UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 11,
2009
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9916
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74-2480931
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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One
North Central Avenue
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Phoenix,
Arizona
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85004-4414
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (602) 366-8100
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) On
June 11, 2009, the stockholders of Freeport-McMoRan Copper & Gold Inc. (the
Company) approved the 2009 Annual Incentive Plan (the AIP), which will replace
the current annual incentive plan for fiscal year 2010 and beyond. The purpose
of the AIP is to provide annual incentive awards for certain senior executives
of our Company, which awards will be made by the Corporate Personnel Committee
of our Board of Directors. The primary differences between the
proposed AIP and the current plan are as follows:
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·
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the
award pool of the AIP will be funded by 0.625% of operating cash flow,
compared to 2.5% of operating cash flow under the current
plan;
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·
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the
AIP limits the dollar value of the annual award to any participant to a
maximum of eight times his or her base salary, and requires that any award
amount exceeding four times the executive’s base salary be made in an
equivalent dollar amount of restricted stock units, which will be granted
under the Company’s stock-based incentive
plans;
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·
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the
AIP eliminates the use of a quantifiable safety performance measure as a
factor that may marginally increase or decrease the award funding pool,
although safety performance is one of several enumerated qualitative
factors that the committee may consider in connection with discretionary
reductions of the award pool under the
AIP;
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·
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the
AIP provides for the forfeiture of any outstanding award if the
participant’s employment is terminated for cause;
and
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·
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the
AIP revises certain definitions in the current plan, including the
definitions of operating cash flow (to specifically exclude working
capital changes) and managed net income (to provide for additional
mandatory adjustments).
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No awards
may be made under the AIP with respect to any calendar year if the average of
the “return on investment” (as defined in the AIP) for such year and each of the
four preceding calendar years is less than 6%. This threshold
performance measure also exists in the current plan. If the return on
investment threshold is satisfied for a given year, awards under the AIP will be
paid from a “plan funding amount.” This pool is initially equal to
and may not exceed 0.625% of our operating cash flow for the year with respect
to which the awards are made, although the committee has discretion to award
less than the full plan funding amount. The committee may also
specify adjustments to the plan funding amount, provided those adjustments are
specified within the first 90 days of the award year.
The AIP
was presented to our stockholders for approval in order to protect our tax
deductions under Section 162(m) of the Internal Revenue Code (Section 162(m))
for amounts paid under the plan. Under the AIP, the Corporate
Personnel Committee must assign participation percentages among the participants
who are subject to Section 162(m) within 90 days after the beginning of the year
with respect to which the awards will be paid, subject to a maximum annual award
to any one participant of 60% of the plan funding amount.
A more
detailed description of the terms of the AIP can be found in the Company’s
definitive proxy statement for its 2009 Annual Meeting (the Proxy Statement)
which was filed with the Securities and Exchange Commission on April 24, 2009,
in the section of the Proxy Statement entitled “Proposal to Adopt the 2009
Annual Incentive Plan” and is incorporated by reference herein. The
foregoing summary and the summary incorporated by reference from the Proxy
Statement are qualified in their entirety by the full text of the AIP, which is
attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
The
Exhibit included as part of this Current Report is listed in the attached
Exhibit Index.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
FREEPORT-McMoRan
COPPER & GOLD INC.
By: /s/
C. Donald Whitmire, Jr.
----------------------------------------
C. Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date: June
17, 2009
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Freeport-McMoRan
Copper & Gold Inc. 2009 Annual Incentive Plan
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