Newmont Mining Corporation

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 Newmont

 Proxy

 Statement

 2017

6363 South Fiddler’s Green Circle

Greenwood Village, Colorado 80111 USA

2017 PROXY STATEMENT

Page

PROXY SUMMARY

GENERAL INFORMATION

Notice of Internet Availability of Proxy Materials

Stockholders Entitled to Vote

Voting Your Shares

Quorum, Tabulation and Broker Non-Votes and Abstentions

Votes Required to Approve the Proposals

Revocation of Proxy or Voting Instruction Form

Solicitation Costs

Notes to Participants in Newmont Employee Retirement Savings Plans

Stockholder Proposals for the 2018 Annual Meeting of Stockholders

Voting Results

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Voting For Directors

Majority Vote Standard for the Election of Directors

Director Skills and Qualifications

Board of Directors Recommendation

Nominees

Director Nomination Process and Review of Director Nominees

Independence of Directors

Stock Ownership of Directors and Executive Officers

Stock Ownership of Certain Beneficial Owners

Section 16(a) Beneficial Ownership Reporting Compliance

2016 Director Compensation

Committees of the Board of Directors and Attendance

Corporate Governance

Report of the Leadership Development and Compensation Committee on Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Philosophy and Principles

Components of Total Compensation

2016 Compensation

“Realizable” Compensation for 2016

Looking Ahead to 2017

Post-Employment Compensation

Other Policies and Considerations

EXECUTIVE COMPENSATION TABLES

PROPOSAL NO. 2 — RATIFY APPOINTMENT OF AUDITORS

Report of the Audit Committee

PROPOSAL NO. 3 — APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

PROPOSAL NO.  4 — APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION

PROPOSAL NO. 5 — STOCKHOLDER PROPOSAL REGARDING HUMAN RIGHTS RISK ASSESSMENT

Other Matters

ANNEX A — Reconciliation of Non-GAAP Measures

Voting Overview

Items of Business:

Page # for
Additional
Information

1  Election of 10 Director Nominees

Management Proposals:

2  Ratification of independent registered public accounting form for 2017

3  Advisory Vote to Approve Named Executive Officer Compensation

4  Advisory Vote to Approve the Frequency of Stockholder Vote On Executive Compensation

Stockholder Proposal:

5  Human Rights Risk Assessment

Corporate Governance Highlights
(See pages 23 - 25)

✓   Independent Chair

✓  Diverse Board

✓  Commitment to Board Refreshment

✓  Annual Board and Committee Evaluations

✓   Annual Director Elections

✓  Majority Voting In Uncontested Director Elections

✓  Director Overboarding Policy

✓  Strong Director Attendance Record

✓  Active Shareholder Outreach

✓  Voluntarily Adopted Proxy Access

✓  Stockholder Right to Call Special Meetings

✓  Stockholder Right to Act by Written Consent

✓  No Shareholder Rights Plan

Director Independence (See pages 5 - 17)

•    9 of our 10 Director nominees are independent
(all except CEO)

•     All 4 main Board committees comprised of independent Directors only

•    Independent Directors met in executive session at each of the regular 2016 Board Meetings

2016 Business Performance and Compensation Highlights

About our business

•        A leading gold producer with revenue of $6.7 billion and a workforce of approximately 23,000 across the US, Australia, Peru, Ghana and Suriname

•        An industry leader in value creation and the only gold producer listed in the S&P 500 and the Fortune 500

•       Rated the top mining company in the Dow Jones Sustainability World Index (DJSI) in 2015 and 2016

•       Founded in 1921 and publicly traded since 1925

•       Newmont’s purpose is to create value and improve lives through responsible and sustainable mining

Key performance results in 2016

Improving the underlying business

•        Among the best safety records in the mining sector with no fatalities – lowered total injury rates by 50% since 2012

•       Increased net cash from operating activities of $1.9 billion and more than doubled free cash flow¹ to $784 million

Strengthening the portfolio

•        Built two new mines on schedule and $200 million below budget, progressed profitable expansions in the Americas and Australia, and added higher grade ounces to our reserve base

•        Generated $920 million in gross cash proceeds from the sale of Indonesian assets

Creating value for shareholders

•        Generated GAAP attributable net loss from operations of $220 million due to a non-cash impairment charge – delivered adjusted net income¹ of $619 million, up 89 percent from prior year

•        Delivered $2.4 billion in adjusted EBITDA,¹ up 25 percent from the prior year, improved share price by 89 percent and doubled dividend pay-out

•       Reduced debt by $1.6 billion, increased liquidity to nearly $6 billion, and maintained an investment-grade balance sheet

Compensation program supports long-term value creation

Mining is a long-term business with commitments and investments that can span decades; our stock price is influenced by gold and other commodity prices that are driven by macroeconomic factors. To address this, we have developed a balanced program to support our strategy, operating objectives and values, as well as our focus on sustainability and profitable growth.

Annual incentive measures – mining cycle and value creation

•       Strategic objectives – strategic, personal, talent and leadership priorities

•       Operating and Financial objectives:

Long-term incentives – share price performance and relative Total Shareholder Return (TSR) versus gold competitors

•       Executing strategic and operating objectives supports long-term value creation and superior share price performance; relative TSR supports the goal to deliver top quartile performance within the gold sector

Executive compensation overview

Pay aligned with performance

•    88 percent of CEO pay is tied to performance measures – aligned with Stockholder returns in years of decreasing or increasing market performance

•    Top quartile industry performance supported by above-target performance on strategic and operating objectives from 2014 to 2016

•     Total 3-year realized pay was 9 percent above target; stock price increased 50 percent over the same period

CEO pay for 2016

•     The table below illustrates Mr. Goldberg’s salary, bonus and stock for 2016 on an on-target basis, performance adjusted “realized” basis, and on a Summary Compensation Table-equivalent approach

This table is not intended to supersede the Summary Compensation Table information on page 67 of this proxy statement, but provides alternate perspectives on pay for enhanced understanding.

