ITEM 5.03. Amendments to Articles of Incorporation or Bylaws
Effective January 6, 2020, Newmont Corporation, formerly known as Newmont
Goldcorp Corporation, a Delaware corporation (the "Corporation"), filed a
Certificate of Amendment (the "Certificate of Amendment") to its Amended and
Restated Certificate of Incorporation (as amended, the "Certificate of
Incorporation") with the Secretary of State of the State of Delaware to effect a
change of the Corporation's name from "Newmont Goldcorp Corporation" to "Newmont
Corporation" (the "Name Change").
The Board of Directors of the Corporation (the "Board") approved the Name Change
pursuant to Section 242 of the General Corporation Law of the State of Delaware.
The Name Change does not affect the rights of the Corporation's stockholders and
there were no other changes to the Certificate of Incorporation. A copy of the
Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on
Form 8-K and incorporated by reference.
The Corporation's common stock will continue trading on the New York Stock
Exchange under the symbol "NEM" and on the Toronto Stock Exchange under the
symbol "NGT". No change was made to the CUSIP number for the Corporation's
common stock. Outstanding stock certificates for shares of the Corporation are
not affected by the Name Change; they continue to be valid and need not
beexchanged.
In connection with the Name Change, the Board also approved an amendment and
restatement of the Corporation's Amended and Restated By-Laws to reflect the
Name Change via the substitution of "Newmont Corporation" for "Newmont Goldcorp
Corporation" (as amended and restated, the "Restated By-Laws") and there were no
other changes to the Restated By-Laws. The Restated Bylaws became effective on
January 6, 2020. No other changes were made to the By-Laws. A copy of the
Restated By-laws reflecting the Name Change is attached as Exhibit 3.2 to this
Current Report on Form 8-K and incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number Description of Exhibit
Certificate of Amendment to the Amended and Restated Certificate
3.1 of Incorporation
3.2 Amended and Restated By-Laws
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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