Freeport-McMoRan (FCX) PRE 14APreliminary proxy

Dear Fellow Stockholders,

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED APRIL 16, 2024

Notice of 2024 Annual Meeting of Stockholders

DATE

TIME

LOCATION

RECORD DATE

Tuesday, June 11, 2024

10:00 am Eastern Time

Virtual at www.meetnow.global/FCX2024

April 15, 2024

Stockholders will also transact such other business as may properly come before the 2024 annual meeting of stockholders (or any adjournment or postponement thereof, the annual meeting). Only stockholders of record as of the close of business on April 15, 2024, are entitled to participate (meaning vote and submit questions) at the annual meeting.

In an effort to provide access regardless of geographic location and cost savings for our stockholders and the company, this year’s annual meeting will be conducted virtually via a live audio webcast, accessible at www.meetnow.global/FCX2024. For information regarding how to join and participate in our virtual annual meeting (including how to vote and submit questions pertinent to the meeting), please see “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” beginning on page 74.

By Order of the Board of Directors.

MONIQUE A. CENAC

Assistant General Counsel and Corporate Secretary

First distributed to stockholders on or about April [●], 2024

How to Vote*

INTERNET

PHONE

MAIL

Go to www.envisionreports.com/FCX

Call toll-free 1-800-652-VOTE (8683) within the U.S., U.S. territories and Canada

Mark, sign, date and return your proxy card in the postage-paid envelope

*   Beneficial owners of our common stock should follow any instructions provided by their bank, broker, trustee or other nominee.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024

This proxy statement and our 2023 annual report to stockholders are available at edocumentview.com/FCX.

Table of Contents

We include website addresses and references to reports found on our website throughout this proxy statement for reference only. Our website and reports referenced on our website are for informational purposes only and the contents of our website, reports referenced on our website or information connected thereto are not a part of this proxy statement and are not deemed incorporated by reference into this proxy statement or any other public filing made with the United States (U.S.) Securities and Exchange Commission (SEC). Unless otherwise indicated, information regarding our director nominees is as of the record date, April 15, 2024.

This proxy statement contains forward-looking statements, in which we discuss our potential future performance, operations and projects. Forward-looking statements are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “could,” “to be,” “potential,” “assumptions,” “guidance,” “aspirations,” “future,” “commitments,” “pursues,” “initiatives,” “objectives,” “opportunities,” “strategy” and any similar expressions are intended to identify those assertions as forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, those described in more detail under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023 (2023 Form 10-K), filed with the SEC. Investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, we may make changes to our business plans that could affect our results. We caution investors that we undertake no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. This proxy statement also contains measures such as adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), net debt, return on investment (ROI) and consolidated unit net cash costs that are not recognized under generally accepted accounting principles (GAAP) in the U.S. Our calculation and reconciliation of unit net cash costs to amounts reported in our consolidated financial statements is under Items 7. and 7A. of our 2023 Form 10-K, which is available on our website, fcx.com. Please refer to Annex A to this proxy statement for our calculation and reconciliation of adjusted EBITDA and net debt and other information regarding our calculations for ROI and consolidated unit net cash costs.

About Freeport-McMoRan Inc.

Freeport-McMoRan Inc. (FCX) is a leading international metals company with the objective of being foremost in copper. Headquartered in Phoenix, Arizona, FCX operates large, long-lived, geographically diverse assets with significant proven and probable mineral reserves of copper, gold and molybdenum.

FCX’s portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world’s largest copper and gold deposits; and significant operations in North America and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru. FCX has achieved the Copper Mark, a comprehensive assurance framework designed to demonstrate the copper industry’s responsible production practices, at all 12 of its copper producing sites globally.

By supplying responsibly produced copper, FCX is proud to be a positive contributor to the world well beyond its operational boundaries. Additional information about FCX is available at fcx.com.

Proxy Voting Roadmap

This summary highlights select information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. For more information regarding our 2023 performance, please review our 2023 annual report to stockholders (2023 annual report), which is being made available to stockholders together with these proxy materials on or about April [●], 2024.

