Edgar Filing: NEWMONT MINING CORP /DE/

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

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¨	Preliminary Proxy Statement	¨ Confidential, for Use of the Commission
þ	Definitive Proxy Statement	Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12

Newmont Mining Corporation
(Name of registrant as specified in its charter)


(Name of person(s) filing proxy statement, if other than the registrant)

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LOGO

Newmont Mining Corporation

6363 South Fiddler’s Green Circle

Greenwood Village, Colorado 80111 USA

Notice of 2013 Annual Meeting of Stockholders


Date of Meeting:		Wednesday, April 24, 2013

Time:		11:00 a.m., local time

Place:		Hotel du Pont 11^th and Market Streets Wilmington, Delaware 19801

Purpose:		1. Elect Directors;

		2. Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Newmont’s independent auditors for 2013;

		3. Approve, on an advisory basis, the compensation of the Named Executive Officers;

		4. Approve the 2013 Stock Incentive Plan;

		5. Approve the Performance Pay Plan; and

		6. Transact such other business that may properly come before the meeting.
Record Date:		February 25, 2013

Under the Securities and Exchange Commission rules, we have elected to use the Internet for delivery of Annual Meeting materials to our stockholders, enabling us to provide them with the information they need, while lowering the costs of delivery and reducing the environmental impact associated with our Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. It is important that your shares be represented at the Annual Meeting whether or not you are personally able to attend. If you are unable to attend, please promptly vote your shares by telephone or Internet or by signing, dating and returning the enclosed proxy card at your earliest convenience. Voting by the Internet or telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs. Your vote is important so that your shares will be represented and voted at the Annual Meeting even if you cannot attend.

By Order of the Board of Directors

Stephen P. Gottesfeld

Executive Vice President, General Counsel and Corporate Secretary

March 7, 2013

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 2013

Our Notice of Meeting, Proxy Statement and Annual Report are available at

www.envisionreports.com/nem

LOGO

2013 Proxy Statement

Table of Contents


	Page
General Information		1
Notice of Internet Availability of Proxy Materials		1
Stockholders Entitled to Vote		1
Voting Your Shares		1
Quorum, Tabulation and Broker Non-Votes and Abstentions		2
Votes Required to Approve the Proposals		3
Revocation of Proxy or Voting Instruction Form		4
Solicitation Costs		4
Notes to Participants in Newmont Employee Retirement Savings Plans		5
Stockholder Proposals for the 2014 Annual Meeting		5
Voting Results		5
Proposal No. 1—Election of Directors		6
Voting For Directors		6
Majority Vote Standard for the Election of Directors		6
Director Skills and Qualifications		6
Board of Directors Recommendation		6
Nominees		6
Director Nomination Process and Review of Director Nominees		13
Independence of Directors		13
Stock Ownership of Directors and Executive Officers		14
Stock Ownership of Certain Beneficial Owners		16
Director Compensation		16
Committees of the Board of Directors and Attendance		18
Corporate Governance		20
Report of the Compensation Committee on Executive Compensation		22
Compensation Discussion and Analysis		23
Executive Summary		23
Philosophy and Objectives		29
Components of Total Compensation		29
Compensation Components and Alignment to Compensation Philosophy		31
Competitive Considerations (Market Information)		33
Other Factors Used to Determine Compensation		34
2012 Compensation		35
Actual Realizable Compensation for 2012		48
Looking Ahead to 2013		48
Post-Employment Compensation		48
Executive Agreements		50
Other Policies and Considerations		51
Executive Compensation Tables		55
Section 16(a) Beneficial Ownership Reporting Compliance		70
Proposal No. 2—Ratify Appointment of Auditors		71
Report of the Audit Committee		72
Proposal No. 3—Approve, on an Advisory Basis, the Compensation of the Named Executive Officers		73
Proposal No. 4—Approve the 2013 Stock Incentive Plan		75
Proposal No. 5—Approve the Performance Pay Plan		86
Other Matters		88
Appendix A: 2013 Stock Incentive Plan		A-1
Appendix B: Performance Pay Plan		B-1

LOGO

PROXY STATEMENT

General Information

This Proxy Statement is furnished to the stockholders of Newmont Mining Corporation (“Newmont,” the “Company” or “we”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) to be voted at the Company’s 2013 Annual Meeting of Stockholders to be held on Wednesday, April 24, 2013 (the “Annual Meeting”). The Annual Meeting is being held for the purposes set forth in the accompanying Notice of 2013 Annual Meeting of Stockholders. The Proxy Statement, proxy card and 2012 Annual Report to Stockholders are being made available to stockholders on or about March 7, 2013.

Notice of Internet Availability of Proxy Materials.

On or about March 13, 2013, we will furnish a Notice of Internet Availability of Proxy Materials (“Notice”) to most of our stockholders containing instructions on how to access the proxy materials and to vote online. In addition, instructions on how to request a printed copy of these materials may be found on the Notice. For more information on voting your stock, please see “Voting Your Shares” below. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained on the Notice. Your vote is important no matter the extent of your holdings.

Stockholders Entitled to Vote.

The holders of record of the following securities at the close of business on February 25, 2013 (the “Record Date”) are entitled to vote at the Annual Meeting:

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common stock of Newmont, par value $1.60 per share, of which there were 491,845,913 shares outstanding as of the Record Date; and

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exchangeable shares of Newmont Mining Corporation of Canada Limited, a corporation established under the Business Corporations Act (British Columbia) (“Newmont Canada”), of which there were 4,893,906 shares as of the Record Date entitled to vote pursuant to the terms of the Newmont Special Voting Stock described below.

Voting Your Shares.

Newmont Common Stock. Each share of common stock that you own entitles you to one vote. Your Notice or proxy card shows the number of shares of common stock that you own. You may elect to vote in one of the following methods:

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By Mail - If you have received or requested a paper copy of the proxy materials, please date and sign the proxy card and return it promptly in the accompanying envelope.

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By Internet - If you received a Notice of Internet Availability of Proxy Materials, you can access our proxy materials and vote online. Instructions to vote online are provided in the Notice.

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By Telephone - You may vote your shares by calling the telephone number specified on your proxy card. You will need to follow the instructions on your proxy card and the voice prompts.

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In Person - You may attend the Annual Meeting and vote in person. We will give you a ballot when you arrive. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”), then you must present a proxy from that Nominee in order to verify that the Nominee has not already voted your shares on your behalf.

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If you hold Newmont Common Stock at your Broker - If your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice or proxy materials, as applicable, are being forwarded to you by that organization. Your Voting Instruction Form from Broadridge or your Notice provides information on how to vote your shares. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on “routine” matters such as ratification of auditors but cannot vote on “non-routine” matters, which now include matters such as votes for the Election of Directors proposal, the Say-on-Pay proposal, the 2013 Stock Incentive Plan proposal and the Performance Pay Plan proposal. Thus, if the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Newmont Canada Exchangeable Shares. Each Newmont Canada exchangeable share that you own has economic rights (such as the right to receive dividends and other distributions) that are, as nearly as practicable, equivalent to rights of shares of Newmont common stock. Holders of exchangeable shares have a right through a Voting and Exchange Trust Agreement (the “Voting Agreement”) to vote at stockholders’ meetings of Newmont. The exchangeable shares, however, are not shares issued by Newmont and, therefore, a holder of exchangeable shares is not a registered stockholder of Newmont, but is a registered stockholder of Newmont Canada. The exchangeable shares are exchangeable at the option of the holders into the Company’s common stock on a one-for-one basis. There are two ways to vote your exchangeable shares:

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By Mail - You may vote by signing and returning the enclosed Voting Instruction Form. This form permits you to instruct Computershare Trust Company of Canada, as trustee under the Voting Agreement (the “Trustee”), to vote at the Annual Meeting. The Trustee holds one share of special voting stock of Newmont (the “Newmont Special Voting Stock”) that is entitled to vote on all matters on which the shares of the Company’s common stock vote. The Newmont Special Voting Stock has a number of votes in respect to the Annual Meeting equal to the lesser of (a) the number of exchangeable shares outstanding on the Record Date (other than the exchangeable shares held by Newmont or its affiliates), or (b) 10% of the total number of votes corresponding to the Company’s common stock then outstanding. Based upon the foregoing, the Trustee will be entitled to cast up to 4,893,906 votes at the Annual Meeting. The Trustee must receive your voting instructions by 5:00 p.m. in Toronto, Ontario, Canada, on April 23, 2013. This will give the Trustee time to tabulate the voting instructions and vote on your behalf. The Trustee will exercise each vote attached to the Newmont Special Voting Stock only on the basis of instructions received from the relevant holders of exchangeable shares. In the absence of instructions from a holder as to voting, the Trustee will not have any voting rights with respect to such exchangeable shares.

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In Person - You may attend the Annual Meeting and vote in person. As a holder of exchangeable shares, you may attend the Annual Meeting in person to vote directly the number of votes to which you are entitled under the Voting Agreement. Please refer to the Notice to Exchangeable Shareholders and Voting Instruction Form for additional instructions on voting at the meeting.

Quorum, Tabulation and Broker Non-Votes and Abstentions.

Quorum. The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital stock of the Company” include all shares of common stock and the maximum number of shares of common stock that the Trustee of the Newmont Canada exchangeable shares is entitled to vote at the Annual Meeting.

Tabulating Votes and Voting Results. Votes at the Annual Meeting will be tabulated by one or more inspectors of election who will be appointed by the Chairman of the meeting and who will not be candidates for

election to the Board of Directors. The inspectors of election will treat shares of capital stock represented by a properly signed and returned proxy as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Broker Non-Votes and Abstentions. Abstentions and “broker non-votes” as to particular matters are counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders (except with respect to the Election of Directors, where abstentions are excluded), whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved. Except with respect to the Election of Directors, where abstentions are excluded, abstentions have the same effect as votes against proposals presented to stockholders. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions to do so from the beneficial owner.

As such, please be reminded that if you hold your shares in “street name” it is critical that you cast your vote if you want it to count in the Election of Directors (Proposal 1). If you hold your shares in “street name” and you do not instruct your bank or broker how to vote in the Election of Directors, no votes will be cast on your behalf. Your bank or broker will, however, have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm (Proposal 2). They will not have discretion to vote uninstructed shares on the advisory vote to approve named executive officer compensation (Proposal 3), the approval of the 2013 Stock Incentive Plan (Proposal 4), or the approval of the Performance Pay Plan (Proposal 5).

Votes Required to Approve the Proposals.


Proposal		Vote Required
Election of Directors		Majority of votes cast for the Nominees.
Ratification of independent auditors for 2013		Majority of stock present in person or by proxy and entitled to vote.
Approve, on an advisory basis, the compensation of the Named Executive Officers		Non-binding advisory vote – majority of stock present in person or by proxy and entitled to vote.
Approve the 2013 Stock Incentive Plan		Majority of stock present in person or by proxy and entitled to vote; provided that the total votes cast on this proposal represent more than 50% of all the shares of the Company’s capital stock entitled to vote.
Approve the Performance Pay Plan		Majority of stock present in person or by proxy and entitled to vote.

Election of Directors. Brokers, banks and other financial institutions can no longer vote your stock on your behalf for the Election of Directors if you have not provided instructions on your voting instruction form, by telephone or by Internet. For your vote to be counted, you must submit your voting instructions to your broker or custodian.

Ratify PricewaterhouseCoopers LLP as the Company’s Independent Auditors for 2013. The affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, at the Annual Meeting is required to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2013. Even if you do not instruct your broker how to vote with respect to this item, your broker may vote your shares with respect to this proposal.

Advisory Say-On-Pay Vote. Because the vote on Compensation of the Named Executive Officers is advisory in nature, it will not: (1) affect any compensation already paid or awarded to any Named Executive Officer, (2) be binding on or overrule any decisions by the Board of Directors, (3) create or imply any additional fiduciary duty on the part of the Board of Directors, and (4) restrict or limit the ability of stockholders to make

proposals for inclusion in proxy materials related to executive compensation. If you do not instruct your broker how to vote with respect to this item, your broker may not vote with respect to this proposal. For your vote to be counted, you must submit your voting instructions to your broker or custodian.

Approval of the 2013 Stock Incentive Plan. Approval of the 2013 Stock Incentive Plan requires the affirmative vote of a majority of the shares present at the Annual Meeting in person or by proxy and entitled to vote. In addition, the New York Stock Exchange (“NYSE”) listing standards require that the total votes cast on the proposal to approve the 2013 Stock Incentive Plan represent more than 50% of all the shares of the Company’s capital stock entitled to vote on this proposal. Shares held by brokers who do not have discretionary authority to vote on this proposal and who have not received voting instructions from beneficial owners are not counted in the tabulation of the votes cast on this proposal or deemed to be present or represented for the purpose of determining whether this proposal has been approved. Abstentions are treated as shares present or represented and are counted in tabulation of the votes cast on this proposal. Abstentions have the same effect as voting against this proposal.

Approval of Performance Pay Plan. Approval of the Performance Pay Plan requires the affirmative vote of a majority of the shares present at the Annual Meeting in person or by proxy and entitled to vote. Abstentions will be counted as present for purposes of this vote, and therefore will have the same effect as a vote against this proposal. Broker non-votes, will not be counted as present and entitled to vote on this proposal.

Other Items. If any other items are presented at the Annual Meeting, they must receive an affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, in order to be approved.

