<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
Newmont Gold Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
- --------------------------------------------------------------------------------
NEWMONT GOLD COMPANY
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of NEWMONT GOLD COMPANY will be held at
9:30 a.m. on Thursday, May 7, 1998 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 Company's Annual
Incentive Compensation Plan;
3. Consider and act upon a proposal to approve the Company's
Intermediate Term Incentive Compensation Plan; and
4. Transact such other business that may properly come before the
meeting.
Stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
TIMOTHY J. SCHMITT
Secretary
1700 Lincoln Street
Denver, Colorado 80203
March 30, 1998
- --------------------------------------------------------------------------------
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE> 3
PROXY STATEMENT
GENERAL INFORMATION
STOCKHOLDERS ENTITLED TO VOTE. Holders of the common stock of Newmont Gold
Company (the "Company" or "Newmont Gold") of record at the close of business on
March 5, 1998 are entitled to vote at the Annual Meeting of Stockholders. As of
March 5, 1998, there were 166,897,966 shares of common stock outstanding. Each
share of common stock entitles its owner to one vote. The holders of a majority
of the shares entitled to vote at the Annual Meeting of Stockholders must be
present in person or represented by proxy in order to constitute a quorum for
all matters to come before the meeting.
Votes at the Annual Meeting of Stockholders will be tabulated by two
inspectors of election who shall be appointed by the Chairman of the meeting and
who shall not be candidates for election to the Board of Directors. The
inspectors of election will treat shares of common stock represented by a
properly signed and returned proxy as present at the Annual Meeting of
Stockholders for purposes of determining a quorum, without regard to whether the
proxy is marked as casting a vote or abstaining.
Directors will be elected by a favorable vote of a plurality of the shares
of common stock present and entitled to vote, in person or by proxy, at the
Annual Meeting of Stockholders. All other matters to come before the Annual
Meeting require the approval of a majority of the votes cast on such matters.
Abstentions and broker "non-votes" as to particular matters are counted for
purposes of determining whether a quorum is present at the Annual Meeting of
Stockholders. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved. Abstentions
have the same effect as votes against proposals presented to stockholders. A
"non-vote" occurs when a nominee holding shares for a beneficial owner votes on
one proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions to do so from
the beneficial owner.
PROXY SOLICITATION. The accompanying proxy is solicited by the Board of
Directors of the Company. This Proxy Statement is being mailed to the
stockholders on or about March 30, 1998. In addition to solicitation by mail,
solicitation of proxies may be made by certain officers and regular employees of
the Company by mail, telephone, telegraph or personal interview. All costs of
the solicitation of proxies will be borne by the Company. The Company will also
reimburse brokerage firms and others for their expenses in forwarding proxy
materials to beneficial owners of the Company's common stock. A stockholder who
executes a proxy may revoke it by delivering to the Secretary of the Company, 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 Company
at 1700 Lincoln Street, Denver, Colorado 80203. A stockholder may substitute
another person in place of those persons presently named as proxies.
A NOTE FOR ALL PARTICIPANTS IN THE COMPANY'S RETIREMENT SAVINGS PLAN OR
HOURLY RETIREMENT SAVINGS PLAN. If you are a participant in the Company's
Retirement Savings Plan or Hourly Retirement Savings Plan (the "Savings Plans"),
each administered by the Vanguard Group, as Trustee, shares of common stock of
the Company which are held for you under the Savings Plans, as applicable, may
be voted through the proxy card accompanying this mailing. The Trustee, as the
stockholder of record of the common stock held in the Savings Plans, will vote
the shares held for you in accordance with the directions you give on the
enclosed proxy card, provided that you return the proxy card duly signed and
dated to the address indicated on the enclosed envelope. If the proxy cards
representing shares of common stock held under the Savings Plans are not
returned duly signed and dated, the Trustee will vote the shares in accordance
with the direction of Newmont Gold, as plan administrator under the Savings
Plans.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS. Arthur Andersen LLP has
acted as auditors for the Company 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 Company. Representatives of Arthur Andersen LLP will
be present at the Annual
<PAGE> 4
Meeting of Stockholders and will be allowed to make a statement if they wish.
Additionally, they will be available to respond to appropriate questions from
stockholders during the meeting.
STOCKHOLDER PROPOSALS. To be included in the Board of Directors' Proxy
Statement for the 1999 Annual Meeting of Stockholders, stockholder proposals
must be received by the Company on or before December 5, 1998. Proposals should
be sent to the attention of the Secretary of the Company at 1700 Lincoln Street,
Denver, Colorado 80203.
PRINCIPAL STOCKHOLDER. As of March 5, 1998, the only beneficial owner of
more than 5% of the outstanding shares of common stock of the Company was
Newmont Mining Corporation ("Newmont Mining"), 1700 Lincoln Street, Denver,
Colorado 80203, which owned 156,472,056 shares (approximately 94%) and as to
which it had sole voting and investment power.
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 the term of one year or until
his or her successor is elected and qualifies. Unless authority is withheld, the
proxies will be voted for the election of such nominees. Except for Messrs.
Curry and Munroe and Ms. Sisco, who were elected to the Board of directors at a
Special Meeting held on May 5, 1997, all such nominees were elected to the Board
of Directors at the last Annual Meeting of Stockholders and all are currently
serving as directors of the Company. 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. With the exception of Messrs.
Quenon and Taranik, each of the 11 other nominees named below is also a director
of Newmont Mining.
The following table contains a summary of the background and principal
occupations of the nominees:
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
- ----------------------------------------------------------------------
<S> <C>
RONALD C. CAMBRE (59)....................................... 1993
Chairman of Newmont Gold since January 1995, President
thereof since June 1994, Chief Executive Officer
thereof since November 1993 and Vice Chairman thereof
from November 1993 to December 1994; Vice President and
Senior Technical Advisor to the Office of the Chairman
of Freeport-McMoRan Inc., a natural resources company,
prior thereto.
Chairman of the Board, President and Chief Executive
Officer of Newmont Mining Corporation and Director of
Cleveland-Cliffs Inc.
- ----------------------------------------------------------------------
JAMES T. CURRY, JR. (61).................................... 1997
Retired Chief Executive Officer of the Minerals Division
of Broken Hill Proprietary Ltd., a natural resources
company.
Director of Newmont Mining Corporation and SRI
International.
- ----------------------------------------------------------------------
JOSEPH P. FLANNERY (65)..................................... 1989
Chairman, President and Chief Executive Officer of
Uniroyal Holding, Inc., a holding company.
Director of Newmont Mining Corporation, APS Holding
Corporation, Arvin Industries, Inc., Ingersoll-Rand
Company, K-Mart Corporation and The Scotts Company.
- ----------------------------------------------------------------------
LEO I. HIGDON, JR. (51)..................................... 1995
President of Babson College since July 1997; formerly Dean
and Charles C. Abbott Professor of the Darden Graduate
School of Business Administration at the University of
Virginia from October 1993 to June 1997; Vice Chairman
of Salomon Brothers Inc, an investment banking firm,
and Co-head of the global investment banking division
of Salomon Brothers Inc, prior thereto.
Director of Newmont Mining Corporation, Crompton & Knowles
Corporation and Bestfoods.
- ----------------------------------------------------------------------
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
- ----------------------------------------------------------------------
<S> <C>
THOMAS A. HOLMES (74)....................................... 1989
Retired Chairman and Chief Executive Officer of
Ingersoll-Rand Company, a manufacturer of machinery.
Director of Newmont Mining Corporation and W. R. Grace &
Co.
- ----------------------------------------------------------------------
GEORGE B. MUNROE (76)....................................... 1997
Retired Chairman and Chief Executive Officer of Phelps
Dodge Corporation, a natural resources company.
Director of Newmont Mining Corporation.
- ----------------------------------------------------------------------
ROBIN A. PLUMBRIDGE (62).................................... 1989
Retired Chairman of Gold Fields of South Africa Limited, a
natural resources company; Chief Executive Officer
thereof from December 1980 to September 1995.
Director of Newmont Mining Corporation and Standard Bank
Investment Corporation.
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ROBERT H. QUENON (69)....................................... 1988
Mining Consultant; Chairman of the Federal Reserve Bank of
St. Louis from January 1993 to December 1995.
Director of Laclede Steel Company and Union Electric
Company.
- ----------------------------------------------------------------------
MOEEN A. QURESHI (67)....................................... 1994
Chairman of Emerging Markets Partnership, a private
investment management company, since June 1992; Prime
Minister of Pakistan from July 1993 to October 1993.
Director of Newmont Mining Corporation.
- ----------------------------------------------------------------------
MICHAEL K. REILLY (65)...................................... 1994
Chairman of Zeigler Coal Holding Company, a coal producer;
Chief Executive Officer thereof from 1983 to December
1994.
Director of Newmont Mining Corporation.