Director Nominee Overview

		David P. Abney, 68   Retired Chairman and Chief Executive Officer of United Parcel Service, Inc.				Richard C. Adkerson, 77   Chairman of the Board and Chief Executive Officer of Freeport-McMoRan Inc.*				Marcela E. Donadio, 69   Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP
Tenure: 3.0 years Other Public Boards: Northrop Grumman Corporation, Target Corporation Committees: A, Cc				Tenure: 17.5 years Other Public Boards: None Committees: None				Tenure: 2.7 years Other Public Boards: Marathon Oil Corporation, Norfolk Southern Corporation, NOV Inc. Committees: A, G
		Robert W. Dudley, 68   Retired Group Chief Executive of BP, p.l.c.				Hugh Grant, 66   Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company				Lydia H. Kennard, 69   President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions
Tenure: 3.0 years Other Public Boards: LyondellBasell Industries N.V. Committees: G, R				Tenure: 2.4 years Other Public Boards: Linde plc Committees: C				Tenure: 10.3 years Other Public Boards: AECOM, Prologis, Inc., Vulcan Materials Company Committees: Gc, R
		Ryan M. Lance, 61   Chairman and Chief Executive Officer of ConocoPhillips				Sara Grootwassink Lewis, 56   Retired Chief Executive Officer of Lewis Corporate Advisors				Dustan E. McCoy, 74   Retired Chairman and CEO of Brunswick Corporation Lead Independent Director
Tenure: 2.5 years Other Public Boards: ConocoPhillips Committees: R				Tenure: 2.7 years Other Public Boards: Healthpeak Properties, Inc., Weyerhaeuser Company Committees: A				Tenure: 17.1 years Other Public Boards: Louisiana-Pacific Corporation, YETI Holdings, Inc. Committees: C
		Kathleen L. Quirk, 60   President of Freeport- McMoRan Inc.*				John J. Stephens, 64   Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc.				Frances Fragos Townsend, 62   Founder of Frances Fragos Townsend, LLC
Tenure: 1.2 years Other Public Boards: Vulcan Materials Company Committees: None				Tenure: 4.5 years Other Public Boards: Solid Power, Inc. Committees: Ac				Tenure: 10.3 years Other Public Boards: Chubb Limited, Leonardo DRS, Inc. Committees: Rc

*Effective as of the annual meeting, Ms. Quirk will succeed Mr. Adkerson as Chief Executive Officer and Mr. Adkerson will continue to serve as Chairman of the Board of Freeport-McMoRan Inc.

Corporate Governance Highlights

Our commitment to good corporate governance is evidenced by the following practices:

Leadership Transition

In February 2024, we announced that Ms. Quirk, our president, will assume the additional role of CEO effective as of the annual meeting, succeeding Mr. Adkerson in this role. This transition is the result of a multi-year succession planning process led by our board that was designed to identify and select a leader with a comprehensive understanding of our business, industry and strategic priorities, who has the trust of our leadership and the broader organization and the requisite skills and experience to continue to advance our strategy of being foremost in copper. As part of this transition, Mr. Adkerson will continue serving on our board as chairman of the board, subject to his re-election at the annual meeting, and will continue to serve as an executive officer of the company to provide ongoing expertise on our strategic priorities, key business relationships and other matters. The board will continue to maintain its independent leadership structure with Mr. McCoy serving as our lead independent director.

Stockholder Engagement

Our board and management believe ongoing engagement with our stockholders is vitally important, and we value input from all stockholders. We maintain an ongoing, proactive and expansive stockholder engagement program, which is management-led and overseen by our board.

Direct engagement with our stockholders is a critical pillar of our broader stakeholder engagement program. We engage with stockholders in order to:

In addition to our comprehensive stockholder engagement program, we also maintain ongoing dialogue and gather input from a broader group of stakeholders throughout the year, including with our customers and suppliers, members of the host communities and governments where we operate, industry associations, governmental organizations and nongovernmental organizations.