Pay summary type

2015 target compensation

2016 target compensation⁽¹⁾

2016 Summary Compensation Table⁽²⁾

2016 realized compensation⁽³⁾

⁽¹⁾  Mr. Goldberg was awarded an increase in 2016 after considering 3 years of sustained, top quartile performance; see CD&A for details.

⁽²⁾  Represents the salary received in 2016, total bonus for 2016 performance, and the value of RSUs granted and PSUs granted in 2016 (presumes a future value of 151.4% of grant date value.)

⁽³⁾  Represents the salary received in 2016, total bonus for 2016 performance, and the value of RSUs vested in 2016 and PSUs for the three-year cycle ending in 2016 based on Newmont’s stock price as of 12/30/16.

Shareholder engagement and Committee activity in 2016

•     We actively engage investors and solicit feedback specifically on our executive compensation programs as part of our annual governance process

•     The Leadership Development and Compensation Committee holds a separate executive compensation strategy meeting and reviews results on Say on Pay and investor feedback as input to plan design

•     An additional meeting is held in advance of approving annual incentive results to discuss performance holistically, covering individual, team and other business or industry context to ensure payouts/programs are aligned with intent

94% Average Say on Pay
vote*

(5 year average)

*Votes For / (For + Against)

•     Oversight of effective senior leadership transition

•     Robust review of leadership, succession, diversity

•     Increased oversight and rigor on target setting

•     Reduced Change of Control multiple

Notice of Internet Availability of Proxy Materials.

On or about March 9, 2017, we will furnish a Notice of Internet Availability of Proxy Materials (“Notice”) to most of our stockholders containing instructions on how to access the proxy materials and to vote online. In addition, instructions on how to request a printed copy of these materials may be found on the Notice. For more information on voting your stock, please see “Voting Your Shares” below. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained on the Notice. Your vote is important no matter the extent of your holdings.

Stockholders Entitled to Vote.

The holders of record of common stock of Newmont, par value $1.60 per share, at the close of business on February 21, 2017 (the “Record Date”) are entitled to vote at the Annual Meeting. As of the Record Date, there were 531,499,105 shares outstanding.

Quorum, Tabulation and Broker Non-Votes and Abstentions.

Quorum. The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital stock of the Company” include all shares of common stock entitled to vote at the Annual Meeting.

Tabulating Votes and Voting Results. Votes at the Annual Meeting will be tabulated by one or more inspectors of election who will be appointed by the Chair of the meeting and who will not be candidates for election to the Board of Directors. The inspectors of election will treat shares of capital stock represented by a properly signed and returned proxy as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Broker Non-Votes and Abstentions. Abstentions and “broker non-votes” as to particular matters are counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders (except with respect to the Election of Directors, where abstentions are excluded), whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved. Except with respect to the Election of Directors, where abstentions are excluded, abstentions have the same effect as votes against proposals presented to stockholders. A “broker 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.

As such, please be reminded that if you hold your shares in “street name” it is critical that you cast your vote if you want it to count in the Election of Directors (Proposal 1). If you hold your shares in “street name” and you do not instruct your bank or broker how to vote in the Election of Directors, no votes will be cast on your behalf. Your bank or broker will, however, have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm (Proposal 2). They will not have discretion to vote uninstructed shares on the advisory vote to approve named executive officer compensation (Proposal 3), the advisory vote to approve the frequency of stockholder vote on executive compensation (Proposal 4), or the stockholder proposal regarding human rights risk assessment (Proposal 5).

Proposal

Vote Required

Election of Directors. Brokers, banks and other financial institutions can no longer vote your stock on your behalf for the Election of Directors if you have not provided instructions on your voting instruction form, by telephone or by Internet. For your vote to be counted, you must submit your voting instructions to your broker or custodian.

Ratify Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2017. The affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, at the Annual Meeting is required to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017. Even if you do not instruct your broker how to vote with respect to this item, your broker may vote your shares with respect to this proposal.

Advisory Say-On-Pay and Advisory Say-On-Frequency Votes. Because the votes on Compensation of the Named Executive Officers and frequency of stockholder vote on executive compensation are advisory in nature, they will not: (1) affect any compensation already paid or awarded to any Named Executive Officer, (2) be binding on or overrule any decisions by the Board of Directors, (3) create or imply any additional fiduciary duty on the part of the Board of Directors, and (4) restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. If you do not instruct your broker how to vote with respect to these items, your broker may not vote with respect to these proposals. For your vote to be counted, you must submit your voting instructions to your broker or custodian.

Other Items. If any other items are presented at the Annual Meeting, they must receive an affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, in order to be approved.

Revocation of Proxy or Voting Instruction Form.

Revocation of Newmont Common Stock Proxy or Voting Instruction Form. A stockholder who executes a proxy or Voting Instruction Form (“VIF”) 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 VIF, or by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). A stockholder also may substitute another person in place of those persons presently named as proxies. Written notice revoking or revising a proxy should be sent to the attention of the Corporate Secretary (attention: Logan Hennessey), Newmont Mining Corporation, at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA.

Solicitation Costs.

