<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, For Use of the
[_] Preliminary Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
NEWMONT MINING CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the 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)(1) and 0-11.
(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>
March 28, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Newmont Mining Corporation to be held at 2:00 p.m. on Thursday, May 4, 2000 in
the John D. Hershner Room, 1700 Lincoln Street, Denver, Colorado.
Enclosed are the formal notice of the annual meeting and our proxy
statement. This year, among other items, you are being asked to approve the
elimination of Newmont Mining as a holding company by merging it with its
wholly owned subsidiary, Newmont Gold Company. All of Newmont Mining's business
is conducted through, and the assets and liabilities are held by, Newmont Gold.
Management believes that the proposed merger will simplify the corporate
organization and reduce overhead expenses. If approved by the stockholders,
Newmont Gold would be renamed Newmont Mining Corporation. You will not have to
turn in your existing Newmont Mining stock certificates.
Please review carefully the proxy statement that includes information on the
proposed transaction.
We appreciate the continuing interest of our stockholders. YOUR VOTE IS
IMPORTANT. This year we have made it possible for you to vote in one of three
ways, by mail, by telephone or by the Internet. Please review carefully your
proxy card for information on these voting choices.
Sincerely yours,
/s/Ronald C. Cambre
Ronald C. Cambre
Chairman of the Board and Chief
Executive Officer
<PAGE>
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
----------------
Notice of 2000 Annual Meeting of Stockholders
To the Stockholders of Newmont Mining Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of Newmont
Mining Corporation will be held at 2:00 p.m. on Thursday, May 4, 2000 in the
John D. Hershner Room, 1700 Lincoln Street, Denver, Colorado to:
1. Elect directors;
2. Consider and act upon a proposal to approve the elimination of Newmont
Mining Corporation as a holding company as described in the accompanying
Proxy Statement;
3. Consider and act upon a proposal to approve the Newmont Mining
Corporation 2000 Non-Employee Directors Stock Plan;
4. Consider and act upon a stockholder proposal set forth in the
accompanying Proxy Statement, if introduced at the meeting; and
5. Transact such other business that may properly come before the meeting.
All stockholders are cordially invited to attend the meeting in person. 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.
Or, you can vote electronically over the telephone or the Internet as
described on the accompanying proxy card. If your shares are registered in the
name of a bank or brokerage firm, telephone or Internet voting will be
available to you only if offered by your bank or broker and such procedures
are described on the voting form sent to you.
By Order of the Board of Directors
/s/ TIMOTHY J. SCHMITT
Timothy J. Schmitt
Secretary
March 28, 2000
YOUR VOTE IS IMPORTANT
Stockholders are urged to vote by using the convenience of telephone or
Internet voting, if available, or by signing, dating and returning the
enclosed Proxy in the accompanying envelope to which no postage need to be
affixed if mailed in the United States.
<PAGE>
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 2, 2000 are entitled to vote at the Annual Meeting
of Stockholders. As of March 2, 2000, there were 167,789,621 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. The elimination of Newmont Mining as a holding
company (Proposal No. 2) requires the approval of the holders of a majority of
the outstanding shares of the Corporation's common stock. 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 28, 2000. In addition to solicitation by mail,
solicitation of proxies may be made by certain officers and regular employees
of the Corporation by mail, telephone 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.
Participants in the Newmont Gold Company Retirement Savings Plan (Non-
Union) and Newmont Gold Company Retirement Savings Plan for Hourly-Rated
Employees. Newmont Gold Company ("Newmont Gold") is a wholly owned subsidiary
of the Corporation. If you are a participant in the Newmont Gold Savings Plan
(Non-Union) or Newmont Gold Retirement Savings Plan for Hourly-Rated Employees
(the "Retirement Savings Plans") and hold the Corporation's common stock in
the Retirement Savings Plans, shares of the Corporation's common stock which
are held for you under the Retirement Savings Plans, as applicable, may be
voted through the proxy card accompanying this mailing. The Retirement Savings
Plans are administered by The Vanguard Group, as Trustee. The Trustee, as the
stockholder of record of the common stock held in the Retirement Savings
Plans, will vote the shares held for you in accordance with the
<PAGE>
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 under
the Retirement Savings Plans are not returned duly signed and dated, the
Administration Committees of the Retirement Saving plans shall instruct the
Trustee with respect to how to vote any such shares for which instructions are
not 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 2001 Annual Meeting of Stockholders, stockholder proposals
must be received by the Corporation on or before December 1, 2000. Proposals
should be sent to the attention of the Secretary of the Corporation at 1700
Lincoln Street, Denver, Colorado 80203.
Summary Term Sheet
The following is a summary of the most important terms of the proposed
merger of Newmont Mining into Newmont Gold. The proposed merger is described
more extensively in Proposal No. 2 on page 16. In addition, you should read
this entire Proxy Statement since this summary may not contain all the
information that is important to you.
. The purpose of the merger is to simplify Newmont Mining's corporate
structure by eliminating the current holding company structure.
. Newmont Mining would merge into its wholly owned subsidiary, Newmont Gold
(and, as the surviving corporation after the merger, the "Surviving
Company"). Currently, Newmont Mining's only asset is the stock of Newmont
Gold.
. After the merger, the Surviving Company will be owned directly by you,
the current stockholders of Newmont Mining. The Surviving Company will
become a publicly held company and will change its name to "Newmont
Mining Corporation".
. In the merger, you will receive one share of the Surviving Company's
common stock for each share of your Newmont Mining common stock. You do
not need to exchange your share certificates because the conversion will
be automatic.
. The Surviving Company's common stock that you will receive will have the
same rights and privileges as the Newmont Mining common stock that you
currently own.
. Both the certificate of incorporation and bylaws of the Surviving Company
will be substantially identical to Newmont Mining's certificate of
incorporation and bylaws.
. The merger will not result in any change in the business, operations or
policies of Newmont Mining. The Surviving Company will have the same
directors as Newmont Mining at the time of the merger. It will also have
the same officers as Newmont Gold had prior to the merger, which includes
all the officers of Newmont Mining at the time of the merger.
. For federal tax purposes the merger will be a tax-free reorganization and
you will not recognize any gain or loss after your shares in Newmont
Mining are converted into Surviving Company shares. You should check with
your own tax expert about state tax consequences.
. In the merger, the Surviving Company will assume all of Newmont Mining's
benefit plans for employees and directors and each outstanding Newmont
Mining stock option will be converted into an identical option for
Surviving Company stock.
2
<PAGE>
. Completion of the merger is subject to a number of conditions, including
the holders of at least a majority of the outstanding shares of common
stock of Newmont Mining voting in favor of the merger.
. The Surviving Company expects its common stock to be listed on the New
York, Paris, Brussels and Swiss stock exchanges, as is Newmont Mining's
common stock, with the same ticker symbol ("NEM") as Newmont Mining's
common stock.
. The merger is expected to be effective by the end of the second quarter
of 2000.
. Newmont Mining's Board of Directors believes that the merger is in the
best interests of the stockholders and Newmont Mining, and it unanimously
recommends that you approve and adopt the merger.
Proposal No. 1--Election of Directors
Nominees. Each of the 13 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 successor is elected and qualifies. Unless authority is withheld, the
proxies will be voted for the election of such nominees. Except for Mr.
Calarco, who was elected to the Board of Directors at a Regular Meeting of the
Board of Directors held on March 15, 2000 and Mr. Murdy, who was elected to
the Board of Directors at a Regular Meeting of the Board of Directors held on
September 15, 1999, 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.
The following table contains a summary of the background and principal
occupations of the nominees:
<TABLE>
<CAPTION>
Director
Nominee Since
- -------------------------------------------------------------------------------
<S> <C>
Vincent A. Calarco (57)............................................... 2000
President and Chief Executive Officer of CK Witco Corporation, a
specialty chemical company, since September 1999; Chairman thereof
since November 1999. President and Chief Executive Officer of
Crompton & Knowles Corporation, a specialty chemical company, from
1985 to September 1999; Chairman thereof from 1986 to September
1999.
Director of Rhodia, S. A., Trustee of Polytechnic University of New
York and Trustee of the National Foundation for the History of
Chemistry.
- -------------------------------------------------------------------------------
Ronald C. Cambre (61)................................................. 1993
Chairman of Newmont Mining since January 1995, President thereof from
June 1994 to July 1999, Chief Executive Officer thereof since
November 1993.
Director of Cleveland-Cliffs Inc. and W.R. Grace & Co.
- -------------------------------------------------------------------------------
James T. Curry, Jr. (63).............................................. 1997
Retired Chief Executive Officer of the Minerals Division and retired
director of Broken Hill Proprietary Ltd., a natural resources
company.
Director of SRI International.
- -------------------------------------------------------------------------------
Joseph P. Flannery (67)............................................... 1982
Chairman, President and Chief Executive Officer of Uniroyal Holding,
Inc., a holding company.
Director of Arvin Industries, Inc., Ingersoll-Rand Company, K-Mart
Corporation
and The Scotts Company.
- -------------------------------------------------------------------------------
Leo I. Higdon, Jr. (53)............................................... 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.
Director of Bestfoods, CK Witco Corporation and Eaton Vance Corp.
- -------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
- -------------------------------------------------------------------------------
<S> <C>
Robert J. Miller (54)................................................. 1999
Partner of Jones Vargas, a law firm, since January 1999; Governor of
the State of Nevada from 1989 to January 1999.
Director of American Cancer Society Foundation, Paging Network, Inc.
and Zenith
Insurance Company.
- -------------------------------------------------------------------------------
Wayne W. Murdy (55)................................................... 1999
President of Newmont Mining since July 1999, Executive Vice President
thereof from July 1996 to July 1999, Chief Financial Officer thereof
from December 1992 to July 1999 and Senior Vice President thereof
from December 1992 to July 1996.
- -------------------------------------------------------------------------------
Robin A. Plumbridge (64).............................................. 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 Standard Bank Investment Corporation.
- -------------------------------------------------------------------------------
Robert H. Quenon (71)................................................. 1999
Mining consultant; Chairman of the Federal Reserve Bank of St. Louis
from January 1993 to December 1995.
Director of Laclede Steel Company and Ameren Corporation. Director of
Newmont Gold Company from 1988 to October 1998.
- -------------------------------------------------------------------------------
Moeen A. Qureshi (69)................................................. 1994
Chairman of Emerging Markets Partnership, a private investment man-
agement company.
Director of AIG Global Trade and Political Risk Insurance Co.
- -------------------------------------------------------------------------------
Michael K. Reilly (67)................................................ 1994
Retired Chairman of Zeigler Coal Holding Company, a coal producer.
- -------------------------------------------------------------------------------
James V. Taranik (59)................................................. 1999
President Emeritus of Desert Research Institute, University and Com-
munity College System of Nevada, an environmental research organiza-
tion; Regents Professor and Arthur Brant Chair of Geophysics at the
University of Nevada.
Director of Earth Satellite Corporation. Director of Newmont Gold
Company from 1986 to
October 1998.
- -------------------------------------------------------------------------------
William I. M. Turner, Jr. (71)........................................ 1986
Chairman and Chief Executive Officer of EXSULTATE INC., a holding
company.
Director of Proudfoot PLC, Schroders PLC and the World Economic Fo-
rum.
- -------------------------------------------------------------------------------
</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.
4
<PAGE>
STOCK OWNERSHIP. As of March 2, 2000, all directors and executive officers
of the Corporation as a group beneficially owned 2,530,240 shares of the
Corporation's common stock, constituting in the aggregate less than 2% 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.
The following table sets forth the number of shares of common stock of the
Corporation beneficially owned by the Corporation's directors and executive
officers as of March 2, 2000:
<TABLE>
<CAPTION>
NAME OF SHARES RESTRICTED OPTION
BENEFICIAL OWNER OWNED STOCK(/2/) SHARES(/3/) TOTAL
- ---------------- ------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Vincent A. Calarco............... --0-- --0-- --0-- --0--
Ronald C. Cambre................. 26,674(/1/) --0-- 844,721 871,395
James T. Curry, Jr............... 3,669 --0-- --0-- 3,669
John A. S. Dow................... 6,589(/1/) 7,461 181,816 195,866
Joseph P. Flannery............... 6,960 --0-- --0-- 6,960
David H. Francisco............... 4,305(/1/) 7,192 186,500 197,997
Leo I. Higdon, Jr................ 3,574 --0-- --0-- 3,574
Lawrence T. Kurlander............ 15,872(/1/) 11,075 214,041 240,988
Robert J. Miller................. 1,012 --0-- --0-- 1,012
Wayne W. Murdy................... 20,899(/1/) 11,096 254,023 286,018
Robin A. Plumbridge.............. 6,709 --0-- --0-- 6,709
Robert H. Quenon................. 9,896 --0-- --0-- 9,896
Moeen A. Qureshi................. 4,215 --0-- --0-- 4,215
Michael K. Reilly................ 19,215 --0-- --0-- 19,215
James V. Taranik................. 4,440 --0-- --0-- 4,440
William I. M. Turner, Jr......... 13,056 --0-- --0-- 13,056
All directors and executive offi-
cers as a group, including those
named above
(23 persons).................... 175,618(/1/) 67,762 2,286,860 2,530,240
</TABLE>
- --------
(/1/Includes)equivalent shares of the Corporation's common stock held by the
Trustee of the Newmont Gold Savings Plan (Non-Union). Participants in such
plan instruct the Trustee as to how the participant's shares should be
voted.
(/2/Restricted)shares awarded under the Corporation's Intermediate Term
Incentive Compensation Plan. These shares can be voted, but are subject to
a vesting schedule, forfeiture risk and other restrictions.
(/3/Shares)that could be purchased by the exercise of stock options as of March
2, 2000, or by May 1, 2000, under the Corporation's employee stock plans.
