FCX Form 8-K 6/14/2012


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 14, 2012


FREEPORT-McMoRan COPPER & GOLD INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-11307-01
 
74-2480931
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)

333 North Central Avenue
 
Phoenix, AZ
85004-2189
(Address of principal executive offices)
(Zip Code)

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 5.07 Submission of Matters to a Vote of Security Holders.

Freeport-McMoRan Copper & Gold Inc. (the Company) held its 2012 annual meeting of stockholders on June 14, 2012 in Wilmington, Delaware. At the annual meeting, the Company's stockholders (1) elected each of the twelve persons listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders, (2) approved, on an advisory basis, the compensation of the named executive officers, (3) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2012 fiscal year, and (4) failed to approve a stockholder proposal regarding requirements for a director candidate.

Of the 949,114,560 shares of the Company's common stock outstanding as of the record date, 743,777,969 shares were represented at the annual meeting. The independent inspector of elections reported the vote of stockholders as follows:

Proposal 1: Election of twelve directors.

 
 
 
 
Votes
 
Broker
Name
 
Votes For
 
Withheld
 
Non-Votes
Richard C. Adkerson
 
589,123,668

 
9,178,138

 
145,476,163

Robert J. Allison, Jr.
 
540,425,292

 
57,876,514

 
145,476,163

Robert A. Day
 
584,221,921

 
14,079,885

 
145,476,163

Gerald J. Ford
 
538,366,028

 
59,935,778

 
145,476,163

H. Devon Graham, Jr.
 
582,195,257

 
16,106,549

 
145,476,163

Charles C. Krulak
 
586,647,248

 
11,654,558

 
145,476,163

Bobby Lee Lackey
 
582,276,147

 
16,025,659

 
145,476,163

Jon C. Madonna
 
591,570,072

 
6,731,734

 
145,476,163

Dustan E. McCoy
 
577,116,817

 
21,184,989

 
145,476,163

James R. Moffett
 
582,944,609

 
15,357,197

 
145,476,163

B. M. Rankin, Jr.
 
541,282,281

 
57,019,525

 
145,476,163

Stephen H. Siegele
 
591,989,660

 
6,312,146

 
145,476,163


Proposal 2:
Approve, on an advisory basis, the compensation of the named executive officers.

 
 
Votes
 
 
 
Broker
 Votes For
 
Against
 
Abstentions
 
Non-Votes
403,566,185
 
192,748,632
1,986,989
 
145,476,163

Proposal 3:
Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm.

 
 
Votes
 
 
 Votes For
 
Against
 
Abstentions
735,474,938
 
6,655,990
1,647,041

Proposal 4:
Stockholder Proposal regarding requirements for a director candidate.

 
 
Votes
 
 
 
Broker
 Votes For
 
Against
 
Abstentions
 
Non-Votes
187,583,272
 
406,639,026
 
4,079,508
 
145,476,163






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/ Michael J. Arnold
----------------------------------------
Michael J. Arnold
Executive Vice President and Chief Administrative Officer
(authorized signatory)


Date: June 15, 2012