Key Topics Discussed During 2023 Stockholder Engagements

Sustainability / ESG

FCX is a leading responsible copper producer – supplying approximately 9% of the world’s mined copper. As global decarbonization accelerates, demand for copper is expected to increase. We recognize the interdependencies of growth and sustainability and the importance of effectively managing our environmental and social impacts while supplying copper to a world with increasing requirements for metals. Our sustainability strategy – Accelerate the Future, Responsibly – is dedicated to this imperative.

Our sustainability strategy is supported by our environmental and social commitments which, in alignment with our business objectives, seek to enhance responsible production practices at our sites around the world. Fundamental to this work is the health, safety and well-being of our workforce and host communities where we operate. We seek to work collaboratively with our stakeholders to support shared value creation in our host communities and countries and to recognize, respect and promote human rights everywhere we conduct business. We are dedicated to effective environmental protection and stewardship, which are key to ensuring the long-term viability of our business, including maintaining critical support from host communities and governments.

To learn more about our sustainability strategy, initiatives and progress, stockholders are encouraged to review our 2023 Annual Report on Sustainability, which is independently assured and has been published annually since 2001, as well as our most recent Climate Report and other sustainability information available on our website at fcx.com/sustainability.

The Copper Mark

We demonstrate our responsible production performance through the Copper Mark, a comprehensive assurance framework developed specifically for the copper industry, and recently extended to other metals including molybdenum. To achieve the Copper Mark, each site is required to complete an independent external assurance process to assess conformance with various ESG criteria. Awarded sites must be revalidated every three years. We have achieved the Copper Mark and/or Molybdenum Mark, as applicable, at all of our sites globally.

Climate Strategy

Copper is the metal of electrification. Copper’s essential role in current and emerging clean energy technologies is critical to global decarbonization. We are dedicated to making a positive impact on the global energy transition by executing on our climate strategy of Reduction, Resilience and Contribution and by delivering the responsibly produced copper necessary to support the energy transition.

During 2023, we continued to advance important initiatives to reduce our greenhouse gas (GHG) emissions, improve energy efficiency, evaluate and integrate the use of lower carbon and renewable energy and enhance our resilience to future climate-related risks. For more information on our climate strategy, performance and progress (including with respect to our four 2030 GHG reduction targets), please see our updated Climate Report published in September 2023.

Human Capital

We believe our global workforce is the foundation of our success.

Additional information regarding our activities related to our people, including our workforce diversity data (such as our U.S. Employee EEO-1 report data), can be found in our 2023 Annual Report on Sustainability.

Board Oversight of ESG

FCX’s governance structure is the foundation for delivering consistent, long-term stakeholder value, and reflects our commitment to sustainability-related matters and their importance to every aspect of our company. Governance and oversight of ESG ultimately resides with the board, with certain areas of the board’s ESG oversight delegated to its four standing committees, as summarized in the table below:

Board and Corporate Governance Matters

		Proposal No. 1: Election of Directors   The board recommends that you vote FOR each of the director nominees.

Our board currently consists of 12 members. Upon the recommendation of the governance committee, the board has nominated 12 directors for election at our 2024 annual meeting to hold office until our next annual meeting when their respective successors are duly elected and qualified or until their earlier death, resignation, removal or retirement.

Vote Required to Elect Director Nominees

Under our by-laws, in uncontested elections, directors are elected by a majority of the votes cast, meaning a candidate for director is elected if the votes in favor of his or her election exceed the votes against his or her election. In contested elections where the number of nominees exceeds the number of directors to be elected, directors are elected by a plurality vote, meaning that the director nominees who receive the most votes will be elected.

In an uncontested election, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” such election will be required to promptly tender his or her resignation to the board. The governance committee will recommend to the board whether to accept or reject the tendered resignation. The board will act on the governance committee’s recommendation and publicly disclose its decision within 90 days from the date of the annual meeting of stockholders. Any director who tenders his or her resignation will not participate in the committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation. In addition, if each member of the governance committee fails to be elected at the same election, the independent directors who were elected will appoint a committee to consider the tendered resignations and recommend to the board whether to accept or reject them. Any vacancies on the board may be filled by a majority of the directors then in office, with such directors holding office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, removal or retirement.

Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The persons named as proxies on the proxy card intend to vote your proxy for the election of each director nominee, unless otherwise directed. If, contrary to our expectations, any nominee is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by the board, or the board may reduce its size.

See “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” for more information about voting procedures.

Board Qualifications, Attributes, Skills and Experience

Our board believes that it is desirable that the following qualifications, attributes, skills and experience are represented on our board because of their particular relevance to our business.

Experience, Qualifications, Attributes and Skills				Why Is This Important to FCX?		Directors with This Experience, Qualification, Attribute or Skill
		Natural resources, mining, commodities industry experience		Natural resources, mining, commodities or other extractives industry experience assists the board in understanding business considerations relevant to our global activities, including operational matters and requirements, strategic planning, key risks and competitive environment.		7 of 12
		CEO experience		Directors with CEO experience have a demonstrated record of leadership and bring valuable perspectives and practical insights on organizations, processes, strategic planning, risk and risk management, maintaining effective, sustainable and safe operations, and driving growth in order to achieve our strategic goals.		7 of 12
		International business/global affairs		Experience in international business/global affairs or experience related to global economic trends yields an understanding of geographically diverse business environments, regulatory matters, economic conditions and cultural perspectives that informs our global business and strategy and enhances our global operations.		11 of 12
		Accounting/ financial expertise		Experience as an accountant, auditor, financial advisor or other similar experience is critical to oversight of the preparation and audit of our financial statements and compliance with related regulatory requirements and standards. We aim to have several directors who could qualify as audit committee financial experts (as defined by SEC rules).		7 of 12
		Sustainability/ESG		Experience advancing and implementing sustainability and ESG strategy and programs supports our responsible production commitments and risk management, including prioritizing the health, safety and well-being of our workforce and host communities where we operate, strengthening our environmental programs, including our commitment to reducing our GHG emissions and enhancing the climate resilience of our business operations, respecting human rights in all of our business practices, and attracting, developing and retaining employees, among other environmental and social priorities.		9 of 12
		Capital markets/ banking		Experience overseeing capital markets and banking transactions and mergers and acquisitions provides the knowledge and skills necessary to evaluate and oversee the company’s design and implementation of financing and capital allocation strategies.		9 of 12
		Government/legal		Government relations, legal, regulatory compliance and/or public policy experience offers valuable insight into the impact of laws, rules, regulations, and other governmental actions and decisions on our company and our industry.		12 of 12
		Public company board experience		Directors who serve or have served on the boards and board committees of public companies demonstrate a deep understanding of risk oversight, succession planning, corporate governance standards and best practices of public company boards and board committees.		12 of 12

Director Skills and Demographics Matrix

Our director nominees represent a range of overall experience and tenures, which contributes to a variety of perspectives and facilitates an effective balance of institutional knowledge and fresh viewpoints and expertise in the boardroom. Our industry and strategic initiatives often have prolonged lifecycles, and it is therefore helpful to have seasoned directors who are familiar with our company, can draw on past experience and share these insights with newer directors. We believe this balanced composition across skills and tenures is in the best interest of our company and our stockholders. Our governance committee remains committed to an ongoing review of the board’s composition to ensure that we continue to have the right mix of skills, background, diversity and tenure to position the company for long-term success.

Experience, Qualifications and Skills

Natural resources, mining, commodities industry experience

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CEO experience

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International business/global affairs

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Accounting/financial expertise

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Sustainability/ESG

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Capital markets/banking

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Government/legal

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Public company board experience

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Demographics

Tenure (Years)

3.0

17.5

2.7

3.0

2.4

10.3

2.5

2.7

17.1

1.2

4.5

10.3

Age (Years)

68

77

69

68

66

69

61

56

74

60

64

62

Gender (Male/Female)

M

M

F

M

M

F

M

F

M

F

M

F

Race/Ethnicity

African American/Black (Not Hispanic or Latino)

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Hispanic or Latino

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White (Not Hispanic or Latino)

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Information About Director Nominees

Included below is certain information as of the record date, April 15, 2024, with respect to the director nominees, including information regarding key business experience, director positions with other public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes and skills that led the governance committee and the board to determine that such person should be nominated at our 2024 annual meeting of stockholders to serve as a director of the company.