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>
AMOUNT AND
NAME AND ADDRESS OF TITLE OF NATURE OF PERCENTAGE OF
BENEFICIAL OWNER CLASS BENEFICIAL OWNERSHIP CLASS
------------------- ------------ -------------------- -------------
<S> <C> <C> <C>
Capital Research and Management Common Stock 11,700,000(/1/) 7.0%
Company.......................
333 South Hope Street
Los Angeles, CA 90071
FMR Corp....................... Common Stock 15,307,371(/2/) 9.132%
82 Devonshire Street
Boston, MA 02109
T. Rowe Price Associates, Inc. Common Stock 10,065,999(/3/) 6.0%
..............................
100 East Pratt Street
Baltimore, MD 21202
</TABLE>
- --------
(/1/As)of December 31, 1999, Capital Research and Management Company ("CRMC")
beneficially owned 11,700,000 shares of the Corporation's common stock.
CRMC is a registered investment adviser that provides investment advisory
services to various investment companies. CRMC reported that it has sole
power to dispose of all such shares, but no power to vote the shares. It
disclaimed beneficial ownership of all reported shares.
(/2/As)of December 31, 1999, FMR Corp. ("FMR") beneficially owned 15,307,371
shares of the Corporation's common stock. FMR is a parent company and its
report also covered interests owned or controlled by its affiliates. FMR
reported sole power to vote 982,536 shares and sole power to dispose of all
such shares. It did not share power to vote any shares.
5
<PAGE>
(/3/As)of December 31, 1999, T. Rowe Price Associates, Inc. ("Price")
beneficially owned 10,065,999 shares of the Corporation's common stock.
Price is a registered investment adviser that provides investment advisory
services to various investment companies. Price reported that it has sole
power to dispose of 10,049,999 shares and sole power to vote 2,087,185
shares. It did not share power to vote or dispose of any shares. It
disclaimed beneficial ownership of all reported shares.
Directors' Fees, Committees and Meetings. Directors who are neither
officers nor employees of the Corporation, or any of its subsidiaries, are
entitled to receive $25,000 per annum for serving as 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, or any of its subsidiaries, is entitled to receive an attendance
fee of $750 per meeting of a committee of which he is a member and $1,000 per
meeting in the case of the Chairman of the committee.
In addition, pursuant to the Corporation's Directors' Stock Award Plan,
directors who are neither officers nor employees of the Corporation, or any of
its subsidiaries, receive the equivalent of $25,000 of shares of common stock
of the Corporation annually on the date of their election or re-election at
the Corporation's Annual Meeting of Stockholders. If a person who is neither
an officer nor employee of the Corporation, or any of its subsidiaries,
becomes a director in any year after the Corporation's Annual Meeting of
Stockholders held in such year, such person will receive the equivalent of
$25,000 of shares of common stock of the Corporation on the effective date of
such person's election as a director of the Corporation. 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 director ceases to be a director by reason of
death or disability, or (iii) the later of (a) the date the director 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.
In addition to the standard compensation arrangement described above,
Robert J. Miller also received compensation pursuant to a Consulting Agreement
entered into between Newmont International Services Limited, a wholly owned
subsidiary of Newmont Gold ("Newmont International"), and Mr. Miller. The
Consulting Agreement provides that Mr. Miller advise Newmont International on
federal governmental affairs issues relating to Newmont International's
interests and mining operations (and those of its affiliates) within the
United States and consult with members of Congress, various governmental
agencies and Administration as requested by Newmont International from time to
time. For these services, Mr. Miller received a fee of $10,000 per month
during the term of the Consulting Agreement (April 1 - December 31, 1999).
The Corporation's retirement policy for directors provides that no director
may stand for reelection to the Board of Directors after reaching age 72. All
employee directors retire from the Board of Directors when they retire from
employment with the Corporation. The Board of Directors at its discretion may
in unusual circumstances, and for a limited period, ask a member of the Board
of Directors to stand for reelection after the prescribed retirement date.
On retirement from the Board of Directors at any time after attaining age
65, a director who was serving on the Board of Directors on January 27, 1999
and who is not entitled to a pension under the Corporation's Pension Plan
(i.e., a director who has not been an officer or employee of the Corporation
or any of its 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 $25,000 and an amount equal to the per annum fee paid to him
in his capacity as a director during his final year of service on the Board of
Directors of the Corporation, in each case, for life.
During 1999, the Board of Directors held six meetings and each incumbent
director attended at least 75% of all meetings of the Board of Directors and
committees of the Board of Directors on which he served for the period during
which he was a member, except Mr. Higdon who attended 67% of such meetings.
6
<PAGE>
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 or any of its
subsidiaries. The members of these committees are:
<TABLE>
<CAPTION>
AUDIT COMPENSATION NOMINATING
----- ------------ ----------
<S> <C> <C>
James T. Curry, Jr. Joseph P. Flannery(/1/) Joseph P. Flannery
Robin A.
Plumbridge(/1/) Robin A. Plumbridge Leo I. Higdon, Jr.(/1/)
Robert H. Quenon Michael K. Reilly Robert J. Miller
James V. Taranik William I. M. Turner, Jr. Moeen A. Qureshi
</TABLE>
- --------
(1) Chairman
AUDIT COMMITTEE. The Audit Committee, consisting entirely of independent
directors, 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 Vice
President and Controller and Vice President, Internal Audit. During 1999, the
Audit Committee held three meetings.
COMPENSATION COMMITTEE. The Corporation's Compensation Committee, consisting
entirely of independent directors, is responsible to the Board of Directors and
by extension to the stockholders of the Corporation for approving and
administering the policies which govern annual compensation and incentive
programs for the Corporation's executive officers and other key employees.
During 1999, the Compensation Committee held six 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 Meeting
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 1999, the Nominating Committee, consisting entirely of
independent directors, 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.
7
<PAGE>
Executive Compensation
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 four most highly compensated executive officers,
other than the Chief Executive Officer, for services rendered in all
capacities to the Corporation and its subsidiaries in 1999, 1998 and 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
------------------------ ------------------------------ --------
Restricted Securities
Name and Stock Underlying LTIP All Other
Principal Position Year Salary Bonus(/1/) Awards Options(#) Payouts Compensation(/2/)
------------------ ---- -------- ---------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre........ 1999 $727,500(/3/) $1,196,388 $ -0- 500,000 $ -0- $ 9,600
Chairman and Chief 1998 $662,000(/3/) $ 678,163 $ -0- 200,000 $ -0- $ 9,600
Executive Officer 1997 $628,333(/3/) $1,015,917 $ -0- 500,000 $ -0- $ 9,000
Wayne W. Murdy.......... 1999 $372,450(/3/) $ 286,787 $176,276(/5/) 350,000 $176,316 $12,000
President 1998 $311,550 $ 179,340 $ 83,019(/6/) 60,000 $ 83,037 $12,000
1997 $301,666 $ 316,750 $ 66,573(/6/) 21,000 $ 66,620 $ 9,000
David H. Francisco...... 1999 $262,443 $ 209,476 $117,098(/5/) 275,000 $117,132 $12,000
Executive Vice
President, 1998 $209,040 $ 118,299 $ 55,697(/6/) 50,000 $ 55,721 $12,000
Operations 1997 $198,125 $ 188,834 $ 33,809(/6/) 16,000 $ 33,898 $ 8,000
Lawrence T. Kurlander... 1999 $278,383 $ 192,340 $124,222(/5/) 225,000 $124,235 $12,000
Senior Vice President
and 1998 $266,325 $ 235,645(/4/) $170,983(/6/)(/7/) 64,000 $ 70,992 $12,000
Chief Administrative
Officer 1997 $257,500 $ 270,375 $ 56,768(/6/) 20,000 $ 56,812 $ 9,000
John A. S. Dow.......... 1999 $253,003 $ 174,819 $112,885(/5/) 275,000 $112,921 $32,897(/8/)
Executive Vice
President, 1998 $227,130 $ 113,777 $ 60,518(/6/) 50,000 $ 60,542 $12,000
Exploration 1997 $218,000 $ 237,300 $ 50,794(/6/) 20,000 $ 50,845 $ 9,000
</TABLE>
- --------
(/1/Amounts)shown represent bonuses earned and received under the
Corporation's Annual Incentive Compensation Plan. All amounts were paid in
cash.
(/2/Contributions)and credits to the Corporation's Retirement Savings Plan and
non-qualified supplemental Savings Equalization Plan.
(/3/Includes)director's fees paid to Mr. Cambre of $7,500, $12,000 and $20,000
in 1999, 1998 and 1997, respectively; and to Mr. Murdy of $1,000 in 1999.
(/4/In)addition to a $135,645 bonus paid to Mr. Kurlander under the
Corporation's Annual Incentive Compensation Plan for 1998, he also
received a special $100,000 cash bonus in recognition of his contributions
to the successful outcome of the share ownership dispute with respect to
the Corporation's investment in Minera Yanacocha S.A.
(/5/Value)of restricted shares of the Corporation's common stock awarded under
the Corporation's Intermediate Term Incentive Compensation Plan for 1999.
Dividends are payable on the shares awarded. These shares vest over a two-
year period and were issued in January 2000 in the following amounts:
<TABLE>
<CAPTION>
#
-----
<S> <C>
Wayne W. Murdy...................................................... 7,572
David H. Francisco.................................................. 5,030
Lawrence T. Kurlander............................................... 5,336
John A. S. Dow...................................................... 4,849
</TABLE>
The number of restricted shares of the Corporation's common stock held by
the named executive officers and the value of such shares on December 31,
1999 were, as follows:
<TABLE>
<CAPTION>
# $
------ -------
<S> <C> <C>
Ronald C. Cambre........................................... -0- -0-
Wayne W. Murdy............................................. 6,621 162,215
David H. Francisco......................................... 4,107 100,622
Lawrence T. Kurlander...................................... 10,180 249,410
John A. S. Dow............................................. 5,223 127,964
</TABLE>
8
<PAGE>
(/6/Value)of restricted shares of the Corporation's common stock awarded under
the Corporation's Intermediate Term Incentive Compensation Plan for 1998
and 1997. Dividends are payable on the shares awarded. These shares vest
over a two-year period and were issued in January 1999 and March 1998,
respectively, in the following amounts:
<TABLE>
<CAPTION>
1998 1997
----- -----
<S> <C> <C>
Wayne W. Murdy................................................ 4,564 2,484
David H. Francisco............................................ 3,062 1,262
Lawrence T. Kurlander......................................... 3,901 2,118
John A. S. Dow................................................ 3,327 1,896
</TABLE>
(/7/In)addition to 3,901 restricted shares of the Corporation's common stock
having a value of $70,992 awarded to Mr. Kurlander under the Corporation's
Intermediate Term Incentive Compensation Plan for 1998, he was also given a
special award of 5,458 restricted shares of the Corporation's common stock
having a value of $99,991 in July 1998 on substantially the same terms as
the shares awarded under the Corporation's Intermediate Term Incentive
Compensation Plan. Such special award was in recognition of his
contributions to the successful outcome of the share ownership dispute with
respect to the Corporation's investment in Minera Yanacocha S.A.
(/8/)Includes $20,897 paid by the Corporation to Mr. Dow pursuant to an
Agreement dated August 20, 1999. The amount reimburses Mr. Dow for premiums
paid in 1999 for term life insurance for himself and his spouse and for
taxes arising as a result of such payment. The insurance is designed to
address certain estate planning complications related to Mr. Dow's status
as a non-U.S. citizen residing in the U.S.
STOCK OPTIONS. The following table contains information concerning the grant
of stock options in 1999 under the Corporation's Employees Stock Plans with
respect to the named executive officers:
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS PARTICIPANTS PRICE EXPIRATION PRESENT
NAME GRANTED(#)(/1/) IN 1999 ($/SHARE) DATE VALUE(/2/)
- ---- --------------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Ronald C. Cambre........ 500,000(/3/) 9.9% $18.19 1/26/09 $5,476,400
Wayne W. Murdy.......... 275,000(/3/) 5.4% $18.19 1/26/09 $3,012,020
75,000(/4/) 1.5% $19.85 9/15/09 $ 821,460
David H. Francisco...... 225,000(/3/) 4.4% $18.19 1/26/09 $2,464,380
50,000(/4/) 1.0% $19.85 9/15/09 $ 597,485
Lawrence T. Kurlander... 225,000(/3/) 4.4% $18.19 1/26/09 $2,464,380
John A. S. Dow.......... 225,000(/3/) 4.4% $18.19 1/26/09 $2,464,380
50,000(/4/) 1.0% $19.85 9/15/09 $ 597,485
</TABLE>
- --------
(/1/The)exercise price for each grant is equal to 100% of the fair market value
of the Corporation's common stock on the grant date.
(/2/In)accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the Grant Date Present
Value of the options set forth in this table. The Corporation's use of this
model should not be construed as an endorsement of its accuracy at valuing
options. The following assumptions were made for purposes of calculating
the Grant Date Present Value: (i) an option life of eight years, (ii)
volatility at 52%, (iii) a dividend yield at 0.6% and (iv) an interest rate
of 6.4%. The real value of the options in this table depends upon the
actual performance of the Corporation's common stock during the applicable
period.
(/3/Granted)on January 26, 1999 and exercisable in two annual increments of 50%
each commencing January 26, 2000.
(/4/Granted)on September 15, 1999 and exercisable in four annual increments of
25% each commencing September 15, 2000.