- ----------------------------------------------------------------------
JEAN HEAD SISCO (72)........................................ 1997
Partner of Sisco Associates, a management consulting firm.
Director of Newmont Mining Corporation, Chiquita Brands
International, K-Tron International, Inc., American
Funds Series II Tax Exempt, The Neiman Marcus Group,
Inc. and Textron Inc.
- ----------------------------------------------------------------------
JAMES V. TARANIK (57)....................................... 1986
President of Desert Research Institute, University and
Community College System of Nevada, an environmental
research organization; Professor of Geology and
Geophysics at the University of Nevada, Reno and Arthur
Brant Chair of Geology and Geophysics at the University
of Nevada.
- ----------------------------------------------------------------------
WILLIAM I. M. TURNER, JR. (69).............................. 1989
Chairman and Chief Executive Officer of EXSULTATE INC., a
holding company.
Director of Newmont Mining Corporation, Proudfoot PLC and
Schroders PLC.
- ----------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ALL OF
THE FOREGOING NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY
CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
STOCK OWNERSHIP. As of March 5, 1998, all directors and executive officers
of the Company as a group beneficially owned 58,028 shares of the Company's
common stock, constituting in the aggregate less than 1% of the Company's
outstanding common stock. Unless otherwise noted, the nature of beneficial
ownership of all such shares is sole voting and investment power. As of March 5,
1998, all directors and executive officers of
3
<PAGE> 6
the Company as a group beneficially owned 991,690 shares of common stock of
Newmont Mining, constituting in the aggregate less than 1% of Newmont Mining'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 Company and the
number of shares of common stock of Newmont Mining beneficially owned by the
Company's directors and executive officers as of March 5, 1998:
<TABLE>
<CAPTION>
NAME OF SHARES OF COMPANY SHARES OF NEWMONT MINING
BENEFICIAL OWNER COMMON STOCK OWNED COMMON STOCK OWNED
---------------- ------------------ ------------------------
<S> <C> <C>
Rudolph I.J. Agnew(2)....................................... 2,500 2,496
J.P. Bolduc(2).............................................. 2,500 -0-
Ronald C. Cambre............................................ 12,657 312,013(1)
James T. Curry, Jr.......................................... 625 1,376
John A. S. Dow.............................................. 1,496 34,006(1)
Joseph P. Flannery.......................................... 2,500 2,745
Donald W. Gentry(2)......................................... 625 -0-
Eric Hamer.................................................. -0- 54,221(1)
Leo I. Higdon, Jr........................................... 1,875 -0-
Thomas A. Holmes............................................ 2,500 6,948
Patrick M. James(2)......................................... 938 27,816
Lawrence T. Kurlander....................................... 2,957 66,091(1)
George B. Munroe............................................ 625 2,089(3)
Wayne W. Murdy.............................................. 3,800 87,755(1)
Robin A. Plumbridge......................................... 2,500 2,496
Robert H. Quenon............................................ 2,800 374
Moeen A. Qureshi............................................ 2,500 -0-
Michael K. Reilly........................................... 2,500 10,000
Jean Head Sisco............................................. 625 1,471
James V. Taranik............................................ 2,600 124
William I. M. Turner, Jr.................................... 2,500 8,000
All directors and executive officers as a group, including
those named above (43 persons)............................ 58,028 991,690(1)
</TABLE>
- ---------------
(1) Includes 307,221 shares, 34,006 shares, 52,424 shares, 64,291 shares, 76,023
shares and 878,937 shares which Messrs. Cambre, Dow, Hamer, Kurlander, Murdy
and all directors and executive officers as a group, respectively, have the
right to acquire on or within 60 days after March 5, 1998 by the exercise of
options granted by Newmont Mining.
(2) Not standing for election as a director at the Annual Meeting of
Stockholders.
(3) Includes 519 shares owned by Mr. Munroe's spouse as to which he disclaims
beneficial ownership.
DIRECTORS' FEES, COMMITTEES AND MEETINGS. Directors who are neither
officers nor employees of the Company, Newmont Mining or any of the Company's
subsidiaries are entitled to receive $25,000 per annum for serving as directors
on the Board of Directors. All directors are entitled to receive an attendance
fee of $1,000 per meeting of the Board of Directors. Each director who is
neither an officer nor an employee of the Company, Newmont Mining or any of the
Company's subsidiaries is entitled to receive an attendance fee of $750 per
meeting of a committee of which he or she is a member and $1,000 per meeting in
the case of the Chairman of the committee.
In addition, pursuant to Newmont Gold's Directors' Stock Award Plan,
directors who also serve on the Board of Directors of Newmont Gold and who are
not employees of the Company, Newmont Mining or any of the Company's
subsidiaries receive 625 shares of common stock of Newmont Gold annually on the
date of their election or re-election at Newmont Gold's Annual Meeting of
Stockholders. If a person who is not an employee of the Company, Newmont Mining
or any of the Company's subsidiaries becomes a director in any year, after
Newmont Gold's Annual Meeting of Stockholders held in such year, such person
will receive 625 shares of common stock of Newmont Gold on the effective date of
such person's election as a director of Newmont Gold. Shares awarded under the
plan may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by the director until the earliest of (i) the expiration of five
years after the date of receipt of such shares by the director, (ii) the date
the participating person ceases to be a director by reason of death or
disability, or (iii) the later of (a) the date the participating person ceases
to be a director for any
4
<PAGE> 7
reason other than death or disability or (b) the expiration of six months after
the date of receipt of such shares by the director.
On retirement from the Board of Directors at any time after attaining age
65, a director who is not entitled to a pension under Newmont Gold's Pension
Plan (i.e., a director who has not been an officer or employee of the Company,
Newmont Mining or any of the Company's subsidiaries) and who has served for at
least ten consecutive years as a director of the Company or Newmont Mining is
entitled to be paid an annual sum of $20,000 and an amount equal to the per
annum fee paid to him in his capacity as a director during his final year of
service on the Board of Directors of the Company or Newmont Mining, in each
case, for life.
During 1997, the Board of Directors held 10 meetings and each incumbent
director attended more than 75% of all meetings of the Board of Directors and
committees of the Board of Directors on which he or she served for the period
during which he or she was a member, except Messrs. Higdon and Qureshi, who
attended 71% and 73%, respectively, of all meetings of the Board of Directors
and committees of the Board of Directors on which such persons served for the
period during which such persons were members.
The Board of Directors has, in addition to other standing committees,
audit, compensation and nominating committees. Members of these three committees
are not, and have not been, officers or employees of the Company, Newmont Mining
or any of the Company's subsidiaries. The members of these committees are:
<TABLE>
<CAPTION>
AUDIT COMPENSATION NOMINATING
----- ------------ ----------
<S> <C> <C>
J. P. Bolduc(2) Joseph P. Flannery(1) Joseph P. Flannery
James T. Curry, Jr. Thomas A. Holmes Leo I. Higdon, Jr.
Robin A. Plumbridge Robin A. Plumbridge Thomas A. Holmes(1)
Robert H. Quenon(1) Jean Head Sisco George B. Munroe
Moeen A. Qureshi William I. M. Turner, Jr. William I. M. Turner, Jr.
Michael K. Reilly
James V. Taranik
</TABLE>
- ---------------
(1) Chairman
(2) Mr. Bolduc is not standing for election as a director at the Annual Meeting
of Stockholders
AUDIT COMMITTEE. The Audit Committee recommends independent public
accountants to act as auditors for the Company for consideration by the Board of
Directors, reviews the Company's financial statements, confers with the
independent public accountants with respect to the scope and results of their
audit of the Company's financial statements and their reports thereon, reviews
the Company's accounting policies, tax matters and internal controls, and
oversees compliance by the Company with requirements of the Financial Accounting
Standards Board and federal regulatory agencies. The Audit Committee also
reviews non-audit services furnished to the Company by the independent public
accountants, primarily consultation on tax matters and business advisory
services. Access to the Audit Committee is given to the Company's Controller and
Vice President, Internal Audit. During 1997, the Audit Committee held two
meetings.
COMPENSATION COMMITTEE. Each of the Company's Compensation Committee and
the Compensation Committee of Newmont Mining is responsible to its respective
Board of Directors and by extension to the stockholders of the Company or
Newmont Mining, as the case may be, for approving and administering the policies
which govern annual compensation and incentive programs for the Company's and
Newmont Mining's executive officers and other key employees. During 1997, the
Compensation Committee held five meetings.
NOMINATING COMMITTEE. The Nominating Committee's function is to propose to
the Board of Directors slates of directors to be elected at the Annual Meetings
of Stockholders (and any directors to be elected by the Board of Directors to
fill vacancies) and slates of officers to be elected by the Company's Board of
Directors. During 1997, the Nominating Committee held four meetings. The
Nominating Committee will consider for nomination to become directors any
persons recommended by stockholders. Recommendations may be submitted to the
Nominating Committee in care of the Secretary of the Company at 1700 Lincoln
Street, Denver, Colorado 80203.
