---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-004649"
form_type: "8-K"
ticker: "NEM"
cik: "0001164727"
company_name: "NEWMONT Corp /DE/"
filed_at: "2023-01-18T23:59:59+00:00"
generated_at: "2026-06-20T13:47:54.721636+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Newmont amends bylaws to align with SEC universal proxy rules and enhance nomination procedures

## Summary
- Bylaws amended to require compliance with SEC Rule 14a-19 universal proxy rules for director nominations.
- Proxy card color restricted: white reserved for Board's exclusive use; challengers must use another color.
- Enhanced procedural mechanics and disclosure requirements for stockholder nominations and proposals.
- Technical, modernizing and clarifying changes made; gender-neutral language adopted.
- Amendments effective January 17, 2023, approved by Board of Directors.

## SEC filing metadata
- accession: 0001104659-23-004649
- form_type: 8-K
- ticker: NEM
- cik: 0001164727
- company_name: NEWMONT Corp /DE/
- filed_at: 2023-01-18T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1164727/000110465923004649/0001104659-23-004649-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1164727/000110465923004649/tm233709d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-004649
- JSON: https://secwatch.observer/filing/0001104659-23-004649.json
- Plain text: https://secwatch.observer/filing/0001104659-23-004649.txt

## Key facts
- Governance Changes
  NEWMONT Corp /DE/: Adopted second amended and restated by-laws effective immediately on January 17, 2023, addressing universal proxy rules, proxy card color, and procedural mechanics for stockholder nominations and proposals, along with technical and clarifying changes (effective 2023-01-17).
  - Change: bylaw amendment
  - Effective: 2023-01-17
  source text: On January 17, 2023, the Board of Directors (the “Board”) of Newmont Corporation, a Delaware Corporation (the “Corporation”) adopted and approved, effective immediately, the second amended and restated by-laws of the Corporation (the “Amended and Restated By-laws”) in order to, among other things: · Address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; · Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; and · Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submi
  evidence_url: https://www.sec.gov/Archives/edgar/data/1164727/000110465923004649/0001104659-23-004649-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.