9
<PAGE>
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
concerning the exercise of options in 1999 and unexercised options held at the
end of 1999 with respect to the named executive officers:
AGGREGATED OPTION EXERCISES IN 1999
AND 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 1999 IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END(#) AT 1999 YEAR-END(/1/)
ON VALUE ------------------------- ------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre........ -0- $-0- 569,721 957,317 $35,125 $3,260,375
Wayne W. Murdy.......... -0- $-0- 106,523 445,432 $14,050 $2,126,150
David H. Francisco...... -0- $-0- 69,000 318,000 $14,050 $1,694,400
Lawrence T. Kurlander... -0- $-0- 94,041 324,182 $14,050 $1,461,900
John A. S. Dow.......... -0- $-0- 64,316 320,000 $14,050 $1,694,400
</TABLE>
- --------
(/1/)Market value of underlying securities at year end ($24.50) less the
exercise price of "in-the-money" options.
PENSION PLANS. The following table shows the estimated pension benefits
payable to a covered participant at normal retirement age (62 years) under the
Corporation'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 or its
subsidiaries.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
REMUNERATION 5 10 15 20 25 30
- ------------ -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 500,000............. $ 43,750 $ 87,500 $131,250 $175,000 $218,750 $ 262,500
$ 600,000............. $ 52,500 $105,000 $157,500 $210,000 $262,500 $ 315,000
$ 700,000............. $ 61,250 $122,500 $183,750 $245,000 $306,250 $ 367,500
$ 800,000............. $ 70,000 $140,000 $210,000 $280,000 $350,000 $ 420,000
$ 900,000............. $ 78,750 $157,500 $236,250 $315,000 $393,750 $ 472,500
$1,000,000............. $ 87,500 $175,000 $262,500 $350,000 $437,500 $ 525,000
$1,100,000............. $ 96,250 $192,500 $288,750 $385,000 $481,250 $ 577,500
$1,200,000............. $105,000 $210,000 $315,000 $420,000 $525,000 $ 630,000
$1,300,000............. $113,750 $227,500 $341,250 $455,000 $568,750 $ 682,500
$1,400,000............. $122,500 $245,000 $367,500 $490,000 $612,500 $ 735,000
$1,500,000............. $131,250 $262,500 $393,750 $525,000 $656,250 $ 787,500
$1,600,000............. $140,000 $280,000 $420,000 $560,000 $700,000 $ 840,000
$1,700,000............. $148,750 $297,500 $446,250 $595,000 $743,750 $ 892,500
$1,800,000............. $157,500 $315,000 $472,500 $630,000 $787,500 $ 945,000
$1,900,000............. $166,250 $332,500 $498,750 $665,000 $831,250 $ 997,500
$2,000,000............. $175,000 $350,000 $525,000 $700,000 $875,000 $1,050,000
</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 or its subsidiaries. The approximate years of actual credited
service as of the end of 1999 for each named executive officer is: Mr. Cambre--
six years (see "Executive Agreements" below); Mr. Murdy--seven years; Mr.
Francisco--four years; Mr. Kurlander--six years (see "Executive Agreements"
below); and Mr. Dow--21 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.
10
<PAGE>
OFFICERS' DEATH BENEFIT PLAN AND GROUP LIFE INSURANCE PROGRAM. The
Corporation has an Officers' Death Benefit Plan for the benefit of the named
executive officers and other executive officers of the Corporation and certain
of its 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 and certain of its 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 Board of
Directors of the Corporation 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. In addition,
the agreement provides that upon his retirement from the Corporation, or any of
its subsidiaries, under the Corporation's Pension Plan he will receive
approximately an additional one-half year of "credited" service for each actual
year of his service with the Corporation, or any of its subsidiaries, in
computing his pension benefits. Mr. Cambre's agreement is effective until his
62nd birthday, unless terminated earlier or extended 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 the
Corporation's Severance Pay Plan) plus certain other severance benefits.
Any benefits to which Messrs. Cambre and Murdy may be entitled from the
Corporation's Severance Pay Plan (as described below) reduce the benefits due
under these arrangements.
Mr. Kurlander's agreement with Newmont Gold provides that upon his
retirement from the Corporation, or any of its subsidiaries, under the
Corporation's Pension Plan he will receive an additional one-half year of
"credited" service for each actual year of his service with the Corporation, or
any of its subsidiaries, in computing his pension benefits.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS. The Corporation has entered into
change of control employment agreements with each of the named executives
officers and with certain other executive officers. The change of control
employment agreements have three-year terms, which terms are automatically
extended for one year upon each anniversary unless a notice not to extend is
given by the Corporation. If a Change of Control (as defined in the agreements)
occurs during the term of an agreement, then the agreement becomes operative
for a fixed three-year period. The agreements provide generally that the
executive's terms and conditions of employment (including position, location,
compensation and benefits) will not be adversely changed during the three-year
period after a Change of Control of the Corporation. If the Corporation
terminates the executive's employment (other than for cause, death or
disability), the executive terminates for "good reason" during such three-year
period, or the executive terminates employment for any reason during the 30-day
period following the first anniversary of the Change of Control, and upon
certain terminations prior to a Change of Control in connection with or in
anticipation of a Change of Control, the executive is generally entitled to
receive (i) three times the sum of (a) the executive's annual base salary plus
(b) the executive's annual bonus (as determined in the agreements), (ii)
accrued but unpaid compensation, (iii) welfare benefits for three years, (iv) a
pro rata bonus for the year in which the termination of employment occurs and
(v) a lump sum payment having an actuarial value equal to the additional
pension benefits the executive would have received if he or she had continued
to be employed by the Corporation for an additional three years. In addition,
the agreements provide that the executive is entitled to receive a payment in
an amount sufficient to make the executive whole for any
11
<PAGE>
excise tax on excess parachute payments imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended. In the event of a Change of Control,
the agreements will supercede any individual employment agreements entered into
by the Corporation with the executives, and the executive will not be permitted
to participate in the Corporation's severance plans or policies, including the
Severance Pay Plan described below, during the three-year period following a
Change of Control.
SEVERANCE PAY PLAN. Each of the named executive officers participates in the
Corporation'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 or one of its subsidiaries or affiliates on and after August 1,
1991, or (b) whose employment with the Corporation or one of its subsidiaries
or affiliates is involuntarily terminated other than for "cause" (as defined
below) within 24 months after a change of 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 the Corporation's matching contribution that would have been made
under the Corporation's Retirement Savings Plans 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 the Corporation'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 or its subsidiaries,
(ii) conviction of a felony, (iii) obtaining personal benefit from any
transaction between the Corporation or its subsidiaries and a third party
without the prior approval of such benefit by the Board of Directors of the
Corporation, (iv) obtaining a personal profit from the sale of the
Corporation's or its subsidiaries' trade secrets, (v) poor job performance or
(vi) conduct below reasonably expected standards.
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 or any of its
subsidiaries. The Compensation Committee is responsible to the Board of
Directors and by extension to the stockholders of the Corporation for approving
and administering the policies which govern annual compensation and incentive
programs for the Corporation's executive officers and other key employees.
There are four elements to the Corporation's executive compensation
program--base salaries, annual incentives, intermediate term incentives and
stock options. The Committee has 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.
12
<PAGE>
BASE SALARIES. The base salaries for the Corporation's executive officers,
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 subscribes to and
participates in surveys of executive level compensation. One of the surveys in
which the Corporation participates is devoted exclusively to the gold mining
industry and includes information about 14 companies based in North America.
This survey not only includes the companies that comprise the Standard & Poor's
Gold Index shown on the Corporation's Performance Graph below, but also
includes a number of companies which the Committee believes are more
appropriate for comparison with the Corporation for purposes of analyzing
executive compensation. The Corporation participates 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, the Corporation uses such surveys to identify
general trends in executive compensation. Based on a review of such survey
information, the Committee believes that the base salaries of the Corporation'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 Committee determined that his performance in 1999 merited an
increase of 11.1%, effective January 2000. His new base salary is consistent
with the Corporation's philosophy that salaries be at approximately the median
for comparable positions.
ANNUAL INCENTIVES. Annual incentive awards are made pursuant to the
Corporation'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 were paid in cash and were based upon the attainment of (i)
gold production goals, (ii) cost of gold production goals and (iii) certain
start-up, production, capital cost and operating cost goals at the
Corporation's Batu Hijau project in Indonesia. All of these goals were
established by the Committee. At year end, actual results are compared with the
previously established goals to determine a "unit performance percentage." Unit
performance bonuses are incrementally increased in accordance with
incrementally higher performance percentages (with the maximum payout
percentage being 200% of target). In 1999, the Corporation achieved a
consolidated unit performance percentage of 125.5%. In addition, the Committee
designated a certain earnings per share target to be used in determining the
consolidated payout percentages. Based upon 1999 actual earnings per share
approved by the Committee the consolidated payout percentage was 149.5% of
target.
Personal performance bonuses are based upon an evaluation of a participant's
personal contribution to the Corporation. In 1999, 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 results realized by the Corporation
during 1999. The Committee 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 1999 AICP bonus of $1,196,388 was equal to 166% of his
1999 base salary. Mr. Cambre's unit performance bonus of $721,188 (60% of such
total award) was based on a consolidated payout percentage of 149.5%, as
described above. His personal performance bonus of $475,200 (40% of such total
award) was based on Mr. Cambre's personal performance evaluation. In making
this determination, the Committee considered Mr. Cambre's vision and leadership
which enabled the Corporation to achieve the following positive results in
1999:
. Produced 4,175,000 equity ounces of gold, a 3% increase from 1998--both
1999 and 1998 production levels were records;
. Reduced total costs per equity ounce of gold produced to $175 from $183
in 1998, a 4% reduction. This was the lowest level achieved by the
Corporation in the past 11 years;
13
<PAGE>
. Increased cash flow from operations by 8% to $402 million from $373.5
million in 1998, despite a $25 per ounce drop in the realized price of
gold to $285 from $310 in 1998;
. Reduced debt by $50.2 million, excluding a $137.2 million prepaid forward
gold sale;
. Increased proven and probable gold reserves on a net of depletion basis
by 7.5% to 56.6 million ounces from 52.6 million ounces in 1998, despite
a reduction in the price of gold used to value such reserves to $325 per
ounce from $350 per ounce used in 1998; and
. Brought the Batu Hijau project in Indonesia into production ahead of
schedule and under budget.
INTERMEDIATE TERM INCENTIVES. In 1997, the Corporation established the
Intermediate Term Incentive Compensation Plan ("ITIP") to provide incentive
compensation to the named executive officers (excluding Mr. Cambre) and to
other participants at specified salary levels. 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 Committee.
Such goals relate to gold production, cost of production, proven and probable
gold reserves and earnings per share. The Corporation must achieve 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 1999, the payout percentage was 119% of target, based
on 1999, 1998 and 1997 results. Bonuses are paid one-half in cash and one-half
in the form of restricted shares of common stock of the Corporation. Such
shares vest over two years. During such period, a recipient has the right to
vote such vested 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
date on which such shares were awarded. Participants in the ITIP are assigned
target awards as a percentage of their base salary. For 1999, these target
percentages ranged from 20% to 85%. Actual payouts for 1999 exceeded these
percentages since 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. The awarding of stock options promotes the
creation of stockholder value since the benefits cannot be realized unless
stock price appreciation occurs. The Committee believes that the number of
stock options awarded should be sufficient in amount to provide a strong
incentive to increase stockholder value, with the number of options increasing
in proportion to the relative potential influence of the recipient on overall
performance of the Corporation. In addition, the Committee believes that option
awards are intended to reward recipients making a long-term commitment to the
Corporation.
In January 1999, the executive officers of the Corporation were granted
special stock options. These awards were made in recognition of (i) the need to
retain these key individuals in the current difficult environment in which the
Corporation operates, (ii) the structural realignment that has occurred in the
gold industry, (iii) the Corporation's compensation position relative to its
peers and (iv) a desire to reward and motivate these key individuals. In
September 1999, Messrs. Murdy, Francisco, Dow and one other executive officer
were granted additional special stock options in connection with their election
to their current positions and the assignment of additional duties and
responsibilities. The recipients of these January and September 1999 awards
will not be eligible to receive normal semi-annual options until January 2001.
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 Committee believes 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 the AICP could
constitute non-deductible compensation expenses. Altering the AICP to assure
full deductibility of compensation, however, could inhibit the Committee's
ability to adjust performance criteria as it deems appropriate. The Committee
believes that the ITIP complies with the exceptions to this limitation. Because
the Committee does not currently anticipate any significant increase in tax
liability to the Corporation as a result of the Section 162 amendments, the
Committee has not altered its approach to setting incentive compensation in
response to such
14
<PAGE>
amendments. Should the compensation levels of the Chief Executive Officer or
any of the other named executive officers materially affect the Corporation's
tax position in the future, the Committee will consider establishing
performance criteria that will allow the Corporation to avail itself of all
appropriate tax deductions.
SUMMARY. The Committee believes 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 represent 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 the Corporation in
achieving over time above average long-term returns on investment.
Submitted by the Compensation Committee of the Board of Directors:
Joseph P. Flannery, Chairman Michael K. Reilly
Robin A. Plumbridge William I. M. Turner, Jr.
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
The following graph assumes a $100 investment on December 31, 1994 in each
of the Corporation's common stock, the S&P Gold Index and the S&P 500 Index.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
CUMULATIVE VALUE OF A $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS
NEWMONT S&P GOLD S&P 500
MINING INDEX INDEX
<S> <C> <C> <C>
1994 $ 100 $ 100 $ 100
1995 $ 128 $ 113 $ 138
1996 $ 127 $ 112 $ 169
1997 $ 84 $ 73 $ 226
1998 $ 53 $ 64 $ 290
1999 $ 72 $ 62 $ 351
</TABLE>
- --------
* Barrick Gold Corporation, Homestake Mining Company, Newmont Mining
Corporation and Placer Dome, Inc.