5
<PAGE> 8
CONTRACTUAL ARRANGEMENTS WITH NEWMONT MINING
The Company's taxable income is included in the consolidated federal income
tax return of Newmont Mining, filed by Newmont Mining as parent, and certain
other state income tax returns filed by Newmont Mining on a combined,
consolidated or unitary basis. Effective January 1, 1994, Newmont Mining and the
Company entered into a new tax sharing agreement for the allocation of federal,
state and foreign income taxes.
Under the agreement, the Company has succeeded to all Newmont Mining
federal, state and foreign income tax attributes existing as of December 31,
1993, and has assumed all Newmont Mining liabilities for federal, state and
foreign income taxes, interest and penalties attributable to tax periods ending
on or before December 31, 1993.
For all tax periods beginning after December 31, 1993, the Company
determines its federal, state and foreign income tax liability on a separate
return basis, which included the taxable income, loss, credits and other
relevant tax items attributable to all members of the Newmont Mining
consolidated, combined or unitary group that are owned directly or indirectly by
the Company.
Consistent therewith, the Company pays to Newmont Mining the greater of
regular corporate income tax or the corporate alternative minimum tax, as
applicable, computed on a separate return basis, including interest and
penalties. The Company tenders payment to Newmont Mining no later than the time
the Company is required to pay income tax to the Internal Revenue Service or the
relevant state or foreign taxing authorities had the Company filed on a separate
return basis.
Newmont Mining, in turn, pays to the Company amounts equal to the refunds
the Company would have been entitled to received had the Company filed separate
company returns, including interest and rebate of penalties. Newmont Mining
tenders payment to the Company no later than the time the Company is entitled to
receive tax refunds from the Internal Revenue Service or the relevant state or
foreign taxing authorities had the Company filed on a separate return basis.
The Company may deduct net operating losses from federal, state or foreign
taxable income as determined on a separate return basis. Such loss will be given
effect only to the extent that the losses reduced the actual tax liability of
the consolidated, combined or unitary group, or resulted in an actual refund of
tax to the group. Newmont Mining's obligation will not extend to any interest on
such taxes.
In the event that the Company fails to satisfy its obligations regarding
payment of federal, state or foreign income taxes, interest and penalties under
the agreement, Newmont Mining can seek payment of such obligations from any
member of the Newmont Mining consolidated or combined group that is owned
directly or indirectly by the Company.
6
<PAGE> 9
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 Company's and Newmont Mining's four most highly compensated executive
officers, other than the Chief Executive Officer, for services rendered in all
capacities to the Company, Newmont Mining and the Company's subsidiaries in
1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------- ------------------------
AWARDS
------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#) COMPENSATION(1)
------------------ ---- -------- ---------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre....................... 1997 $628,333(2) $1,015,917 $ -0- 500,000 $9,000
Chairman, President and 1996 567,000(2) 393,977 206,023 25,000 9,000
Chief Executive Officer 1995 513,000(2) 332,553 167,447 -0- 9,000
Wayne W. Murdy......................... 1997 301,666 383,370 66,573(3) 21,000 9,000
Executive Vice President 1996 277,083 136,558 59,009 10,000 9,000
and Chief Financial Officer 1995 245,500 138,643 52,131 -0- 9,000
Lawrence T. Kurlander.................. 1997 257,500 327,187 56,768(3) 20,000 9,000
Senior Vice President, 1996 243,333 119,603 51,516 10,000 9,000
Chief Administrative Officer 1995 223,333 111,895 47,416 -0- 9,000
John A. S. Dow......................... 1997 218,000 288,145 50,794(3) 20,000 9,000
Senior Vice President, 1996 176,750 82,680 60,588(4) 10,620 -0-
Exploration 1995 140,000 42,991 -0- 6,240 -0-
Eric Hamer............................. 1997 230,250 213,268 34,800(3) 11,000 9,000
Vice President and Senior 1996 212,750 117,000 -0- 8,000 9,000
Project Executive, Indonesia 1995 175,641 51,048 -0- -0- 9,000
</TABLE>
- ---------------
(1) Newmont Gold's contributions and credits to its Retirement Savings Plan and
non-qualified supplemental Savings Equalization Plan.
(2) Includes director's fees of $20,000, $17,000 and $13,000 in 1997, 1996 and
1995, respectively.
(3) Value of Newmont Mining restricted common stock awarded under Newmont Gold's
Intermediate Term Incentive Compensation Plan for 1997. Dividends are
payable on the shares of restricted common stock awarded. These shares of
restricted common stock vest over a two-year period and were issued in March
1998 in the following amounts:
<TABLE>
<CAPTION>
#
-----
<S> <C>
Wayne W. Murdy.............................................. 2,484
Lawrence T. Kurlander....................................... 2,118
John A. S. Dow.............................................. 1,896
Eric Hamer.................................................. 1,299
</TABLE>
The number of shares and value of Newmont Gold restricted common stock held
by the named executive officers on December 31, 1997 were as follows:
<TABLE>
<CAPTION>
# $
----- -------
<S> <C> <C>
Ronald C. Cambre............................................ 8,177 240,199
Wayne W. Murdy.............................................. 2,419 71,058
Lawrence T. Kurlander....................................... 2,147 63,068
John A. S. Dow.............................................. 1,496 43,945
</TABLE>
On December 31, 1997, none of the named executive officers held any Newmont
Mining restricted common stock.
(4) In addition to 870 shares of Newmont Gold restricted common stock having a
value of $35,235 awarded to Mr. Dow under Newmont Gold's Annual Incentive
Compensation Plan for 1996, he was also given a special award of 626 shares
of Newmont Gold restricted common stock having a value of $25,353 in January
1997 on the same terms as those awarded under Newmont Gold's Annual
Incentive Compensation Plan. Such special award was in recognition of his
contributions to the success of Newmont Gold's exploration activities in
1996 and prior years and Mr. Dow's promotion to Senior Vice President,
Exploration of the Company and Newmont Mining.
7
<PAGE> 10
STOCK OPTIONS. The following table contains information concerning the
grant of stock options in 1997 under Newmont Mining's 1996 Employees Stock Plan
with respect to the named executive officers:
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS PARTICIPANTS PRICE EXPIRATION ----------------------------
NAME GRANTED(#) IN 1997 ($/SHARE) DATE 5% 10%
---- ---------- ------------ --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre................... 500,000(1) 31.20% 37.82 05/21/07 $11,892,397 $30,137,670
Wayne W. Murdy..................... 11,000(2) 0.69% 37.82 05/21/07 261,633 663,029
10,000(3) 0.62% 31.75 11/18/07 199,674 506,013
Lawrence T. Kurlander.............. 10,000(2) 0.62% 37.82 05/21/07 237,848 602,753
10,000(3) 0.62% 31.75 11/18/07 199,674 506,013
John A. S. Dow..................... 10,000(2) 0.62% 37.82 05/21/07 237,848 602,753
10,000(3) 0.62% 31.75 11/18/07 199,674 506,013
Eric Hamer......................... 6,000(2) 0.37% 37.82 05/21/07 142,709 361,652
5,000(3) 0.31% 31.75 11/18/07 99,837 253,007
</TABLE>
- ---------------
(1) Granted on May 21, 1997 and exercisable in five annual increments of 20%
each commencing December 31, 1997.
(2) Granted on May 21, 1997 and exercisable in four annual increments of 25%
each commencing May 21, 1998.
(3) Granted on November 18, 1997 and exercisable in four annual increments of
25% each commencing November 18, 1998.
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
concerning the exercise of Newmont Mining options in 1997 and unexercised
Newmont Mining options held at the end of 1997 with respect to the named
executive officers:
AGGREGATED OPTION EXERCISES IN 1997
AND 1997 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 1997 IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END(#) AT 1997 YEAR-END(1)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre................ -0- $-0- 294,721 532,317 $ -0- $-0-
Wayne W. Murdy.................. -0- -0- 71,023 70,932 -0- -0-
Lawrence T. Kurlander........... -0- -0- 59,291 69,932 -0- -0-
John A. S. Dow.................. -0- -0- 34,006 25,310 5,958 -0-
Eric Hamer...................... -0- -0- 52,424 41,959 -0- -0-
</TABLE>
- ---------------
(1) Market value of underlying Newmont Mining securities at year end ($29.375)
less the exercise price of "in-the-money" Newmont Mining options.
