News Release Details

Report of the Annual Meeting of Stockholders of FCX

06/11/09

To Our Stockholders:

We are pleased to report to you regarding our annual meeting of stockholders held in Wilmington, Delaware on June 11, 2009.

The number of shares of common stock issued and outstanding at the close of business on April 14, 2009, the record date for the annual meeting, and entitled to vote at the meeting was 411,751,897. The number of shares of common stock held by stockholders present in person or by proxy and voted at the meeting was 347,537,697.

Stockholders present in person or by proxy entitled to vote held at least 84.40% of the outstanding shares on the record date. Accordingly, a quorum was present.

The following are the results of voting on the items of business presented at the meeting.

Election of Directors

Holders of common stock present in person or by proxy elected all 16 directors, with the votes cast as follows:

Name For % of
Votes Cast
Withheld % of
Votes Cast
Richard C. Adkerson 334,427,363 96.23% 13,110,334 3.77%
Robert J. Allison, Jr. 298,731,115 85.96% 48,806,582 14.04%
Robert A. Day 338,179,707 97.31% 9,357,990 2.69%
Gerald J. Ford 333,080,549 95.84% 14,457,148 4.16%
H. Devon Graham, Jr. 310,862,875 89.45% 36,674,822 10.55%
J. Bennett Johnston 314,097,580 90.38% 33,440,117 9.62%
Charles C. Krulak 315,186,745 90.69% 32,350,952 9.31%
Bobby Lee Lackey 310,833,924 89.44% 36,703,773 10.56%
Jon C. Madonna 342,582,727 98.57% 4,954,970 1.43%
Dustan E. McCoy 338,899,599 97.51% 8,638,098 2.49%
Gabrielle K. McDonald 314,407,332 90.47% 33,130,365 9.53%
James R. Moffett 332,750,809 95.75% 14,786,888 4.25%
B. M. Rankin, Jr. 314,115,731 90.38% 33,421,966 9.62%
J. Stapleton Roy 314,392,431 90.46% 33,145,266 9.54%
Stephen H. Siegele 342,627,642 98.59% 4,910,055 1.41%
J. Taylor Wharton 314,303,917 90.44% 33,233,780 9.56%

Appointment of Independent Auditor

Holders of common stock present in person or by proxy approved the ratification of the appointment of Ernst & Young LLP to act as the independent auditor of our and our subsidiaries’ financial statements for the year 2009, with the votes cast as follows:

For % of
Votes Cast
Against % of
Votes Cast
Abstain % of
Votes Cast
345,618,736 99.45% 1,341,161 0.39% 577,800 0.17%

Proposed 2009 Annual Incentive Plan

Holders of common stock present in person or by proxy approved the proposal to adopt the 2009 Annual Incentive Plan, with the votes cast as follows:

For % of
Votes Cast
Against % of
Votes Cast
Abstain % of
Votes Cast
308,854,977 88.87% 36,067,394 10.38% 2,615,326 0.75%

Stockholder Proposal

Holders of common stock present in person or by proxy rejected the stockholder proposal regarding the selection of a candidate with environmental expertise to be recommended for election to the Company’s board of directors, with the votes cast as follows:

For % of
Votes Cast
Against % of
Votes Cast
Abstain % of
Votes Cast
90,130,264 32.45% 181,954,653 65.50% 5,690,483 2.05%

There were broker non-votes consisting of 69,762,297 shares of common stock.

Mr. Richard C. Adkerson, President, Chief Executive Officer and Director, served as Chairman of the meeting. In attendance were Mr. Rob Lake representing the Dutch public service pension fund ABP, the Swedish state pension funds AP1, AP2, AP3 and AP4, and the New York City Pension Funds, which beneficially own approximately 2.1 million shares collectively, and 11 other stockholders who beneficially own approximately 13,000 shares collectively. Also in attendance were the Inspector of Election from IVS Associates, one representative of Ernst & Young LLP, and representatives of the Company. There were no other directors present.

The following is a summary of the stockholder proposal presented at the meeting:

Stockholder Proposal: Mr. Lake presented the proposal. He stated that the Company has for many years been subject to intense scrutiny and criticism of its management of environmental and social issues at Grasberg in Indonesia, noting that the Grasberg mine uses riverine tailings transport. Mr. Lake said that the proponents believe that persistent criticism of the Company on these issues could increase the risk that the Company may face increased costs, obstacles to the further development, and negative media and public attention. He noted that the Company had appointed one of its directors, Judge Gabrielle McDonald, as Special Counsel on Human Rights, which demonstrated its commitment to taking human rights seriously at the highest level. Mr. Lake stated that the Company does not currently have an independent director with environmental expertise and designated responsibility for environmental matters and that the proponents believe it would be beneficial for the Company to address the environment at the most strategic level in the same way as it has addressed human rights by appointing a specialist to the board. He claimed that such an appointment would place the Company at the forefront of board-level practice on environmental and social issues in the mining industry, and strengthen the Company’s ability to demonstrate the seriousness with which it is addressing sustainable development. Mr. Lake then requested that stockholders support the proposal.

Company Response: Mr. Adkerson advised the stockholders that management and the Board believe that this proposal suggests action that is unnecessary in light of the Company’s existing commitment to environmental sustainability, and adopting the proposed resolution would be contrary to the interests of the Company and its stockholders. He further stated that for the reasons set forth in the proxy statement, the Board of Directors recommended a vote against the stockholder proposal.

As reported above, this stockholder proposal failed to pass.

Following the presentation of the stockholder proposal, Mr. Adkerson provided stockholders with the opportunity to present comments or questions on the items of business that were presented. None of the stockholders presented comments. He then closed the polls, declared the results of the voting and adjourned the meeting.

If you would like to receive a copy of the Company's 2008 Annual Report and the 2008 Working Toward Sustainable Development Report, please contact our Investor Relations Department at 504-582-4000 or access our web site at www.fcx.com.

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