum percentage being 120%). In 1997, Newmont Gold achieved a maximum
unit performance percentage of 120%. In addition, the Newmont Gold Board
designated a minimum average price of gold per ounce that had to be realized
when the unit performance target was determined. No unit or personal performance
bonuses under the AICP could be paid for 1997 if Newmont Gold did not realize
such minimum average price of gold per ounce. In 1997, Newmont Gold met the
minimum average price of gold per ounce.
Personal performance bonuses are based upon an evaluation of a
participant's personal contribution to the Corporation and Newmont Gold and in
1997 were paid in cash. Prior to 1997 personal performance bonuses to the named
executive officers, except Mr. Hamer, were paid partly in cash and partly in the
form of restricted shares of Newmont Gold common stock. In 1997, personal
performance awards to the named executive officers and other AICP participants
were based on certain subjective factors such as the individual skills,
experience and accomplishments of the relevant executive officer, as well as
such executive officers' contributions to the positive economic results realized
by the Corporation and Newmont Gold during 1997. The Committees did not use any
fixed weighting of such factors in determining personal performance bonuses.
Participants in the AICP are assigned target awards as a percentage of
their base salary. Target awards increase at higher management levels to 100% of
base salary in the case of the Chief Executive Officer. The weighting of unit
performance and personal performance factors varies by participant, and in the
case of Mr. Cambre is approximately two-thirds unit performance and one-third
personal performance at target.
Mr. Cambre's total AICP 1997 bonus of $1,015,917 was equal to 167% of his
1997 base salary. Mr. Cambre's unit performance bonus of $815,167 (80% of such
total award) was based on a maximum unit performance percentage of 120% as
described above which, because of the incrementally higher bonus percentage,
resulted in a unit performance bonus equal to 200% of target. His personal
performance bonus of $200,750 (20% of such total award) was based on Mr.
Cambre's personal performance evaluation. In making this determination, the
Committees considered Mr. Cambre's vision and leadership which enabled the
Corporation and Newmont Gold to achieve the following positive results in 1997:
- Acquisition of Santa Fe;
- Successful and orderly integration of Santa Fe, including a reduction of
costs from the combined operations of $47 million;
- Record production of nearly 4 million equity ounces of gold, a 27%
increase from 1996;
- A 14% reduction in total cash costs to $187 per equity ounce of gold
produced; and
- Commencement of construction of the Batu Hijau project in Indonesia
following completion of $1 billion in project financing and conclusion of
sales contracts for 65% of the project's copper concentrate.
INTERMEDIATE-TERM INCENTIVES. In 1997, Newmont Gold established the Newmont
Gold Intermediate Term Incentive Compensation Plan ("ITIP") to provide incentive
compensation to the named executive officers (excluding Mr. Cambre) and to other
eligible participants. The ITIP is intended to reward eligible participants
based upon the attainment of objective financial and business goals over a
three-year period established annually by the Newmont Gold Compensation
Committee. Such goals relate to gold production, cost of production, proven and
probable gold ore reserves and earnings per share. Newmont Gold must achieve
12
<PAGE> 15
certain minimum results before any ITIP bonuses can be paid. ITIP bonuses are
incrementally increased or decreased, as the case may be, depending on actual
results. With respect to 1997, the payout percentage was 179%, based on 1997
results only. Bonuses are paid one-half in cash and one-half in the form of
restricted common stock of either the Corporation or Newmont Gold. Such shares
vest over two years. During such period, a recipient has the right to vote such
shares and to receive dividends. Once fully vested, a recipient has all the
rights of full ownership. However, such shares may not, in general, be sold or
transferred for a period of five years following the year for which such shares
were awarded. Participants in the ITIP are assigned target awards as a
percentage of their base salary. For 1997, these target percentages ranged from
7% to 28%. Actual payouts for 1997 exceeded these percentages since, as stated
above, actual results exceeded target performance.
STOCK OPTIONS. The fourth element of executive compensation, stock options,
is long-term in nature and is designed to link executive rewards with
stockholder value over time. In 1997, the Corporation's Compensation Committee,
which is also responsible for administering the Corporation's stock option
plans, reinstated its practice of making semi-annual stock option grants to
Messrs. Murdy and Kurlander. With respect to Mr. Cambre, the Committee
determined that, in lieu of participation in Newmont Gold's ITIP, he be granted
a special one-time option grant for 500,000 shares of the Corporation's common
stock. The Committee believed that in this case the Chief Executive Officer
would more closely be aligned with the interests of the stockholders over a long
period of time.
In January 1998, the Corporation's Compensation Committee awarded special
stock option grants to Messrs. Cambre, Murdy, Kurlander and Dow in recognition
of their individual contribution to the acquisition and successful integration
of Santa Fe in 1997. Such awards were also intended to provide a strong
incentive to increase the value of the Corporation and Newmont Gold and to
recognize such individuals' potential future impact on the attainment of the
Corporation's and Newmont Gold's mutual long-term goals and objectives.
POLICIES WITH RESPECT TO TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Under
the Revenue Reconciliation Act of 1993, Section 162 of the Internal Revenue Code
was amended to eliminate, with certain exceptions, the deduction for certain
compensation in excess of $1 million to any named executive officer, including
the Chief Executive Officer. The Committees believe that the Corporation's stock
plans may comply with the exceptions to this limitation. It is possible that
payments made from time to time under Newmont Gold's AICP could constitute
non-deductible compensation expenses. Altering such Plan to assure full
deductibility of compensation, however, could inhibit the Committees' ability to
adjust performance criteria as they deem appropriate. The Committees believe
that Newmont Gold's ITIP complies with the exceptions to this limitation.