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PROPOSAL NO. 2--ELIMINATE HOLDING COMPANY
BACKGROUND AND PURPOSE. The Corporation was incorporated in 1921 under the
laws of Delaware. It is engaged, through Newmont Gold and its subsidiaries and
affiliates, in the production of gold, the exploration for gold and the
acquisition and development of gold properties worldwide. The Corporation
produces gold from operations in Nevada, California, Peru, Indonesia, Mexico
and the Central Asian Republic of Uzbekistan. In late 1999, it began production
from a copper/gold deposit at a second project in Indonesia. The principal
executive offices of the Corporation and Newmont Gold are located at 1700
Lincoln Street, Denver, Colorado 80203, telephone number (303) 863-7414.
In recent years, the Corporation and Newmont Gold from time to time have
engaged in a number of transactions to simplify their corporate structure. In
October 1998, NGC Acquisition Co. ("Acquisition Co."), a wholly owned
subsidiary of the Corporation, merged with and into Newmont Gold, with Newmont
Gold being the surviving corporation of the merger. Under the terms of the
merger, each share of Newmont Gold common stock was converted into the right to
receive 1.025 shares of the Corporation's common stock, together with related
share purchase rights. Prior to the merger, the Corporation owned, through
Acquisition Co., 93.75% of the outstanding shares of Newmont Gold, and as a
result of the merger, Newmont Gold became a wholly owned subsidiary of the
Corporation.
Today, all of the Corporation's business is conducted through, and assets
and liabilities are held by, Newmont Gold. Management believes that the holding
company structure has served its purpose and that the continued existence of
the holding company complicates the corporate organization and adds to overhead
expense. The Corporation now proposes to merge into Newmont Gold, with such
merger to be completed by the end of the second quarter of 2000.
As a result of the merger, the holding company will no longer exist and the
Surviving Company will be owned directly by the current stockholders of the
Corporation. After the merger the Surviving Company will become a publicly held
company and will change its name to "Newmont Mining Corporation" and will be a
Delaware corporation. The Surviving Company will have the same consolidated
assets, liabilities and stockholders' equity as the Corporation.
The merger will not affect the ultimate responsibility of corporate
management for profitable growth and the creation of maximum stockholder value.
The Board of Directors believes that the proposed merger is in the best
interests of the Corporation and its stockholders.
MERGER PROCEDURE. Pursuant to the provisions of Section 253 of the Delaware
General Corporation Law, the Board of Directors of the Corporation adopted a
resolution approving the merger of the Corporation with and into Newmont Gold
(the "Resolution"). References herein to "Corporation" mean Newmont Mining
Corporation as it exists today. References herein to "Newmont Gold" mean
Newmont Gold Company as it exists today. References herein to "Surviving
Company" mean the surviving corporation after the merger of the Corporation
with and into Newmont Gold.
Subject to the approval of the holders of at least a majority of the
outstanding shares of the Corporation's common stock and the fulfillment or
waiver of certain other conditions described herein, each share of the
Corporation's common stock outstanding immediately prior to the merger will be
converted automatically into one share of the Surviving Company's common stock.
No exchange of stock certificates will be required. As a result of the merger,
the Corporation will be merged into Newmont Gold and the Corporation's
stockholders will become stockholders of the Surviving Company.
STOCK EXCHANGE LISTINGS. The Surviving Company expects its common stock to
be listed on the same stock exchanges where the Corporation's common stock is
currently listed and to trade under the same symbol "NEM". The Corporation's
common stock is currently listed on the New York, Paris, Brussels and Swiss
stock exchanges. The Surviving Company will be a reporting company under the
Securities Exchange Act of 1934.
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Dividend Policy. The Surviving Company intends to follow the Corporation's
current policy of paying quarterly cash dividends. Under that policy, the
determination of the amount of future dividends will be made by the Surviving
Company's Board of Directors from time to time and will depend on the
Surviving Company's future earnings, capital requirements, financial condition
and other relevant factors.
Management. The Surviving Company will have the same directors as the
Corporation at the time of the merger. It will also have the same officers as
Newmont Gold had prior to the merger, which will include all the officers of
the Corporation at the time of the merger. In addition, the certificate of
incorporation and bylaws of the Surviving Company will be substantially
identical to the Corporation's certificate of incorporation and bylaws prior
to the merger.
Stock, Incentive and Other Benefit Plans. The Surviving Company will assume
and continue all of the Corporation's stock and other compensation, benefit
and incentive plans for employees, retirees and directors and will assume all
outstanding stock options and other obligations previously granted or incurred
under such plans. In connection with the merger, each outstanding option of
the Corporation will be converted into an option covering the same number of
shares of Surviving Company common stock, and with the same terms and
conditions as the outstanding Corporation option.
In addition, a vote in favor of the merger will also constitute a vote in
favor of the assumption and continuation by the Surviving Company of all of
the Corporation's stock and other compensation, benefit and incentive plans
approved by the Corporation's stockholders prior to the merger.
Federal Income Tax Consequences. The following is a general discussion of
certain federal income tax consequences of the merger to the Corporation's
stockholders. Although it is not anticipated that state or local income tax
consequences to stockholders will vary substantially from the federal income
tax consequences described below, stockholders are urged to consult their own
tax advisors with respect thereto, as well as with respect to any foreign
taxes applicable to foreign stockholders.
In the opinion of White & Case LLP, tax counsel to the Corporation:
. a stockholder will recognize no gain or loss upon the conversion of the
Corporation's shares into the Surviving Company's shares;
. a stockholder's tax basis in the Surviving Company's shares into which
the Corporation's shares are converted will be the same as the tax basis
of the Corporation's shares; and
. a stockholder's holding period in the Surviving Company's shares into
which the Corporation's shares are converted will include the holding
period of the Corporation's shares, if the stockholder holds the
Corporation's shares as capital assets at the time of the merger.
Conditions to the Merger. The merger is subject to the following
conditions:
. approval of the merger by the holders of at least a majority of the
Corporation's outstanding shares of the Corporation's common stock;
. approval for listing on the New York Stock Exchange of the shares of
Surviving Company common stock issuable in the merger;
. absence of an injunction or pending litigation relating to the merger;
. receipt of all consents, approvals and authorizations required to be
obtained prior to the consummation of the merger from governmental and
regulatory authorities and third parties; and
. receipt of opinions from legal counsel.
Regulatory Approvals. Since this is the merger of a holding company into
its sole wholly owned subsidiary, no federal or state regulatory approvals are
required in connection with the merger.
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AMENDMENT OR TERMINATION OF THE PLAN OF MERGER. The Resolution provides that
the Board of Directors of the Corporation may amend any of the terms of, or
waive any of the conditions to, the merger before the consummation of the
merger and before or after stockholder approval, provided that any such
amendment cannot change the amount or kind of shares to be received by the
stockholders of the Corporation in the merger or otherwise have any adverse
effect on the stockholders of the Corporation.
In addition, the Resolution provides that at any time prior to the
consummation of the merger and before or after stockholder approval, the Board
of Directors of the Corporation may withdraw its approval for the merger and
cause the merger not to be consummated.
NO APPRAISAL RIGHTS. Under the Delaware General Corporation Law, dissenting
stockholders do not have "appraisal rights" when a parent merges into its own
wholly owned subsidiary. Consequently, a person who votes against this proposal
does not have a statutory right to demand payment of the "fair value" of his or
her holdings of the Corporation's common stock.
DESCRIPTION OF CAPITAL STOCK. The following description of capital stock is
a summary of certain provisions of the Corporation's Certificate of
Incorporation, a copy of which is filed as an exhibit to the Corporation's most
recent Annual Report on Form 10-K. The authorized number of shares of each
class of capital stock and the par value thereof per share are as follows: 250
million shares of common stock, $1.60 par value, and 5 million shares of
preferred stock, $5 par value. The terms and provisions of the capital stock of
the Surviving Company will be substantially identical to those of the capital
stock of the Corporation.
Description of Common Stock. An owner of common stock of the Corporation may
receive dividends when declared by the Board of Directors. Subject to the terms
of any outstanding preferred stock, owners of common stock may not receive
dividends until the Corporation has satisfied its obligations to any holders of
such preferred stock. Each share of common stock of the Corporation is entitled
to one vote in the election of directors and on other matters. There is no
cumulative voting.
The common stock is not redeemable or convertible. If the Corporation
liquidates, dissolves or winds-up its business, whether voluntarily or not,
holders of common stock of the Corporation will share equally in the
distribution of all assets remaining after the Corporation pays creditors and
preferred stockholders.
The outstanding shares of the Corporation's common stock are, and the shares
of the Surviving Company to be distributed upon consummation of the merger will
be, validly issued, fully paid and non-assessable.
The transfer agent for the Corporation's common stock is Chase Mellon
Shareholder Services, L.L.C. It will also serve as transfer agent for the
Surviving Company.
Anti-Takeover Provisions. Article NINTH of the Corporation's Certificate of
Incorporation and the Corporation's Stockholder Rights Plan may make it more
difficult for certain corporations, entities or persons to acquire control of
the Corporation (or after the merger Newmont Gold) or to remove management.
Approval of Certain Mergers, Consolidations, Sales and Leases. Article NINTH
of the Corporation's Certificate of Incorporation requires the Corporation to
get the approval of 80% of the Corporation's stockholders who are entitled to
vote in elections of directors for the following types of transactions: (i) a
merger or consolidation between the Corporation and another corporation that
holds 10% of the Corporation's outstanding shares; (ii) the sale or lease of
all or a substantial part of the Corporation's assets to another corporation or
entity that holds 10% of the Corporation's outstanding shares; or (iii) any
sale or lease to the Corporation of assets worth more than $10 million in
exchange for securities of the Corporation by another corporation or entity who
holds 10% of the Corporation's outstanding shares.
However, Article NINTH does not apply to any transaction if (i) the board of
directors of the Corporation has approved the transaction before the other
corporation, person or entity has become a holder of 10% of the
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<PAGE>
Corporation's outstanding shares or (ii) if the Corporation or any of its
subsidiaries owns a majority of the outstanding voting shares of the other
corporation. Article NINTH can only be altered or repealed with the approval of
80% of the Corporation's stockholders.
Stockholder Rights Plan. Each outstanding share of the Corporation's common
stock carries with it one preferred share purchase right. The terms of the
rights are explained in a Rights Agreement, dated as of August 30, 1990,
between the Corporation and The Chase Manhattan Bank, as Rights Agent (the
"Rights Agreement"). The following is a summary of the Rights Agreement, a copy
of which is filed as an exhibit to the Corporation's most recent Annual Report
on Form 10-K.
Before a distribution date (as defined below), the rights are transferred
automatically with the transfer of any outstanding common stock certificates.
On a distribution date, the rights will separate from the common stock.
Generally, after a distribution date, each right allows the registered holder
to purchase directly from the Corporation one five-hundredth of a share of the
Corporation's junior preferred stock. The purchase price for each fraction is
$150, subject to adjustment.
Each one-five hundredth of a share of a junior preferred stock carries
voting and dividend rights that are intended to be equivalent to one share of
common stock. These rights would be subject to adjustment in the event of stock
dividends, subdivisions and combinations with respect to the Corporation's
common stock. Under the Rights Agreement, the Corporation may pay cash instead
of issuing certificates for fractions, other than fractions which are integral
multiples of one five-hundredth of a share.
Under the Rights Agreement, a "distribution date" is defined as the earlier
of (i) ten business days after the date of a public announcement that a person
or group of affiliated or associated persons has acquired, or obtained the
right to acquire, 15% or more of the Corporation's outstanding common stock; or
(ii) ten business days after the date of the commencement of a tender offer or
exchange offer that would result in a person owning 15% or more of the
Corporation's outstanding common stock.
If a person acquires 15% or more of the outstanding common stock of the
Corporation through a tender or exchange offer without certain approvals of the
Corporation's board of directors, each holder of a right would have the right
to receive common stock, cash, property or other securities of the Corporation
having a value equal to two times the purchase price of the right. In lieu of
requiring payment of the purchase price upon exercise of the right, the
Corporation may provide that each right be exchanged for one share of common
stock, cash, property or other securities. Under certain circumstances as
specified in the Rights Agreement, all rights that are or were owned by any
person who acquired 15% or more of the common stock will be null and void.
Each holder of a valid right has the right to receive upon exercise common
stock of the acquiring company having a value equal to two times the purchase
price of the right if (i) the Corporation is acquired in a merger or other
business combination in which it is not the surviving corporation other than
pursuant to certain board approved tender or exchange offers; (ii) the
Corporation is the surviving corporation of a consolidation or merger in which
any part of its outstanding common stock is changed into or exchanged for stock
or other securities of another corporation or cash or any other property; or
(iii) 50% or more of the Corporation's assets or earning power is sold or
transferred.
The purchase price payable and the number of fractions of junior preferred
stock or other securities or property issuable upon exercise of the rights is
subject to adjustment to prevent dilution as a result of certain events
described in the Rights Agreement.
Until a right is exercised, the holder of a right has no rights as a
stockholder. At any time until the earlier of (i) the date of public
announcement that a person has acquired 15% or more of the Corporation's
outstanding stock; and (ii) the close of business on September 11, 2000, the
Corporation has the option to redeem the rights in whole, but not in part, at a
price of $0.01 per right, subject to adjustment. In some circumstances, the
Corporation may redeem the rights only with approval of the directors specified
in the Rights Agreement.
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The rights will expire at the close of business on September 11, 2000, or
earlier, if (i) redeemed by the Corporation; or (ii) a merger or consolidation
transaction is completed following a tender offer or exchange offer in which
all holders of the Corporation's common stock received in the merger or
consolidation the same form of consideration, and in an amount not less than
that was paid in the tender offer or exchange offer.
Before the distribution date, the Corporation may supplement or amend the
Rights Agreement without the approval of any common stockholder. From and after
the distribution date, the Corporation may supplement or amend the Rights
Agreement without the approval of any holders of rights under limited
circumstances. The following terms, however, may not be changed: the redemption
price, the final expiration date, the purchase price or the number of fractions
of junior preferred stock for which a right is exercisable.