Revocation of Proxy or Voting Instruction Form.

Revocation of Newmont Common Stock Proxy. A stockholder who executes a proxy may revoke it by delivering to the Secretary of the Company, at any time before the proxies are voted, a written notice of revocation bearing a later date than the proxy, or by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). A stockholder also may substitute another person in place of those persons presently named as proxies. Written notice revoking or revising a proxy should be sent to the attention of the Secretary, Newmont Mining Corporation, at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA.

Revocation of Newmont Canada Exchangeable Shares Voting Instruction Form. A registered holder of Newmont Canada exchangeable shares who has submitted a Voting Instruction Form may revoke the Voting Instruction Form by completing and signing a Voting Instruction Form bearing a later date and depositing it with the Trustee. No notice of revocation or later-dated Voting Instruction Form, however, will be effective unless received by the Trustee prior to 5:00 p.m., Toronto time, on April 23, 2013.

A non-registered holder of Newmont Canada exchangeable shares may revoke a Voting Instruction Form at any time by written notice to the intermediary, except that an intermediary is not required to act on a revocation of a Voting Instruction Form that is not received by the intermediary at least ten days prior to the Annual Meeting.

Solicitation Costs.

The cost of preparing and mailing the Notice, requests for proxy materials, and the cost of solicitation of proxies on behalf of the Board of Directors will be borne by the Company. The Notice will be furnished to the holders of the Company’s common stock, and Newmont Canada exchangeable shares, on March 13, 2013. In addition, solicitation of proxies and Voting Instruction Forms may be made by certain officers and employees of the Company by mail, telephone or in person. The Company has retained Georgeson Inc. to aid in the solicitation of brokers, banks, intermediaries and other institutional holders in the United States and Canada for a fee of $15,500. The Company also will reimburse brokerage firms and others for their expenses in forwarding proxy materials to beneficial owners of common stock and exchangeable shares.

Notes to Participants in Newmont Employee Retirement Savings Plans.

Participants in the Retirement Savings Plan of Newmont and Retirement Savings Plan for Hourly-Rated Employees of Newmont. If you are a participant in the Retirement Savings Plan of Newmont or Retirement Savings Plan for Hourly-Rated Employees of Newmont (the “401(k) Plans”) and hold the Company’s common stock under either of the 401(k) Plans, you will be furnished a Notice containing instructions on how to access the proxy materials and to vote online. In addition, instructions on how to request a printed copy of these materials may be found on the Notice. The 401(k) Plans are administered by Vanguard, as trustee. The trustee, as the stockholder of record of the Company’s common stock held in the plans, will vote the shares held for you in accordance with the directions you provide. If you do not vote your shares by 11:59 p.m. Eastern time on April 19, 2013, the trustee will vote your common shares in the 401(k) Plans in the same proportion as it votes shares as to which directions have been received.

Stockholder Proposals for the 2014 Annual Meeting of Stockholders.

For a stockholder proposal, including a proposal for the Election of Directors, to be included in the proxy statement and form of proxy for the 2014 Annual Meeting, the proposal must have been received by us at our principal executive offices no later than November 13, 2013. Proposals should be sent to the attention of the Secretary of the Company at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA. We are not required to include in our proxy statement and form of proxy a stockholder proposal that was received after that date or that otherwise fails to meet the requirements for stockholder proposals established by Securities and Exchange Commission regulations.

In addition, under our By-Laws, stockholders must give advance notice of nominations for Directors or other business to be addressed at the 2014 Annual Meeting no later than the close of business on February 24, 2014. The advance notice must be delivered to the attention of the Secretary of the Company at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA.

Voting Results.

The results of the voting at the Annual Meeting will be reported on Form 8-K and filed with the Securities and Exchange Commission within four business days after the end of the meeting.

Proposal No. 1 — Election of Directors

Voting for Directors.

If you hold your Newmont stock through a broker, bank or other financial institution, your Newmont stock will not be voted on your behalf on the Election of Directors unless you complete and return the Voting Instruction Form or follow the instructions provided to you to vote your stock via telephone or the Internet. If you do not instruct your broker, bank or other financial institution how to vote, your votes will be counted as “broker non-votes” and your shares will not be represented in the Election of Directors vote at the Annual Meeting.

Majority Vote Standard for the Election of Directors.

Our By-Laws provide that in an uncontested election each Director will be elected by a vote of the majority of the votes cast, which means the number of votes cast “for” a Director’s election exceeds 50% of the number of votes cast with respect to that Director’s election. Votes cast shall include votes to withhold authority, but shall exclude abstentions. Votes will not be deemed cast if no authority or direction is given.

If a nominee for Director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board of Directors that the Director must tender his or her resignation to the Board. In such a case, the Corporate Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken, taking into account all of the facts and circumstances. The Director who has tendered his or her resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines are available on our website at www.newmont.com/our-investors/our-governance.

Director Skills and Qualifications.

In addition to meeting the minimum qualifications set out by the Board of Directors under “Director Nomination Process and Review of Director Nominees,” on page 13, each nominee also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including board service, corporate governance, compensation, executive management, private equity, finance, mining, operations, manufacturing, marketing, government, law, international business and health, safety, environmental and social responsibility. The unique background, skills and qualifications that led the Board of Directors and the Corporate Governance and Nominating Committee to the conclusion that each of the nominees should serve as a Director for Newmont are set forth in the “Nominees” section below.

Board of Directors Recommendation.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL OF THE FOLLOWING NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE PROXIES NAMED THEREON INTEND SO TO VOTE.

Nominees.

Each of the 10 persons named below is a nominee for election as a Director at the Annual Meeting for a term of one year or until his/her successor is elected and qualified. Unless authority is withheld, the proxies will be voted for the election of such nominees. All such nominees are currently serving as Directors of the Company. All such nominees were elected to the Board of Directors at the last Annual Meeting, except for J. Kofi Bucknor, who was appointed as a Director of the Company by the Board of Directors on July 24, 2012, and Gary J. Goldberg, who joined to the Board of Directors on March 1, 2013, when he succeeded Richard O’Brien as Chief Executive Officer and as a Director at that time. If any such nominees cannot be a candidate for election at the Annual Meeting, then the proxies will be voted either for a substitute nominee designated by the Board of Directors or for the election of only the remaining nominees.

John B. Prescott, a Director of Newmont since 2002, is not eligible to stand for re-election due to the age retirement provision in our Corporate Governance Guidelines. Newmont and the Board of Directors express their deepest appreciation to Mr. Prescott for his outstanding and dedicated service and leadership to Newmont, for his many contributions to the deliberations of the Board and as a valued member of the committees of the Board. No person is being nominated at the Annual Meeting to fill the vacancy created by his departure. Instead, the Directors expect to reduce the size of the Board of Directors from eleven to ten members, effective when Mr. Prescott ceases to be a Director.

The following table sets forth information as to each nominee for election, including his or her age (as of the Record Date), and background (including his or her principal occupation during the past five years, current directorships and directorships held during at least the past five years, and skills and qualifications):

BRUCE R. BROOK, 57, currently serves as a Director for Boart Longyear Pty. Ltd., Programmed Group (as Chairman) and CSL Limited. In addition, Mr. Brook retired in 2012 after six years of service as a member of the Financial Reporting Council in Australia, an agency of the Australian Commonwealth, which oversees the work of the Accounting Standards Board and the Auditing Standards Board, and advises the Australian Government on matters relating to corporate regulation.

Director Qualifications:

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Financial Expertise — Prior service as the Chairman of the Audit Committee of Lihir Gold Limited and as Chief Financial Officer of WMC Resources Limited, Deputy CFO of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited, and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited. Current Chairman of the Audit Committee of Boart Longyear Limited and member of the Audit Committee of CSL Limited. Former member of the Financial Reporting Council, an agency of the Australian Commonwealth, which oversees the work of the Accounting Standards Board and the Auditing Standards Board, and advises the Australian Government on matters relating to corporate regulation.

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International Experience — Extensive international experience as a director of multiple international companies, including Boart Longyear Limited, Programmed Group and CSL Limited.

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Operational and Industry Expertise — Experience as a Director of Lihir Gold Limited, Energy Developments Limited and Consolidated Minerals Limited. Currently serves as a Director of Deep Exploration Technologies Co-operative Research Centre, a collaborative research program researching safer, more advanced and more cost effective geological exploration and drilling methods.

Board Experience:

Service on the Company’s Board of Directors since 2011, as well as on the boards of several companies, including Boart Longyear Limited since February 2007, and CSL Limited since August 2011, and as Chairman of Programmed Group since May 2011. Former Director and Chairman of the Audit Committees of Lihir Gold Limited, Consolidated Minerals Limited, Energy Developments Limited and Snowy Hydro Limited and former independent Chairman of Energy Developments Limited.

J. KOFI BUCKNOR, 57, CEO of J. Kofi Bucknor & Associates, a Ghanaian corporate finance advisory and propriety investing firm established in 2000. Chairman of Ghana’s Investment Advisory Committee, which advises on the management of part of the country’s oil revenues, and former Chairman of the Ghana Stock Exchange. Managing partner of Kingdom Africa Management (formerly Zephyr Africa Management), a private equity fund manager, from 2003 to present.

Director Qualifications:

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CEO/Executive Management Skills — Experience as CEO of J. Kofi Bucknor & Associates since 2000, Treasurer, African Development Bank 1986 — 1994, Executive Director, Corporate Finance with

Lehman Brothers International, London from 1994 — 1997, Managing Director of CAL Merchant Bank, Ghana, from 1997 — 2000, Managing Partner of Kingdom Africa Management from 2003 — present, and other executive management positions noted above.

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Financial Expertise — Over 30 years of international banking experience including as managing partner of several private equity funds in Africa. Member of the Commonwealth Secretary General’s Special Advisory Panel on the 1996 Asian Financial Crisis, former Chairman of the Ghana Stock Exchange, and former Treasurer, African Development Bank.

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International Experience — Extensive senior executive experience in global banking as noted above, as well as service on the boards of National Investment Bank (Ghana), CNIA Assurances (Morocco), Mixta Africa (Spain), ARM (Nigeria), Ecobank Transnational Corporation and Letshego (Botswana). Service on boards in Ghana, Botswana, Morocco, Spain and Nigeria.

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Operational and Industry Expertise — Experience with multinational mining operations including as a former Director of Ashanti Goldfields Corporation and as a member of the International Advisory Board of Normandy Mining Corporation. Served as a Director of Chirano Gold Mines. Chairman of Ghana’s Investment Advisory Committee established to advise on and oversee the management of Ghana’s oil reserves.

Board Experience:

Service on the Company’s Board of Directors since 2012, as well as on the boards of several companies, including National Investment Bank (Ghana), ARM (Nigeria), and CNIA Assurances (Morocco). Formerly served as a Director of Chirano Gold Mines, Ashanti Goldfields Corporation and Ecobank Transnational Corporation.

VINCENT A. CALARCO, 70, Non-Executive Chairman of Newmont Mining Corporation from 2008 to present. Former Chairman of Crompton Corporation (now known as Chemtura Corporation), a specialty chemical company, having served in that position from 1996 to 2004. President and Chief Executive Officer thereof from 1985 to 2004.

Director Qualifications:

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CEO/Executive Management Skills — Experience as Chairman, President and Chief Executive Officer of Crompton Corporation and Non-Executive Chairman of Newmont.

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Financial Expertise — Experience serving on the Company’s Audit Committee and as the Chairman of the Audit Committee of the Board of Directors of Consolidated Edison of New York. Extensive financial oversight experience in senior management roles.

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International Experience — Extensive senior executive experience working with multinational operations at Crompton Corporation, which has global manufacturing facilities on five continents and conducts business in over 120 countries, as well as experience establishing inter-industry relationships and negotiating product safety regulations as Chairman of several domestic and international chemical industry trade associations.

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Operational and Industry Expertise — Extensive experience in the chemical industry, a process industry with similar operating characteristics and issues, and prior service on the Board of Directors of a copper mining company, Asarco Corporation.

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Compensation Expertise — Current service as Chairman of the Compensation Committee of Citadel Plastics and participation in compensation, benefits and related decisions in senior executive roles.

Board Experience:

Service on the Company’s Board of Directors since 2000, as well as on the boards of several other companies, including as a current director of Consolidated Edison, Inc. and CPG International Inc., and prior service as a director at Asarco Corporation.

JOSEPH A. CARRABBA, 60, Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc., formerly Cleveland-Cliffs Inc, since May 2007. Served as Cliffs Natural Resources Inc.’s President and Chief Executive Officer from 2006 to 2007 and as President and Chief Operating Officer from 2005 to 2006. Previously served as President and Chief Operating Officer of Diavik Diamond Mines, Inc. from 2003 to 2005.

Director Qualifications:

•

CEO/Executive Management Skills — Experience as Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc. and other executive management positions noted above.

•

Financial Expertise — Extensive financial management experience in senior executive roles.

•

Operational and Industry Expertise — Operational experience in the mining industry, including as former President and Chief Operating Officer of Cliffs Natural Resources Inc., former President and Chief Operating Officer of Diavik Diamond Mines, Inc. and former General Manager of Weipa Bauxite Operation of Comalco Aluminum. Awarded a Bachelor’s Degree in Geology from Capital University.