Because the Committees do not currently anticipate any significant increase in
tax liability to the Corporation or Newmont Gold as a result of the Section 162
amendments, the Committees have not altered their approach to setting incentive
compensation in response to such amendments. Should the compensation levels of
the Chief Executive Officer or any of the other named executive officers
materially affect the Corporation's or Newmont Gold's tax position in the
future, the Committees will consider establishing performance criteria that will
allow the Corporation and Newmont Gold to avail themselves of all appropriate
tax deductions.
SUMMARY. The Committees believe that the combination of competitive base
salaries, annual incentives paid in cash, intermediate-term incentives paid
partially in cash and restricted stock and stock options represents a highly
motivational and effective senior executive compensation program that works to
attract and retain talented executives and strongly aligns the interests of
senior management with those of the stockholders of Newmont Mining and Newmont
Gold in achieving over time above-average long-term returns on investment.
Submitted by the Compensation Committee of the Newmont Mining Board:
<TABLE>
<S> <C>
Joseph P. Flannery, Chairman Jean Head Sisco
Thomas A. Holmes William I.M. Turner, Jr.
Robin A. Plumbridge
</TABLE>
13
<PAGE> 16
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
The following graph assumes a $100 investment on December 31, 1992 in each
of the Corporation's common stock, the S&P 500 Index and the S&P Gold Precious
Metals Index.
CUMULATIVE VALUE OF A $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
NEWMONT
MEASUREMENT PERIOD MINING S&P 500 S&P GOLD
(FISCAL YEAR COVERED) CORPORATION INDEX INDEX*
--------------------- ----------- ------- --------
<S> <C> <C> <C>
1992 100 100 100
1993 142 110 183
1994 112 112 148
1995 143 153 167
1996 142 189 165
1997 94 252 109
</TABLE>
- ---------------
*Barrick Gold Corporation, Battle Mountain Gold Company, Echo Bay Mines Ltd.,
Homestake Mining Company, Newmont Mining and Placer Dome, Inc.
SECTION 16(A) REPORTING. Section 16(a) of the Securities Exchange Act of
1934 requires the Corporation's executive officers and directors and holders of
greater than 10% of the Corporation's outstanding common stock to file initial
reports of their ownership of the Corporation's equity securities and reports of
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Based solely on a review of the copies of such reports
furnished to the Corporation and written representations from the Corporation's
executive officers and directors that no Forms 5 were required, the Corporation
believes that all Section 16(a) filing requirements were complied with in 1997,
except for W. Durand Eppler who reported one transaction late on a subsequently
filed Form 5 and David H. Francisco who reported one transaction late on a
subsequently filed Form 5. The aforementioned individuals are executive officers
of the Corporation and Newmont Gold.
OTHER MATTERS
The Board of Directors does not intend to bring other matters before the
Corporation's Annual Meeting except items incident to the conduct of the
meeting. However, on all matters properly brought before the meeting by the
Board of Directors or by others, the persons named as proxies in (the
accompanying proxy), or their substitutes, will vote in accordance with their
best judgment.
14
<PAGE> 17
PROXY
NEWMONT MINING CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF NEWMONT MINING CORPORATION
The undersigned, a holder of record shares of common stock, par value $1.60 per
share of Newmont Mining Corporation at the close of business on March 5, 1998
(the "Record Date") hereby appoints Joy E. Hansen, Wayne W. Murdy and Timothy J.
Schmitt, and each or any of them, the proxy or proxies of the undersigned, with
full power of substitution and revocation, to represent the undersigned and to
vote all shares of the common stock of Newmont Mining Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Corporation to be held at 9:00 a.m. local time on Thursday, May 7, 1998 in the
John D. Hershner Room, 1700 Lincoln Street, Denver, Colorado and any
adjournments thereof, upon the matters listed on the reverse side hereof. The
proxies appointed hereby may act by a majority of said proxies present at the
meeting (or if only one is present, by that one).
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
FOLD AND DETACH HERE
<PAGE> 18
Please mark [X]
your votes as
indicated in
this example
FOR WITHHELD FOR ALL
ALL FOR ALL EXCEPT
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1.
Item 1 - ELECTION OF DIRECTORS
Nominees: R.C. Cambre, J.T. Curry, Jr., J.P. Flannery, L.I. Higdon, Jr., T.A.
Holmes, G.B. Munroe, R.A. Plumbridge, M.A.Qureshi, M.K. Reilly,
J.H. Sisco and W.I.M. Turner, Jr.
FOR ALL EXCEPT NOMINEES WRITTEN IN THE SPACE PROVIDED BELOW.
By execution of this Proxy, the undersigned hereby authorizes
such proxies or their substitutes to vote in their discretion on
such other business as may properly come before the Annual
Meeting.
Proxies can only be given by Newmont Mining stockholders of
record on the Record Date. Please sign your name below exactly as
it appears on your stock certificate(s) on the Record Date or on
the label affixed hereto. When the shares of Newmont Mining
common stock are held of record by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or authorized
officer. If a partnership, please sign in partnership name by
authorized person.
The undersigned acknowledges receipt of the Notice of Annual
Meeting of Stockholders and of the Proxy Statement.
- ------------------------- --------------------------- --------------, 1998
SIGNATURE (TITLE, IF ANY) SIGNATURE IF HELD JOINTLY DATE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