The rights have certain anti-takeover effects. The rights may cause
substantial dilution of ownership interests to a person or group that attempts
to acquire the Corporation without conditioning the offer on the rights being
redeemed or a substantial number of rights being acquired. The rights should
not interfere with any merger or other business combination approved by the
Corporation's Board of Directors because the rights are either redeemable or
are not exercisable or do not go into effect under those circumstances.
The Surviving Company will continue the stockholder rights plan or will
adopt a comparable plan.
Description of Preferred Stock. The Corporation may from time to time issue
shares of preferred stock in series. The Board of Directors is authorized to
designate the series and to fix the relative voting, dividend, conversion,
liquidation, redemption and other rights, preferences and limitations as
between series. When preferred stock is issued, holders of common stock are
subject to the dividend and liquidation preferences and other prior rights of
the preferred stock. Currently, the only authorized series of preferred stock
is the junior preferred stock described below.
The Board of Directors, without the prior consent of holders of common
stock, could issue additional series of preferred stock with voting and
conversion rights which could materially adversely affect the voting rights of
the holders of common stock. The issuance of shares of preferred stock to
management, existing stockholders or others could result in a situation where
the record holders of such shares of preferred stock could have a significantly
disproportionate vote on certain material matters. In the event of a proposed
merger, tender offer, proxy contest or other attempt to gain corporate control,
it would be possible, subject to any limitations imposed by applicable law, the
Certificate of Incorporation, and the applicable rules of the securities
exchanges upon which the common stock may be listed, for the Board of
Directors, without the prior consent of holders of common stock, to authorize
the issuance of one or more series of preferred stock with voting rights or
other rights and preferences which would impede the success of such proposed
merger, tender offer, proxy contest or other attempt to gain corporate control.
There are no current plans to issue any shares of preferred stock.
The following is a summary of certain provisions of the certificate of
designations for the Corporation's junior preferred stock, which is filed as an
exhibit to the Corporation's most recent Annual Report on Form 10-K.
Under the Rights Agreement, a total of 500,000 shares of junior preferred
stock may be issued upon exercise of the rights under the Corporation's
stockholder rights plan described above.
Each share of junior preferred stock has a preferential quarterly dividend
payable on the first day of January, April, July and October of each year or on
another quarterly payment date specified by the Corporation's board of
directors. Each payment will be 500 times the cash dividend declared on each
share of common stock, but in no event less than $1.00.
Each share of junior preferred stock will have 500 votes on all matters
submitted to a vote of the Corporation's stockholders. These voting rights are
subject to adjustment as provided in the certificate of designations for the
junior preferred stock. Generally, the holders of junior preferred stock will
vote together as one class unless the certificate of designations for the
junior preferred stock, the Certificate of Incorporation or the law states
differently.
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In the event of a voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of junior preferred stock will
receive a preferred liquidation payment equal to the greater of (i) $500 per
share plus accrued dividends to the date of distribution, whether or not earned
or declared or (ii) 500 times the aggregate payment made to each share of
common stock. Either payment option will be subject to adjustment as provided
in the certificate of designations for the shares of junior preferred stock.
If the Corporation merges, consolidates, combines or enters into other
transactions in which its common stock is exchanged for or changed into other
stock or security, cash or any other property, each share of junior preferred
stock will be similarly exchanged or changed in an amount equal to 500 times
the aggregate amount and type of consideration received for each share of
common stock. This payment will be subject to adjustment as provided in the
certificate of designations for the shares of junior preferred stock.
The shares of junior preferred stock rank junior to all other series of the
Corporation's preferred stock as to the payment of dividends and the
distribution of assets, unless the terms of any series states otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
FOREGOING PROPOSAL AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY
CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
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PROPOSAL NO. 3--APPROVAL OF THE CORPORATION'S
2000 NON-EMPLOYEE DIRECTORS STOCK PLAN
On January 26, 2000, the Corporation's Board of Directors adopted, subject
to stockholder approval, the Newmont Mining Corporation 2000 Non-Employee
Directors Stock Plan (the "Directors Plan"). The Directors Plan will provide
non-employee directors with the opportunity to acquire shares of the
Corporation's common stock through the grant of stock options and stock awards.
The Directors Plan was adopted to promote the Corporation's long-term success
by maintaining its ability to attract and retain the services of experienced
and highly qualified individuals to serve as outside directors on the Board of
Directors, providing incentives for such directors' performance of services,
aligning such directors' interests with those of the Corporation's stockholders
and linking such directors' compensation to the Corporation's performance.
The Directors Plan will become effective upon the affirmative vote of a
majority of the outstanding shares of the Corporation's common stock present in
person or represented by proxy at the Annual Meeting of Stockholders. The
Directors Plan will allow the Corporation to grant options or stock awards to
purchase a total of up to 400,000 shares of the Corporation's common stock
(subject to adjustment for certain changes in the Corporation's capital, as
described below under "Changes in Capital"). If the Directors Plan is approved
by the stockholders and becomes effective, the Corporation will no longer grant
new stock awards under the existing Directors' Stock Award Plan.
The Board of Directors recommends that the stockholders of the Corporation
approve the Directors Plan. The principal features of the Directors Plan are
summarized below, but this summary is qualified in its entirety by reference to
the complete text of the Directors Plan. The full text of the Directors Plan
appears in Exhibit A to this Proxy Statement.
ADMINISTRATION. The Board of Directors will have the exclusive discretionary
authority to operate, manage and administer the Directors Plan in accordance
with its terms. The Board of Directors' decisions and actions concerning the
Directors Plan will be final and conclusive. Within the limitations of the
Directors Plan and applicable laws and rules, the Board of Directors may
allocate its administrative responsibilities and powers under the Directors
Plan to any member of the Board of Directors or committee of the Board of
Directors.
In addition to its other powers under the Directors Plan described in this
summary, the Board of Directors will have the following authorities and powers
under the Directors Plan in accordance with the terms of the plan:
. determine which eligible directors will receive options under the
Directors Plan and the number of shares of the Corporation's common stock
covered by each such option;
. establish, amend, waive and rescind rules, regulations and guidelines for
carrying out the Directors Plan;
. accelerate the vesting or exercisability of options or stock awards
granted under the Directors Plan;
. waive terms, conditions, restrictions and limitations under the Directors
Plan or applicable to any options or stock awards granted under the
Directors Plan;
. determine the form and content of the option agreements which evidence
options granted under the Directors Plan;
. interpret the Directors Plan and option agreements;
. correct any errors, supply any omissions and reconcile any
inconsistencies in the Directors Plan and/or any agreements or other
instruments relating to options or stock awards granted under the
Directors Plan; and
. take any other actions necessary or advisable to operate and administer
the Directors Plan.
SHARES SUBJECT TO THE DIRECTORS PLAN. A total of 400,000 shares of the
Corporation's common stock would be available for delivery under stock awards
or upon exercise of options granted under the Directors Plan, subject to
adjustment for certain changes in the Corporation's capital (described below
under "Changes in
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Capital"). The shares of the Corporation's common stock that may be delivered
under the Directors Plan would be either authorized and unissued shares (which
will not be subject to preemptive rights) or previously issued shares that the
Corporation reacquired and held as treasury shares. In addition, if any shares
of the Corporation's common stock are not issued or cease to be issuable or are
forfeited under any options or stock awards, such shares will not be charged
against the 400,000 share limitation, and may again be made subject to options
or stock awards under the Directors Plan. If any person exercises an option
under the Directors Plan by paying the exercise price with shares of our common
stock that such person already owns, only the number of shares in excess of the
shares so paid by such person will count against the total number of shares
that are authorized for delivery under the Directors Plan.
PARTICIPATION. Each of the Corporation's directors who is not also an
employee of the Corporation or any affiliate of the Corporation and is not
eligible to participate in any Corporation or affiliate plan providing for the
acquisition of the Corporation securities or derivative securities, other than
any plan in which participation is limited to non-employee directors, will be
eligible to receive options and stock awards under the Directors Plan. All of
the nominees for director, other than Messrs. Cambre and Murdy, will be such a
non-employee director.
TERMS OF OPTIONS. Types of Options. Options granted under the Directors Plan
will be options that are not intended to qualify as "incentive stock options"
under the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code").
Option Price. The Board of Directors will determine the option exercise
price of each option granted under the Directors Plan at the time of grant.
Payment. The option exercise price of any options granted under the
Directors Plan may be paid in any legal manner prescribed by the Board of
Directors. Such payment may be made under a "cashless exercise" program if the
Board of Directors establishes such a program. Any cash proceeds that the
Corporation receives upon the exercise of options granted under the Directors
Plan will constitute general funds of the Corporation.
Exercise of Options. The Board of Directors will determine, and set forth in
the applicable award agreements, the times or conditions upon which options
granted under the Directors Plan may be exercised, and any events that will
cause such options to terminate. Each option granted under the Directors Plan
will expire on or before ten years following the date such option was granted.
In general, options granted under the Directors Plan will terminate when the
recipient's service as a non-employee director of the Corporation terminates;
however, the Board of Directors may permit an option that has not otherwise
expired to be exercised after such a termination of service as to all or part
of the shares covered by such option. A non-employee director may elect to
defer until a later date delivery of shares otherwise deliverable upon exercise
of such non-employee director's option, if permitted by the Board of Directors.
Transferability of Options. Options granted under the Directors Plan will,
in general, only be exercisable during the lifetime of the non-employee
director who receives such option by him or her. A deceased recipient's options
will be transferable by will or the laws of descent and distribution or to a
designated beneficiary of such recipient. The Board of Directors may, however,
permit a non-employee director who receives an option under the Directors Plan
to transfer such option during his or her lifetime, subject to such terms and
conditions as the Board of Directors may prescribe.
STOCK AWARDS. The Directors Plan provides that on the first business day
following the 2000 Annual Meeting of Stockholders, and each annual meeting
thereafter, each non-employee director elected or re-elected to the
Corporation's Board of Directors at such annual meeting will automatically
receive an award of shares of the Corporation's common stock with a fair market
value of $25,000, unless such non-employee director has validly elected, in
accordance with the Directors Plan, not to receive such stock award. A non-
employee director who is elected to the Board of Directors in any calender year
after the date of the annual meeting of stockholders in such calender year will
receive such a stock award on the first business day following such election,
unless he or she elects not to receive such stock award. For purposes of
determining the number of shares subject to a
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stock award, the fair market value of a share of the Corporation's common stock
will be determined as of the day of the applicable annual meeting of
stockholders or other date of election as a non-employee director. The
Directors Plan defines "fair market value" generally as the average of the high
and low sales prices of a share of the Corporation's common stock on a given
date. As defined in the Directors Plan, the fair market value of a share of the
Corporation's common stock on March 2, 2000, was $21.75.
Non-employee directors will generally have all of the rights of a
shareholder in the shares of common stock received in a stock award under the
Directors Plan, including the right to vote and receive any dividends declared
on such shares. However, shares covered by a stock award received by a non-
employee director under the Directors Plan may not be transferred, assigned or
otherwise encumbered or disposed of by such non-employee director until the
earliest of:
. five years after the date such non-employee director received such stock
award;
. the date such non-employee director ceases to be a member of the Board of
Directors due to death or disability; or
. the later of the date such non-employee director ceases to be a member of
the Board of Directors for any other reason, or six months after the date
such non-employee director received such stock award.
Nevertheless, a non-employee director will be permitted to sell, transfer or
assign shares received under a stock award to his or her immediate family
members, or a trust, partnership, limited liability company, corporation
(including a personal holding company) or similar vehicle established solely
for the benefit of, or the partners, members or shareholders of which are
solely, such non-employee director and/or his or her immediate family members.
A non-employee director may also direct the Corporation to issue the shares
under his or her stock award directly to his or her immediate family members or
such a trust, partnership, limited liability company, corporation or similar
vehicle. Shares received by such eligible transferees will be subject to the
transfer restrictions described above. A non-employee director's immediate
family members, for purposes of the Directors Plan, include his or her child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, sister-in-law, and brother-in-law
(including adoptive relationships) who shares the same household with such non-
employee director. A non-employee director may elect to defer until a later
date delivery of shares otherwise receivable by such non-employee director
under his or her stock award, if permitted by the Board of Directors.
ANNUAL RETAINERS OR OTHER AWARDS PAYABLE IN OPTIONS. The Board of Directors
will have discretion under the Directors Plan to pay all or part of a non-
employee director's annual retainer or other compensation, including stock
awards under the Directors Plan, in options under the Directors Plan. The Board
of Directors will set the terms of such options.
DIRECTORS PLAN BENEFITS. If the Directors Plan is approved at the 2000
Annual Meeting of Stockholders, each non-employee director elected at such
annual meeting may elect to receive, as of the first business day following the
date of such annual meeting, either an annual stock award of approximately
1,150 shares of the Corporation's common stock or an annual option grant to
purchase approximately 3,449 shares of the Corporation's common stock. Each
such non-employee director also may elect to receive, in lieu of their $25,000
annual retainer, options under the Directors Plan at the end of each calendar
quarter for approximately 863 shares of the Corporation's common stock. These
approximate share amounts are based on the fair market value of the
Corporation's common stock on March 2, 2000, which was $21.75 per share. The
actual number of shares covered by the annual stock award will be determined by
dividing $25,000 by the fair market value of the Corporation's common stock on
the day of the annual meeting of stockholders, and the actual number of shares
covered by the alternative option grant, which a non-employee director may
elect to receive, will be determined by dividing $25,000 by such fair market
value of the Corporation's common stock and multiplying the result by three.
The actual number of shares covered by each quarterly option, which a non-
employee director may elect to receive, will be determined by dividing $6,250
by the fair market value of the Corporation's common stock on the last business
day of each such quarter and multiplying the result by three. The per-share
exercise price of
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the annual or quarterly options will be equal to the fair market value of the
Corporation's common stock used to compute the number of shares covered by each
such option, as described above.