8
<PAGE> 11
PENSION PLANS. The following table shows the estimated pension benefits
payable to a covered participant at normal retirement age (62 years) under
Newmont Gold's qualified defined benefit pension plan (the "Pension Plan"), as
well as under its non-qualified 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 Company, Newmont Mining
and the Company's subsidiaries.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 500,000................................... $131,250 $175,000 $218,750 $ 262,500 $ 306,250
600,000................................... 157,500 210,000 262,500 315,000 367,500
700,000................................... 183,750 245,000 306,250 367,500 428,750
800,000................................... 210,000 280,000 350,000 420,000 490,000
900,000................................... 236,250 315,000 393,750 472,500 551,250
1,000,000.................................. 262,500 350,000 437,500 525,000 612,500
1,100,000.................................. 288,750 385,000 481,250 577,500 673,750
1,200,000.................................. 315,000 420,000 525,000 630,000 735,000
1,300,000.................................. 341,250 455,000 568,750 682,500 796,250
1,400,000.................................. 367,500 490,000 612,500 735,000 857,500
1,500,000.................................. 393,750 525,000 656,250 787,500 918,750
1,600,000.................................. 420,000 560,000 700,000 840,000 980,000
1,700,000.................................. 446,250 595,000 743,750 892,500 1,041,250
1,800,000.................................. 472,500 630,000 787,500 945,000 1,102,500
1,900,000.................................. 498,750 665,000 831,250 997,500 1,163,750
2,000,000.................................. 525,000 700,000 875,000 1,050,000 1,225,000
</TABLE>
A participant's remuneration covered by the Pension Plan is his or her
average annual base salary and bonus, including amounts paid in the form of
restricted stock (as reported in the Summary Compensation Table) for the 60
consecutive months in which the highest level of compensation was paid to the
participant during the last 120 months of the participant's career with the
Company, Newmont Mining and the Company's subsidiaries. The approximate years of
credited service as of the end of 1997 for each named executive officer is: Mr.
Cambre -- four years; Mr. Murdy -- five years; Mr. Kurlander -- four years; Mr.
Hamer -- 23 years; Mr. Dow -- 19 years. Benefits shown are computed on a
straight single life annuity basis beginning at age 62. Such amounts have not
been reduced for Social Security benefits.
OFFICERS' DEATH BENEFIT PLAN AND GROUP LIFE INSURANCE PROGRAM. Newmont Gold
has an Officers' Death Benefit Plan for the benefit of the named executive
officers and other executive officers of the Company, Newmont Mining and certain
of the Company's subsidiaries. The plan provides a death benefit of three times
annual base salary for an executive officer who dies while an active employee
and a death benefit of one times final annual base salary for an executive
officer who dies after retiring at or after normal retirement age. For
retirement prior to normal retirement age, the post-retirement death benefit is
30% to 100% of one times final annual base salary, depending on the number of
years to normal retirement age. Coverage under the Officers' Death Benefit Plan
is offset by group life insurance maintained for the benefit of all salaried
employees of the Company, and certain of the Company's subsidiaries.
EXECUTIVE AGREEMENTS. An agreement is currently in effect among the
Company, Newmont Mining and Mr. Cambre which provided for an initial 1994 annual
base salary of $500,000. The agreement provides that the Boards of Directors of
the Company and Newmont Mining may, at their discretion, increase Mr. Cambre's
base salary and that any such increased base salary made after January 1994
automatically becomes Mr. Cambre's minimum base salary thereafter. Mr. Cambre's
employment agreement is effective until his 62nd birthday, unless terminated
earlier as provided in the agreement. In the event Mr. Cambre's employment is
terminated other than for "cause" (as defined below) and without any breach by
Mr. Cambre of such agreement, he will be entitled to receive a lump sum payment
equal to twice his annual base salary for each 12-month period in the remaining
term of his employment (which will not exceed two years).
9
<PAGE> 12
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
Company's Severance Pay Plan) plus certain other severance benefits.
Any benefits to which Messrs. Cambre and Murdy may be entitled from Newmont
Gold's Severance Pay Plan (as described below) reduce the benefits due under
these arrangements.
SEVERANCE PAY PLAN. Each of the named executive officers participates in
Newmont Gold's Severance Pay Plan. Participants in the Severance Pay Plan with
at least one year of service (a) who have been continually employed by the
Company, Newmont Mining or one of the Company's subsidiaries or affiliates on
and after August 1, 1991, or (b) whose employment with the Company, Newmont
Mining or one of the Company's subsidiaries or affiliates is involuntarily
terminated other than for "cause" (as defined below) within 24 months after a
change in control (as defined in the Severance Pay Plan) of Newmont Mining
(other than those participants whose employment began on or after May 1, 1993)
are entitled to receive a minimum of the greater of (i) four weeks of salary (as
defined in the Severance Pay Plan), together with an additional two weeks of
salary for each year of service; or (ii) from nine to 78 weeks of salary
depending on the salary grade of the participant, calculated based on the
relevant participant's salary as of April 30, 1993. Each of the named executive
officers who are otherwise eligible for severance pay under clause (ii) above
would receive 52 weeks of salary. Participants whose employment began on or
after May 1, 1993 and whose employment is involuntarily terminated are entitled
to receive only the amount determined as set forth in clause (i) in the previous
sentence. Under the Severance Pay Plan, the maximum severance allowance benefit
payable to a participant calculated as set forth above is 104 weeks of such
participant's salary. In addition to the amount described above, each
participant is also entitled to a lump sum payment equal to Newmont Gold's
matching contribution that would have been made under Newmont Gold's Retirement
Savings Plan calculated in accordance with the relevant provisions of the
Severance Pay Plan and any accrued and unused vacation time. Participants under
the Severance Pay Plan are also entitled to certain fringe benefits, such as
coverage under Newmont Gold's medical and dental plans and life insurance plan,
as set forth in the Severance Pay Plan.
"Cause" as a basis for termination is generally limited to (i)
misappropriation of funds or property of the Company, Newmont Mining or the
Company's subsidiaries, (ii) conviction of a felony, (iii) obtaining personal
benefit from any transaction between the Company, Newmont Mining or the
Company's subsidiaries and a third party without the prior approval of such
benefit by the Board of Directors of the Company or of Newmont Mining, (iv)
obtaining a personal profit from the sale of the Company's, Newmont Mining's or
the Company's 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 Company 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 Company, Newmont Mining or
any of the Company's subsidiaries. Each of the Compensation Committees of the
Company and Newmont Mining is responsible to its respective Board of Directors
and by extension to the stockholders of the Company or Newmont Mining, as the
case may be, for approving and administering the policies which govern annual
compensation and incentive programs for the Company's and Newmont Mining's
executive officers and other key employees. The members of the Company's
Compensation Committee are also directors of Newmont Mining and serve on the
Newmont Mining Compensation Committee. The membership of the two Committees is
identical. The Company and Newmont Mining operate as a single economic unit and
all of the executive officers of the Company are also
10
<PAGE> 13
the executive officers of Newmont Mining. Newmont Gold pays all compensation
expenses of such employees. The following report reflects the compensation
philosophy and decisions of both Committees.
There are four elements to the Company's and Newmont Mining's executive
compensation program -- base salaries, annual incentives, intermediate-term
incentives and stock options. The Committees determined that in general the
value of the sum of these four elements, assuming certain performance-based
targets are met, should approach the 75th percentile for comparable positions in
the gold mining industry as set forth in the executive-level compensation
surveys described below as well as based on recommendations contained in a
report provided by an independent compensation consultant retained by Newmont
Gold.
BASE SALARIES. The base salaries for executive officers of the Company and
Newmont Mining, 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 Company and Newmont
Mining subscribe to and participate in surveys of executive-level compensation.
One of the surveys in which the Company and Newmont Mining participate is
devoted exclusively to the gold mining industry and includes information about
14 companies based in North America. This survey not only includes the six
companies that comprise the Standard & Poor's Gold Precious Metals Index shown
on the Company's Performance Graph below, but also includes a number of
companies which the Committees believe are more appropriate for comparison with
the Company and Newmont Mining for purposes of analyzing executive compensation.
The Company and Newmont Mining participate in other surveys as well, which cover
a wide range of industries and companies. Although many of the companies
included in these broader surveys are not capable of meaningful comparison with
the Company and Newmont Mining, the Company and Newmont Mining use such surveys
to identify general trends in executive compensation. Based on a review of such
survey information, the Committees believe that the base salaries of the
Company's and Newmont Mining's executive officers are at or slightly below the
median salaries for comparable positions in the gold mining industry. With
respect to Mr. Cambre's base salary, the Committees determined that his 1996
performance together with the acquisition and successful integration of Santa Fe
Pacific Gold Corporation ("Santa Fe") merited an increase of 18% in June 1997.
Mr. Cambre's last adjustment to his base salary was in January 1996. Such base
salary is consistent with the Company's and Newmont Mining's philosophy that
salaries be at approximately the median for comparable positions.