•

International Experience — Extensive senior executive experience working with multinational mining operations, including with Cliffs Natural Resources Inc., which has operations in North America, Australia, Latin America and Asia.

•

Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Operations and Safety Committee and the Environmental and Social Responsibility Committee.

Board Experience:

Service on the Company’s Board of Directors since 2007, as well as on the boards of several other companies, including as a current director of Cliffs Natural Resources Inc. and KeyCorp.

NOREEN DOYLE, 63, Retired First Vice President of the European Bank for Reconstruction and Development (“EBRD”), having served in that position from 2001 to 2005, and in other executive positions with the EBRD since 1992.

Director Qualifications:

•

Financial Expertise — Extensive experience in banking and finance at Bankers Trust Company and at the EBRD, including experience as head of risk management and head of banking at EBRD. Experience serving on the Company’s Audit Committee, including as Chair, and the Audit Committees of the Board of Directors of QinetiQ Group plc and Rexam PLC.

•

International Experience — Extensive senior executive experience working with businesses, global and local, and governments throughout eastern Europe and the former Soviet Union.

•

Health, Safety, Environmental and Social Responsibility Experience — Experience at EBRD included specific focus on environmental specifications of projects and attention to the social dimensions of investment. Experience serving on the Company’s Environmental and Social Responsibility Committee.

Board Experience:

Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies, including as a current director of Credit Suisse and QinetiQ plc and as a former director of Rexam PLC. Member of advisory panels for Macquarie European Infrastructure Fund and Macquarie Renaissance Infrastructure Fund.

GARY J. GOLDBERG, 54, was appointed President and Chief Executive Officer and joined Newmont’s Board of Directors on March 1, 2013. Previously, Mr. Goldberg served as President and Chief Operating Officer of Newmont Mining Corporation from July 2012 until March 1, 2013, and as Executive Vice President and Chief Operating Officer from December 2011 to July 2012.

Director Qualifications:

•

CEO/Executive Management Skills — Served as President and Chief Executive Officer of Rio Tinto Minerals 2006 – 2011; President and Chief Executive Officer of Rio Tinto Borax 2004 – 2006; Managing Director, Coal and Allied Industries Ltd. 2001 – 2004; President and Chief Executive Officer, Kennecott Energy 1999 – 2001; and other leadership roles in Rio Tinto’s coal, copper, industrial minerals and gold businesses.

•

Operational and Industry Expertise — More than 30 years of mining industry experience with senior executive oversight of operations, marketing, mergers and acquisitions, divestments, procurement, labor relations and regulatory issues. Served as Chairman of the United States National Mining Association from 2008 to 2010. Awarded Bachelor of Science degree in Mining Engineering from the University of Wisconsin-Platteville.

•

International Experience — Extensive senior executive experience with responsibility for businesses in Africa, Australia, Asia, North America and South America; served in senior executive roles based in Australia, the UK and the US.

•

Health, Safety, Environmental and Social Responsibility Experience — Formed and led the United States National Mining Association’s CEO Task Force on Safety; under his leadership Rio Tinto Borax was the first mining company to receive California Governor Schwarzenegger’s Environmental and Economic Leadership Award for sustainable practices; Director of California’s Climate Action Registry; appointed to the Australian Government’s Business Roundtable on Sustainable Development.

•

Financial Expertise — Extensive financial management experience in senior executive roles. Awarded MBA from the University of Utah.

Board Experience:

Former service as a director at Coal & Allied Industries Ltd. and Rio Tinto Zimbabwe.

VERONICA M. HAGEN, 67, Chief Executive Officer of Polymer Group, Inc. since April 2007. President and Chief Executive Officer of Sappi Fine Paper North America from 2004 to 2007. Executive positions with Alcoa, Inc. from 1998 to 2004, including Vice President and Chief Customer Officer from 2003 to 2004 and Vice President, Alcoa North American Extrusions from 2001 to 2003.

Director Qualifications:

•

CEO/Executive Management Skills — Experience as Chief Executive Officer of Polymer Group, Inc., and former President and Chief Executive Officer of Sappi Fine Paper North America.

•

Industry and Operational Expertise — Extensive mining industry experience, including in executive positions with Alcoa, Inc., an international aluminum producer, for over 10 years, including as former Vice President and Chief Customer Officer and former Vice President, Alcoa North American Extrusions.

•

International Experience — Extensive senior executive experience including Chief Executive Officer of Polymer Group Inc., a company operating manufacturing facilities in nine countries.

•

Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Operations and Safety Committee and prior experience on the Environmental and Social Responsibility Committee.

•

Compensation Expertise — Experience serving as a member of the Company’s Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles.

Board Experience:

Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies, including as a current director of Southern Company. Former director of Jacuzzi Brands, Inc.

JANE NELSON, 52, Founding Director of the Corporate Social Responsibility Initiative at Harvard Kennedy School, a nonresident senior fellow at the Brookings Institution, and a senior associate of the Programme for Sustainability Leadership at Cambridge University. Former Director at the International Business Leaders Forum from 1993 to 2009, and current service as a senior advisor.

Director Qualifications:

•

International Experience — Former director and current senior advisor at the International Business Leaders Forum, previously worked in the office of the United Nations Secretary-General, and for the Business Council for Sustainable Development in Africa, for FUNDES in Latin America, and as a Vice President at Citibank working in Asia, Europe and the Middle East.

•

Health, Safety, Environmental and Social Responsibility Expertise — Director of Harvard Kennedy School’s Corporate Social Responsibility Initiative. One of the five track leaders for the Clinton Global Initiative, leading the track on Developing Human Capital in 2009. Served on advisory committees to over 40 global corporations, non-governmental organizations and government bodies since 1992.

•

Academic Experience — Director, Corporate Social Responsibility Initiative and adjunct lecturer in Public Policy, Harvard Kennedy School. Faculty, Corporate Social Responsibility executive education program, Harvard Business School. Nonresident senior fellow at the Brookings Institution and a senior associate at Cambridge University’s Programme for Sustainability Leadership.

•

Industry Expertise — Service on ExxonMobil’s External Citizenship Advisory Panel; Independent Advisory Panel, International Council on Mining and Metals Resource Endowment initiative; former external adviser to World Bank Group on social impacts in mining, oil and gas sector.

Board Experience:

Service on the Company’s Board of Directors since October 2011. Currently serves on the Boards of Directors of FSG, the World Environment Center, and Chevron’s Niger Delta Partnership Initiative Foundation. Prior service on the Board of Directors of SITA (now SUEZ Environment).

DONALD C. ROTH, 69, Managing Partner of EMP Global LLC, an international private equity firm, since 1992. Member of Advisory Committee to the National Treasury Management Agency, Republic of Ireland, since 1990. Vice President and Treasurer of the World Bank from 1988 to 1992.

Director Qualifications:

•

Financial Expertise — Extensive financial management experience in various roles, including as former Vice President and Treasurer of the World Bank, as Chairman of the Audit Committee of Ireland’s National Pension Reserve Fund, and other executive management positions noted above.

•

International Experience — Extensive experience in international investment banking and capital markets.

•

Compensation Expertise — Experience serving as a member of the Company’s Compensation Committee, including as Chairman. Participation in compensation, benefits and related decisions in senior executive roles.

Board Experience:

Service on the Company’s Board of Directors since 2004, as well as on the boards of several other companies, including as a current director of ISEQ Exchange Traded Fund Public Limited Company (Ireland).

SIMON R. THOMPSON, 53, Executive for the Anglo American group from 1995 to 2007; Executive Director of Anglo American plc from 2005 to 2007; Non-Executive Director of AngloGold Ashanti Ltd (South Africa) from 2004 to 2008; and Non-Executive Director of United Company Rusal (Russia) from 2007 to 2009. Non-Executive Chairman of Tullow Oil plc (United Kingdom), and Non-Executive Director of Sandvik AB (Sweden) and AMEC plc (United Kingdom).

Director Qualifications:

•

Financial Expertise — Over 15 years’ experience in merchant and investment banking and financial management experience in executive roles. Service on the Audit Committee of the Boards of Directors of AMEC plc and Sandvik AB.

•

International Experience — Extensive experience in international investment banking, as well as multinational mining experience with Anglo American, which operates in Africa, Europe, South and North America, Australia and Asia. Additional international experience with Tullow Oil plc, an international oil and gas exploration and production company operating in Africa, Europe and South America.

•

Industry and Operational Experience — Over 15 years’ experience in the mining industry, including as former Chief Executive of the base metals mining division of Anglo America, Executive Chairman of the industrial minerals division and the Exploration Division of Anglo American, and other positions noted above. Awarded a Masters Degree in Geology from Oxford University.

•

Health, Safety, Environmental and Social Responsibility Expertise — Experience acting as Chairman of the Health, Safety and Environment committee of United Company Rusal and Chairman of the Compliance and Ethics committee of AMEC plc. Serves on the Company’s Environmental, Social Responsibility, Operations and Safety Committee and was formerly Chairman of the Environmental and Social Responsibility Committee. Member of Remuneration Committee of AMEC plc and Tullow Oil plc.

Board Experience:

Service on the Company’s Board of Directors since 2008, as well as on the boards of several other companies, including as the current Non-Executive Chairman of Tullow Oil plc (United Kingdom) and a Non-Executive Director of AMEC plc (United Kingdom) and Sandvik AB (Sweden).

Director Nomination Process and Review of Director Nominees.

We have established a process for identifying and nominating Director candidates that has resulted in the election of a highly-qualified and dedicated Board of Directors. The following is an outline of the process for nomination of candidates for election to the Board: (a) the Chief Executive Officer, the Corporate Governance and Nominating Committee or other members of the Board of Directors identify the need to add new Board members, with careful consideration of the mix of qualifications, skills and experience represented on the Board of Directors; (b) the Chairman of the Corporate Governance and Nominating Committee coordinates the search for qualified candidates with input from management and other Board members; (c) the Corporate Governance and Nominating Committee engages a candidate search firm to assist in identifying potential nominees, if it deems such engagement necessary and appropriate; (d) selected members of management and the Board of Directors interview prospective candidates; and (e) the Corporate Governance and Nominating Committee recommends a nominee and seeks full Board endorsement of the selected candidate, based on its judgment as to which candidate will best serve the interests of Newmont’s stockholders.

The Board of Directors has determined that Directors should possess the following minimum qualifications: (a) the highest personal and professional ethics, integrity and values; (b) commitment to representing the long-term interest of the stockholders; (c) broad experience at the policy-making level in business, government, education, technology or public interest; and (d) sufficient time to effectively fulfill duties as a Board member. The Board will endeavor to recommend qualified individuals who provide the mix of Director characteristics and diverse experiences, perspectives and skills appropriate for the Company. The Corporate Governance and Nominating Committee considers any candidates submitted by stockholders on the same basis as any other candidate. Any stockholder proposing a nomination should submit such candidate’s name, along with curriculum vitae or other summary of qualifications, experience and skills to the Secretary, Newmont Mining Corporation, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA.

Newmont considers diversity, age and skills in deciding on nominees. The Corporate Governance and Nominating Committee considers a broad range of diversity, including diversity in terms of professional experience, skills and background, as well as diversity of domicile, nationality, race and gender, when evaluating candidates. We consider this through discussions at the Corporate Governance and Nominating Committee meetings. In evaluating a Director candidate, the Corporate Governance and Nominating Committee considers factors that are in the best interests of the Company and its stockholders.

Independence of Directors.

The Board affirmatively determines the independence of each Director and each nominee for election as Director. For each individual deemed to be independent, the Board has determined (a) that there is no relationship with the Company, or (b) the relationship is immaterial. The Board has considered the independence standards of the New York Stock Exchange and adopted the categorical independence standards described below.

The Board has determined that the relationships that fall within the standards described in its independence standards are categorically immaterial. As such, provided that no law, rule or regulation precludes a determination of independence, the following relationships are not considered to be material relationships with the Company for purposes of assessing independence: service as an officer, Director, employee or trustee or greater than five percent beneficial ownership in (i) a supplier of goods or services to the Company if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater; (ii) a lender to the Company if the total amount of the Company’s indebtedness is less than one percent of the total consolidated assets of the lender; (iii) a charitable organization if the total amount of the Company’s total annual charitable contributions to the organization is less than $1 million or two percent of that organization’s total annual gross receipts (excluding any amounts received through the Company’s employee matching program for charitable contributions), whichever is greater; or (iv) any relationship arising out of a transaction, or series of transactions, in which the amount involved is less than $120,000 in aggregate during the last three years. For the avoidance of doubt, the foregoing is intended to identify certain (but not all) relationships which are not considered material relationships for purposes of assessing independence. Any relationships falling outside of those categories are not necessarily deemed material, rather they will be specifically considered by the Corporate Governance and Nominating Committee and the Board in connection with individual independence determinations.

In making its independence determinations, the Board considered the circumstances described below.

Mr. Brook is a director of Boart Longyear Pty. Ltd., which provides drilling services to the Company, and Programmed Group, which provides certain staffing to the Company. The relationship with Programmed Group meet the categorical independence standards in (i) above. The relationship with Boart Longyear Pty. Ltd. was considered by the Corporate Governance and Nominating Committee and the Board determined it to be immaterial in nature.

Mr. Thompson is a director of Sandvik AB, an international engineering group that provides certain products to the Company including certain mining equipment for rock excavation. Mr. Thompson also is a director of AMEC plc, an international engineering and project management company, which provides certain consulting services to the Company. These relationships both meet the categorical independence standard (i) above.

