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): May 5, 2005
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
1-9916 |
|
74-2480931 |
|
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification Number) |
|
1615
Poydras Street |
|
|
New
Orleans, Louisiana |
70112 |
|
(Address
of principal executive offices) |
(Zip
Code) |
Registrant's
telephone number, including area code: (504) 582-4000
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
1.01. Entry
into a Material Definitive Agreement.
On May 5,
2005, the stockholders of Freeport-McMoRan Copper & Gold Inc. (the Company)
approved the 2005 Annual Incentive Plan (AIP), which will replace the current
annual incentive plan for annual awards granted for fiscal year 2006 and beyond.
The purpose of
the
AIP
is
to
provide
annual
cash
incentive
bonuses for
certain senior
executives
of our
Company. The
primary differences between the AIP and the current plan are as follows: (1)
participation in the AIP is limited to officers of our Company or a subsidiary,
unlike the current plan that permits other employees and certain service
providers to participate, and (2) the AIP includes a safety performance factor
that could increase or decrease, within limits, the funding pool for awards
under the AIP. Awards
will be
made by
the
Corporate Personnel Committee
of our Board of Directors.
Performance
Criteria
No awards
may be made under the AIP with respect to any calendar year if the average of
the “return on investment” for such year and each of the four preceding calendar
years, after giving effect to any amounts awarded or credited under the AIP with
respect to such prior years and the amounts that would have been so awarded or
credited for that year, is less than 6%. “Return on investment” is generally the
Company’s consolidated net income divided by consolidated stockholders’ equity
and long-term debt, including the minority interests’ share of our consolidated
subsidiaries’ income and stockholders’ equity.
Plan
Funding Amount
Awards
under the AIP will be paid from the “plan funding amount,” which initially is
equal to 2.5% of the “net cash provided by operating activities” for the year
with respect to which the awards are made. Under the AIP, net cash provided by
operating activities of the Company and our consolidated subsidiaries is the
amount reviewed by our independent registered public accounting firm, released
to the public and approved by our Board of Directors. The plan funding amount
may be increased to a maximum of 2.75% of the net cash provided by operating
activities, or decreased as a result of the Company’s satisfaction of the safety
performance measures as described below.
For each
fiscal year, 20% of the plan funding amount will be reserved as a safety
incentive funding pool. Within 90 days after the beginning of the year with
respect to which the awards will be paid, the Corporate Personnel Committee will
set one or more objective safety performance measures applicable for the given
year that will assess the Company’s safety performance from both a quantitative
and qualitative perspective. Based on this assessment, the Corporate Personnel
Committee may award between 0% and 150% of the safety incentive funding pool to
eligible participants in the AIP.
Performance
Awards
The AIP
grants the Corporate Personnel Committee discretion to assign participation
percentages among the participants who are subject to Section 162(m) within 90
days after the beginning of the year with respect to which the awards will be
paid, subject to a maximum annual award to any one participant of 60% of the
plan funding amount.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
The
Exhibit included as part of this Current Report is listed in the attached
Exhibit Index.
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/
C. Donald Whitmire, Jr.
----------------------------------------
C. Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date: May
6, 2005
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
|
10.1 |
|
2005
Annual Incentive Plan of Freeport-McMoRan Copper & Gold
Inc. |
| |
|
|