The cost of preparing and mailing the Notice, requests for proxy materials, and the cost of solicitation of proxies on behalf of the Board of Directors will be borne by the Company. The Notice will be furnished to the holders of the Company’s common stock on or about March 9, 2017. In addition, solicitation of proxies and Voting Instruction Forms may be made by certain officers and employees of the Company by mail, telephone or in person. The Company has retained Okapi Partners LLC to aid in the solicitation of brokers, banks, intermediaries and other institutional holders for a fee of $15,000. The Company also will reimburse brokerage firms and others for their expenses in forwarding proxy materials to beneficial owners of common stock.

Notes to Participants

in Newmont Employee Retirement Savings

Plans.

Participants in the Retirement Savings Plan of Newmont and Retirement Savings Plan for Hourly-Rated Employees of Newmont. If you are a participant in the Retirement Savings Plan of Newmont or Retirement Savings Plan for Hourly-Rated Employees of Newmont (the “401(k) Plans”) and hold the Company’s common stock under either of the 401(k) Plans, the shares of Newmont common stock which are held for you under the 401(k) Plans may be voted through the proxy card accompanying this mailing. The 401(k) Plans are administered by Fidelity Investments, as trustee. The trustee, as the stockholder of record of the Company’s common stock held in the plans, will vote the shares held for you in accordance with the directions you provide. If you do not vote your shares by 11:59 p.m. Eastern time on April 17, 2017, the trustee will not vote your common shares in the 401(k) Plans.

Stockholder Proposals

for the 2018 Annual Meeting of

Stockholders.

Our Board recently amended our By-Laws to permit a stockholder (or a group of no more than 20 stockholders) who has maintained continuous qualifying ownership of at least 3% of our outstanding common stock for at least three years and has complied with the other requirements set forth in our By-Laws, to submit Director nominees (up to the greater of 2 Directors or 20% of the Board) for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements set forth in our By-Laws. Notice of Director nominees submitted under these By-Law provisions must be received by the Corporate Secretary of the Company (attention: Logan Hennessey) at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA by no earlier than October 10, 2017, and no later than November 9, 2017. Notice must include the information required by our By-Laws, which are available on our website at http://www.newmont.com/about-us/governance-and-ethics/board-and-committee-governance/.

In addition, under our By-Laws, stockholders not using proxy access in connection with Director nominations must give advance notice of nominations for Directors or other business to be addressed at the 2018 Annual Meeting and must be received at the principal executive offices of the Corporation no later than the close of business on February 19, 2018, and not earlier than the close of business on January 20, 2018. The advance notice must be delivered to the attention of the Corporate Secretary of the Company (attention: Logan Hennessey) at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA. Notice must include the information required by our By-Laws.

Voting Results.

The results of the voting at the Annual Meeting will be reported on Form 8-K and filed with the SEC within four business days after the end of the meeting.

Director Since: 2015

Independent

Board Committees:

Safety and Sustainability

Leadership Development and Compensation

GREGORY H. BOYCE

Gregory H. Boyce, 62, retired Executive Chairman of Peabody Energy Corporation from 2007 to 2015. Mr. Boyce joined Peabody in 2003 as Chief Operating Officer, and served as Chief Executive Officer from 2006 to 2015. Prior to his service with Peabody, Mr. Boyce served in various executive roles with Rio Tinto Group from 1989 to 2003.

Director Qualifications:

•    CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Peabody Energy Corporation and other executive management positions noted above.

•    Operational and Industry Expertise — Over 38 years of experience in the global energy and mining industries. Past Chair of the Coal Industry Advisory Board, past member of the National Coal Council, and past Chairman of the National Mining Association. Member of the Advisory Council of the University of Arizona’s Department of Mining and Geological Engineering, and the School of Engineering and Applied Science National Council at Washington University. Awarded a Bachelor’s Degree in Mining Engineering from the University of Arizona and completed the Advanced Management Program from the Graduate School of Business at Harvard University.

•    Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility in executive roles, as well as during service on ESR committees of both Marathon Oil and Monsanto Company. Past member of Board of Trustees of Washington University of St. Louis and past member of Civic Progress in St. Louis.

•    International Experience — Extensive senior executive experience working with multinational energy and mining operations, including with Peabody Energy Corporation and Rio Tinto plc (an international natural resource company) as Chief Executive Officer – Energy. Prior to his service with Rio Tinto, Mr. Boyce worked for over 10 years in various operational roles of increasing responsibility with Kennecott, a global natural resources company. Current service on the Board of Monsanto Company, a multinational agrochemical and agricultural biotechnology company.

•    Compensation Expertise — Experience serving as a Chair of Marathon Oil’s Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles.

Board Experience:

Service on the Company’s Board of Directors since October 2015, as well as on the boards of several other companies, including as Executive Chairman of Peabody Energy Company from 2007 to 2015 and as a director from 2005 to 2015; Marathon Oil Corporation from 2008 to present and Monsanto Company from April 2013 to present.

Director Since: 2011 Independent

Board Committees:

Audit (Chair)

Corporate Governance and Nominating

BRUCE R. BROOK

Bruce R. Brook, 61, currently serves as Chairman for Programmed Group and as a Director for CSL Limited. He served as a Director of Boart Longyear from 2007 to 2015. In addition, Mr. Brook retired in 2012 after six years of service as a member of the Financial Reporting Council in Australia, an agency of the Australian Commonwealth which oversees the work of the Accounting Standards Board and the Auditing Standards Board, and advises the Australian Government on matters relating to corporate regulation. In 2013 Mr. Brook was appointed to the Director Advisory Panel of the Australian Securities and Investment Commission, the Australian Corporate Regulator.