Mr. Bucknor previously served as an advisory director to the Company’s subsidiary, Newmont Ghana Gold Limited, and provided limited consulting services (as a non-employee contractor) in connection with the Company’s Ghanaian operations and project development. Those consulting services ceased prior to his election to the Newmont Board of Directors in July 2012 and Mr. Bucknor no longer receives compensation for any advisory services provided to Newmont Ghana Gold Limited. The payments made to Mr. Bucknor meet the categorical independence standard (iv) above. Similarly, neither Mr. Bucknor nor any family member has received during any twelve-month period over the last three years more than $120,000 in direct compensation from the Company, other than the Director compensation and fees reported on page 17.

Based on the foregoing analysis, the Board determined that the following Directors are independent:


Bruce R. Brook	Joseph A. Carrabba	Jane Nelson
J. Kofi Bucknor	Noreen Doyle	Donald C. Roth
Vincent A. Calarco	Veronica M. Hagen	Simon R. Thompson

In addition, based on these standards, the Board has affirmatively determined that Gary J. Goldberg is not independent because he is President and Chief Executive Officer of the Company.

Stock Ownership of Directors and Executive Officers.

As of February 25, 2013, the Directors and executive officers of the Company as a group beneficially owned, in the aggregate, 2,597,044 shares of the Company’s outstanding capital stock, constituting, in the aggregate, less than 1% of the Company’s outstanding capital stock.

No Director or executive officer beneficially owned (a) more than 1% of the outstanding shares of the Company’s common stock or the exchangeable shares, or (b) shares voting power in excess of 1% of the voting power of the outstanding capital stock of the Company. Each Director and executive officer has sole voting power and dispositive power with respect to all shares beneficially owned by them, except as set forth below.

The following table sets forth the beneficial ownership of common stock as of February 25, 2013, held by (a) each then current Director and nominee; (b) the Chief Executive Officer, the Chief Financial Officer and each of the other highly compensated executive officers (the “Named Executive Officers”); and (c) all then current Directors and executive officers as a group. The address for each of the named individuals below is c/o Newmont Mining Corporation, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA.


Name of Beneficial Owner	Common Stock⁽¹⁾		Restricted Stock, Restricted Stock Units and Director Stock Units⁽²⁾⁽³⁾		401(k) Plan⁽⁴⁾		Option Shares⁽⁵⁾		Beneficial Ownership Total
*Non-Employee Directors*
Bruce R. Brook		4,521		—		—		—		4,521
J. Kofi Bucknor		2,971		—		—		—		2,971
Vincent A. Calarco		4,686		16,968		—		—		21,654
Joseph A. Carrabba		—		14,474		—		—		14,474
Noreen Doyle		—		16,789		—		—		16,789
Veronica M. Hagen		—		16,789		—		—		16,789
Jane Nelson		—		4,521		—		—		4,521
John B. Prescott⁽⁶⁾		12,930		10,059		—		—		22,989
Donald C. Roth		1,081		16,968		—		—		18,049
Simon R. Thompson		—		14,904		—		—		14,904
*Named Executive Officers*
Richard T. O’Brien⁽⁷⁾		218,765		124,780		2,059		763,918		1,109,522
Russell Ball⁽⁸⁾		65,292		7,697		2,203		173,843		249,035
Randy Engel		59,067		7,296		3,830		130,434		200,627
Brian Hill		61,691		—		659		—		62,350
Gary Goldberg		14,885		—		441		—		15,326
William MacGowan		30,538		6,466		815		16,000		53,819
*All Directors and executive officers as a group, including those named above (24 persons)*		642,415		287,088		25,322		1,642,219		2,597,044

⁽¹⁾

Represents shares of the Company’s common stock held, or which the officer has the right to acquire within 60 days after February 25, 2013, pursuant to Performance Leveraged Stock Units (“PSUs”) and Strategic Stock Units (“SSUs”). PSUs and SSUs are awards granted by the Company and payable, subject to performance and vesting requirements, as set forth more fully below in the CD&A, in shares of the Company’s common stock. Shares underlying PSUs vesting within 60 days after February 25, 2013, for which the performance measurements have been met, are included in this column as follows: Richard T. O’Brien, 48,951; Russell Ball, 15,150; Randy Engel, 14,613, Brian Hill, 10,402, William MacGowan 11,395, and all executive offers as a group, 119,614. Shares underlying SSUs vesting within 60 days after February 25, 2013, for which the performance metrics have been met, are included in this column as follows: Richard T. O’Brien, 14,119, Russell Ball, 4,567, Randy Engel, 4,235, Gary Goldberg, 7,136, William MacGowan 2,983 and all executive officers as a group 40,283.

⁽²⁾

For 2012, director stock units (“DSUs”) were awarded to all non-employee Directors under the 2005 Stock Incentive Plan, except Messrs. Brook, Bucknor and Prescott elected to receive shares of the Company’s common stock. The DSUs represent the right to receive shares of common stock and are immediately fully vested and non-forfeitable. The holders of DSUs do not have the right to vote the underlying shares; however, the DSUs accrue dividend equivalents, which are paid at the time the common shares are issued. Upon retirement from the Board of Directors, the holder of DSUs is entitled to receive one share of common stock for each DSU. The amounts noted in this column for non-employee Directors represent DSUs.

⁽³⁾

Restricted Stock Awards (“RSAs”), Restricted Stock Units (“RSUs”) and Financial Performance Stock (“FPS”) of the Company’s common stock are awarded under the Company’s 2005 Stock Incentive Plan. RSAs can be voted, but are subject to forfeiture risk and other restrictions. RSAs are included in this column as follows: Richard T. O’Brien, 100,000. The RSUs do not have voting rights, and are subject to forfeiture risk and other restrictions. The RSUs accrue dividend equivalents, which are paid at the time the units vest and common stock is issued. Shares underlying RSUs vesting within 60 days after February 25, 2013, are included in this column as follows: William MacGowan 1,343 and all executive officers as a group, 19,425. This column does not include RSUs that vest more than 60 days after February 25, 2013. Shares underlying FPSs vesting within 60 days after February 25, 2013, for which the performance measurements have been met, are included in this column as follows: Richard T. O’Brien, 13,823, Russell Ball, 7,697; Randy Engel, 7,296; William MacGowan 5,123, and all executive offers as a group, 56,075.

⁽⁴⁾	Includes equivalent shares of the Company’s common stock held by the trustee in the Company’s 401(k) Plans for each participant as of the February 28, 2013, plan statement date. Each participant in such plan instructs the trustee as to how the participant’s shares should be voted.

⁽⁵⁾	Includes shares of the Company’s common stock that the executive officers have the right to acquire through stock option exercises within 60 days after February 25, 2013.

⁽⁶⁾	Mr. Prescott’s ownership includes 12,930 shares of common stock held in trust for Mr. Prescott’s Superannuation Fund. Mr. Prescott’s spouse is also a director of the trust. Mr. Prescott shares voting and investment power with his spouse.

⁽⁷⁾

Mr. O’Brien separated employment with the Company on March 1, 2013, at which time he became eligible for benefits under the Executive Severance Plan of Newmont as generally explained in the Post Employment Compensation section of the CD&A and in the Potential Payments Upon Termination or Change of Control section below. Following execution of a release and waiver without revocation, Mr. O’Brien will be entitled to acceleration of vesting of 116 SSUs, 10,957 FPS, 352,577 stock options and 100,000 RSAs. Such amounts are included in Mr. O’Brien’s ownership and are also included in the totals for all executive officers as a group set forth above.

⁽⁸⁾	Mr. Ball’s ownership includes 800 shares of common stock held by Mr. Ball’s minor children who share the same household.

Stock Ownership of Certain Beneficial Owners.

The following table sets forth information with respect to each person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities. The share information contained herein is based on investor filings with the SEC pursuant to Section 13(d) of the Securities Exchange Act of 1934.


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership			Percentage of Class
BlackRock, Inc.	Common Stock		⁽¹	⁾		12.55	%
40 East 52nd Avenue
New York, NY 10022
Capital World Investors, a Division of Capital Research and Management Company	Common Stock		⁽²	⁾		5.8	%
333 South Hope Street
Los Angeles, CA 90071

⁽¹⁾	As reported on Schedule 13G/A as filed on January 11, 2013, as of December 31, 2012, BlackRock, Inc. and its subsidiaries had sole power to vote and dispose of 61,681,268 shares of Newmont common stock.

⁽²⁾

As reported on Schedule 13G/A as filed on February 6, 2013, as of December 31, 2012, Capital World Investors, a Division of Capital Research and Management Company (“CRMC”) beneficially owned 28,528,000 shares of common stock. Capital World Investors is deemed to be the beneficial owner of such shares as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World Investors reported that it had sole power to vote and dispose of all such shares. It disclaimed beneficial ownership of all reported shares.

Director Compensation.

Effective January 1, 2013, the annual compensation for non-employee Directors for their service on the Board of Directors is set forth below:


Annual Retainer:		$110,000 for each Director
		$25,000 for the Chairman of the Audit Committee
		$10,000 for each Audit Committee Member
		$20,000 for the Chairman of the Compensation Committee
		$15,000 for the Chairman of each standing committee, other than the Chairman of the Audit Committee and the Chairman of the Compensation Committee
		$275,000 for the Non-Executive Chairman of the Board
Attendance Fees:		$2,000 for each Committee Meeting
		No attendance fees for Board meetings, except $2,000 for every meeting in excess of 15 per year.
Stock Award:		$130,000 of common stock or director stock units each year under the 2005 Stock Incentive Plan. The fair market value is determined on the third business day following election by the Board or re-election at the Company’s Annual Meeting.

During 2012, the annual compensation for non-employee Directors for their service on the Board of Directors was as set forth below:


Annual Retainer:		$100,000 for each Director
		$25,000 for the Chairman of the Audit Committee
		$5,000 for each Audit Committee Member
		$20,000 for the Chairman of the Compensation Committee
		$10,000 for the Chairman of each standing committee, other than the Chairman of the Audit Committee and the Chairman of the Compensation Committee
		$240,000 for the Non-Executive Chairman of the Board
Attendance Fees:		$2,000 for each Committee Meeting
		No attendance fees for Board meetings, except $2,000 for every meeting in excess of 15 per year.
Stock Award:		$130,000 of common stock or director stock units each year under the 2005 Stock Incentive Plan. The fair market value is determined on the third business day following election by the Board or re-election at the Company’s Annual Meeting.

The following table summarizes the total compensation paid or earned by the Company’s non-employee Directors during 2012:

2012 Director Compensation


Name⁽¹⁾	Fees Earned or Paid in Cash⁽²⁾ ($)		Stock Awards⁽³⁾ ($)		All Other Compensation ($)		Total ($)
Glen A. Barton⁽⁴⁾	$	62,139		–0–		–0–	$	62,139
Bruce R. Brook	$	111,000	$	130,000		–0–	$	241,000
J. Kofi Bucknor⁽⁵⁾	$	56,500	$	130,000	$	10,000	$	196,500
Vincent A. Calarco	$	375,000	$	130,000		–0–	$	505,000
Joseph A. Carrabba	$	122,000	$	130,000		–0–	$	252,000
Noreen Doyle	$	150,000	$	130,000		–0–	$	280,000
Veronica M. Hagen	$	122,000	$	130,000		–0–	$	252,000
Michael S. Hamson⁽⁶⁾	$	65,633	$	130,000		–0–	$	195,633
Jane Nelson	$	108,000	$	130,000		–0–	$	238,000
John B. Prescott	$	118,000	$	130,000		–0–	$	248,000
Donald C. Roth	$	146,000	$	130,000		–0–	$	276,000
Simon R. Thompson	$	108,000	$	130,000		–0–	$	238,000

⁽¹⁾	Mr. O’Brien’s compensation is shown in the Summary Compensation Table.

⁽²⁾	The amounts reported in this column represent all cash paid in 2012 for the annual retainer fees, chairmanships of the Board, and of the committees, as well as fees paid for attendance at committee meetings. Details are as follows:


Name	Annual Retainer Fees ($)		Chairmanships ($)		Committee Meeting Fees ($)		Total ($)
Glen A. Barton	$	56,139	$	0	$	6,000	$	62,139
Bruce R. Brook	$	105,000	$	0	$	6,000	$	111,000
J. Kofi Bucknor	$	52,500	$	0	$	4.000	$	56,500
Vincent A. Calarco	$	105,000	$	250,000	$	20,000	$	375,000
Joseph A. Carrabba	$	100,000	$	0	$	22,000	$	122,000
Noreen Doyle	$	105,000	$	25,000	$	20,000	$	150,000
Veronica M. Hagen	$	100,000	$	0	$	22,000	$	122,000
Michael S. Hamson	$	59,633	$	0	$	6,000	$	65,633
Jane Nelson	$	100,000	$	0	$	8,000	$	108,000
John B. Prescott	$	100,000	$	10,000	$	8,000	$	118,000
Donald C. Roth	$	100,000	$	20,000	$	26,000	$	146,000
Simon R. Thompson	$	100,000	$	0	$	8,000	$	108,000

⁽³⁾	For 2012, all non-employee Directors elected to receive $130,000 in the form of director stock units (“DSUs”), except Messrs. Brook, Bucknor, Hamson and Prescott who elected to receive their awards in the form of the Company’s common stock. The amounts set forth

next to each award represent the aggregate grant date fair value of such award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). The number of shares of common stock was calculated based on the fair value of the Company’s common stock on the third business day following re-election at the Company’s Annual Meeting for Messrs. Brook, Hamson and Prescott and on the third day following election to the Board for Mr. Bucknor, by taking the average of the high and low sales prices for a share of common stock on the New York Stock Exchange for such date, as reported by Bloomberg Professional, the independent commercial reporting service selected by the Compensation Committee of the Board of Directors. There are no other assumptions made in the valuation of the stock awards.

