Newmont (NEM) Proxy filing summary

Executive summary

• Achieved full-year guidance in 2025, delivering record earnings, free cash flow, and stock price, with $3.4B returned to shareholders and $3.4B debt reduction; announced a new $3B share repurchase program and enhanced capital return framework for 2026.

• Completed a planned CEO transition, with Natascha Viljoen appointed President and CEO effective January 1, 2026, following Tom Palmer’s retirement; leadership changes supported business continuity.

• Launched the Always Safe program, achieving zero fatalities in 2025 and reinforcing a strong safety culture.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of twelve directors, (2) advisory approval of executive compensation (say-on-pay), and (3) ratification of Ernst & Young LLP as independent auditor for 2026; Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises 12 nominees, 11 of whom are independent; average tenure is 6.3 years, with 58% gender or ethnically diverse.

• Board committees include Audit, Leadership Development and Compensation, Corporate Governance and Nominating, and Safety and Sustainability, all chaired by independent directors.

• Key governance practices: independent Chair, annual director elections, majority voting, proxy access, and robust board refreshment and evaluation processes.