Director Qualifications:

•   Financial Expertise — Prior service as the Chairman of the Audit Committee of Lihir Gold Limited and as Chief Financial Officer of WMC Resources Limited, Deputy CFO of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited, and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited. Former Chairman of the Audit Committee of Boart Longyear Limited and current Chairman of the Audit and Risk Management Committee of CSL Limited. Former member of the Financial Reporting Council, an agency of the Australian Commonwealth, which oversees the work of the Accounting Standards Board and the Auditing Standards Board, and advises the Australian Government on matters relating to corporate regulation.

•   International Experience — Extensive international experience as a director of multiple international companies, including Boart Longyear Limited, Programmed Group and CSL Limited.

•   Operational and Industry Expertise — Experience as a Director of Lihir Gold Limited, Energy Developments Limited and Consolidated Minerals Limited. Currently serves as a Director of Deep Exploration Technologies Cooperative Research Centre, a collaborative research program researching safer, more advanced and more cost effective geological exploration and drilling methods.

Board Experience:

Service on the Company’s Board of Directors since 2011 and as Chair of the Audit Committee since April 2016. Currently also serves on the boards of CSL Limited and as Chairman of Programmed Group. Former Director and Chairman of the Audit Committees of Boart Longyear Limited, Lihir Gold Limited, Consolidated Minerals Limited, Energy Developments Limited and Snowy Hydro Limited and former independent Chairman of Energy Developments Limited.

Director since: 2012

Independent

Board Committees:

Audit

J. KOFI BUCKNOR

J. Kofi Bucknor, 61, Chief Executive Officer of J. Kofi Bucknor & Associates, a Ghanaian corporate finance advisory and propriety investing firm established in 2000. Former Treasurer of the African Development Bank, former Executive Director, Lehman Brothers, former Managing Director of CAL Merchant Bank, Ghana, former Vice President, Chemical Bank, former Chairman of Ghana’s Investment Advisory Committee and former Chairman of the Ghana Stock Exchange. Mr. Bucknor’s interests in Ghana include investments in fishing and telecommunications. Managing Partner of Kingdom Africa Management (and its’ predecessor Kingdom Zephyr Africa Management), a private equity fund manager from 2003 to 2016.

Director Qualifications:

•   CEO/Executive Management Skills — Experience as CEO of J. Kofi Bucknor & Associates since 2000; Treasurer, African Development Bank 1986 – 1994; Executive Director, Corporate Finance with Lehman Brothers International, London from 1994 – 1997; Managing Director of CAL Merchant Bank, Ghana, from 1997 – 2000; Managing Partner of Kingdom Africa Management from 2003 – 2016; and other executive management positions.

•   Financial Expertise — Over 30 years of international banking experience including as managing partner of two African private equity funds in Africa. Member of the Commonwealth Secretary General’s Special Advisory Panel on the 1996 Asian Financial Crisis, former Chairman of the Ghana Stock Exchange, former Treasurer, African Development Bank, former Executive Director of Lehman Brothers, former Managing Director of CAL Merchant Bank and former Vice President, Chemical Bank.

•   International Experience — Extensive senior executive experience in global banking and treasury management as noted above, as well as service on the boards of National Investment Bank (Ghana), Saham Assurances Limited (Morocco), Mixta Africa (Spain), ARM (Nigeria), Ecobank Transnational Corporation, Consolidated Infrastructure Group (South Africa),Letshego (Botswana) and Kingdom Hotels (Ghana). Service on boards in Ghana, Botswana, Morocco, Spain, South Africa and Nigeria.

•   Operational and Industry Expertise — Experience with multinational mining operations including as a former Director of Ashanti Goldfields Corporation and Chirano Gold Mines and as a member of the International Advisory Board of Normandy Mining Corporation. Served as a Director of Chirano Gold Mines. Former Chairman of Ghana’s Investment Advisory Committee established to advise on the management of Ghana’s oil revenues.

Board Experience:

Service on the Company’s Board of Directors since 2012, as well as on the boards of several companies, including ARM (Nigeria), Saham Assurances Limited (Morocco) and Consolidated Infrastructure Group (South Africa). Formerly served as a Director of Chirano Gold Mines, Ashanti Goldfields Corporation, National Investment Bank (Ghana), Ecobank Transnational Corporation, Mixta Africa (Spain), Letshego (Botswana), Baker Hughes (Ghana) and Kingdom Hotels (Ghana).

Director since: 2000

Independent

Board Committees:

Leadership Development and Compensation

VINCENT A. CALARCO

Vincent A. Calarco, 74, Non-Executive Chairman of Newmont Mining Corporation from 2008 through the 2016 Annual Meeting of Stockholders. Former Chairman of Crompton Corporation (now known as Chemtura Corporation), a specialty chemical company, having served in that position from 1996 to 2004. President and Chief Executive Officer thereof from 1985 to 2004.

Director Qualifications:

•   CEO/Executive Management Skills — Experience as Chairman, President and Chief Executive Officer of Crompton Corporation and Non-Executive Chairman of Newmont.

•   Financial Expertise — Experience serving on the Company’s Audit Committee and as the Chairman of the Audit Committee of the Board of Directors of Consolidated Edison of New York. Extensive financial oversight experience in senior management roles.

•   International Experience — Extensive senior executive experience working with multinational operations at Crompton Corporation, which has global manufacturing facilities on five continents and conducts business in over 120 countries, as well as experience establishing inter-industry relationships and negotiating product safety regulations as Chairman of several domestic and international chemical industry trade associations.