Base salary increases are made on the basis of changes in industry levels
as well as evaluated individual contribution and the Company's and Newmont
Mining's performance in the prior year. The 1997 base salary increases of the
named executive officers were in line with increases in base salaries for
comparable industry positions as reflected in the gold mining industry survey.
ANNUAL INCENTIVES. Annual incentive awards are made pursuant to Newmont
Gold's Annual Incentive Compensation Plan ("AICP"). The named executive officers
(and other participants at specified salary levels) are eligible to receive both
a unit performance bonus and a personal performance bonus. Unit performance
bonuses are paid in cash and are based upon the attainment of gold production
and cost of production goals established annually by the Newmont Gold Board on
the recommendation of its Compensation Committee. At year-end, actual cash costs
of production and actual production are compared with targeted costs and
production to determine a "unit performance percentage." Newmont Gold must
achieve a minimum percentage (designated by the Newmont Gold Board to be 85%)
before any bonuses based on unit performance can be made to participants in the
AICP. Unit performance bonuses are incrementally increased (or decreased) in
accordance with incrementally higher (or lower) performance percentages (with
the maximum percentage being 120%). In 1997, Newmont Gold achieved a maximum
unit performance percentage of 120%. In addition, the Newmont Gold Board
designated a minimum average price of gold per ounce that had to be realized
when the unit performance target was determined. No unit or personal performance
bonuses under the AICP could be paid for 1997 if Newmont Gold did not realize
such minimum average price of gold per ounce. In 1997, Newmont Gold met the
minimum average price of gold per ounce.
Personal performance bonuses are based upon an evaluation of a
participant's personal contribution to the Company and Newmont Mining and in
1997 were paid in cash. Prior to 1997 personal performance bonuses to the named
executive officers, except Mr. Hamer, were paid partly in cash and partly in the
form of restricted
11
<PAGE> 14
shares of Newmont Gold common stock. In 1997, personal performance awards to the
named executive officers and other AICP participants were based on certain
subjective factors such as the individual skills, experience and accomplishments
of the relevant executive officer, as well as such executive officers'
contributions to the positive economic results realized by the Company and
Newmont Mining during 1997. The Committees did not use any fixed weighting of
such factors in determining personal performance bonuses.
Participants in the AICP are assigned target awards as a percentage of
their base salary. Target awards increase at higher management levels to 100% of
base salary in the case of the Chief Executive Officer. The weighting of unit
performance and personal performance factors varies by participant, and in the
case of Mr. Cambre is approximately two-thirds unit performance and one-third
personal performance at target.
Mr. Cambre's total 1997 AICP bonus of $1,015,917 was equal to 167% of his
1997 base salary. Mr. Cambre's unit performance bonus of $815,167 (80% of such
total award) was based on a maximum unit performance percentage of 120% as
described above which, because of the incrementally higher bonus percentage,
resulted in a unit performance bonus equal to 200% of target. His personal
performance bonus of $200,750 (20% of such total award) was based on Mr.
Cambre's personal performance evaluation. In making this determination, the
Committees considered Mr. Cambre's vision and leadership which enabled the
Company and Newmont Mining to achieve the following positive results in 1997:
- Acquisition of Santa Fe;
- Successful and orderly integration of Santa Fe, including a reduction of
costs from the combined operations of $47 million;
- Record production of nearly 4 million equity ounces of gold, a 27%
increase from 1996;
- A 14% reduction in total cash costs to $187 per equity ounce of gold
produced; and
- Commencement of construction of the Batu Hijau project in Indonesia
following completion of $1 billion in project financing and conclusion of
sales contracts for 65% of the project's copper concentrate.
INTERMEDIATE-TERM INCENTIVES. In 1997, the Company established the Newmont
Gold Intermediate Term Incentive Compensation Plan ("ITIP") to provide incentive
compensation to the named executive officers (excluding Mr. Cambre) and to other
eligible participants. The ITIP is intended to reward eligible participants
based upon the attainment of objective financial and business goals over a
three-year period established annually by the Company's Compensation Committee.
Such goals relate to gold production, cost of production, proven and probable
gold ore reserves and earnings per share. Newmont Gold must achieve certain
minimum results before any ITIP bonuses can be paid. ITIP bonuses are
incrementally increased or decreased, as the case may be, depending on actual
results. With respect to 1997, the payout percentage was 179%, based on 1997
results only. Bonuses are paid one-half in cash and one-half in the form of
restricted common stock of either the Company or Newmont Mining. Such shares
vest over two years. During such period, a recipient has the right to vote such
shares and to receive dividends. Once fully vested, a recipient has all the
rights of full ownership. However, such shares may not, in general, be sold or
transferred for a period of five years following the year for which such shares
were awarded. Participants in the ITIP are assigned target awards as a
percentage of their base salary. For 1997, these target percentages ranged from
7% to 28%. Actual payouts for 1997 exceeded these percentages since, as stated
above, actual results exceeded target performance.
STOCK OPTIONS. The fourth element of executive compensation, stock options,
is long-term in nature and is designed to link executive rewards with
stockholder value over time. In 1997, Newmont Mining's Compensation Committee,
which is also responsible for administering Newmont Mining's stock option plans,
reinstated its practice of making semi-annual stock option grants to Messrs.
Murdy and Kurlander. With respect to Mr. Cambre, the Committee determined that,
in lieu of participation in Newmont Gold's ITIP, he be granted a special onetime
option grant for 500,000 shares of Newmont Mining's common stock. The Committees
believed that in this case the Chief Executive Officer would more closely be
aligned with the interests of the stockholders over a long period of time.
12
<PAGE> 15
In January 1998, Newmont Mining's Compensation Committee awarded special
stock option grants to Messrs. Cambre, Murdy, Kurlander and Dow in recognition
of their individual contribution to the acquisition and successful integration
of Santa Fe in 1997. Such awards were also intended to provide a strong
incentive to increase the value of the Company and Newmont Mining and to
recognize such individuals' potential future impact on the attainment of the
Company's and Newmont Mining's mutual long-term goals and objectives.
POLICIES WITH RESPECT TO TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Under
the Revenue Reconciliation Act of 1993, Section 162 of the Internal Revenue Code
was amended to eliminate, with certain exceptions, the deduction for certain
compensation in excess of $1 million to any named executive officer, including
the Chief Executive Officer. The Committees believe that Newmont Mining's stock
plans may comply with the exceptions to this limitation. It is possible that
payments made from time to time under Newmont Gold's AICP could constitute
non-deductible compensation expenses. Altering the AICP to assure full
deductibility of compensation, however, could inhibit the Committees' ability to
adjust performance criteria as they deem appropriate. The Committees believe
that Newmont Gold's ITIP complies with the exception to this limitation. Because
the Committees do not currently anticipate any significant increase in tax
liability to the Company or Newmont Mining as a result of the Section 162
amendments, the Committees have not altered their approach to setting incentive
compensation in response to such amendments. Should the compensation levels of
the Chief Executive Officer or any of the other named executive officers
materially affect the Company's or Newmont Mining's tax position in the future,
the Committees will consider establishing performance criteria that will allow
the Company and Newmont Mining to avail themselves of all appropriate tax
deductions.
SUMMARY. The Committees believe that the combination of competitive base
salaries, annual incentives paid in cash, intermediate-term incentives paid
partially in cash and restricted stock and stock options represents a highly
motivational and effective senior executive compensation program that works to
attract and retain talented executives and strongly aligns the interests of
senior management with those of the stockholders of Newmont Gold and Newmont
Mining in achieving over time above average long-term returns on investment.
Submitted by the Compensation Committee of the Newmont Gold Board:
<TABLE>
<S> <C>
Joseph P. Flannery, Chairman Jean Head Sisco
Thomas A. Holmes William I.M. Turner, Jr.
Robin A. Plumbridge
</TABLE>
13
<PAGE> 16
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
The following graph assumes a $100 investment on December 31, 1992 in each
of the Company's common stock, the S&P 500 Index and the S&P Gold Precious
Metals Index.
CUMULATIVE VALUE OF A $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
NEWMONT
MEASUREMENT PERIOD GOLD S&P 500 S&P GOLD
(FISCAL YEAR COVERED) COMPANY INDEX INDEX*
--------------------- ------- ------- --------
<S> <C> <C> <C>
1992 100 100 100
1993 146 110 183
1994 112 112 148
1995 139 153 167
1996 140 189 165
1997 96 252 109
</TABLE>
*Barrick Gold Corporation, Battle Mountain Gold Company, Echo Bay Mines Ltd.,
Homestake Mining Company, Newmont Mining and Placer Dome, Inc.
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and holders of greater than 10% of the
Company's outstanding common stock to file initial reports of their ownership of
the Company'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 Company and written
representations from the Company's executive officers and directors that no
Forms 5 were required, the Company believes that all Section 16(a) filing
requirements were complied with in 1997, except for Patricia A. Flanagan who
reported one transaction late on a subsequently filed Form 4.