Board Structure

Board Leadership Structure

		Richard C. Adkerson   Chairman of the Board and current CEO(*)						Dustan E. McCoy    Lead Independent Director
RESPONSIBILITIES OF CHAIRMAN OF THE BOARD(**)   §  Presides at meetings of the board, and, unless another person is designated, meetings of stockholders   §  Oversees the management, development and functioning of the board   §  Plans and organizes the schedule of board meetings and establishes the agendas for board meetings in consultation with the CEO and lead independent director, as applicable						RESPONSIBILITIES OF LEAD INDEPENDENT DIRECTOR   §  Presides at meetings of the board at which the chairman is not present, including executive sessions of the independent directors, and serves as a liaison between the chairman, CEO and independent directors   §  Approves information to be sent to the board and agendas and schedules for meetings of the board to ensure there is sufficient time for discussion   §  Authorized to call meetings of the independent directors and, if requested by significant stockholders, available for consultation and direct communication with such stockholders

In accordance with our corporate governance guidelines, our board elects the chairman of the board from among its members. The chairman may be one of our independent directors or may be a director who also has executive responsibilities (or otherwise is a non-independent director) if the board determines that is in the best interests of the company and our stockholders. The board retains discretion to determine whether the same individual should serve as both CEO and chairman of the board or whether the roles should be separated. Recognizing that the needs and opportunities of the company may change over time, the board believes it is important to retain flexibility to determine its leadership structure based on the composition of the board and management team and business conditions at the time.

Mr. Adkerson has served as CEO since December 2003 and as chairman since February 2021. As announced in February 2024, effective as of the upcoming annual meeting, Ms. Quirk will become CEO and assume full responsibility for executive management of our company, reporting to our board. As part of this transition, Mr. Adkerson will continue serving on our board as chairman of the board, subject to his re-election at the annual meeting, and will continue to serve as an executive officer of the company.

In addition to leading the board as chairman, Mr. Adkerson will support the CEO leadership transition and continue to support the company on global matters of strategic importance. Mr. Adkerson is a recognized business leader in the mining industry, with decades of industry and operational experience, vision for the company’s long-term strategy, connectivity to our global workforce and strong relationships with our stockholders and other stakeholders. The board is confident that Mr. Adkerson and Ms. Quirk, who have worked together in senior leadership roles for over 20 years, will continue to work collaboratively with the board through this leadership transition.

During its annual review of the board’s leadership structure in February 2024, and in consideration of the leadership transition, the governance committee concluded that the board should retain the currently combined roles of CEO and chairman for the remainder of Mr. Adkerson’s tenure as CEO and that it is in the best interest of the company and its stockholders to separate the roles of CEO and chairman effective as of the annual meeting. Splitting these roles as of the annual meeting allows Mr. Adkerson to provide continuity of board leadership and strategic oversight, while allowing Ms. Quirk to focus on transitioning into her role as the company’s new CEO, executing the company’s strategy and managing the global organization.

Our board believes that independent board oversight is an essential component of strong corporate governance. Currently, 10 of our 12 directors are independent, and all members of our standing committees are independent. Under our corporate governance guidelines, when the chairman is not independent, the independent directors will appoint a lead independent director. This position is reviewed and appointed annually, upon recommendation of the governance committee. Although the chairman and CEO roles will be separate as of the annual meeting, Mr. Adkerson will continue as non-independent chairman and an executive officer of the company. Accordingly, the board believes it is in the best interests of the company and our stockholders to continue having a lead independent director. Factors

considered in selecting a lead independent director include experience serving on public company boards, leadership at the committee level (either at FCX or on another board), areas of expertise (with a focus on leadership and corporate governance), interest and ability to meet the time requirements of the position. The governance committee periodically reviews the key leadership roles on the board and its committees, including the responsibilities of the lead independent director, as applicable, and makes appropriate recommendations to the independent directors or the board, as applicable. Our board and governance committee review and evaluate the board’s leadership structure on at least an annual basis.