•   Operational and Industry Expertise — Extensive experience in the chemical industry, a process industry with similar operating characteristics and issues, and prior service on the Board of Directors of a copper mining company, Asarco Corporation.

•   Compensation Expertise — Participation in compensation, benefits and related decisions in senior executive roles. Current service as a member of the Company’s Leadership Development and Compensation Committee. Current member of the Consolidated Edison Management Development and Compensation Committee.

Board Experience:

Service on the Company’s Board of Directors since 2000, as well as on the boards of several other companies, including as a current director of Consolidated Edison, Inc., and prior service as a director at Asarco Corporation.

Director since: 2007

Independent

Board Committees:

Safety and Sustainability (Chair)

Corporate Governance and Nominating

JOSEPH A. CARRABBA

Joseph A. Carrabba, 64, retired Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc., formerly Cleveland-Cliffs Inc., from May 2007 to November 2013. Served as Cliffs Natural Resources Inc.’s President and Chief Executive Officer from 2006 to 2007 and as President and Chief Operating Officer from 2005 to 2006. Previously served as President and Chief Operating Officer of Diavik Diamond Mines, Inc. from 2003 to 2005.

Director Qualifications:

•   CEO/Executive Management Skills — Experience as former Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc. and other executive management positions noted above.

•   Financial Expertise — Extensive financial management experience in senior executive roles.

•   Operational and Industry Expertise — Operational experience in the mining industry, including as former President and Chief Operating Officer of Cliffs Natural Resources Inc., former President and Chief Operating Officer of Diavik Diamond Mines, Inc. and former General Manager of Weipa Bauxite Operation of Comalco Aluminum. Awarded a Bachelor’s Degree in Geology from Capital University and a MBA from Frostburg State University.

•   International Experience — Extensive senior executive experience working with multinational mining operations, including with Cliffs Natural Resources Inc., which has operations in North America, Australia, Latin America and Asia.

•   Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Operations and Safety Committee and the Environmental and Social Responsibility Committee and current Chair of the Company’s Safety and Sustainability Committee. Current service on the Safety Committee of Aecon.

•   Compensation Expertise — Experience serving as a member of the Company’s Leadership Development and Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles. Current Chair of the Compensation Committee of KeyCorp and of NioCorp Developments Ltd.

Board Experience:

Service on the Company’s Board of Directors since 2007, as well as on the boards of several other companies, including as a current director of the following exchange listed companies KeyCorp, Aecon and Timken Steel. He is also a director of NioCorp Developments Ltd. and Lithium-X, a TSX:V listed company.⁽¹⁾ Formerly served as a Director of Cliffs Natural Resources Inc. from 2006 through 2013.

Director since: 2005 Independent Chair

Board Committees: Corporate Governance and Nominating (Chair)

Audit

NOREEN DOYLE

Noreen Doyle, 67, retired First Vice President of the European Bank for Reconstruction and Development (“EBRD”), having served in that position from 2001 to 2005, and in other executive positions with the EBRD since 1992. Currently serves as the Company’s independent Chair of the Board of Directors.

Director Qualifications:

•    Financial Expertise — Extensive experience in banking and finance at Bankers Trust Company and at the EBRD, including experience as head of risk management and head of banking at EBRD. Experience serving on the Company’s Audit Committee, including as Chair, and the Audit Committees of QinetiQ Group plc, Rexam PLC, and Credit Suisse Group.

•    International Experience — Extensive senior executive experience working with businesses, global and local, and governments throughout Europe including Eastern Europe and the former Soviet Union. Current service as the Chair of the BBA, a leading trade association for the UK banking sector with member banks with operations in 180 jurisdictions worldwide, and as a member of the U.K. Panel on Takeovers and Mergers.

•    Health, Safety, Environmental and Social Responsibility Experience — Experience at EBRD included specific focus on environmental specifications of projects and attention to the social dimensions of investment. Experience serving on the Company’s Environmental and Social Responsibility Committee.

•   Compensation Expertise — Current chair of the Remuneration Committee of Credit Suisse International and Credit Suisse Securities (Europe) Ltd; served as Chair of the QinetiQ Remunerations committee; participated in compensation and benefits decisions as an executive at EBRD.

Board Experience:

Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies, including as the current Vice Chair and Lead Independent Director of the Board of Credit Suisse Group. Previous service as a director of QinetiQ plc and Rexam PLC and as a former member of advisory panels for Macquarie European Infrastructure Fund and Macquarie Russia and CIS Infrastructure Fund.

Director since: 2013 Management:

President and CEO

GARY J. GOLDBERG

Gary J. Goldberg, 58, was appointed President and Chief Executive Officer and joined Newmont’s Board of Directors on March 1, 2013. Previously, Mr. Goldberg served as President and Chief Operating Officer of Newmont Mining Corporation from July 2012 until March 1, 2013, and as Executive Vice President and Chief Operating Officer from December 2011 to July 2012.

Director Qualifications:

•   CEO/Executive Management Skills — Served as President and Chief Executive Officer of Rio Tinto Minerals 2006 – 2011; President and Chief Executive Officer of Rio Tinto Borax 2004 – 2006; Managing Director, Coal and Allied Industries Ltd. 2001 – 2004; President and Chief Executive Officer, Kennecott Energy 1999 – 2001; and other leadership roles in Rio Tinto’s coal, copper, industrial minerals and gold businesses.

•   Operational and Industry Expertise — More than 35 years of mining industry experience with senior executive oversight of operations, marketing, mergers and acquisitions, divestments, procurement, labor relations and regulatory issues. Served as Chairman of the United States National Mining Association from 2008 to 2010 and currently serving as Co-Chair for the World Economic Forum Mining and Metals Governors. Awarded Bachelor of Science degree in Mining Engineering from the University of Wisconsin-Platteville.