PROPOSAL NO. 2 -- APPROVAL OF THE COMPANY'S
ANNUAL INCENTIVE COMPENSATION PLAN
The Company's Annual Incentive Compensation Plan ("AICP"), which was
originally effective January 1, 1987 and amended from time to time, was amended
and restated in its entirety effective January 1, 1997 and adopted by the
Company's Board of Directors on January 29, 1997. Approval of the AICP by a
majority of the votes cast at the Annual Meeting of Stockholders on May 7, 1998
is required in order to satisfy certain regulatory requirements and to authorize
payments to certain designated employees, as described below.
14
<PAGE> 17
The Board recommends that the stockholders of the Company approve the AICP.
A copy of the AICP is available for inspection at the principal executive
offices of the Company. The principal features of the AICP are summarized below,
but this summary is qualified in its entirety by reference to the complete text
of the AICP.
SUMMARY. The AICP is intended to provide annual incentive compensation to
eligible employees based in part upon the attainment of objective business goals
established annually by the Company's Compensation Committee (the "Committee")
and in part upon individual and "team" performance. The AICP contains certain
limitations on the amount of bonus that may be paid to certain specified
employees.
ADMINISTRATION. The Committee will administer the AICP and will establish
the "targeted production" and "targeted defined cost per ounce" (as defined
below) for each calendar year for purposes of calculating the "unit performance
bonus" (as defined below). The Committee may exclude certain employees from
eligibility for participation. The Committee may establish, amend, waive and
rescind rules, regulations and guidelines for the administration of the AICP.
The Committee is responsible for interpreting the AICP and for making all
determinations with respect to the payment of bonuses to eligible employees
under the AICP. The Committee is required to certify in writing each year, prior
to the payment of any unit performance bonus to an employee whose compensation
is subject to the deduction limitations of section 162(m) of the Code, that the
various performance objectives used for the calculation of the bonus have been
attained and to take any other action required in order to qualify for the
exemption from the limitation on deductibility of certain compensation amounts
for Federal income tax purposes. (See, "Certain Federal Income Tax Consequences"
below).
PARTICIPATION. All employees of the Company (and any affiliated entity that
is covered under the AICP as determined by the Company) in specified pay grades
will be eligible to receive a bonus under the AICP if they are employed on the
last day of the relevant year or have terminated employment because of death,
retirement, disability or other circumstances approved by the Company's Vice
President, Human Resources. The Committee may, however, exclude any employee
from eligibility for participation under the AICP.
DETERMINATION OF AICP BONUS PAYMENTS. In General. Three different bonuses
may become payable each calendar year under the provisions of the AICP, the
"unit performance bonus", the "personal performance bonus" and the "team
performance bonus". The criteria for eligibility to receive each such bonus and
the methodology used to determine the amount of each bonus are described below.
Unit Performance Bonus. The "unit performance bonus" payable for any
calendar year is based upon a formula that measures the actual gold production
for the year against the targeted gold production for the year and the targeted
cost per ounce of producing gold for the year against the actual cost per ounce
of producing gold for that year. The targeted gold production and the targeted
cost per ounce of producing gold for each year is established by the Committee.
The following formula is used to determine the "unit performance percentage" for
purposes of the unit performance bonus: one plus (actual production minus
targeted production) divided by targeted production times one plus (targeted
cost per ounce minus actual cost per ounce) divided by targeted cost per ounce
equals unit performance percentage. Each eligible employee is assigned to a
"unit" for each year. The unit performance percentage, as determined above, must
be at least 85% for the year before any unit performance bonus will be payable.
The unit performance percentage is then converted into the "unit performance
bonus as a percent of target" pursuant to a schedule contained in the AICP, with
100% applying in the case of a unit performance percentage of 100%(targeted) and
a maximum percentage of 200% applying if the unit performance percentage is 120%
or greater. The percentage derived from the "unit performance bonus as a percent
of target" schedule is then multiplied by the "target unit performance level"
percentage established for each pay grade and the salary of each eligible
employee in that pay grade is then multiplied by that resulting percentage to
determine the unit performance bonus of the eligible employee. The maximum
percentage of salary that an employee could receive as a unit performance bonus
is 134% of the employee's salary and the maximum unit performance bonus that may
be paid to an employee whose compensation is subject to the deduction limitation
of section 162(m) of the Code (see, "Certain Federal Income Tax Consequences"
below) is $3,000,000. The "salary" of each employee for purposes of calculating
the AICP bonus is equal to the employee's actual base earnings for the year,
provided
15
<PAGE> 18
that the "salary" of an employee whose compensation is subject to the deduction
limitation of section 162(m) of the Code cannot exceed the annualized base
salary of the employee as of the first day of the applicable calendar year. If
an employee's pay grade changes during the year, the AICP bonus will be
calculated using a pro ration of the target unit performance level percentage
applicable to the pay grades assigned to the employee during the year. However,
if an employee's compensation is subject to the deduction limitations of section
162(m) of the Code (see, "Certain Federal Income Tax Consequences" below), the
target unit performance level percentage will be based upon the lesser of the
employee's pay grade as of the first day of the year or such changed pay grade
as may be assigned to the employee during the year.
Personal Performance Bonus. The AICP also provides for the payment of
"personal performance bonuses" based upon the personal performance level of each
eligible employee as determined by each employee's supervisor. The personal
performance bonus for the Company's Chief Executive Officer is determined by the
Committee. Based upon each employee's evaluated personal performance level, the
employee is assigned a personal performance percentage that is then multiplied
by a "target personal performance level" assigned to each pay grade. The largest
percentage of salary that may be paid as a personal performance bonus is 66% of
salary. The salary and pay grade of each employee are determined as described
above under "Unit Performance Bonus."
Team Performance Bonus. The AICP provides for the payment of a "team
performance bonus" to employees who are designated as members of an exploration
team, a project engineering team or other specified team. Based upon the extent
to which specified objectives established through the Company's performance
management system have been achieved, each team will be assigned a "team
performance level" of between 0%-200%. If the "team performance level" of a team
is less than 25%, the employees assigned to that team will not receive a team
performance bonus. The percentage derived from the team performance level is
then multiplied by the "target team performance level" for each eligible
employee, based upon his or her pay grade, and the product of that computation
is then multiplied by the employee's salary to determine that employee's team
performance bonus. Unless the Committee determines otherwise, if the team
performance bonuses payable to all employees of the Company in certain pay
grades exceeds the amount that would be payable to all such employees if the
"team performance percentages" were 100% for all such employees, the amount of
such excess will be deducted pro rata from the team performance bonus payable to
each employee whose team performance percentage exceeds 100%. The salary and pay
grade of each employee are determined as described above under "Unit Performance
Bonus".
Limitation on Certain Payments. The AICP contains several limitations on
the amounts that may be paid to certain employees. First, no employee whose
compensation is subject to the deduction limitation of section 162(m) of the
Code (see, "Certain Federal Income Tax Consequences" below) may receive payment
of a unit performance bonus with respect to a year in excess of $3,000,000.
Second, if any such employee's pay grade changes during a year, the pay grade
used to compute the bonus under the AICP would be the lesser of the pay grade of
the employee on the first day of the year or the changed pay grade assigned to
the employee during the year. In addition, the salary of such employee used for
purposes of computing the AICP bonus may not exceed the employee's annualized
base salary on the first day of the year. Finally, no portion of the unit
performance bonus may be paid under the AICP to an employee to the extent that
such payment would be nondeductible under the provisions of section 162(m) of
the Code unless and until the shareholders of the Company have approved the AICP
and the material goals established under the AICP in accordance with the
requirements of section 162(m) of the Code and the Regulations thereunder.
Bonuses are generally not payable under the AICP unless the average price of
gold realized by the Company for a year is equal to or greater than a minimum
gold price established by the Committee with respect to that year.
Form of Payment. Bonuses payable under the AICP are paid in cash in a
single lump sum.
Deferral of Certain Payments. The AICP provides that the Committee may
defer the payment of certain bonuses under the AICP if the payment of such
amounts would exceed the compensation deduction limitation established by
section 162(m) of the Code. Any amounts deferred will be paid to the participant
in the first calendar year following deferral in which the deduction of such
amounts will not be subject to the limitations of section 162(m) of the Code.
Any amount deferred will be credited with interest during the period of
16
<PAGE> 19
deferral at a rate equal to the Chase Manhattan Bank (National Association)
prime rate from time to time. In the event of a "Change in Control" (as defined
below), any amounts previously deferred will be paid to the applicable
participant as soon as practicable following the date of the change in control.