In February 2024, upon the recommendation of the governance committee, our independent directors appointed Mr. McCoy to serve another one-year term as our lead independent director, which expires in February 2025. Mr. McCoy’s appointment as lead independent director, with clearly defined responsibilities, enhances the strong independent oversight function of the board. In selecting Mr. McCoy to serve as lead independent director, the independent directors considered his leadership role in the CEO succession planning process, his substantial executive leadership and corporate governance experience (including experience serving as a lead independent director at another public company), as well as his institutional knowledge of the company and its governance practices. The independent directors believe Mr. McCoy’s experience continues to enable him to provide a valuable historical perspective on the company’s business and risk management and enhances his ability to both work collaboratively with, and challenge members of senior management, when appropriate. Further, the board has determined that Mr. McCoy continues to have the interest and ability to meet the time requirements of the position. The board is confident that Mr. McCoy, as lead independent director, will continue to work in close partnership with Mr. Adkerson, as chairman of the board, and Ms. Quirk, as CEO, to ensure a successful CEO transition, strong and independent oversight of ongoing board matters, and effective collaboration among the directors.

Board Committees

The board has four standing committees: audit, compensation, governance and corporate responsibility, each of which is composed entirely of independent directors and regularly reports to the full board. The governance committee annually reviews and makes formal recommendations to the board regarding the size and membership of each committee of the board, including the identification of individuals qualified to serve as members of each committee. Each committee operates under a written charter adopted by the board. See our website at fcx.com under “About Us – Corporate Governance – Governance Documents” for more information.

Board Composition

Board Composition and Refreshment

Board and Committee Independence; Audit Committee Financial Experts

On the basis of information solicited from each director, and upon the advice and recommendation of the governance committee, our board annually determines the independence of each of our directors in connection with the nomination process. Further, in connection with the appointment of any new director to the board during the year, our board makes the same determination. In making its recommendation to the board, the governance committee, with assistance from the company’s legal counsel, evaluates responses to a questionnaire completed by each director regarding relationships and possible conflicts of interest between such director, the company, management, the independent registered public accounting firm and the internal audit firm. In its review of director independence, the governance committee considers the commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships any director may have with the company, management, the independent registered public accounting firm and the internal audit firm.

Our board has affirmatively determined that each of our current directors (other than Mr. Adkerson and Ms. Quirk) has no material relationship (direct or indirect) with the company that would impair such director’s independence and is independent in accordance with the New York Stock Exchange (NYSE) listing standards and our director independence standards, which meet, and in some instances exceed, the independence requirements of the NYSE. The board also has determined that each of the members of the audit and compensation committees satisfies the heightened independence and qualification requirements applicable to members of the audit and compensation committees as set forth in the applicable NYSE listing standards and SEC rules. In addition, the board has determined that each of Messrs. Abney and Stephens and Mses. Donadio and Lewis qualifies as an “audit committee financial expert,” as such term is defined by SEC rules.

Director Recruitment and Nomination Process

Our governance committee oversees the director recruitment and nomination process. The governance committee identifies, and formally considers and recommends to the board, candidates to be nominated for election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly created directorships through the process described below.