•    International Experience — Extensive senior executive experience with responsibility for businesses in Africa, Australia, Asia, Europe, North America and South America; served in senior executive roles based in Australia, the UK and the US.

•   Health, Safety, Environmental and Social Responsibility Experience — Formed and led the United States National Mining Association’s CEO Task Force on Safety; under his leadership Rio Tinto Borax was the first mining company to receive California Governor Schwarzenegger’s Environmental and Economic Leadership Award for sustainable practices; Director of California’s Climate Action Registry; appointed to the Australian Government’s Business Roundtable on Sustainable Development. 2013 recipient of the coveted Daniel C. Jackling Award, for his lifelong commitment to health and safety and his demonstrable progress at both Newmont and Rio Tinto towards achieving zero harm.

•    Financial Expertise — Extensive financial management experience in senior executive roles. Awarded MBA from the University of Utah.

Board Experience:

Former service as a director at Coal & Allied Industries Ltd. and Rio Tinto Zimbabwe.

Director since: 2005 Independent

Board Committees:

Leadership Development and Compensation (Chair)

Corporate Governance and Nominating

VERONICA M. HAGEN

Veronica M. Hagen, 71, Chief Executive Officer of Polymer Group, Inc. from April 2007 through August 2013. President and Chief Executive Officer of Sappi Fine Paper North America from 2004 to 2007. Executive positions with Alcoa, Inc. from 1998 to 2004, including Vice President and Chief Customer Officer from 2003 to 2004 and President, Alcoa Engineered Products from 2001 to 2003.

Director Qualifications:

•   CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Polymer Group, Inc., and former President and Chief Executive Officer of Sappi Fine Paper North America.

•   Industry and Operational Expertise — Extensive mining industry experience, including in executive positions with Alcoa, Inc., an international aluminum producer, for over 8 years, including as former Vice President and Chief Customer Officer and former President, Alcoa Engineered Products.

•    International Experience — Extensive senior executive experience including former Chief Executive Officer of Polymer Group Inc., a company operating manufacturing facilities in nine countries.

•    Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Safety and Sustainability Committee, formerly the Operations and Safety Committee, and prior experience on the Environmental and Social Responsibility Committee.

•   Compensation Expertise — Experience serving as a member of the Company’s Compensation Committee and current Chair of the Leadership Development and Compensation Committee. Past Chair of Southern Company Compensation and Management Succession Committee. Participation in compensation, benefits and related decisions in senior executive roles.

Board Experience:

Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies, including as current Chair of the Governance Committee of Southern Company and current director of American Water Works Company, Inc. Former director of Jacuzzi Brands, Inc.

Director since: 2011 Independent

Board Committees:

Safety and

Sustainability

JANE NELSON

Jane Nelson, 56, Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, and a nonresident senior fellow at the Brookings Institution. A former senior associate of the Programme for Sustainability Leadership at Cambridge University and former Director at the International Business Leaders Forum from 1993 to 2009, and a senior advisor until 2013.    

Director Qualifications:

•   International Experience — Former director at the International Business Leaders Forum, previously worked in the office of the United Nations Secretary-General with the UN Global Compact, and for the World Business Council for Sustainable Development in Africa, for FUNDES in Latin America, and as a Vice President at Citibank working in Asia, Europe and the Middle East. Service on the Economic Advisory Board of the International Finance Corporation (IFC) and previously on the Leadership Council of the Initiative for Global Development.

•    Health, Safety, Environmental and Social Responsibility Expertise — Director of Harvard Kennedy School’s Corporate Responsibility Initiative. One of the five track leaders for the Clinton Global Initiative in 2009, leading the track on Developing Human Capital. Served on advisory committees to over 45 global corporations, non-governmental organizations and government bodies since 1992. Current service on the Company’s Safety and Sustainability Committee.

•    Academic Experience — Director, Corporate Responsibility Initiative and adjunct lecturer in Public Policy, Harvard Kennedy School. Former faculty, Corporate Social Responsibility executive education program, Harvard Business School. Nonresident senior fellow at the Brookings Institution and a former senior associate at Cambridge University’s Programme for Sustainability Leadership. Author of five books, including the Academy of Management’s 2015 Best Book Award in Social Issues in Management division, and over 80 publications on the topics of corporate responsibility, sustainability and international development.

•    Industry Expertise — Service on ExxonMobil’s External Citizenship Advisory Panel; GE’s Sustainability Advisory Council; previously on Independent Advisory Panel, International Council on Mining and Metals Resource Endowment initiative; former external adviser to World Bank Group on social impacts in mining, oil and gas sector.

Board Experience:

Service on the Company’s Board of Directors since 2011. Currently serves on the Boards of Directors of the following non-public entities: the Abraaj Group, FSG, and Chevron’s Niger Delta Partnership Initiative Foundation. Prior service on the Boards of Directors of SITA (now SUEZ Environment) and the World Environment Center.

Director Since: 2015 Independent

Board Committees:

Audit

JULIO M. QUINTANA

Julio M. Quintana, 57, retired President and Chief Executive Officer of Tesco Corporation from September 2005 to December 2014 and as a Director from September 2004 to May 2015. Served as Tesco’s Executive Vice President and Chief Operating Officer from 2004 to 2005. Served in various executive roles for Schlumberger Technology Corporation from 1999 to 2004. Prior to Schlumberger, Mr. Quintana spent nearly 20 years in the oil and gas exploration and production business in various operational roles for Unocal Corporation.