CHANGE IN CONTROL. In the event of a "Change in Control", each participant
in the AICP would become entitled to the payment of a bonus based upon the
amount payable at the maximum percentage for the unit performance bonus, the
personal performance bonus and the team performance bonus, respectively. A
"Change in Control" for purposes of the AICP means any of the following: (a) any
person becomes the beneficial owner, directly or indirectly, of 20% or more of
the combined voting power of either the Company or Newmont Mining and a majority
of the applicable "Incumbent Board" has not approved the acquisition before the
acquisition occurs; or (b) three or more directors of the Company or Newmont
Mining, whose election or nomination for election is not approved by a majority
of the Incumbent Board, are elected within a single 12 month period to serve on
the Board of either the Company or Newmont Mining; or (c) members of the
applicable Incumbent Board cease to constitute a majority of the Board or the
Board of Newmont Mining. For this purpose, "Incumbent Board" means (i) members
of the Board on January 1, 1997, to the extent they continue to serve as members
of the Board, and (ii) any individual who becomes a member of the Board after
January 1, 1997 if such individual's election and nomination for election as a
director was approved by a vote of at least 75% of the then applicable Incumbent
Board.
AMENDMENT AND TERMINATION OF THE AICP. The Board may, from time to time,
amend, alter, suspend or terminate the AICP.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Under section 162(m) of the Code,
the Company may be limited as to Federal income tax deductions to the extent
that total annual compensation in excess of $1,000,000 is paid to the Chief
Executive Officer of the Company or any one of the other four highest paid
executive officers who are employed by the Company on the last day of the
taxable year. However, certain "performance-based compensation", the material
terms of which are disclosed to and approved by the Company's stockholders, is
not subject to this limitation on deductibility. The Company has structured the
AICP with the intention that the unit performance bonus would be qualified
performance-based compensation and would be deductible without regard to the
limitations otherwise imposed by section 162(m) of the Code.
17
<PAGE> 20
The following table sets forth the benefits payable to the specified
individuals and groups with respect to 1997 in accordance with the provisions of
the AICP.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
ANNUAL INCENTIVE COMPENSATION PLAN
----------------------------------
NAME AND PRINCIPAL POSITION DOLLAR VALUE ($)
- --------------------------- ----------------
<S> <C>
Ronald C. Cambre,........................................... 1,015,917
Chairman, President and
Chief Executive Officer
Wayne W. Murdy,............................................. 316,749
Executive Vice President
and Chief Financial Officer
Lawrence T. Kurlander,...................................... 270,375
Senior Vice President,
Chief Administrative Officer
John A.S. Dow,.............................................. 237,300
Senior Vice President, Exploration
Eric Hamer.................................................. 178,420
Vice President and Senior Project
Executive, Batu Hijau
Executive Officer Group (27 persons, including those named
above).................................................... 4,193,069
Non-Executive Director Group................................ -0-
Non-Executive Officer Employee Group (4,467 persons)........ 16,108,704
</TABLE>
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. 3 -- APPROVAL OF THE COMPANY'S
INTERMEDIATE TERM INCENTIVE COMPENSATION PLAN
The Company's Intermediate Term Incentive Compensation Plan ("ITIP") was
adopted by the Board of Directors on January 29, 1997. Approval of the ITIP by a
majority of the votes cast at the Annual Meeting of Stockholders on May 7, 1998
is required in order to satisfy certain regulatory requirements and to authorize
payments to certain designated employees, as described below.
The Board recommends that the stockholders of the Company approve the ITIP.
A copy of the ITIP is available for inspection at the principal executive
offices of the Company. The principal features of the ITIP are summarized below,
but this summary is qualified in its entirety by reference to the complete text
of the ITIP.
SUMMARY. The ITIP is intended to provide incentive compensation to eligible
employees based upon the attainment of objective financial and business goals
established annually by the Company's Compensation Committee (the "Committee").
Under the ITIP, performance objectives are established by the Committee for two
primary components -- "management effectiveness" (consisting of gold production,
cost of production and proven and probable gold ore reserves) and earnings per
share of the Company. Depending upon the extent to which the performance
objectives are satisfied, bonuses may become payable to eligible employees
one-half in cash and one-half in restricted common stock of the Company or
Newmont Mining. The restricted stock vests and becomes non-forfeitable over a
two year period following the grant of the stock, subject to earlier vesting in
certain events. The ITIP contains certain limitations on the amount of bonus
that may be paid to any employee and on the amount of bonus that may be paid to
certain specified employees.
ADMINISTRATION. The Committee will administer the ITIP and will establish
the levels of performance required for each operating cycle or "Performance
Period" (as defined below) of the ITIP. The Committee
18
<PAGE> 21
may exclude certain employees from eligibility for participation. The Committee
may establish, amend, waive and rescind rules, regulations and guidelines for
the administration of the ITIP. The Committee is responsible for interpreting
the ITIP and for making all determinations with respect to the payment of
bonuses to eligible employees under the ITIP. The Committee is required to
certify in writing each year, prior to the payment of any amounts pursuant to
the ITIP, that the various performance objectives used for the calculation of
the payments have been attained and to take any other action required in order
to qualify for the exemption from the limitation on deductibility of certain
compensation amounts for Federal income tax purposes. (See, "Certain Federal
Income Tax Consequences" below).
PARTICIPATION. All employees of the Company (and any affiliated entity that
is covered under the ITIP as determined by the Company) in specified pay grades
will be eligible to receive a bonus under the ITIP if they are employed on the
last day of the relevant year or have terminated employment because of death,
retirement, disability or other circumstances approved by the Company's Vice
President, Human Resources. The Committee may, however, exclude any employee
from eligibility for participation under the ITIP. At the present time, the
Committee has determined that the Chief Executive Officer, Mr. Cambre, will not
participate in the ITIP. All of the other executive officers of the Company are
eligible to receive bonuses under the ITIP.
DETERMINATION OF ITIP BONUS PAYMENTS. Performance Objectives. The
determination of whether, and to what extent, any bonuses are payable under the
ITIP with respect to any Performance Period is based upon the extent to which
the targets established by the Committee with respect to the various "Measures
of Performance" have been attained for the Performance Period. The Measures of
Performance are (i) the "Management Effectiveness Factor", which consists of the
"Production Factor", the "Total Cost Factor" and the "Total Reserves Factor" and
(ii) the "Earnings Factor". The Committee establishes the target, outstanding,
excellent and threshold levels for the production of gold, the cost per ounce of
gold produced, the total equity ounces of gold in proven and probable gold
reserves and the earnings per share of the Company for each Performance Period.
The extent to which the targets for each of those four Factors is achieved
determines the multiplier that is then used to calculate the ITIP bonus for each
participant. The multiplier for outstanding performance is three, the multiplier
for excellent performance is two, the multiplier for target performance is one,
the multiplier for threshold performance is zero, and the multiplier for
unacceptable performance is minus one. If the performance Factor with respect to
any Measure of Performance falls below the threshold performance level, a
negative performance Factor for that Measure of Performance is created and there
must be positive performance Factors attributable to the other objectives in
order for there to be an ITIP bonus. Each participant's ITIP bonus is calculated
by multiplying his or her salary by the following: 70% times the participant's
"Targeted Payout Percentage" times the Management Effectiveness Factor plus 30%
times the participant's "Targeted Payout Percentage" times the Earnings Factor.
The "salary" of each participant for purposes of calculating the ITIP bonus is
equal to the participant's actual base earnings for the last year of the
relevant Performance Period. Each participant in the ITIP is assigned a
"Targeted Payout Percentage" based upon his or her pay grade with the Company
during the relevant Performance Period. If a participant's pay grade changes
during the Performance Period, the ITIP bonus will be calculated using a pro
ration of the Targeted Payout Percentage applicable to the pay grades assigned
to the participant during the Performance Period. However, if a participant's
compensation is subject to the deduction limitations of section 162(m) of the
Code (see, "Certain Federal Income Tax Consequences" below), the Targeted Payout
Percentage will be based upon the lesser of the participant's pay grade as of
the first day of the Performance Period or such changed pay grade as may be
assigned to the participant during the Performance Period.
Performance Period. The ITIP is intended to measure and reward performance
over three year periods, with a new three year period beginning each January
1st. However, in order to phase in implementation of the ITIP, two "short"
Performance Periods consisting of 1997 and 1997-1998 are provided in the ITIP.
In order to reflect this transition, the payouts under the ITIP, if the targeted
objectives established by the Committee are attained, will increase each year,
while the potential amounts payable under the Company's Annual Incentive
Compensation Plan (see Proposal No. 2) will generally decrease over those same
periods. Thus, ITIP participants will have a greater portion of their potential
incentive compensation tied to the longer term results of performance under the
ITIP and a smaller portion tied to the Annual Incentive Compensation Plan.