⁽⁴⁾	Mr. Barton retired from the Board effective as of April 24, 2012.

⁽⁵⁾

Mr. Bucknor previously served as an advisory director to the Company’s subsidiary, Newmont Ghana Gold Limited, and provided limited advisory and consulting services (as a non-employee contractor) in connection with the Company’s Ghanaian operations and project development. Those consulting services ceased prior to his election to the Newmont Mining Corporation Board of Directors in July 2012 and he no longer receives other compensation for his advisory services. The amount shown as All Other Compensation represents payments for consulting services rendered to Newmont Ghana Gold Limited from January 1, 2012 through April 2012 in the aggregate amount of $10,000.

⁽⁶⁾	Mr. Hamson retired from the Board effective as of July 25, 2012.

Outstanding Awards. The following table shows outstanding equity compensation for all non-employee Directors of the Company as of December 31, 2012:


	Stock Awards⁽¹⁾
Name	Aggregate Director Stock Units Outstanding (#)		Market Value of Outstanding Director Stock Units ($)
Bruce R. Brook		—		—
J. Kofi Bucknor		—		—
Vincent A. Calarco		16,968	$	787,994
Joseph A. Carrabba		14,474	$	672,173
Noreen Doyle		16,789	$	779,681
Veronica M. Hagen		16,789	$	779,681
Jane Nelson		4,521	$	209,955
John B. Prescott		10,059	$	467,140
Donald C. Roth		16,968	$	787,994
Simon R. Thompson		14,904	$	692,142

⁽¹⁾

In 2012, Messrs. Brook, Bucknor, and Prescott elected to receive their director equity awards in the form of common stock rather than in the form of DSUs, which amount is included in the Common Stock column of the Stock Ownership of Directors and Executive Officers Table set forth above. See footnote 2 to such table.

Share Ownership Guidelines. All Directors are encouraged to have a significant long-term financial interest in the Company. To encourage alignment of the interests of the Directors and the stockholders, each Director is expected to beneficially own shares of common stock of the Company having a market value of five times the annual cash retainer payable under the Company’s Director compensation policy. Directors elected before January 1, 2011, are expected to meet this requirement by January 1, 2013. Directors elected after January 1, 2011, are expected to meet this requirement within five years of becoming a director. All Directors meet the share ownership guidelines or fall within the exception period.

Compensation Consultant. The Board of Directors has engaged Frederic W. Cook & Co. (“Cook & Co.”) during 2012 to assist in the evaluation of independent Director compensation. For a description of executive compensation consulting services provided by Cook & Co. to the Compensation Committee of the Board of Directors, see page 30 of the Compensation Discussion and Analysis.

Committees of the Board of Directors and Attendance.

Attendance at Meetings. During 2012, the Board of Directors held ten meetings. Each incumbent Director attended 75% or more of all meetings of the Board of Directors and committees of the Board of Directors on which he or she served. It is the policy and practice of the Company that nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the Board members at the time of the 2012 Annual Meeting of Stockholders held on April 24, 2012, attended the meeting.

Board Committees. The Board of Directors has, in addition to other committees, Audit, Compensation, Corporate Governance and Nominating, and Environmental, Social Responsibility, Operations and Safety Committees. All members of these four committees are independent, as defined in the listing standards of the

New York Stock Exchange and the Company’s Corporate Governance Guidelines. Each Committee functions under a written charter adopted by the Board, which are available on our website at http://www.newmont.com/our-investors/our-governance. The current members of these Committees and the number of meetings held in 2012 are shown in the following table:


Audit Committee Members⁽¹⁾	Functions of the Committee	Meetings in 2012
Noreen Doyle, Chair J. Kofi Bucknor⁽²⁾ Bruce R. Brook Vincent A. Calarco	• assists the Board in its oversight of the integrity of the Company’s financial statements		4
	• assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements and corporate policies and controls
	• authority to retain and terminate the Company’s independent auditors
	• approve auditing services and related fees and pre-approve any non-audit services
	• responsible for confirming the independence and objectivity of the independent auditors
	• please refer to “Report of the Audit Committee” on page 72
Compensation Committee Members	Functions of the Committee	Meetings in 2012
Donald C. Roth, Chairman Joseph A. Carrabba Veronica M. Hagen	• determines the components and compensation of the Company’s key employees, including its executive officers		7
	• reviews plans for management development and senior executive succession
	• administers (determines) awards of stock based compensation, which for the CEO are subject to ratification by the full Board of Directors
	• please refer to “Report of the Compensation Committee on Executive Compensation” and the “Compensation, Discussion and Analysis” beginning on pages 22 and 23, respectively
Corporate Governance and Nominating Committee Members	Functions of the Committee	Meetings in 2012
Vincent A. Calarco, Chairman Noreen Doyle Donald C. Roth	• proposes slates of Directors to be nominated for election or re-election		6
	• proposes slates of officers to be elected
	• conducts annual Board and committee evaluations
	• conducts evaluations of the performance of the Chief Executive Officer
	• responsible for recommending amount of Director compensation
	• advises Board of corporate governance issues
Environmental, Social Responsibility, Operations and Safety Committee Members⁽³⁾	Functions of the Committee	Meetings in 2012
John B. Prescott, Chairman Joseph A. Carrabba Veronica M. Hagen Jane Nelson Simon R. Thompson	• assists the Board in its oversight of operations and safety issues		4
	• assists the Board in its oversight of sustainable development, environmental affairs, community relations and communications issues, including oversight of the Company’s Community Relations Review and Beyond the Mine Report
	• assists the Board in furtherance of its commitments to adoption of best practices in mining operations, promotion of a healthy and safe work environment, and environmentally sound and socially responsible resource development
	• administers the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to these issues

⁽¹⁾	The Board of Directors has determined that each of the members of the Audit Committee is an Audit Committee Financial Expert, as a result of his or her knowledge, abilities, education and experience.

⁽²⁾	J. Kofi Bucknor was appointed to the Audit Committee following his election to the Board on July 24, 2012.

⁽³⁾

On October 25, 2011, the Board of Directors resolved to combine the responsibilities and functions of each of the Environmental and Social Responsibility Committee and the Operations and Safety Committee to form the Environmental, Social Responsibility, Operations and Safety Committee (the “ESROS Committee”). The ESROS Committee is comprised of at least three Directors appointed by the

Board. In appointing members of the ESROS Committee, the Board considers breadth of industry or relevant country experience and knowledge regarding operations and safety issues. The authority, structure, operations, purpose, responsibilities and specific duties of the ESROS Committee are described under its written charter adopted by the Board which is available on our website at http://www.newmont.com/our-investors/our-governance.

Corporate Governance.

Corporate Governance Guidelines and Charters. The Company has adopted Corporate Governance Guidelines that outline important policies and practices regarding the governance of the Company. In addition, each of the committees has adopted a charter outlining responsibilities and operations. The Corporate Governance Guidelines and the charters are available on our website at http://www.newmont.com/our-investors/our-governance.

Board Leadership and Independent Chairman. The Board of Directors selects the Chairman of the Board in the manner and upon the criteria that it deems best for the Company at the time of selection. The Board of Directors does not have a prescribed policy on whether the roles of the Chairman and Chief Executive Officer should be separate or combined. At all times, the Board of Directors has either a Non-Executive Chairman or Lead Director of the Board, which Chairman or Lead Director will meet the Company’s independence criteria and will be elected annually by the independent members of the Board of Directors.

Before 2008, the positions of Chairman of the Board and Chief Executive Officer were held by a single person. Due to the potential efficiencies of having the Chief Executive Officer also serve in the role of Chairman of the Board and the long tenure of the Chief Executive Officer, the Board of Directors determined that the interests of the Company and its stockholders were best served by the leadership and direction provided by a single person as Chairman and Chief Executive Officer. In 2007, the Board of Directors considered a stockholder proposal included in the 2007 Proxy Statement regarding the separation of such roles. The Board agreed to separate the roles as of January 1, 2008, in response to the stockholder vote and the Board’s determination regarding what was in the best interest of the Company at such time. The Board will continue to evaluate whether this leadership structure is in the best interests of the stockholders on a regular basis.

In January 2008, the independent members of the Board of Directors elected Vincent A. Calarco as independent Non-Executive Chairman of the Board. Mr. Calarco has been re-elected each year since 2008 as Non-Executive Chairman. He presides at Independent Directors sessions scheduled at each regular Board meeting. The Non-Executive Chairman serves as liaison between the Chief Executive Officer and the other Independent Directors, approves meeting agendas and schedules and notifies other members of the Board of Directors regarding any significant concerns of stockholders or interested parties of which he or she becomes aware. The Non-Executive Chairman presides at stockholders meetings and provides advice and counsel to the Chief Executive Officer.

Board Oversight of Risk Management. The Board of Directors is engaged in company-wide risk management oversight. Directors are entitled to rely on management and the advice of the Company’s outside advisors and auditors, but must at all times have a reasonable basis for such reliance. The Board of Directors relies upon the Chief Executive Officer and Chief Financial Officer to supervise the day-to-day risk management, each of whom provides reports directly to the Board of Directors and certain Board Committees, as appropriate. The Company has a global Enterprise Risk Management team, led by the Company’s Vice President and Treasurer. The Enterprise Risk Management team’s objectives include conducting the compensation risk assessment and reporting the process and findings to the Audit Committee, the Compensation Committee and Environmental, Social Responsibility, Operations and Safety Committee regularly, and to the full Board of Directors on at least an annual basis.

The Board of Directors also delegates certain oversight responsibilities to its Board Committees. For a description of the functions of the various Board Committees, see “Board Committees” above. For example, while the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations, and ethics rests with the management of the Company, the Audit Committee provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, the independent auditor’s selection, retention, qualifications, objectivity and independence, and the performance of the Company’s internal audit function. Additionally, the

Compensation Committee provides risk oversight with respect to the Company’s compensation program. For a discussion of the Compensation Committee and Enterprise Risk Management team’s assessments of compensation-related risks, see “Compensation Discussion and Analysis — Executive Compensation Risk Assessment.” The Environmental, Social Responsibility, Operations and Safety Committee provides oversight and direction with regard to environmental, social responsibility, community relations, safety and operating risks.

Communications with Stockholders or Interested Parties. Any stockholder or interested party who desires to contact the Company’s Chairman, the non-management directors as a group or the other members of the Board of Directors may do so by writing to the Secretary, Newmont Mining Corporation, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA. Any such communication should state the number of shares owned, if applicable. The Secretary will forward to the Chairman any such communication addressed to him, the non-employee Directors as a group or to the Board of Directors generally, and will forward such communication to other Board members, as appropriate, provided that such communication addresses a legitimate business issue. Any communication relating to accounting, auditing or fraud will be forwarded immediately to the Chair of the Audit Committee.

Majority Voting Policy. At the 2010 Annual Meeting of Stockholders, the stockholders approved a proposal submitted by United Brotherhood of Carpenters and Joiners of America to initiate the appropriate process to amend the Company’s governance documents to provide that Director nominees be elected by the affirmative vote of the majority of votes cast at an Annual Meeting in a non-contested election. As a result, the Board of Directors amended the Company’s By-Laws to require that in an uncontested election each Director will be elected by a vote of the majority of the votes cast, which means the number of votes cast “for” a Director’s election exceeds 50% of the number of votes cast with respect to that Director’s election. Notwithstanding the foregoing, in the event of a “contested election” of the Directors (as defined in the Company’s By-Laws), Directors shall be elected by the vote of a plurality of the votes cast at any meeting for the Election of Directors at which a quorum is present.

If a nominee for Director does not receive the vote of at least a majority of votes cast at an Annual Meeting, it is the policy of the Board of Directors that the Director must tender his or her resignation to the Board. In such a case, the Corporate Governance and Nominating Committee will make a recommendation to the Board, whether to accept or reject the tendered resignation, taking into account all of the facts and circumstances. The Director who has tendered his or her resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines describing this policy are available on our website at www.newmont.com/our-investors/our-governance.

Retirement Age. The Company’s retirement policy for non-employee Directors provides that, except at the request of the Board of Directors, no non-employee Director may stand for re-election to the Board after reaching age 72.

Code of Business Ethics and Conduct. Newmont has adopted a Code of Business Ethics and Conduct (the “Code”) applicable to all of its Directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and other persons performing financial reporting functions. The Code is available on our website at http://www.newmont.com/our-investors/our-governance. The Code is designed to deter wrongdoing and promote: (a) honest and ethical conduct; (b) full, fair, accurate, timely and understandable disclosures; (c) compliance with laws, rules and regulations; (d) prompt internal reporting of Code violations; and (e) accountability for adherence to the Code. The Company will disclose any amendments to, or waivers from, certain provisions of the Code that apply to the Company’s Directors or executive officers within four days of such event on Form 8-K.

