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 15, 2011

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, Arizona		85004-4414
(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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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 2011 annual meeting of stockholders on June 15, 2011 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) failed to approve, on an advisory basis, the compensation of the named executive officers, (3) approved, on an advisory basis, future advisory votes on the compensation of the named executive officers to be held every year, (4) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2011 fiscal year, and (5) failed to approve a stockholder proposal regarding requirements for a director candidate.

Of the 947,155,321 shares of the Company’s common stock outstanding as of the record date, 745,378,829 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			635,270,019				7,394,233				102,714,577
Robert J. Allison, Jr.			548,681,424				93,982,828				102,714,577
Robert A. Day			628,924,982				13,739,270				102,714,577
Gerald J. Ford			562,083,041				80,581,211				102,714,577
H. Devon Graham, Jr.			588,553,673				54,110,579				102,714,577
Charles C. Krulak			596,550,804				46,113,448				102,714,577
Bobby Lee Lackey			590,374,279				52,289,973				102,714,577
Jon C. Madonna			639,518,689				3,145,563				102,714,577
Dustan E. McCoy			629,089,882				13,574,370				102,714,577
James R. Moffett			630,145,631				12,518,621				102,714,577
B. M. Rankin, Jr.			587,437,908				55,226,344				102,714,577
Stephen H. Siegele			639,626,224				3,038,028				102,714,577

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

		Votes				Broker
Votes For		Against		Abstentions		Non-Votes
292,183,899		346,626,879		3,853,474		102,714,577

								Broker
1 Year		2 Years		3 Years		Abstentions		Non-Votes
551,072,455		7,873,551		80,556,354		3,161,892		102,714,577

In accordance with the results of the vote on Proposal 3, the Company, based on the recommendation of its board of directors and the vote of its stockholders, determined to implement an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on the compensation of executives. The Company is required to hold a vote on frequency every six years.

Proposal 4: Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm.

		Votes
Votes For		Against		Abstentions
737,252,091		7,315,840		810,898

Proposal 5: Stockholder Proposal regarding requirements for a director candidate.

		Votes				Broker
Votes For		Against		Abstentions		Non-Votes
192,611,674		432,644,339		17,408,239		102,714,577

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.

Date: June 17, 2011