19
<PAGE> 22
Limitation on Certain Payments. The ITIP contains several limitations on
the amounts that may be paid to participants. First, no participant may receive
a bonus with respect to a Performance Period in excess of three times the amount
of bonus payable to such participant if all Performance Factors were at the
target level. Second, no participant in the ITIP may receive a payment with
respect to a Performance Period in excess of $3,000,000. Finally, participants
whose compensation is subject to the deduction limitation for Federal income tax
purposes (see, "Certain Federal Income Tax Consequences" below) are subject to
additional limitations. If such a participant's pay grade changes during a
Performance Period, the pay grade used to compute the bonus under the ITIP would
be the lesser of the pay grade of the individual on the first day of the
Performance Period or the changed pay grade assigned to the participant during
the Performance Period. In addition, the salary of such a participant used for
purposes of computing the ITIP bonus may not exceed the participant's annualized
base salary on the first day of the applicable Performance Period. Finally, no
amount may be paid under the ITIP to an employee to the extent that such payment
would be nondeductible under the provisions of section 162 of the Code unless
and until the shareholders of the Company have approved the ITIP and the
material goals established under the ITIP in accordance with the requirements of
section 162 of the Code and the Regulations thereunder.
Form of Payment. Bonuses payable under the ITIP are generally paid 50% in
cash and 50% in shares of either the Company's common stock or the common stock
of Newmont Mining, as determined by the Committee. The Committee may, in its
sole discretion, cause all or any portion of any bonus under the ITIP otherwise
payable in shares of stock to be paid in cash.
Shares of stock issued as payment of a portion of a bonus under the ITIP
will be restricted and subject to forfeiture if the participant terminates
employment within two years after the end of the Performance Period to which
such shares relate. If a participant terminates employment within two years
after the end of the Performance Period, but more than one year after the end of
the applicable Performance Period, 50% of the shares of the common stock will be
forfeited and if the participant terminates employment within one year after the
end of the Performance Period, all of the stock will be forfeited.
Notwithstanding the foregoing, if a participant terminates employment during the
two year period following the end of a Performance Period on account of death,
disability, retirement, "Change in Control" (as defined below) or other
termination approved by the Company's Vice President, Human Resources, none of
the shares of common stock shall be subject to forfeiture.
Shares of common stock issued as part of a bonus under the ITIP are also
subject to restrictions on transferability. For a period of 5 years following
the end of the Performance Period to which the shares relate, the shares may not
be transferred by the participant except upon the death, disability or
retirement of the participant, upon a "Change in Control" (as defined below) or
to certain family trusts and similar vehicles as approved by the Company's Vice
President, Human Resources.
Shares of common stock issued under the ITIP may be issued under the
provisions of Newmont Mining's 1996 Employee's Stock Plan, or otherwise, as
determined by the Committee.
Deferral of Certain Payments. The ITIP provides that the Committee may
defer the payment of certain bonuses under the ITIP if the payment of such
amounts would exceed the compensation deduction limitation established by
section 162(m) of the Code. Any amounts deferred will be paid to the participant
in the first calendar year following deferral in which the deduction of such
amounts will not be subject to the limitations of section 162(m) of the Code.
Any cash amount deferred will be credited with interest during the period of
deferral at a rate equal to the Chase Manhattan Bank (National Association)
prime rate from time to time. Any dividends paid with respect to stock that is
deferred will be credited to the deferred compensation account and also credited
with interest. In the event of a "Change in Control" (as defined below), any
amounts previously deferred will be paid to the applicable participant as soon
as practicable following the date of the change in control.
CHANGE IN CONTROL. In the event of a "Change in Control", each participant
in the ITIP would become entitled to the payment of a bonus based upon his or
her Targeted Payout Percentage for the Performance Period during which the
Change in Control occurs, determined as if the maximum performance Factors were
achieved. If the Change in Control were to occur prior to January 1, 2000, the
Targeted Payout Percentages
20
<PAGE> 23
for the Performance Period of 1997-1999 would be applied to determine the amount
of the bonus under the ITIP. A "Change in Control" for purposes of the ITIP
means any of the following: (a) any person becomes the beneficial owner,
directly or indirectly, of 20% or more of the combined voting power of either
the Company or Newmont Mining and a majority of the applicable "Incumbent Board"
has not approved the acquisition before the acquisition occurs; or (b) three or
more directors of the Company or Newmont Mining, whose election or nomination
for election is not approved by a majority of the Incumbent Board, are elected
within a single 12 month period to serve on the Board of either the Company or
Newmont Mining; or (c) members of the applicable Incumbent Board cease to
constitute a majority of the Board or the Board of Newmont Mining. For this
purpose, "Incumbent Board" means (i) members of the Board on January 1, 1997, to
the extent they continue to serve as members of the Board, and (ii) any
individual who becomes a member of the Board after January 1, 1997 if such
individual's election and nomination for election as a director was approved by
a vote of at least 75% of the then applicable Incumbent Board.
AMENDMENT AND TERMINATION OF THE ITIP. The Board may, from time to time,
amend, alter, suspend or terminate the ITIP.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Under section 162(m) of the Code,
the Company may be limited as to Federal income tax deductions to the extent
that total annual compensation in excess of $1,000,000 is paid to the Chief
Executive Officer of the Company or any one of the other four highest paid
executive officers who are employed by the Company on the last day of the
taxable year. However, certain "performance-based compensation", the material
terms of which are disclosed to and approved by the Company's stockholders, is
not subject to this limitation on deductibility. The Company has structured the
ITIP with the intention that compensation resulting therefrom would be qualified
performance-based compensation and would be deductible without regard to the
limitations otherwise imposed by section 162(m) of the Code.
The following table sets forth the benefits payable to the specified
individuals and groups with respect to the 1997 Performance Period in accordance
with the provisions of the ITIP.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
INTERMEDIATE TERM INCENTIVE COMPENSATION PLAN
---------------------------------------------
NAME AND PRINCIPAL POSITION DOLLAR VALUE ($)
- --------------------------- ----------------
<S> <C>
Ronald C. Cambre,........................................... -0-
Chairman, President and
Chief Executive Officer
Wayne W. Murdy,............................................. 133,166
Executive Vice President
and Chief Financial Officer
Lawrence T. Kurlander,...................................... 113,553
Senior Vice President,
Chief Administrative Officer
John A.S. Dow,.............................................. 101,639
Senior Vice President, Exploration
Eric Hamer.................................................. 69,648
Vice President and Senior Project
Executive, Batu Hijau
Executive Officer Group (26 persons, including those named
above except Mr. Cambre).................................. 1,239,076
Non-Executive Director Group................................ -0-
Non-Executive Officer Employee Group (31 persons)........... 456,786
</TABLE>
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.
21
<PAGE> 24
OTHER MATTERS
The Board of Directors does not intend to bring other matters before the
Company's Annual Meeting except items incident to the conduct of the meeting.
However, on all matters properly brought before the meeting by the Board of
Directors or by others, the persons named as proxies in (the accompanying
proxy), or their substitutes, will vote in accordance with their best judgment.
22
<PAGE> 25
PROXY
NEWMONT GOLD COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF NEWMONT GOLD COMPANY
The undersigned, a holder of record shares of common stock, par value $0.01 per
share of Newmont Gold Company at the close of business on March 5, 1998 (the
"Record Date") hereby appoints Joy E. Hansen, Wayne W. Murdy and Timothy J.
Schmitt, and each or any of them, the proxy or proxies of the undersigned, with
full power of substitution and revocation, to represent the undersigned and to
vote all shares of the common stock of Newmont Gold Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at 9:30 a.m. local time on Thursday, May 7, 1998 in the John
D. Hershner Room, 1700 Lincoln Street, Denver, Colorado and any adjournments
thereof, upon the matters listed on the reverse side hereof. The proxies
appointed hereby may act by a majority of said proxies present at the meeting
(or if only one is present, by that one).
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
<PAGE> 26
<TABLE>
<S> <C>
Please mark
your votes as [X}
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1.
FOR WITHHELD FOR ALL
Item 1 - ELECTION OF DIRECTORS ALL FOR ALL EXCEPT
Nominees: R.C. Cambre, J.T. Curry, Jr., J.P. Flannery, L.I. Higdon, Jr., T.A. Holmes, G.B. Munroe, [ ] [ ] [ ]
R.A. Plumbridge, R.H. Quenon, M.A. Qureshi, M.K. Reilly, J.H. Sisco, J.V. Taranik and
W.I.M. Turner, Jr.
FOR ALL EXCEPT NOMINEES WRITTEN IN THE SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 3.
Item 2 - ANNUAL INCENTIVE COMPENSATION PLAN Item 3 - INTERMEDIATE TERM INCENTIVE COMPENSATION PLAN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
By execution of this Proxy, the undersigned
hereby authorizes such proxies or their
substitutes to vote in their discretion on
such other business as may properly come
before the Annual Meeting.
Proxies can only be given by Newmont Gold
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 Gold 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____________, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
</TABLE>
IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED.