Director Qualifications:

•    CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Tesco Corporation, a public company listed on NASDAQ, and other executive management positions noted above.

•    Operational and Industry Expertise — Over 35 years of experience in various aspects of the oil and gas exploration and production industry, including strong experience in upstream operations, a deep understanding of drilling and asset management technologies as former President and Chief Executive Officer and as Executive Vice President and Chief Operating Officer of Tesco Corporation, former Vice President of Exploitation of Schlumberger and as a current director of SM Energy since 2006. Awarded a Bachelor’s Degree in Mechanical Engineering from University of Southern California, Los Angeles.

•    International Experience — Extensive senior executive experience working with multinational drilling and exploration operations, including with Tesco Corporation. Drove the Latin America business for Schlumberger. Prior to Schlumberger, worked for almost 20 years in various operational roles for Unocal Corporation, a global petroleum exploration company.

•    Financial Experience — Extensive financial management experience in senior executive roles and as a member of the Audit Committee for SM Energy.

•    Compensation Expertise — Experience serving as a member of SM Energy’s and Basic Energy’s Compensation Committees. Participation in compensation, benefits and related decisions in senior executive, public company roles.

Board Experience:

Service on the Company’s Board of Directors since October 2015, as well as on the boards of several other companies, including as a current director of SM Energy Company since 2006 and Basic Energy Services since December 2016. Formerly served as a Director of Tesco Corporation from 2004 through 2015.

Gregory H. Boyce

Bruce R. Brook

J. Kofi Bucknor

Non-Employee Directors

Gregory H. Boyce

Bruce R. Brook

J. Kofi Bucknor

Vincent A. Calarco

Joseph A. Carrabba

Noreen Doyle

Veronica M. Hagen

Jane Nelson

Julio M. Quintana

Named Executive Officers

Gary Goldberg⁽⁶⁾

Nancy Buese⁽⁷⁾

Randy Engel

Stephen Gottesfeld

Thomas Palmer

Laurie Brlas

All Directors and executive officers as a group, including those named above (18 persons)⁽⁸⁾

Represents shares of the Company’s common stock held, or which the officer has the right to acquire within 60 days after February 21, 2017, pursuant to Performance Leveraged Stock Units (“PSUs”). PSUs are awards granted by the Company and payable, subject to performance and vesting requirements, as set forth more fully below in the CD&A, in shares of the Company’s common stock. Shares underlying PSUs vesting within 60 days after February 21, 2017, for which the performance measurements have been met, are included in this column as follows: Gary Goldberg, 255,327; Randy Engel, 84,800; Stephen Gottesfeld, 64,134; Thomas Palmer, 38,708; and all executive officers as a group, 601,692.

For 2016, director stock units (“DSUs”) were awarded to all non-employee Directors under the 2013 Stock Incentive Compensation Plan, except Messrs. Brook and Bucknor elected to receive shares of the Company’s common stock. The DSUs represent the right to receive shares of common stock and are immediately fully vested and non-forfeitable. The holders of DSUs do not have the right to vote the underlying shares; however, the DSUs accrue dividend equivalents, which are paid at the time the common shares are issued. Upon retirement from the Board of Directors, the holder of DSUs is entitled to receive one share of common stock for each DSU. The amounts noted in this column for non-employee Directors represent DSUs.

Restricted Stock Units (“RSUs”) of the Company’s common stock granted prior to April 24, 2013, were awarded under the Company’s 2005 Stock Incentive Plan and RSUs and Strategic Stock Units (“SSUs”) of the Company’s common stock granted after April 24, 2013, are awarded under the Company’s 2013 Stock Incentive Plan. The RSUs do not have voting rights, and are subject to forfeiture risk and other restrictions. The RSUs accrue dividend equivalents, which are paid at the time the units vest and common stock is issued. Shares underlying SSUs granted in the form of RSUs vesting within 60 days after February 21, 2017, for which the performance metrics have been met, are included in this column as follows: Gary Goldberg, 23,106; Randy Engel, 7,672; Stephen Gottesfeld, 5,802; Thomas Palmer, 3,502; and all executive officers as a group, 54,980. Shares underlying RSUs vesting within 60 days after February 21, 2017, are included in this column as follows: Gary Goldberg, 55,966; Randy Engel, 16,505; Stephen Gottesfeld, 12,103; Thomas Palmer, 15,230; and all executive officers as a group, 139,079. This column does not include RSUs that vest more than 60 days after February 21, 2017.

Includes equivalent shares of the Company’s common stock held by the trustee in the Company’s 401(k) Plans for each participant as of the January 31, 2017, plan statement date and is based on the Company’s estimation of the share value correlated with the number of units in the fund. Each participant in such plan has the right to instruct the trustee as to how the participant’s shares should be voted.

Includes shares of the Company’s common stock that the executive officers have the right to acquire through stock option exercises within 60 days after February 21, 2017.

Mr. Goldberg’s ownership includes 154,114 shares held in the Gary J and Beth A Goldberg Revocable Trust.

Ms. Buese’s ownership includes 2,500 shares held in the Timothy J. and Nancy K. Buese Revocable Trust.

Includes only the beneficial ownership of those persons serving as directors and executive officers as of February 21, 2017.

Title of

Class

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

The Vanguard Group Inc.

100 Vanguard Blvd.

Malvern, PA 19355

Van Eck Associates Corporation

666 Third Ave. — 9^th Floor

New York, NY 10017

State Street Corporation

State Street Financial Center, One Lincoln Street

Boston, MA 02111

As reported on Schedule 13G/A as filed on January 11, 2017, as of December 31, 2016, BlackRock, Inc. and its subsidiaries beneficially owned 65,203,305 shares, had sole voting power of 57,750,412 shares and sole dispositive power of 65,203,305 shares of Newmont common stock.

