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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Freeport McMoRan Inc | NYSE:FCX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.80 | 3.69% | 50.58 | 50.55 | 49.1375 | 50.34 | 14,495,252 | 00:59:26 |
Delaware
|
001-11307-01
|
74-2480931
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer Identification No.)
|
333 North Central Avenue
|
|
||
Phoenix
|
,
|
AZ
|
85004
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.10 per share
|
FCX
|
The New York Stock Exchange
|
•
|
Total Leverage Ratio –
|
◦
|
suspension of the total leverage ratio through the quarter ending June 30, 2021;
|
◦
|
for the quarter ending September 30, 2021, through and including the end of the Covenant Increase Period, the total leverage ratio cannot exceed 5.25 to 1.00; and
|
◦
|
following the Covenant Increase Period, the total leverage ratio cannot exceed 3.75 to 1.00;
|
•
|
Minimum Liquidity –
|
◦
|
adds a minimum liquidity covenant of $1.0 billion (consisting of consolidated unrestricted cash and availability under the Revolving Credit Facility) applicable to each quarter ending on or prior to the earlier of (i) June 30, 2021 and (ii) the end of the Covenant Increase Period; and
|
•
|
Interest Expense Coverage Ratio –
|
◦
|
the interest expense coverage ratio cannot exceed 2.00 to 1.00; and
|
◦
|
following the Covenant Increase Period, the interest expense coverage ratio cannot exceed 2.25 to 1.00.
|
•
|
limiting the priority debt basket applicable to non-borrower subsidiaries and the corresponding general lien basket during the Covenant Increase Period (subject to certain exceptions);
|
•
|
eliminating FCX’s ability to declare or make, or agree to pay or make any restricted payments (subject to certain exceptions) during the Covenant Increase Period; and
|
•
|
increasing the drawn pricing during the Covenant Increase Period and permanently increasing the undrawn pricing.
|
•
|
clarifying that annual meetings of stockholders are permitted to be held by means of remote communication in accordance with DGCL and adding notice requirements for a meeting held solely by means of remote communication (Article IV, Sections 1, 3 and 6);
|
•
|
clarifying the majority voting standard for election of directors (Article IV, Section 2);
|
•
|
clarifying the right of stockholders to vote by proxy at meetings of stockholders (Article IV, Section 4);
|
•
|
adding information requirements and timing restrictions to the provisions regarding the ability of stockholders owning at least 15% of FCX’s common stock to call special meetings (Article IV, Sections 7 and 8);
|
•
|
clarifying that the Chairman of the Board or such other person designated by the Board shall act as the presiding officer at meetings of stockholders (Article IV, Section 9 and Articles X and XI);
|
•
|
modifying the advance notice provisions to provide that stockholders may provide timely notice of director nominations and other business to be presented at FCX's annual meeting no earlier than 120 days (rather than 90 days) and no later than 90 days (rather than 60 days) prior to the first anniversary of the preceding year’s annual meeting of stockholders, and requiring that a stockholder providing notice under these provisions must provide the information required to be disclosed in the proxy statement under the applicable federal securities laws and that a stockholder director nominee must complete, sign and supplement upon request, a questionnaire provided by FCX (Article IV, Sections 10 and 11);
|
•
|
specifying that any vacancy occurring on the Board may be filled by a majority of the remaining members of the Board (although such majority is less than a quorum) or by the stockholders (Article V, new Section 4);
|
•
|
adding an emergency provision as permitted under DGCL that eliminates quorum requirements for Board and/or committee meetings called during times of emergency, disaster or catastrophe or other similar emergency condition, including a pandemic or an epidemic that has been recognized as an emergency by the federal government (Article VIII, new Section 5);
|
•
|
modifying the notices and waivers provisions to be more closely in line with DGCL, including the addition of an electronic notice provision (Article XXIV); and
|
•
|
adding an exclusive forum provision providing that the Delaware Court of Chancery will be the sole and exclusive forum for certain litigation, including any derivative action or any action asserting a claim that is based upon a violation of a duty by a current or former director, officer, employee or stockholder of FCX in such capacity (new Article XXVII).
|
Name
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
Richard C. Adkerson
|
|
915,167,754
|
|
19,317,509
|
|
28,636,265
|
|
209,509,145
|
Gerald J. Ford
|
|
810,556,552
|
|
123,992,646
|
|
28,572,330
|
|
209,509,145
|
Lydia H. Kennard
|
|
919,976,294
|
|
14,348,327
|
|
28,796,907
|
|
209,509,145
|
Dustan E. McCoy
|
|
818,618,583
|
|
115,682,550
|
|
28,820,396
|
|
209,509,145
|
John J. Stephens
|
|
924,571,193
|
|
9,861,559
|
|
28,688,776
|
|
209,509,145
|
Frances Fragos Townsend
|
|
903,529,240
|
|
13,547,208
|
|
46,045,081
|
|
209,509,145
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
1,158,817,681
|
|
12,327,960
|
|
1,485,032
|
|
N/A
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
836,591,545
|
|
124,155,514
|
|
2,374,469
|
|
209,509,145
|
Exhibit
Number
|
|
Exhibit Title
|
|
Amended and Restated By-Laws of Freeport-McMoRan Inc., effective as of June 3, 2020.
|
|
|
Third Amendment dated as of June 3, 2020 to the Revolving Credit Agreement dated as of April 20, 2018, as amended, among Freeport-McMoRan Inc., PT Freeport Indonesia, Freeport-McMoRan Oil & Gas LLC, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and issuing banks party thereto.
|
|
104
|
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
|
1 Year Freeport McMoRan Chart |
1 Month Freeport McMoRan Chart |
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