If the Directors Plan is not approved at the Annual Meeting of Stockholders,
then the Corporation's existing Directors' Stock Award Plan will remain in
effect, and annual retainers will be paid in cash.
CHANGES IN CAPITAL. In order to preserve the intended benefits under the
Directors Plan or outstanding options or stock awards, or as otherwise
necessary, the Board of Directors will, in its discretion, correspondingly
adjust the number, class and kind of shares available under the Directors Plan,
and the number, class and kind of shares under each outstanding option and
stock award, and the exercise price of outstanding options, in the event of
changes in the Corporation's outstanding common stock resulting from certain
changes in the Corporation's corporate structure or capitalization, such as the
payment of a stock dividend, a stock split, a recapitalization, reorganization,
merger or consolidation (whether or not the Corporation is the surviving
corporation), a spin-off, liquidation or other distribution of property or the
issuance of the Corporation's stock for less than full consideration, or rights
or convertible securities with respect to the Corporation's stock.
In the event of a "change of control" of the Corporation (as defined in the
Directors Plan), unless specified otherwise in an option agreement, all options
then outstanding under the Directors Plan will be accelerated and become
immediately vested and exercisable in full, and, if the service on the Board of
Directors of a non-employee director holding such an option terminates within
one year following the change of control, his or her options under the
Directors Plan will remain exercisable for not less than one year after such
termination of service or until expiration of the option, if earlier, and all
then outstanding stock awards will immediately become fully vested and
transferable. The Board Directors will also have discretion under the Directors
Plan, upon the occurrence of such a change of control transaction, to
substitute for shares of the Corporation's common stock subject to options
outstanding under the Directors Plan stock or other securities of the surviving
or successor corporation, or another corporate party to the transaction, if
such stock or other securities are publicly traded, with approximately the same
value, or to cash out outstanding options based upon the highest value of the
consideration received for the Corporation's common stock in such transaction,
or, if higher, the highest market trading price of the Corporation's common
stock during the 30 trading days prior to the change of control, reduced by the
option exercise price of the options cashed out.
TAX WITHHOLDING OBLIGATIONS. Non-employee directors who receive options or
stock awards under the Directors Plan will be required to pay, or make other
satisfactory arrangements to pay, tax withholding obligations arising under
applicable law with respect to the exercise of such options or receipt of such
stock awards. Such taxes must be paid in cash by a non-employee director, or,
if the Board of Directors permits, a non-employee director may elect to satisfy
all or a part of such tax obligations by requesting that the Corporation
withhold shares otherwise deliverable upon the exercise of his or her option or
receipt of a stock award and/or by tendering shares of our common stock already
owned by such non-employee director for at least six months. The Corporation
may also, in accordance with applicable law, deduct any such taxes from amounts
otherwise due to such a non-employee director.
AMENDMENT AND TERMINATION OF THE DIRECTORS PLAN. The Board of Directors may
amend, alter, suspend or terminate the Directors Plan and may amend outstanding
options and stock awards. However, without the approval of the stockholders,
the Board of Directors may not increase the maximum number of shares of the
Corporation's common stock that may be sold or awarded under the Directors Plan
(except in the event of certain changes in our capital, as described under
"Changes in Capital" above). Furthermore, no such amendment or termination of
the Directors Plan or amendment of outstanding options or stock awards (except
to comply with an exemption under Section 16(b) of the Securities Exchange Act
of 1934) may materially adversely affect an option or stock award outstanding
under the Directors Plan without the written consent of the non-employee
director who holds such option or stock award.
The Directors Plan will terminate on May 4, 2010, unless the Directors Plan
is terminated earlier by the Corporation's Board of Directors; however, any
options outstanding when the Directors Plan terminates will remain outstanding
until such options terminate or expire.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a brief summary of
certain significant United States Federal income tax consequences, under the
Internal Revenue Code, as in effect on the date of this summary, applicable to
the Corporation and non-employee directors who receive options or stock awards
under the Directors Plan in connection with the grant and exercise of options
or grant of stock awards under the Directors Plan. This summary is not intended
to be exhaustive, and, among other things, does not describe state, local or
foreign tax consequences, or the effect of gift, estate or inheritance taxes.
The grant of stock options under the Directors Plan will not result in
taxable income to non-employee directors or an income tax deduction for the
Corporation. However, the transfer of shares of the Corporation's common stock
to non-employee directors upon exercise of their options will result in
immediate recognition of ordinary income by the non-employee director and a
corresponding tax deduction for the Corporation in the amount by which the fair
market value of the shares of the Corporation's common stock purchased, on the
date of such exercise, exceeds the aggregate option price. Any appreciation or
depreciation in the fair market value of such shares after the date of such
exercise will generally result in a capital gain or loss to the non-employee
director at the time he or she disposes of such shares.
Upon the issuance of shares of the Corporation's common stock under a stock
award to a non-employee director, he or she will recognize taxable ordinary
income in an amount equal to the fair market value of such shares on the date
of such issuance. At that time, the Corporation will be entitled to a
corresponding income tax deduction.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
FOREGOING PROPOSAL AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY
CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
PROPOSAL NO. 4--STOCKHOLDER PROPOSAL
The Corporation has been advised that the following resolution and statement
in support thereof may be presented by or on behalf of a beneficial owner of
shares of the Corporation's common stock at the Annual Meeting of Stockholders.
The name and address of such beneficial owner, together with the number of
shares of common stock held by such beneficial owner, will be furnished by the
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC
20549, or by the Corporation, to any person, orally or in writing as required,
promptly upon the receipt of such request.
"BE IT RESOLVED, that the shareholders of Newmont Mining Corporation request
that the Board of Directors amend the certificate of incorporation to reinstate
the right of the shareholders to call special meetings."
SUPPORTING STATEMENT
"The right of the shareholders to call special meetings should not be
abridged.
"The company's elimination of this right, in our opinion, effectively
removes an important process by which shareholders can act expeditiously to
protect their investment interests.
"For example, the right of shareholders to act to remove incumbent directors
for egregious conduct should not be limited to the annual meeting. Also,
shareholders should not be prevented from giving timely consideration to a
bidder's proposal to acquire control of the company, or a dissident
shareholder's slate of nominees for election to the Board of Directors, because
such proposals are required to be presented only at the annual meeting."
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POSITION OF THE BOARD OF DIRECTORS
The Corporation's Certificate of Incorporation and/or bylaws (collectively,
the "Corporate Documents") (i) require the Corporation to hold an annual
meeting of stockholders each year, and (ii) allow special meetings to be called
only by a majority of the Board of Directors. The Proposal would allow
stockholders to call special meetings for any reason at any time. The Board
believes that adoption of this Proposal would be disruptive and would impose
significant administrative and financial burdens on the Corporation.
At the annual meeting of stockholders, which is already required by the
Corporate Documents, stockholders have an opportunity to raise any appropriate
matter. Allowing stockholders to call an unlimited number of special meetings
for any reason and at any time would be disruptive to the conduct of business
and would strain the financial and human resources of the Corporation generally
and of the funds available for such meetings specifically. Special meetings are
costly in terms of both time and money. Each of the thousands of holders of the
Corporation's common stock must receive proxy materials for every special
meeting. This involves legal, printing and postage expense, in addition to
those costs normally associated with the Corporation's annual meeting. In
addition, the Board believes that management's time is better spent on the day
to day operations of the Corporation and its ongoing efforts to enhance
stockholder value. The current provisions of the Corporate Documents, which
allow only the Board of Directors to call special meetings, insure the orderly
conduct of corporate affairs. They also prevent a minority of the shares from
imposing upon the Corporation the burden and expense of a stockholder meeting
that may not be desired by the majority.
Furthermore, the Proponent erroneously states that the Corporation
"eliminated" the right of stockholders to call special meetings. This "right"
was never conferred at any time by any of the Corporate Documents. Thus, the
Proponent's call for the right to be "reinstated" is unfounded and misleading.
For the reasons stated above, the Board of Directors believes that the
Proposal is not in the best interests of the Corporation or its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "AGAINST" THE
FOREGOING STOCKHOLDER PROPOSAL AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON
THE PROXY CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
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, the Corporation believes that all Section 16(a) filing
requirements were complied with in 1999.
OTHER MATTERS
The Board of Directors does not intend to bring other matters before the
Corporation's Annual Meeting of Stockholders 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.
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EXHIBIT A
NEWMONT MINING CORPORATION
2000 NON-EMPLOYEE DIRECTORS
STOCK PLAN
1. Purposes. The purposes of the Newmont Mining Corporation 2000 Non-
Employee Directors Stock Plan are to provide Non-Employee Directors an
opportunity to acquire Common Stock, thereby promoting the long-term success
of the Company by maintaining the ability of the Company to attract and retain
the services of experienced and highly qualified individuals to serve as
outside directors on the Company's Board of Directors, providing incentives
for Non-Employee Directors' performance of services, aligning Non-Employee
Director interests with those of the Company's stockholders and linking Non-
Employee Director compensation to Company performance.
2. Definitions. As used in the Plan, the following capitalized terms shall
have the meanings set forth below:
"Affiliate"--(i) any corporation or limited liability company, other
than the Company, in an unbroken chain of corporations or limited liability
companies ending with the Company if each corporation or limited liability
company owns stock or membership interests (as applicable) possessing more
than fifty percent of the total combined voting power of all classes of
stock in one of the other corporations or limited liability companies in
such chain; (ii) any corporation, trade or business (including, without
limitation, a partnership or limited liability company) which is more than
fifty percent controlled (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) by the Company or one of
its other Affiliates; or (iii) any other entity, approved by the Board as
an Affiliate under the Plan, in which the Company or any of its other
Affiliates has a material equity interest.
"Agreement"--a written stock option award agreement evidencing an
Option, as described in Section 3(c).
"Annual Meeting"--the annual meeting of stockholders of the Company.
"Board"--the Board of Directors of the Company.
"Change of Control"--the occurrence of any of the following events:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (x) the
then outstanding shares of Common Stock (the "Outstanding Company Common
Stock") or (y) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Company, (B) any acquisition by the
Company, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C)
of subsection (iii) below; or
(ii) Individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the effective date of the
Plan whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
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(iii) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Company or an acquisition of assets of another corporation (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan
(or related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or indirectly,
20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to
the Business Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
"Code"--the Internal Revenue Code of 1986, as it may be amended from
time to time, including regulations and rules thereunder and successor
provisions and regulations and rules thereto.
"Common Stock"--the $1.60 par value common stock of the Company.
"Company"--Newmont Mining Corporation, a Delaware corporation, or any
successor entity.
"Determined Amount"--an amount (rounded down to the nearest whole share)
equal to (a) $25,000 divided by (b) the Fair Market Value of a share of
Common Stock on the applicable Determination Date. The term "Determination
Date" shall mean (i) in the case of a person who is elected a director of
the Company at an Annual Meeting, the day of such Annual Meeting and (ii)
in the case of a person who is elected a director of the Company in any
year after the Annual Meeting, the effective date of such person's election
as a director of the Company.
"Eligible Transferee"--the meaning given such term in Section 7(d)
hereof.
"Exchange Act"--the Securities Exchange Act of 1934, as it may be
amended from time to time.
"Fair Market Value" of a share of Common Stock as of a given date shall
be the average of the high and low sales prices for a share of Common Stock
as reported for New York Stock Exchange issues in The Wall Street Journal
for such date; provided, however, that if there is no sale of shares of
Common Stock reported in The Wall Street Journal on such date, such fair
market value shall be the average between the bid and asked prices for a
share of Common Stock reported in The Wall Street Journal at the close of
trading on such date; provided further, however, that if no such prices are
reported for such day, the most recent day for which such prices are
available shall be used. In the event that the method for determining the
fair market value of a share of Common Stock provided for in the previous
sentence shall not be practicable, then such fair market value shall be
determined by such other reasonable valuation method as the Board shall, in
its discretion, select and apply in good faith as of the given date.
"Immediate Family Member"--of a Participant means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-
law, father-in-law, son-in-law, sister-in-law, or brother-in-law, including
adoptive relationships, of such Participant who shares the same household
with the Participant.
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"Non-Employee Director"--the meaning given such term in Section 5.
"Notice"--written notice actually received by the Company at its offices
on the day of such receipt, if received on or before 1:30 p.m., Denver time
(or such other location of the Company's principal executive offices), on a
day when the Company's offices are open for business, or, if received after
such time, such notice shall be deemed received on the next such day, which
notice may be delivered in person to the Company's Payroll Department or
sent by facsimile to the Company, or sent by certified or registered mail
or overnight courier, prepaid, addressed to the attention of the Company's
Payroll Department at 1700 Lincoln Street, Denver, Colorado 80203 (or such
other location of the Company's principal executive offices).
"Option"--a right to purchase Common Stock granted to an Optionee under
the Plan in accordance with the terms and conditions set forth in Section
6.
"Optionee"--a Non-Employee Director who has been selected, pursuant to
Section 3(b), to participate in the Plan and who holds an Option granted to
such individual under the Plan in accordance with the terms and conditions
set forth in Section 6.
"Participant"--a Non-Employee Director who is an Optionee or who holds a
Stock Award received under the Plan in accordance with the terms and
conditions set forth in Section 7.
"Plan"--this Newmont Mining Corporation 2000 Non-Employee Directors
Stock Plan.
"Rule 16b-3"--Rule 16b-3 under the Exchange Act, as such rule may be
amended from time to time.
"SEC"--the Securities and Exchange Commission.
"Securities Act"--the Securities Act of 1933, as it may be amended from
time to time, including the regulations and rules promulgated thereunder
and successor provisions and regulations and rules thereto.
"Stock Award"--an award of Common Stock received by a Non-Employee
Director under the Plan in accordance with the terms and conditions set
forth in Section 7.