As reported on Schedule 13G/A as filed on February 10, 2017, as of December 31, 2016, The Vanguard Group and its subsidiaries beneficially owned 51,253,019 shares, had sole voting power of 838,932 shares and sole dispositive power of 50,242,949 shares of Newmont common stock.

As reported on Schedule 13G/A as filed on February 14, 2017, as of December 31, 2016, 34,514,748 Common Shares are held within mutual funds and other client accounts managed by Van Eck Associates Corporation (“Van Eck”), one of which individually owns more than 5% of the outstanding shares. Van Eck had sole voting power of 34,380,848 shares and sole dispositive power of 34,514,748 shares of Newmont common stock.

As reported on Schedule 13G as filed on February 8, 2017, as of December 31, 2016, State Street and its subsidiaries beneficially owned 29,419,284 shares, had shared voting and shared dispositive power over all 29,419,284 shares of Newmont common stock.

Annual Retainer:

Stock Award⁽¹⁾:

For 2017, the annual stock award will be increased to $160,000. All other elements of Director Compensation are expected to remain the same for 2017.

Name⁽¹⁾

Fees Earned or

Paid in Cash
($)

Stock Awards⁽²⁾
($)

All Other

Compensation
($)⁽³⁾

Total

($)

Gregory H. Boyce

Bruce R. Brook

J. Kofi Bucknor

Vincent A. Calarco

Joseph A. Carrabba

Noreen Doyle

Veronica M. Hagen

Jane Nelson

Julio M. Quintana

Mr. Goldberg, the only Director who is also an employee, receives no additional compensation for his service on the Board. His compensation is shown in the Summary Compensation Table.

For 2016, all non-employee Directors elected to receive $150,000 in the form of director stock units (“DSUs”), except Messrs. Brook and Bucknor who elected to receive their awards in the form of the Company’s common stock. The amounts set forth next to each award represent the aggregate grant date fair value of such award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”) which was the average of the high and low sales price on the date of grant, which was April 21, 2016 of $31.77. There are no other assumptions made in the valuation of the stock awards.

The amount shown as All Other Compensation represents contributions made under the Company’s charitable Matching Gifts Program. Non-Employee Directors are eligible to participate in the Company’s Matching Gifts Program on the same basis as employees, pursuant to which the Company will match dollar-for-dollar, contributions to qualified tax-exempt organizations, not more than $5,000 per eligible donor per calendar year. The amount for Mr. Brook assumes an Fx conversion rate of 0.7441 for AUD to USD for donations made in AUD.

Name

Aggregate

Director

Stock Units

Outstanding

(#)

Market Value

of Outstanding

Director Stock

Units

($)

Gregory H. Boyce

Bruce R. Brook⁽¹⁾

J. Kofi Bucknor⁽¹⁾

Vincent A. Calarco

Joseph A. Carrabba

Noreen Doyle

Veronica M. Hagen

Jane Nelson

Julio M. Quintana

In 2016, Messrs. Brook and Bucknor elected to receive their director equity awards in the form of common stock rather than in the form of DSUs, which amount is included in the Common Stock column of the Stock Ownership of Directors and Executive Officers Table set forth above. See footnote 2 to such table.

Audit Committee Members⁽¹⁾

Bruce R. Brook, Chair

J. Kofi Bucknor

Noreen Doyle

Julio M. Quintana

•    assists the Board in its oversight of the integrity of the Company’s financial statements

•    assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements and corporate policies and controls

•    provides oversight of the Company’s internal audit function

•    authority to retain and terminate the Company’s independent auditors

•    approves auditing services and related fees and pre-approve any non-audit services

•    responsible for confirming the independence and objectivity of the independent auditors

•    please refer to “Report of the Audit Committee” on page 85

Veronica M. Hagen, Chair

Gregory H. Boyce

Vincent A. Calarco

•    determines the components and compensation of the Company’s key employees, including its executive officers, subject to ratification by the full Board for CEO compensation

•    reviews plans for management development and senior executive succession

•    determines awards of stock based compensation, which for the CEO are subject to ratification by the full Board of Directors

•    please refer to “Report of the Leadership Development and Compensation Committee on Executive Compensation” and the “Compensation, Discussion and Analysis” beginning on pages 26 and 27, respectively

Noreen Doyle, Chair

Bruce R. Brook

Joseph A. Carrabba

Veronica M. Hagen

•    proposes slates of Directors to be nominated for election or re-election

•    proposes slates of officers to be elected

•    conducts annual Board, Director Peer and Committee evaluations

•    conducts evaluations of the performance of the Chief Executive Officer

•    responsible for recommending amount of Director compensation

•    advises Board of corporate governance issues

Safety and Sustainability

Committee Members

Joseph A. Carrabba, Chair

Gregory H. Boyce

Jane Nelson

•    assists the Board in its oversight of safety issues

•    assists the Board in its oversight of sustainable development, environmental affairs, community relations, human rights, operational security and communications issues, including oversight of the Company’s Beyond the Mine Report

•    assists the Board in furtherance of its commitments to adoption of best practices in promotion of a healthy and safe work environment, and environmentally sound and socially responsible resource development

•    administers the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to these issues

While all of the Audit Committee members are considered financially literate, the Board of Directors has determined that each of Noreen Doyle, Bruce R. Brook and J. Kofi Bucknor is an Audit Committee Financial Expert, as a result of his or her knowledge, abilities, education and experience.