Related Person Transactions. The Board has adopted written policies and procedures for approving related person transactions. Any transaction with a related person, other than transactions available to all employees generally or involving aggregate amounts of less than $120,000, must be approved or ratified by the Audit Committee, the Compensation Committee for compensation matters, or disinterested members of the Board. The policies apply to all executive officers, Directors and their family members and entities in which any of these individuals has a substantial ownership interest or control.

Report of the Compensation Committee on Executive

Compensation

The Compensation Committee of the Board of Directors (the “Compensation Committee”) is composed entirely of Directors who are not officers or employees of the Company or any of its subsidiaries, and are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Compensation Committee has adopted a Charter that describes its responsibilities in detail, and the Compensation Committee and Board review and assess the adequacy of the Charter on a regular basis. The Compensation Committee has the responsibility of taking the leadership role with respect to the Board’s responsibilities relating to compensation of the Company’s key employees, including the Chief Executive Officer, the Chief Financial Officer and the other executive officers. Additional information about the Compensation Committee’s role in corporate governance can be found in the Compensation Committee’s Charter, available on the Company’s web site at http://www.newmont.com/our-investors/our-governance.

The Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis section of this Proxy Statement. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Submitted by the following members of the Compensation Committee of the Board of Directors:

Donald C. Roth, Chairman

Joseph A. Carrabba

Veronica M. Hagen

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis (“CD&A”) describes Newmont’s executive compensation programs and compensation decisions in 2012 for our Named Executive Officers (“Officers”), who for 2012 includes:

•

Richard T. O’Brien, President and Chief Executive Officer;

•

Gary Goldberg, President and Chief Operating Officer;

•

Russell Ball, Executive Vice President and Chief Financial Officer;

•

Randy Engel, Executive Vice President, Strategic Development;

•

William MacGowan, Executive Vice President, Human Resources and Communications; and

•

Brian Hill, former Executive Vice President, Sustainability and External Affairs⁽¹⁾.

⁽¹⁾	On October 14, 2012, Mr. Hill separated employment with Newmont; reference the Form 8-K filed October 4, 2012.

The information is presented in the CD&A as follows:

•

Executive Summary: Provides the highlights of the Company’s business performance, executive compensation structure and the relationship between the two (“pay-for-performance”), and the key Compensation Committee actions in 2012;

•

Philosophy and Objectives: An overview of the compensation philosophy and objectives of the executive compensation program at Newmont;

•

Components of Total Compensation: Provides details of the components of executive pay, how they are structured and why they are used;

•

2012 Compensation: Provides details regarding 2012 pay levels and incentive programs;

•

Looking Ahead to 2013: Provides a summary of planned updates to the 2013 executive compensation program; and

•

Other Policies and Considerations: Provides information on other programs, governance, risk and related items.

Executive Summary.

Company Overview and Summary of 2012 Business Results. Newmont is one of the world’s largest gold producers, is the only gold company included in the S&P 500 Index and Fortune 500, and has been included in the Dow Jones Sustainability Index-World for six consecutive years. The Company is also engaged in the exploration for and acquisition of gold and gold/copper properties. The Company has significant operations and/or assets in the United States, Australia, Peru, Indonesia, Ghana, Mexico and New Zealand.

The Company’s vision is to be the most valued and respected mining company through industry-leading performance. 2012 Company highlights are included below and discussed in more detail in the Company’s Form 10-K.

Operating and financial performance highlights.

•

Operating cash flow of $2.4 billion, helping to support a strong stockholder dividend as well as investments in our operations and projects for long-term sustainability and growth;

•

Record regular dividends paid to stockholders of $695 million, representing a payout ratio of 38% of adjusted net income;

•

Gold operating margin⁽¹⁾ of $985 per ounce in 2012, supporting the ability to exceed the earnings before interest, tax, depreciation and amortization (“EBITDA”) target for the year;

⁽¹⁾	See our 2012 Annual Report on Form 10-K under the heading “Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, Non-GAAP Financial Measures, Operating margin per ounce/pound” for a reconciliation of such measure.

•

Annual Revenue of $9.9 billion;

•

Strong net income attributable to Newmont stockholders of $3.65 per share, adjusted net income of $3.73 per share⁽²⁾;

•

Consolidated gold production of approximately 5.6 million ounces (5.0 million ounces attributable to Newmont) at costs applicable to sales of $677 per ounce;

•

Consolidated copper production of approximately 224 million pounds (143 million pounds attributable to Newmont) at costs applicable to sales of $2.34 per pound; and

•

Gold and copper reserves of 99.2 million ounces and 9,510 million pounds, respectively, at December 31, 2012.

While reporting another year of strong operating performance, overall production decreased from the prior year while costs increased. These factors are incorporated in the Company’s executive compensation incentive program and the corresponding performance is reflected in the incentive plan results, as shown in the following section “Company Performance and Relationship to Officer Compensation for 2012.”

Additionally, we remain dedicated to key initiatives to further drive continuous improvement and business efficiencies in our organization:

•

Continuing to improve our strong safety performance, striving for zero harm;

•

Delivering value to stockholders through strong free cash flow growth potential, leverage to gold price, a commitment to returning capital to stockholders, and maximizing the value of our assets;

•

Maintaining our industry-leading environmental, social and community relations commitments;

•

Remaining a leading member of the Dow Jones Sustainability World Index; and

•

Investing in our people.

Our executive compensation programs aim to support the achievement of Company goals, as further described in this CD&A.

Context for Newmont’s Balanced Portfolio—Managing Executive Compensation in the Commodities Industry. Our stock price is heavily influenced by gold, copper and other commodity prices, which are in turn primarily driven by macroeconomic factors that are outside of the Company’s control. Since our stock price is significantly influenced by these external factors, Newmont’s compensation program is primarily designed to focus management’s efforts in areas where they have the most influence on driving business performance, as well as to motivate and retain outstanding leadership through various economic and commodity price cycles. We believe this approach aligns the incentive structure with business performance elements that support the goal of providing long-term performance gains for our stockholders.

To achieve this, the Company utilizes a comprehensive performance-based compensation structure, ensuring an appropriate balance of operational, financial and share price incentives based on:

•

Annual and long-term performance;

•

Internal and external performance comparisons;

•

Absolute and relative performance measures; and

•

Formulaic and discretionary programs.

⁽²⁾	See our 2012 Annual Report on Form 10-K under the heading “Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, Non-GAAP Financial Measures, Adjusted Net Income” for a reconciliation of such measure.

Compensation Structure. Our executive compensation program — composed of salary and short- and long-term incentives — is intended to align the interests of our Officers with those of our stockholders. This program accomplishes this by rewarding performance that is designed, over time, to result in an increase in the value of our stockholder’s investments in Newmont. We believe that the proportion of at-risk, performance-based compensation should comprise a significant portion of executive pay and rise as an executive’s level of responsibility increases. Characteristics of our program that support this include:

•

Short- and long-term incentives made up over 80% of 2012 target total compensation (as noted in “Components of Total Compensation”) with long-term and equity compensation representing a significant portion of total pay;

•

Overall, approximately two-thirds of targeted compensation for our Officers is based on the long-term financial and stock price performance of Newmont; and

•

The incentive compensation actually received by Officers varies based upon the Company’s short- and long-term performance and Newmont’s stock price.

While providing incentives for performance, the design of our program is intended to mitigate excessive risk taking by executives. Our Compensation Committee believes that the mix and structure of compensation as described in this CD&A strike an appropriate balance to promote sustained performance without motivating or rewarding excessive risk.

Newmont’s Executive Compensation Structure—Portfolio of Leadership Measures

(percentages reflect mix of target compensation for the CEO)

LOGO

Company Performance and Relationship to Officer Compensation for 2012. Company results on operational, financial and relative stockholder return measures (the “incentive measures”) have a direct link to our incentive compensation plans. We believe our incentive measures are the key drivers for business results, support sustained long-term performance, and promote stockholder alignment. Further, performance on the incentive measures is directly correlated to the pay received by the Company’s Officers. Components of Officer compensation increased or decreased in 2012 based on the level of achievement of these goals as further explained below.

(See the “2012 Compensation” section of this Proxy Statement for additional information on the measures, results and payments.)

Summary of Incentive Measures, Company Performance and Resulting Compensation:


Newmont’s Incentive Plans⁽¹⁾	Incentive Plan Measure(s)	Corporate Metric / Goal Supported	Newmont Performance vs. Target	Overall Performance Result / Plan Payout
Corporate Performance Bonus (Annual Incentive Plan)	Gold and Copper Production	Revenue	Below Target	Below Target 71.9%
	Costs Applicable to Sales	Expense	Below Target
	Capital Expenditures	Efficient Use of Capital	Above Target
	Project Execution	Future Operations Development	Above Target
	Reserves	Assets; Future Revenue	Below Target
	Non-Reserve Mineralization	Assets; Future Revenue	Below Target
Strategic Stock Units (Performance-based Long- term Incentive)	EBITDA	Profitability	Above Target	Above Target 106%
Performance-Leverage Stock Units (Performance-based Long-term Incentive)	Share Price Growth	Share Price Performance	Below Target	Above Target 144.9%
	Total Shareholder Return vs. Peers	Share Price Performance plus Dividends vs. Peers	Above Target—Top Quartile	Above Target 144.9%

⁽¹⁾	The Strategic Objectives Bonus is not listed in the table above as it varies for each Officer based on his performance; a summary of each Officer’s results and corresponding Strategic Objectives Bonus award is provided under the section “2012 Compensation.”

Summary of 2012 Changes in Compensation, Performance Results and Corresponding Compensation Plan Payments (further details are provided for each officer in the “2012 Compensation” section of this CD&A):

•

Base Salary: None of the Officers received base salary adjustments during the annual review process for 2012. Based on the executive compensation review, the Compensation Committee deemed that the salaries for Officers were generally in line with targeted market levels, and with consideration of the one-time impairment experienced in 2011, no adjustments were provided (note: Mr. Goldberg received a salary increase to recognize his promotion to President and Chief Operating Officer in July 2012);

•

Corporate Performance Bonus: The aggregate performance for 2012 yielded a 71.9% of target (below target payout) based on the measures stated above;

•

Strategic Objectives Bonus: The awards ranged from 75% to 150% of the respective targets based on individual quantitative and qualitative performance;

•

Strategic Stock Units: The performance for the earnings metric (“EBITDA”) was 101.5% of target, resulting in an award of 106% of target for the Officers; and

•

Performance-Leveraged Stock Units: Newmont’s absolute stock price decreased 5% for the 3 year period of 2010 through 2012, however overall TSR for the same period increased 1% resulting in a relative TSR performance that placed Newmont at the 82nd percentile (top quartile performance) of the benchmarking peer group over the same period, which combined, funded the program at 145% of target.

Summary of 2012 CEO Compensation. Based on the 2012 business and incentive plan results discussed in the prior sections, Mr. O’Brien received compensation as listed in the table⁽¹⁾ below for 2012. Information for prior years is also provided for a year-over-year comparison. Note that in 2011, Mr. O’Brien volunteered to forego his Strategic Objectives Bonus based on a one-time impairment recorded for that year. Outside of this, 2012 compensation would have otherwise remained generally consistent with or slightly below 2011 and 2010. Details regarding the amounts listed in the table for Mr. O’Brien are provided in the section “2012 Compensation” and in the “Summary Compensation Table.”²


Name	Salary		Bonus (Strategic Objectives)		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Richard O’Brien 2012	$	1,150,000	$	634,435	$	6,470,633	$	0	$	608,212	$	117,547	$	8,980,827
Richard O’Brien 2011	$	1,150,000	$	0	$	4,673,868	$	1,999,200	$	646,875	$	94,401	$	8,564,344
Richard O’Brien 2010	$	1,065,000	$	779,100	$	7,103,249	$	1,600,000	$	988,185	$	64,678	$	11,600,212

⁽¹⁾

Table includes all items as reflected in the Summary Compensation Table (provided after this CD&A) except for the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” as these items largely reflect fluctuations in actuarial values due to a change in interest rates making the evaluation of actual year-over-year compensation more difficult. The stock award values are based on required reporting for the Summary Compensation Table and do not reflect actual current or paid value.

⁽²⁾

Mr. O’Brien departed the Company effective March 1, 2013. With Mr. O’Brien’s planned succession, some of his personal objectives for 2012, which are incorporated in Mr. O’Brien’s Strategic Objectives Bonus award, included transition activities to prepare Mr. Goldberg to assume the role of CEO. In connection with Mr. O’Brien’s departure from the Company, Mr. O’Brien will receive benefits in accordance with the Company’s Executive Severance Plan.

Also provided in the section “2012 Compensation” is an alternate view of total compensation, “Realizable Pay”, for 2012 which includes the base salary, actual Corporate Performance Bonus and Strategic Objectives Bonus values, and value of stock awards based on Newmont’s closing price at the end of the year. This view reflects actual bonus payments for 2012 results and the impact on stock award values given Newmont’s stock price change for 2012. As noted in the table “2012 Actual Realizable Pay” in the “2012 Compensation” section, Mr. O’Brien’s realizable compensation for 2012 was below target and the amounts in the table above reflecting the 2012 performance against targets in the Corporate Performance Bonus and the Strategic Objectives, and the stock price performance for the year.