3. Administration of the Plan. (a) The Board shall have exclusive authority
to operate, manage and administer the Plan in accordance with its terms and
conditions.
(b) Without limiting the generality of paragraph (a) of this Section 3, the
Board shall have the exclusive right and discretionary authority to: (i)
interpret the Plan and the Agreements; (ii) determine eligibility for
participation in the Plan; (iii) select, from time to time, from among those
eligible, the Non-Employee Directors to whom Options shall be granted under
the Plan; (iv) determine the number of shares of Common Stock to be included
in any Option and the periods for which Options will be outstanding; (v)
establish, amend, waive and/or rescind rules and regulations and
administrative guidelines for carrying out the Plan; (vi) accelerate the
exercisability or vesting of any Option or Stock Award when such acceleration
would be in the best interest of the Company; (vii) grant waivers of terms,
conditions, restrictions and limitations under the Plan or applicable to any
Option or Stock Award; (viii) correct any errors, supply any omissions or
reconcile any inconsistencies in the Plan and/or any Agreement or any other
instrument relating to any Option or Stock Award; (ix) to the extent permitted
by the Plan, amend or adjust the terms and conditions of any outstanding
Option or Stock Award and/or adjust the number and/or class of shares of
Common Stock subject to any outstanding Option or Stock Award; (x) at any time
and from time to time after the granting of an Option or Stock Award, specify
such additional terms, conditions and restrictions with respect to any such
Option or Stock Award as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws, rules and/or regulations,
including, but not limited to, (A) terms, restrictions and conditions for
compliance with Federal, state and foreign securities laws, (B) methods of
withholding or providing for the payment of required taxes and (C)
restrictions regarding an Optionee's ability to exercise Options under any
"cashless exercise" program established by the Board or using previously
purchased shares of Common Stock; and (xi) take any and all such other action
it deems necessary or advisable for the proper operation and/or administration
of the Plan. The Board shall have full discretionary authority in all matters
related to the discharge of its responsibilities and the exercise of its
authority under the Plan. Decisions and actions by the Board with respect to
the Plan and any Agreement shall be final, conclusive
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and binding on all persons having or claiming to have any right or interest in
or under the Plan and/or any Agreement. Options need not be uniform as to all
grants and recipients thereof.
(c) Each Option shall be evidenced by an Agreement, which shall be executed
by the Company and the Optionee to whom such Option has been granted, unless
the Agreement provides otherwise; however, two or more Options granted to a
single Optionee may be combined in a single Agreement. An Agreement shall not
be a precondition to the granting of an Option; however, no person shall have
any rights under any Option unless and until the Optionee to whom the Option
shall have been granted (i) shall have executed and delivered to the Company
an Agreement or other instrument evidencing the Option, unless such Agreement
provides otherwise, and (ii) has otherwise complied with the applicable terms
and conditions of the Option. The Board shall prescribe the form of all
Agreements, and, subject to the terms and conditions of the Plan, shall
determine the content of all Agreements. Any Agreement may be supplemented or
amended in writing from time to time as approved by the Board; provided that
the terms and conditions of any such Agreement as supplemented or amended are
not inconsistent with the provisions of the Plan.
(d) The Board may, in its discretion, allocate to any Non-Employee Director
or committee of Non-Employee Directors all or any portion of the Board's
responsibilities under this Section 3; provided, however, that no such
allocation by the Board shall be made if such allocation would not be
permitted under any applicable law, rule or regulation, or with respect to the
administration of the Plan as it affects such Non-Employee Director or Non-
Employee Directors and, provided further, however, the Board may not allocate
its authority to grant Options or correct errors, omissions or inconsistencies
in the Plan or any Agreement. All authority allocated by the Board under this
paragraph (d) of this Section 3 shall be exercised in accordance with the
terms and conditions of the Plan and any rules, regulations or administrative
guidelines that may from time to time be established by the Board, and any
such allocation may be revoked by the Board at any time.
4. Shares of Stock Subject to the Plan. (a) The shares of stock subject to
Options and Stock Awards granted under the Plan shall be shares of Common
Stock. Such shares of Common Stock subject to the Plan may be either
authorized and unissued shares (which will not be subject to preemptive
rights) or previously issued shares acquired by the Company or any Affiliate.
The total number of shares of Common Stock that may be delivered pursuant to
any Options and Stock Awards under the Plan is 400,000.
(b) Notwithstanding any of the foregoing limitations set forth in this
Section 4, the number of shares of Common Stock specified in this Section 4
shall be adjusted as provided in Section 11.
(c) Any shares of Common Stock subject to an Option which for any reason
expires or is terminated without having been fully exercised may again be
granted pursuant to an Option or Stock Award under the Plan, subject to the
limitations of this Section 4. If the Option exercise price of any Option is
satisfied by tendering shares of Common Stock to the Company (by either actual
delivery or attestation), only the number of shares of Common Stock issued net
of the shares of Common Stock tendered shall be deemed delivered for purposes
of determining the maximum number of shares available for delivery under the
Plan.
5. Eligibility. Each member of the Board shall be eligible to become an
Optionee and receive Options, and receive Stock Awards, all in accordance with
the terms and conditions of the Plan, provided that, as of the date of
granting of an Option or Stock Award, he or she is (a) not an employee of the
Company or an Affiliate and (b) not otherwise eligible for selection to
participate in any plan of the Company or any Affiliate that entitles a
participant therein to acquire securities or derivative securities of the
Company, other than any plan in which only directors described in clause (a)
are eligible to participate (any such eligible member of the Board, a "Non-
Employee Director").
6. Terms and Conditions of Stock Options. All Options to purchase Common
Stock granted under the Plan shall be nonstatutory stock options not intended
to qualify as "incentive stock options" within the meaning of Section 422 of
the Code or any successor or similar Code provision. Each Option shall be
subject to all the applicable provisions of the Plan, including the following
terms and conditions, and to such other terms and
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conditions not inconsistent therewith as the Board shall determine and which
are set forth in the applicable Agreement.
(a) The option exercise price per share of shares of Common Stock
subject to each Option shall be determined by the Board and stated in the
Agreement.
(b) Each Option shall be exercisable in whole or in such installments,
at such times and under such conditions as may be determined by the Board
in its discretion and stated in the Agreement, and, in any event, over a
period of time ending not later than ten years from the date such Option
was granted.
(c) An Option shall not be exercisable with respect to a fractional
share of Common Stock or the lesser of fifty shares or the full number of
shares of Common Stock then subject to the Option. No fractional shares of
Common Stock shall be issued upon the exercise of an Option.
(d) Each Option may be exercised by giving Notice to the Company
specifying the number of shares of Common Stock to be purchased, which
shall be accompanied by payment in full including applicable taxes, if any,
in accordance with Section 10. Payment shall be in any manner permitted by
applicable law and prescribed by the Board, in its discretion, and set
forth in the Agreement, including, in the Board's discretion, payment in
accordance with a "cashless exercise" program established by the Board.
(e) No Optionee or other person shall become the beneficial owner of any
shares of Common Stock subject to an Option, nor have any rights to
dividends or other rights of a shareholder with respect to any such shares,
until he or she has exercised his or her Option in accordance with the
provisions of the Plan and the applicable Agreement.
(f) An Option may be exercised only if at all times during the period
beginning with the date of the granting of the Option and ending on the
date of such exercise, the Optionee was a Non-Employee Director.
Notwithstanding the above, the Board may determine in its discretion that
an Optionee's Option may be exercised following termination of such
continuous service by such Optionee as a Non-Employee Director, whether or
not exercisable at the time of such termination, to the extent provided in
the applicable Agreement or otherwise.
7. Stock Awards. (a) On the first business day following the date of the
Annual Meeting in each year, commencing in 2000, each Non-Employee Director
who is elected or re-elected as a director of the Company at such Annual
Meeting shall receive, for service as a director of the Company previously
rendered and to be rendered during the year in which such Annual Meeting is
held, shares of Common Stock in the Determined Amount. If a person is elected
a director of the Company in any calendar year after the Annual Meeting held
in such calendar year, and qualifies as a Non-Employee Director, then such
person shall receive on the first business day following the effective date of
such person's election as a Non-Employee Director, for service as a director
of the Company to be rendered during such year, shares of Common Stock in the
Determined Amount. For avoidance of doubt, in no event shall any person be
entitled to receive more than one stock award during a single calendar year.
(b) A Non-Employee Director may forego any Stock Award under the Plan for
any year by giving irrevocable Notice to such effect to the Company on or
before December 31 of the immediately preceding year or, in the case of a
Stock Award to be made to a person on the effective date of such person's
initial election as a Non-Employee Director of the Company, on or prior to
such effective date.
(c) A Non-Employee Director shall not be required to make any payment for
any Stock Award granted under the Plan.
(d) Subject to the remainder of this paragraph (d) of this Section 7, a
Participant who receives a Stock Award shall have full beneficial ownership
of, and rights and privileges of a shareholder as to awarded shares, including
the right to vote and the right to receive dividends. The shares of Common
Stock comprising a Stock Award received by a Participant pursuant to the Plan
may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by such Participant until the earliest of (i) the expiration of
five years after the date of the receipt of such shares by such Participant,
(ii) the date such Participant ceases to be a director of the Company by
reason of death or disability (as determined, for purposes of this Section 7,
by the remaining members of the Board in good faith), or (iii) the later of
(x) the date such Participant ceases to be a director of
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<PAGE>
the Company for any reason other than death or disability or (y) the
expiration of six months after the date of the receipt of such shares by such
Participant; provided, however, a Participant (1) may sell, transfer or assign
shares of Common Stock received by such Participant under a Stock Award to
Immediate Family Members of such Participant, or a trust, partnership, limited
liability company, corporation (including a personal holding company) or
similar vehicle established solely for the benefit of, or the partners,
members or shareholders of which are solely, the Participant and/or any such
Immediate Family Members (an "Eligible Transferee") or (2) may direct the
Company, by Notice to the Company prior to the date of issuance of any shares
of Common Stock that such Participant is entitled to receive pursuant to the
Plan, to issue such shares in the name of, and to deliver such shares to, an
Eligible Transferee of such Participant, provided that, in the case of clause
(1) or (2), the foregoing restrictions on transfer shall apply to such
Eligible Transferee.
8. Annual Retainers or Other Awards Payable in Options. The Board, in its
discretion, may determine that all or part of the annual retainers or other
awards, including, without limitation, Stock Awards, otherwise payable to Non-
Employee Directors under the Company's compensation practices for Non-Employee
Directors shall be payable in Options. Such Options shall be subject to such
terms as the Board may, in its discretion, determine, and shall be in
consideration of services previously performed and/or as an incentive toward
future services.
9. Rights of Non-Employee Directors and Other Persons. (a) No person shall
have any rights or claims under the Plan except in accordance with the
provisions of the Plan and the applicable Agreement.
(b) Nothing contained in the Plan or in any Agreement shall be deemed to
give any Non-Employee Director the right to be retained in the service of the
Company or any Affiliate nor restrict in any way the right of the Company or
any Affiliate to terminate any Non-Employee Director's service with the
Company or any Affiliate at any time with or without cause.
(c) The adoption of the Plan shall not be deemed to give any Non-Employee
Director or any other person any right to be selected as an Optionee or to be
granted an Option.
(d) Except pursuant to Section 7, nothing contained in the Plan or in any
Agreement shall be deemed to give any Non-Employee Directors the right to
receive any bonus, whether payable in cash or in Common Stock, or in any
combination thereof, from the Company, nor be construed as limiting in any way
the right of the Company to determine, in its sole discretion, whether or not
it shall pay any Non-Employee Directors bonuses, and, if so paid, the amount
thereof and the manner of such payment.
10. Tax Withholding Obligations. (a) The Company is authorized to take
whatever actions are necessary and proper to satisfy all obligations of
Participants for the payment of all Federal, state, local and foreign taxes in
connection with any Options or Stock Awards (including, but not limited to,
actions pursuant to the following paragraph (b) of this Section 10).
(b) Each Participant shall (and in no event shall Common Stock be delivered
to such Participant with respect to an Option or Stock Award until), no later
than the date as of which the value of the Option or Stock Award first becomes
includible in the gross income of the Participant for income tax purposes, pay
to the Company in cash, or make arrangements satisfactory to the Company, as
determined in the Board's discretion, regarding payment to the Company of, any
taxes of any kind required by law to be withheld with respect to the Common
Stock subject to such Option or Stock Award, and the Company and any Affiliate
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to such Participant.
Notwithstanding the above, the Board may, in its discretion and pursuant to
procedures approved by the Board, permit a Participant to (i) elect
withholding by the Company of Common Stock otherwise deliverable to such
Participant pursuant to such Option or Stock Award (provided, however, that
the amount of any Common Stock so withheld shall not exceed the amount
necessary to satisfy required Federal, state, local and foreign withholding
tax obligations using the minimum statutory rate) and/or (ii) tender to the
Company Common Stock owned by such Participant (or by such Participant and his
or her spouse jointly) and acquired more than six months prior to such tender
in full or partial satisfaction of such tax obligations, based, in each case,
on the Fair Market Value of the Common Stock on the payment date as determined
by the Board.
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<PAGE>
11. Changes in Capital. (a) The existence of the Plan and any Options or
Stock Awards granted hereunder shall not affect in any way the right or power
of the Board or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company
or an Affiliate, any issue of debt, preferred or prior preference stock ahead
of or affecting the Common Stock, the authorization or issuance of additional
shares of Common Stock, the dissolution or liquidation of the Company or any
Affiliate, any sale or transfer of all or part of its assets or business or
any other corporate act or proceeding.