1 Annual Evaluation of Board Composition As part of its annual review of the composition and size of our board, the governance committee considers our companys strategy and needs; our then-current directors collective knowledge, experience, expertise and diversity (including tenure and age); and the specific qualifications, attributes, skills and experience our board deems relevant for potential candidates. 2 Identify Potential Director Candidates If the governance committee determines that there is a need for a new director, individuals may be identified through a variety of methods, including by our directors, management, stockholder and/or an independent search firm. Each candidate brought to the attention of the governance committee, regardless of who recommended such candidate, will be equally considered. 3 Review Pool In evaluating the suitability of candidates, the governance committee considers personal and professional integrity; general understanding of the companys industry; educational and professional background; independence; diversity; experience in corporate finance and other matters relevant to the successful management of a large publicly traded company in todays business environment; the ability and willingness to work cooperatively with other members of the board and with senior management and to devote adequate time to duties of the board, including in accordance with the companys director commitment policy. The governance committee also evaluates each candidate in the context of the board as a whole, with the objective of recommending nominees who can best advance the long-term success of the business, be effective directors in conjunction with the full board, and represent stockholder interests through the exercise of sound judgment using their diversity of experience in these various areas. 4 In-Depth Review Candidates interview with each of the chairman of the board, the lead independent director and the chair of the governance committee, as well as our CEO. Due diligence is performed, including background and conflicts checks, review of director commitment levels, references and feedback from other directors and the independent search firm. 5 Governance Committee Recommendation to the Board The governance committee reviews a candidates independence, time commitments and all due diligence results and recommends potential director nominees to the board for approval. 6 Board Nomination The board reviews the recommendation of the governance committee and approves either the candidates appointment to the board or the candidate as a director nominee, as applicable.1 Annual Evaluation of Board Composition As part of its annual review of the composition and size of our board, the governance committee considers our company's strategy and needs; our then-current director's collective knowledge, experience, expertise and diversity (including tenure and age); and the specific qualifications, attributes, skills and experience our board deems relevant for potential candidates. 2 Identify Potential Director Candidates If the governance committee determines that there is a need for a new director, individuals may be identified through a variety of methods, including by our directors, management, stockholder and/or an independent search firm. Each candidate brought to the attention of the governance committee, regardless of who recommended such candidate, will be equally considered. 3 Review Pool In evaluating the suitability of candidates, the governance committee considers personal and professional integrity; general understanding of the company's industry; educational and professional background; independence; diversity; experience in corporate finance and other matters relevant to the successful management of a large publicly traded company in today's business environment; the ability and willingness to work cooperatively with other members of the board and with senior management and to devote adequate time to duties of the board, including in accordance with the company's director commitment policy. The governance committee also evaluates each candidate in the context of the board as a whole, with the objective of recommending nominees who can best advance the long-term success of the business, be effective directors in conjunction with the full board, and represent stockholder interests through the exercise of sound judgment using their diversity of experience in these various areas. 4 In-Depth Review Candidates interview with each of the chairman of the board, the lead independent director and the chair of the governance committee, as well as our CEO. Due diligence is performed, including background and conflicts checks, review of director commitment levels, references and feedback from other directors and the independent search firm. 5 Governance Committee Recommendation to the Board The governance committee reviews a candidate's independence, time commitments and all due diligence results and recommends potential director nominees to the board for approval. 6 Board Nomination The board reviews the recommendation of the governance committee and approves either the candidate's appointment to the board or the candidate as a director nominee, as applicable.

Stockholder Recommendations and Nominations

The governance committee will consider candidates proposed for nomination by our stockholders. Stockholders may propose candidates by submitting the names and supporting information to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004. Supporting information must include (1) the name and address of the candidate and the proposing stockholder; (2) a comprehensive biography of the candidate, including any self-identifying diversity characteristics, and an explanation of why the candidate is qualified to serve as a director taking into account the criteria identified in our corporate governance guidelines; (3) proof of ownership, the class and number of shares, and the length of time that the shares of our voting securities have been beneficially owned by each of the candidate and the proposing stockholder; and (4) a letter from the candidate stating his or her willingness to serve, if elected as a director.

In addition, our by-laws permit stockholders to nominate directors for consideration at an annual meeting of stockholders and, under certain circumstances, to include their nominees in our proxy statement. For a description of the process for nominating directors in accordance with our by-laws and under the applicable rules and regulations of the SEC, see “2025 Stockholder Proposals and Director Nominations.”

Board Oversight

Board’s Role in Oversight of Strategy and Risk Management

While our management is responsible for the day-to-day management of risk, our board and its committees are actively engaged in overseeing our strategy and take an active role in risk oversight.

The board believes that full and open communication between senior management and the directors is essential to effective risk oversight. Our lead independent director regularly meets with our chairman and CEO to discuss a variety of matters, including business strategies, opportunities, key challenges and risks facing the company, as well as management’s risk mitigation strategies.

The chart below provides an overview of the allocation of risk management responsibilities among the board and its committees.