2012 Say on Pay Vote. In 2012, Newmont received a 95% vote in favor of the “Advisory Vote on the Compensation of the Named Executive Officers” (“Say on Pay”). Additional information regarding the “Say on Pay” vote is on pages 73 and 74. While this result indicates strong support for Newmont’s Officer compensation, the Compensation Committee continued to focus on evolving our executive compensation structure to increase its effectiveness and further align with stockholder interests.

Summary of Key 2012 Compensation Committee Actions. The following highlights some of the key actions by the Compensation Committee, as well as the changes in Officer compensation, in 2012:

Some of the actions include:

•

Revised the Annual Corporate Performance Bonus: Added a new component in the annual Corporate Performance Bonus, “Project Execution,” to measure the effective use of capital with the intention of providing an improved measure of project success and returns on significant investments;

•

Improved the Pay Alignment of the Long-Term Incentive Program: Implemented significant changes to the long-term incentive structure and measures. Based on an analysis of the Company’s long-term incentive program, the 2012 long-term incentive structure was revised to further improve pay-for-performance, simplify the compensation structure and eliminate the duplication of measures. The 2012 programs are fully performance-based and focus on key financial performance measures aligned with stockholder value, including Total Shareholder Return (“TSR”) and EBITDA;

•

Adopted a New Change of Control Policy to Remove Gross-ups: As of January 1, 2012, the new policy removes the excise tax gross up provided in the prior policy. The new policy applies to employees hired into, or current employees promoted into, eligible positions. (The prior policy remains in place for employees who were eligible on, or prior to, December 31, 2011; additional details are provided in the section “Post Employment Compensation.”);

•

Revised the Company’s Peer Group: Reviewed and revised the Company’s peer group to ensure appropriate industry representation and benchmarking comparators; and

•

Set CEO Compensation for the Planned Transition of the Incoming CEO: Reviewed and recommended Chief Executive Officer compensation in accordance with the Company’s principles during the succession planning and transition of the Company’s CEO.

Additionally, for 2013, as described in this Proxy Statement, a new long-term incentive plan and performance pay plan is submitted for stockholder approval. The plans are structured to promote positive corporate governance practices and stockholder alignment for executive compensation plans.

Foundational Executive Compensation Practices. The actions above build upon our strong governance model and other policies that are in place, including:

•

Competitive Stock Ownership Requirements: Stock ownership requirements for Officers to own significant holdings of Newmont stock (five times salary for the CEO);

•

Well-Managed “Burn Rate”: Annual employee stock issuance “burn rate” (dilution) under 1%;

•

Appropriate Vesting Terms: Equity grant practices with at least three year combined performance and vesting periods for Officer awards;

•

Compensation Clawback Provision: A clawback policy to recover excess compensation from incentive payouts and stock gains if the financial results were misstated, whether intentionally or by administrative error;

•

No Hedging, Pledging or Margin Policy: Stock trading policy prohibiting executives from buying Newmont stock on margin, or hedging Newmont stock holdings;

•

Double-Trigger Change of Control: Change-of-control plans that provide cash payments only upon termination following a change-of-control (“double-trigger”), including stock acceleration only upon a double-trigger beginning with 2012 grants;

•

No Employment Agreements: No employment agreements for Officers;

•

No Repricing: Prohibition against the repricing of stock options without stockholder approval;

•

Committee Governance Model: Compensation Committee operating model and annual work plan to support the governance activities of the Compensation Committee;

•

Committee Charter Review: Compensation Committee charter, which is reviewed on a regular basis to ensure it is current with best practices and maintains high governance standards;

•

Independent Committee Advisor: Use of an independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook & Co.”), to advise the Compensation Committee regarding executive compensation (the consultant does not perform any other services for the Company);

•

Audit of Incentive Plan Processes, Results and Payments: The Internal Audit function (which formally reports to the Audit Committee of the Board of Directors) reviews plan processes and calculations to ensure accuracy, and to ensure that the results and payments conform to the rules contained within each respective plan;

•

Regular Executive Sessions: Executive sessions of the Compensation Committee without management present; and

•

Succession Planning: Executive succession planning review.

Philosophy and Objectives.

Compensation Philosophy. Newmont’s executive compensation programs are designed to effectively link the actions of our executives to business outcomes that drive value creation for stockholders. In designing these programs, we are guided by the following principles:

•

Maintaining a clear link between the achievement of business goals and compensation payout. Our Compensation Committee believes that:

(1)

Officers should be evaluated and paid based on performance that leads to long-term success and relative stock price improvement; and

(2)

Officer compensation programs can be an effective means of driving the behavior to accomplish our objectives, but only if each executive clearly understands how achievement of predetermined business goals influences his or her compensation.

•

Selecting the right performance measures. Equally important is the selection of those performance measures which need to be measurable and linked to both increased stockholder value and Newmont’s short- and long-term success.

•

Sharing information and encouraging feedback. Focused and clear program design supports transparency for our stockholders. It is important for stockholders to understand the basis for our Officers’ compensation, as this provides stockholders insight into our goals, direction and the manner in which resources are being used to increase stockholder value. We welcome stockholder input and have regularly responded to feedback from stockholders in this regard.

Transparency and open disclosure are core components of Newmont’s values. We hope this information provides insight into the process that we follow in designing and implementing our executive compensation programs.

Compensation Objectives. We believe that executive compensation should be directly linked to continuous improvements in corporate performance and increases in stockholder value. Newmont’s executive compensation programs are designed to:

•

Motivate executives to achieve business goals that drive value for our stockholders;

•

Provide competitive compensation opportunities to attract and retain highly qualified executives;

•

Emphasize long-term performance, which includes our high safety and social responsibility standards;

•

Blend the mix of cash and equity compensation and financial and non-financial performance;

•

Provide incentives to improve performance without taking excessive risks; and

•

Encourage an ownership mentality and stewardship of long-term stockholder interests.

Components of Total Compensation.

The components of target total direct compensation for our Officers are described in the Executive Summary and stated below. We emphasize performance-based “at-risk” compensation, based on operational, financial and share price performance.

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Developing Our Executive Compensation Program. Each year the Compensation Committee conducts a detailed analysis of executive compensation designed to:

•

Assess the competitiveness of the Company’s executive compensation levels against peer groups;

•

Consider the desired target benchmark for total executive compensation levels; and

•

Make necessary refinements to the compensation components to further align executive compensation with performance goals and ensure good governance practices.

Roles within the review process. The Compensation Committee meets on a regular basis with the Chief Executive Officer and representatives from the Company’s Human Resources, Corporate Legal, and Finance Departments. The role of management is to provide the Compensation Committee with perspectives on the business context and individual performance to assist the Compensation Committee in making its decisions. The Company’s Human Resources Department supports the Compensation Committee by providing data and analyses on compensation levels and trends. In addition, external independent compensation experts consult with the Compensation Committee regarding specific topics as further described in the following paragraph. An executive session, without management present, is generally held at the end of each Compensation Committee meeting. The independent members of the Board of Directors make all decisions regarding the Chief Executive Officer’s compensation in executive session, upon the recommendation of the Compensation Committee. The Compensation Committee Chairman provides regular reports to the Board of Directors regarding actions and discussions at Compensation Committee meetings.

Use of Independent Compensation Advisors. The Compensation Committee, which has the authority to retain special counsel and other experts, including compensation consultants, has engaged Frederic W. Cook & Co. (“Cook & Co.”) to assist the Compensation Committee with: (1) advice regarding trends in executive compensation, (2) independent review of management proposals, and (3) an independent review and recommendation on Chief Executive Officer compensation, as well as other items that come before the Compensation Committee. Cook & Co. has reviewed the compensation philosophy, objectives, strategy, benchmark analyses and recommendations regarding Officer compensation.

Cook & Co. is engaged solely by the Compensation Committee and does not provide any services or advice directly to management unless authorized to do so by the Committee. In connection with its engagement of Cook & Co., the Compensation Committee reviewed Cook & Co.’s independence including, but not limited to, the amount of fees received by Cook & Co. from Newmont as a percentage of Cook & Co.’s total revenue, Cook & Co.’s policies and procedures designed to prevent conflicts of interest, the existence of any business or personal relationship (including stock ownership) that could impact Cook & Co.’s independence. After reviewing these and other factors, the Compensation Committee determined that Cook & Co. is independent and that its engagement did not present any conflicts of interest. Cook & Co. also determined that it was independent from management and confirmed this in a written statement delivered to the Chairman of the Compensation Committee.

Compensation Decision Process. When making compensation decisions for Officers, the Compensation Committee considers factors beyond market data and the advice of consultants. The Compensation Committee considers the individual’s performance, tenure and experience, the overall performance of the Company, any retention concerns, the individual’s historical compensation and the compensation of the individual’s peers within the Company and market. While the Compensation Committee does have certain guidelines, goals, and tools that it uses to make its decisions, as explained below, the compensation process is not an exact science but incorporates the reasoned business judgment of the Compensation Committee. In making decisions for executives other than the Chief Executive Officer, the input and perspective of the Chief Executive Officer is considered by the Compensation Committee.

Compensation Components and Alignment to Compensation Philosophy.

The components of our executive compensation program contain five main elements as shown in the previous chart. We explain the philosophy and key features of each below.

Determining the Proper Mix of Different Pay Elements. In determining how we allocate an Officer’s total compensation package among various components, we emphasize compensation elements that reward performance on measures that align closely with business success, underscoring the pay-for-performance philosophy. A significant portion of our executive compensation is performance-based or “at-risk.” Our Chief Executive Officer and other Officers have a higher percentage of at-risk compensation relative to other employees, because our Officers have the greatest influence on Company performance. Stock-based long-term incentives represent the largest component of pay, in order to encourage sustained long-term performance and ensure alignment with stockholders’ interests. In the graphs below, we show the emphasis on at-risk or stockholder-aligned compensation through performance-based short-term and long-term incentives compared to base salary.

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Components of Compensation and Alignment to Goals. The Company recognizes that its stock price is heavily influenced by the price of gold, copper and other commodities, which are outside of the control of the Company. Thus, as a way to balance the commodity fluctuation, the Company grants a mix of incentives including performance-based strategic stock units (based on operating earnings) and performance-leveraged stock units (based on share return measures) to align the interests of management with the long-term interests of stockholders. This balanced approach means that management needs to achieve specific performance goals to earn the common stock and restricted stock units even in periods of positive gold/copper price movement, and that the equity package continues to motivate performance in down-cycles as the common stock and restricted stock units could retain value and have motivational impact even when gold/copper prices are falling. At the same time, the use of stock price-based incentives ensures that the highest rewards will only occur with an increasing stock price and performance that exceeds the median of the Company’s gold mining peers.

The components of the compensation structure are:


Time Horizon	Component	Purpose	Key Features
Current	Base Salary	Compensation for the level of responsibility, experience, skills, and sustained individual performance.	Fixed compensation is not subject to financial performance risk; Targeted to the 50^th percentile of the peer group to ensure the ability to compete in a difficult leadership talent environment; Individual compensation can vary above or below the market reference point based on such factors as performance, skills, experience and scope of the role relative to internal and external peers.
Short-Term	Annual Incentive Compensation Plan	Supports annual operating and financial performance, based on defined performance metrics.	Annual cash award which ranges from 0-200% of target based on: • Production; • Cost of sales; • Capital expenditures; • Execution of projects that enable future growth; • Reserve additions; and • Non-reserve mineralization additions.
Short-Term	Strategic Objectives Bonus	Rewards for the achievement of group and individual strategic objectives designed to support current initiatives, long-term sustainability and Company performance.	Annual cash award based on stated measures and objectives approved in advance by the Compensation Committee.
Long-Term	Performance-Leveraged Stock Units	Incentive to outperform peer group stock price performance to make Newmont the preferred gold stock; aligns pay with stockholder interests and long-term stock price performance.	Awards are based on absolute stock price growth and relative stock price performance against the peer group, over a three-year period.
Long-Term	Strategic Stock Units	An incentive to deliver against the Company’s earnings targets and support the funding of the Company’s dividend and strategic growth plans.	Awards are based on the achievement of the Company’s annual “EBITDA” target (earnings before interest, taxes, depreciation and amortization). The program contains a minimum performance threshold for payment and a cap for maximum payout.

Determination of Target Total Compensation. We consider a variety of factors when determining target Officer compensation to ensure we have a comprehensive understanding of alignment to goals, reasonableness of pay, internal equity, pay-for-performance, and ability to attract and retain executive talent. The primary items considered when making executive compensation determinations are discussed below and include:

•

Market information;

•

Individual performance;

•

Experience, skills and scope of responsibilities;

•

Company performance;

•

Succession planning;

•

Value of the compensation relative to the corresponding objective; and

•

Other key measures which assist in providing a comprehensive understanding of pay, such as pay mix, internal equity, Chief Executive Officer compensation versus Total Shareholder Return, and performance sensitivity analysis.

Competitive Considerations (Market Information).

Peer Group Determination. We strive to compensate our Officers competitively relative to industry peers. As part of the Compensation Committee’s charter and to ensure the reasonableness and competitiveness of Newmont’s position in the industry, the Compensation Committee regularly evaluates Newmont’s peer group with the aid of its independent consultant, Cook & Co., and with input from management. As noted above, peer groups are used in the compensation benchmarking process as one input in helping to determine appropriate pay levels. When reviewing the appropriateness of a peer group, the Compensation Committee’s analysis includes a review of information regarding each potential peer company’s industry, complexity of their business and organizational size, including revenue, net income, total assets, market capitalization and number of employees. This approach ensures a reasonable basis of comparison.