(b)(i) Upon changes in the outstanding Common Stock (or other change in
corporate capitalization) by reason of a stock dividend, stock split, reverse
split, subdivision, recapitalization, merger, consolidation (whether or not
the Company is a surviving corporation), an extraordinary dividend, "spin-off"
or distribution payable in cash or property, combination or exchange of
shares, separation, reorganization or liquidation, or issuance by the Company
of shares of its capital stock without receipt of full consideration therefor,
or rights or securities exercisable, convertible or exchangeable for shares of
such capital stock, the aggregate number, class and kind of shares of stock
available under the Plan as to which Options and Stock Awards may be granted,
and the number, class and kind of shares under each outstanding Option and
Stock Award and the option exercise price per share applicable to such Options
shall be correspondingly adjusted by the Board in its discretion to preserve
the benefits or potential benefits intended to be made available under the
Plan or with respect to any outstanding Options or Stock Awards or otherwise
necessary to reflect any such change.
(ii) Fractional shares of Common Stock resulting from any adjustment in
Options pursuant to Section 11(b)(i) shall be aggregated until, and eliminated
at, the time of exercise of the affected Options. Fractional shares of Common
Stock resulting from any adjustment in Stock Awards pursuant to Section
11(b)(i) shall be eliminated from a Stock Award at the time of adjustment.
Notice of any adjustment shall be given by the Board to each Participant whose
Option or Stock Award has been adjusted and such adjustment (whether or not
such Notice is given) shall be effective and binding for all purposes of the
Plan.
(c) In the event of a Change of Control, except as otherwise provided in
the Agreement specifically with respect to a Change of Control: (1) the time
of exercise of Options which are outstanding shall be accelerated so that such
Options become immediately exercisable in full without regard to any
limitations of time or amount otherwise contained in the Plan or the
applicable Agreements and, in the event an Optionee terminates service on the
Board for any reason during the one year period following a Change of Control,
all exercisable Options held by such Optionee (or such Optionee's transferee)
shall remain exercisable until the first to occur of the first anniversary of
the Optionee's termination of service or the expiration of the initial Option
term, or until such later date otherwise provided by the Board or in the
applicable Agreement, (2) all outstanding Options shall immediately become
fully vested and nonforfeitable and (3) all restrictions on transfer, sale,
assignment, pledge or other disposition applicable to any shares of Common
Stock covered by a Stock Award shall immediately lapse. Upon the occurrence of
a Change of Control, the Board may, in its discretion, determine (A) that
Options shall be adjusted and make such adjustments by substituting for Common
Stock subject to such Options, stock or other securities of the surviving
corporation or any successor corporation to the Company, or any parent or
subsidiary thereof, or that may be issuable by another corporation that is a
party to the transaction, if such stock or other securities are publicly
traded, in which event the aggregate exercise price shall remain the same and
the amount of shares or other securities subject to such Option shall be the
amount of shares or other securities which could have been purchased on the
closing date or expiration date of such transaction with the proceeds which
would have been received by the Optionee if the Option had been exercised in
full prior to such transaction or expiration date and the Optionee exchanged
all of such shares in the transaction, and/or (B) that any outstanding Options
shall be converted into a right to receive in cash, as soon as practicable
following the Change of Control, an amount equal to the greater of (x) the
highest value of the consideration to be received in connection with such
transaction for one share of Common Stock and (y) the highest market trading
price of a share of the Common Stock reported in The Wall Street Journal
during the 30 consecutive trading days prior to the Change of Control, less
the per share exercise price of such Option, multiplied by the number of
shares of Common Stock subject to such Option. No Participant shall have any
right to prevent the consummation of any transaction affecting the number of
shares available to such Participant. Any actions or determinations of the
Board under
A-7
<PAGE>
this paragraph (b) of Section 11 need not be uniform as to all outstanding
Options and Stock Awards, nor treat all Participants identically.
Notwithstanding the foregoing adjustments, in no event may any Option be
exercised after ten years from the date it was originally granted.
12. Miscellaneous Provisions. (a) The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the issuance of shares upon exercise of
any Option. Proceeds from the sale of shares of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of the Company.
The expenses of the Plan shall be borne by the Company.
(b) Except as otherwise provided in this paragraph (b) of Section 12, an
Option by its terms shall be personal and may not be sold, transferred,
pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise
than by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of an Optionee only by him or her. The
foregoing to the contrary notwithstanding, at the Board's discretion, an
Agreement may permit the receipt or exercise of an Optionee's Option (or any
portion thereof) after his or her death by the beneficiary most recently named
by such Optionee in a written designation thereof filed with the Company, or,
in lieu of any such surviving beneficiary, by the legal representatives of
such Optionee's estate and/or an Option to be transferred by an Optionee
during his or her lifetime to such Optionee's alternate payee pursuant to a
qualified domestic relations order, as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules and
regulations thereunder. In the event any Option is exercised by the executors,
administrators, heirs or distributees of the estate of a deceased Optionee, or
such an Optionee's beneficiary or transferee, pursuant to the terms and
conditions of the Plan and the applicable Agreement, the Company shall be
under no obligation to issue Common Stock thereunder unless and until the
Company is satisfied, as determined in the discretion of the Board, that the
person or persons exercising such Option are the duly appointed legal
representative of the deceased Optionee's estate or the proper legatees or
distributees thereof or the named beneficiary or valid transferee, as the case
may be, of such Optionee. Further notwithstanding the foregoing to the
contrary, at the Board's discretion, an Agreement may permit the transfer of
an Option by the recipient thereof, subject to such terms, conditions and
limitations prescribed by the Board, and the applicable transferee of such
Option shall be treated under the Plan and the applicable Agreement as the
Optionee for purposes of any exercise of such Option.
(c) If at any time the Board shall determine, in its discretion, that the
listing, registration and/or qualification of shares of Common Stock upon any
national securities exchange or under any state, Federal or foreign law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares of Common Stock hereunder, no Option or Stock Award may be exercised or
paid in whole or in part unless and until such listing, registration,
qualification, consent and/or approval shall have been effected or obtained,
or otherwise provided for, free of any conditions not acceptable to the Board.
(d) The Board may require each person receiving Common Stock in connection
with any Option or Stock Award under the Plan to represent and agree with the
Company in writing that such person is acquiring the shares for investment and
not with a view to, or for sale in connection with, the distribution of any
part thereof. In addition, the shares of Common Stock received by a
Participant pursuant to the Plan may not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of except pursuant to an
available exemption from the registration requirements of the Securities Act.
Certificates for shares delivered under the Plan may include any legend which
the Company deems appropriate to reflect any or all of the foregoing
restrictions on transfers, together with the restrictions on transfer set
forth in Section 7(d), if applicable.
(e) By accepting any benefit under the Plan, each Participant and each
person claiming under or through such Participant shall be conclusively deemed
to have indicated their acceptance and ratification of, and consent to, all of
the terms and conditions of the Plan and any action taken under the Plan by
the Company or the Board.
(f) Neither the adoption of the Plan nor anything contained herein shall
affect any other compensation or incentive plans or arrangements of the
Company or any Affiliate, or prevent or limit the right of the Company or
A-8
<PAGE>
any Affiliate to establish any other forms of incentives or compensation for
their directors, or grant or assume options or other rights otherwise than
under the Plan.
(g) In the discretion of the Board, a Participant may elect irrevocably (at
a time and in a manner determined by the Board) prior to exercising an Option
or receiving a Stock Award that delivery of shares of Common Stock upon
exercise of such Option or receipt of such Stock Award shall be deferred until
a future date and/or the occurrence of a future event or events, specified in
such election. Upon the exercise of any such Option or receipt of such Stock
Award and until the delivery of any deferred shares, the number of shares
otherwise issuable to the Participant shall be credited to a memorandum
account in the records of the Company or its designee and any dividends or
other distributions payable on such shares shall be deemed reinvested in
additional shares of Common Stock, in a manner determined by the Board, until
all shares of Common Stock credited to such Participant's memorandum account
shall become issuable pursuant to the Participant's election.
(h) The Plan shall be governed by and construed in accordance with the laws
of the State of Delaware, except as superseded by applicable Federal law.
(i) The words "Section," "subsection" and "paragraph" herein shall refer to
provisions of the Plan, unless expressly indicated otherwise. Wherever any
words are used in the Plan or any Agreement in the masculine gender they shall
be construed as though they were also used in the feminine gender in all cases
where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.
13. Limits of Liability. (a) Any liability of the Company or an Affiliate
to any Participant with respect to any Option or Stock Award shall be based
solely upon contractual obligations created by the Plan and any applicable
Agreement.
(b) Neither the Company nor an Affiliate nor any member of the Board, nor
any other person participating in any determination of any question under the
Plan, or in the interpretation, administration or application of the Plan,
shall have any liability, in the absence of bad faith, to any party for any
action taken or not taken in connection with the Plan, except as may expressly
be provided by statute.
14. Limitations Applicable to Options Subject to Section 16. Unless stated
otherwise in the Agreement, notwithstanding any other provision of the Plan,
any Option or Stock Award granted to a Non-Employee Director who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including Rule 16b-3 as it may be amended from time to time)
that are requirements for the application of such exemptive rule, and the Plan
and the applicable Agreement shall be deemed amended to the extent necessary
to conform to such limitations.
15. Amendments and Termination. The Board may, at any time and with or
without prior notice, amend, alter, suspend, or terminate the Plan; provided,
however, that no such amendment, alteration, suspension, or termination shall
be made which would materially adversely affect an outstanding Option or Stock
Award theretofore granted without the written consent of the holder of such
Option or Stock Award or which, without first obtaining approval of the
stockholders of the Company, would, except as is provided in Section 11(b),
increase the maximum number of shares of Common Stock that may be sold or
awarded under the Plan. The Board may amend the terms of any Option or Stock
Award theretofore granted, including any Agreement, retroactively or
prospectively, but no such amendment shall materially adversely affect an
outstanding Option or Stock Award without the written consent of the holder of
such Option or Stock Award. Notwithstanding the foregoing, the Board may amend
the Plan and/or any Option or Stock Award, including any Agreement, either
retroactively or prospectively, and without the consent of the applicable
Participant, so as to preserve or come within any exemptions from liability
under Section 16(b) of the Exchange Act, pursuant to the rules and releases
promulgated by the SEC (including Rule 16b-3).
16. Duration. The Plan shall become effective, after the Plan is adopted by
the Board, as of the date on which it is approved by the holders of a majority
of the outstanding Common Stock which is present and voted
A-9
<PAGE>
at an Annual Meeting. The Plan shall terminate upon the earliest to occur of
(a) the effective date of a resolution adopted by the Board terminating the
Plan or (b) ten years from the date the Plan is approved by the Company's
shareholders. No Option or Stock Award may be granted under the Plan after the
earliest of (a) and (b) of this Section 16 to occur; however, Options
theretofore granted may extend beyond such date.
No such termination of the Plan shall materially adversely affect the
rights of any Participant hereunder and all Options and Stock Awards
previously granted hereunder shall continue in force and in operation after
the termination of the Plan, except as they may be otherwise terminated in
accordance with the terms of the Plan or any applicable Agreement.
A-10
<PAGE>
PROXY
NEWMONT MINING CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
May 4, 2000
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 2, 2000
(the "Record Date") hereby appoints Joy E. Hansen, Bruce D. Hansen 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 2:00 p.m. local time on Thursday, May 4, 2000 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
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.
or
--
2. Call toll Free 1-800-840-1208 on a Touch Tone telephone and follow
the instructions on the reverse side. There is NO CHARGE TO YOU FOR
THIS CALL.
or
--
3. Vote by Internet at our Internet Address: http://www.eproxy.com/nem
PLEASE VOTE
<PAGE>
Please mark
your votes as
indicated in
this example [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2 and 3.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Item 1 - Election of Directors Nominees: 01 V.A. Calarco, 02 R.C. Item 2 - Elimination Item 3 - 2000 Non-Employee Directors
Cambre, 03 J.T. Curry, Jr., 04 J.P. of Holding Company Stock Plan
FOR WITHHELD Flannery, 05 L.I. Higdon, Jr.,
ALL FOR ALL 06 R. J. Miller, 07 W. W. Murdy, FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] 08 R. A. Plumbridge, [ ] [ ] [ ] [ ] [ ] [ ]
09 R. H. Quenon, 10 M. A. Qureshi,
11 M. K. Reilly, 12 J. V. Taranik
and 13 W.I.M. Turner, Jr.
WITHHELD FOR: (Write that nominee's
name in the space provided below.)
-----------------------------------
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" The undersigned hereby authorizes the I consent to future access to the Annual Reports [ ]
ITEM 4. proxies, in their discretion, to vote and Proxy Statements electronically via the
on any other business which may properly Internet. I understand that the Corporation
Item 4 - Stockholder Proposal be brought before the meeting or any may no longer distribute printed material to me
FOR AGAINST ABSTAIN adjournment thereof. for any future shareholder meetings until such
[ ] [ ] [ ] consent is revoked. I understand that I may
By execution of this Proxy, the undersigned revoke my consent at any time.
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.
Signature (Title, If Any)________________________________ Signature If Held Jointly____________________________ Date__________, 2000
</TABLE>
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
QUICK***EASY***IMMEDIATE
YOUR VOTE IS IMPORTANT! - YOU CAN VOTE IN ONE OF THREE WAYS:
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone 24
hours a day - 7 days a week
There is NO CHARGE to you for this call. - Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box in the
lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals, press 1
When asked, please confirm by Pressing 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
Proposal 1 - To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9
To WITHHOLD FOR AN INDIVIDUAL nominee, Press 0 and listen to the
instructions
Proposal 2 - To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm by Pressing 1.
The instructions are the same for all remaining proposals.
or
--
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.eproxy.com/nem
or
--
3. VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in
the enclosed envelope.
NOTE: If you vote by internet or telephone, THERE IS NO NEED TO MAIL BACK your
Proxy Card.
THANK YOU FOR VOTING.