2012 Peer Group. In 2011, the Compensation Committee reviewed the peer group in advance of the Committee’s pay analysis for 2012 target compensation. The review was to determine whether the peer group was appropriate given the Company’s current business structure, strategy, size and competition. To improve the relevance of the peer group, the review focused on increasing the weighting in mining (global diversified companies, in particular), slightly reducing the emphasis of Oil & Gas companies and adding exposure to Engineering, Procurement and Construction (EPC) companies given Newmont’s project development business unit. The Compensation Committee conducted a comprehensive analysis with the assistance of the Committee’s consultant and management. Based on the criteria, the revised peer group for 2012 was as follows:


Alcoa Inc.*		Freeport-McMoran Copper and Gold Inc.
Anglo American*		Gold Fields Limited
AngloGold Ashanti Limited		Goldcorp Inc.
Apache Corporation		Kinross Gold Corporation
Barrick Gold Corporation		Peabody Energy Corporation
Canadian Natural Resources Limited*		Rio Tinto plc.*
EOG Resources, Inc.		Talisman Energy Inc.
Fluor Corporation*		Teck Resources Limited

*	Notes companies added to the peer group for 2012. Consol Energy, Agnico-Eagle Mines Limited and Vulcan Materials Company were removed from the 2012 peer group.

These changes increase the peer group by two companies, meet the objectives stated above and improve the quality of the peer group by providing a more representative industry sample for Newmont’s business. Newmont’s ranking within the peer group is also more consistent with benchmarking standards and generally ranks at or near the median on key scope metrics:

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⁽¹⁾	Data based on the latest disclosed information at the time of the analysis; net income for Newmont is based on adjusted net income as disclosed in Newmont’s Annual Report on Form 10-K for the year ended 2011 for improved comparability.

Several of the companies included in the peer group differ from those listed in the General Industry Classification Standard (“GICS”), a grouping commonly used by proxy advisory services, as the Committee does not believe the GICS comparator group appropriately represents the companies which constitute a directly relevant industry and labor peer group.

2013 Peer Group. During 2012, in preparation for reviewing 2013 target compensation, the Compensation Committee again reviewed the peer group to ensure the reference companies continue to meet the established criteria for comparison. Based on the review, the Compensation Committee decided to reduce the peer group by one company, removing Chesapeake Energy, as its compensation structure was not a valid comparison for Newmont. This revised peer group will be used as the reference point to determine the competitiveness of Newmont’s pay for 2013.

Positioning of Pay Relative to Peers for 2012. For 2012 compensation, the Compensation Committee determined that the appropriate target pay philosophy is a range centered on the 50^th percentile, and that actual compensation may be above or below the 50^th percentile depending on the Company’s performance and other factors described in this section.

Material Differences Among Officers. The targets for salary and incentive compensation vary among Newmont’s Officers in an effort to reflect differences in job responsibilities and industry pay levels. This aims to avoid setting amounts that may be above or below market pay levels as would be the case if a “one size fits all” approach were used. Specifically for the Chief Executive Officer, the target percentage for each incentive compensation component is greater than the other Officers due to his position as the top executive of the Company, commensurate with the level of accountability and degree of impact that this executive can have on overall business results.

Other Factors Used to Determine Compensation.

Effect of Individual Performance. The Compensation Committee takes into consideration subjective elements, such as the Officer’s skill set, individual achievements and role with Newmont during the relevant fiscal year. Additionally, an assessment of each Officer’s progress against his or her Strategic Objectives (discussed later in this CD&A) is completed by the Compensation Committee based on input provided by the Chief Executive Officer. The Compensation Committee ultimately makes the compensation decisions for all of the Officers, including the Chief Executive Officer, based on the Compensation Committee members’ own collective experience and business judgment.

Effect of Compensation Previously Received on Future Pay Decisions. We consider actual compensation received in determining whether our compensation programs are meeting their pay-for-performance and retention objectives. Adjustments to future awards may be considered based on results. However, the Compensation Committee generally does not reduce compensation program targets based on compensation received in the past to avoid creating a disincentive for exceptional performance.

Other considerations in determining appropriate levels of compensation include:


Analysis		Purpose
Pay Mix		To ensure pay “at-risk” is consistent with philosophy and comparator group practices; a significant majority of pay should be “at-risk.”

Internal Equity		To understand whether internal pay differences are reasonable between executive levels and consistent with market practice. The Compensation Committee also considers scope and accountability of the role in determining reasonable differences for internal compensation rates.

Total Compensation		To understand the purpose and amount of each pay component as well as the sum of all compensation elements in order to gauge the reasonableness and the total potential expense.

Chief Executive Officer and other Officer compensation versus Total Shareholder Return (“Pay-for-Performance Charts”)		To ensure that pay is aligned with performance and set appropriately given industry performance and pay rates.

Performance Sensitivity Analysis		To understand potential payments assuming various company performance outcomes; understand how potential performance extremes are reflected in pay; a component of our compensation risk assessment.

2012 Compensation.

While the amount of compensation may differ among our Officers, the compensation policies and factors affecting the amounts, as considered by the Compensation Committee, are generally the same for each of our Officers, including our Chief Executive Officer. In this section, we discuss the Compensation Committee’s considerations with respect to each element of compensation paid in 2012.

Base Salary. The Compensation Committee considered the compensation levels of comparable positions in the market data to help determine a reasonable range, but also considered individual performance, tenure and experience, the overall Company performance, any retention concerns, individual historical compensation and input from other Board members. While the Compensation Committee has not adopted a policy with regard to the internal relationship of compensation among the Officers or other employees, this relationship is reviewed and discussed when the Compensation Committee determines total compensation for our Officers.

For 2012, none of the named Officers below received an increase during the regular executive compensation review cycle⁽¹⁾. Based on the executive compensation review, the Committee deemed that the salaries for Officers were generally in line with market norms, and with consideration of the one-time impairment experienced in 2011, no adjustments were provided for 2012. Base salaries for 2011 and 2012 were as follows:


Name	2011 Base Salary		2012 Base Salary		Change
Richard T. O’Brien	$	1,150,000	$	1,150,000		0.0	%
Gary Goldberg⁽¹⁾	$	775,000	$	775,000		0.0	%
Russell Ball	$	620,000	$	620,000		0.0	%
Randy Engel	$	575,000	$	575,000		0.0	%
William MacGowan	$	450,000	$	450,000		0.0	%
Brian Hill	$	675,000	$	675,000		0.0	%

⁽¹⁾

The Company hired Mr. Goldberg in December 2011 as the Executive Vice President and Chief Operating Officer. He did not receive a salary adjustment during the regular 2012 compensation review cycle; however, to recognize Mr. Goldberg’s promotion to President and Chief Operating Officer in July 2012, the Committee increased Mr. Goldberg’s salary to $800,000, an increase of 3.2%, and his annual short-term incentive target increased to 125% from 100% of eligible earnings. The increase in the short-term incentive target applies on a pro-rated basis for only the portion of 2012 that he served in the role of President and Chief Operating Officer.

Short-Term Non-Equity Incentive Compensation.

Short-Term Incentive Compensation Highlights:

• Comprised of two components:

• Corporate Performance Bonus (50% of the total short-term incentive opportunity); and

• Strategic Objectives Bonus (50% of the total short-term incentive opportunity).

Short-term cash incentives include a Corporate Performance Bonus and a Strategic Objectives Bonus. Each is expressed as a percentage of base salary. The Corporate Performance Bonus and the Strategic Objectives bonus have a target and a maximum level of 200% of target. The total of the target Corporate Performance Bonus and Strategic Objectives Bonus is designed to approximate the 50th percentile of the peer data for total short-term cash compensation, as described above.

2012 Short-Term Cash Targets


Name	Target Corporate Performance Bonus as a Percentage of Base Salary (A)			Target Strategic Objectives Bonus as a Percentage of Base Salary (B)			Total as a Percentage of Base Salary (A+B)
Richard T. O’Brien		75	%		75	%		150	%
Gary Goldberg⁽¹⁾		55.5	%		55.5	%		111	%
Russell Ball		45.0	%		45.0	%		90	%
Randy Engel		45.0	%		45.0	%		90	%
William MacGowan		42.5	%		42.5	%		85	%
Brian Hill		47.5	%		47.5	%		95	%

⁽¹⁾	Mr. Goldberg’s bonus target for 2012 was prorated for the amount of time in each role at each respective bonus target as noted above in the section discussing “Base Salary.”

Corporate Performance Bonus.

Corporate Performance Bonus Summary:

• Annual Company financial and operational measures;

• Payment based on overall Corporate performance;

• Payment ranges from 0-200% of target Corporate performance;

• Two of eight measures performed above target levels in 2012;

• Below target or no payment for the six measures that were below target levels in 2012; and

• Weighted performance resulted in an award of 71.9% of target payment for 2012.

The Corporate Performance Bonus provides an annual reward based on eight measures¹ designed to balance short-term and long-term factors, business performance and successful investment in and development of Company assets. The Compensation Committee reviews and approves the performance metrics and target levels of performance annually. The amounts of 2012 Corporate Performance Bonuses earned by the Officers are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The measures that the Compensation Committee established for 2012 are listed below.


Corporate Performance Bonus Measure	What It Is	Why It Is Used
Equity Production	Measures the ounces of gold and pounds of copper produced each year	• Production of gold and copper is the basis of Newmont’s business; production is the primary factor within the Company’s control.
Costs Applicable to Sales	Measures the operating costs of producing an ounce of gold and a pound of copper	• The cost metric balances the production metric by encouraging efficient, safe production. • The cost metric is designed to promote implementation of Company-wide cost control measures.
Capital Expenditures	Measures actual capital expense for sustaining on-going operations, against the planned capital investments for the year, as specified by the Board. The target includes assumptions for variables such as commodities prices, currency fluctuation, and deferral or acceleration of projects. At the end of the year, the actual impact of these variables is determined, and the target is adjusted up or down, accordingly.	• As a capital intensive business, the capital expenditure metric focuses on efficient utilization of capital in sustaining operations.
Project Execution	Measures the progress of new key capital projects which are expected to add to Newmont’s production portfolio in the short- to medium-term. Construction milestones and costs vs. budget are used to measure progress during the year.	• New projects are important for sustaining Newmont’s business over the long-term as well as providing the opportunity to grow our production capability. The more effective Newmont is in safely developing new production opportunities, the more efficient the Company will be in its use of capital, impacting the years to payback and the overall long-term return of the project.
Reserves and Non-Reserve Mineralization	Measures the proven and probable mineral reserves available for future mining (Reserves) as well as the mineralization not yet proven to the level required for public disclosure (Non-Reserve Mineralization)	• The Reserves and Non-Reserve Mineralization metrics promote the discovery of new deposits and the successful completion of the work needed to report these as proven and probable. In a business that depletes its resources every year through production, the ability to maintain reserve levels is a substantial challenge, but necessary for sustainability.

⁽¹⁾	For Equity Production and Costs Applicable to Sales, both gold and copper are measured separately. In addition, Reserves and Non-Reserve Mineralization are also measured separately, resulting in a total of 8 measures.

Calculation of Corporate Performance Bonuses. The 2012 targets were a mix of demanding financial, production, and reserve/non-reserve mineralization targets derived from the annual business planning process. It is the Compensation Committee’s perspective that the target should be challenging, yet achievable, and the target is structured accordingly. The Company bonus plan for Officers has paid below target in six of the last twelve years⁽¹⁾, which we consider as one measure of the level of difficulty of achieving a target award. Based on this experience, the level of difficulty in the targets is deemed to be validated as reasonably challenging.

If the Company achieves its targeted performance for each of the metrics, the payout percentage for the Corporate Performance Bonus is 100%. If the minimum amounts are not achieved for a particular metric (the “threshold”), no Corporate Performance Bonus is payable for that metric. For performance between the threshold and maximum for any metric, the amount is prorated to result in a payout percentage between 50% and 200%. The slope of the bonus payout range increases upon reaching target performance in an effort to provide a stronger incentive and reward for outperforming the targets. Below target performance, upon reaching the threshold level, the incremental payout for each increment of performance remains moderate, ensuring an appropriate incentive and reward while not compensating beyond the reasonable amount for the given level of performance.

2012 Corporate Performance Bonus Metrics and Calculation

The structure of the Corporate Performance Bonus as well as the performance and bonus results for 2012 are provided in the table below:


Bonus Structure					Bonus Payment Range						2012 Results
Performance Metric	Measure/Unit	Weighting			Minimum (50%)		Target (100%)		Maximum (200%)		2012 Performance		Performance Percentage			Payout Percentage⁽¹⁾
Equity Production	Gold (oz.000)		24.0	%		4,867		5,123		5,303		4,992		74.4	%	17.8%
Equity Production	Copper (million lb.)		6.0	%		193		204		211		180		0.0	%	0.0%
Cost Applicable to Sales	Gold ($/ounce)		24.0	%	$	722	$	662	$	622		$ 677		87.1	%	20.9%
Cost Applicable to Sales	Copper ($/lb)		6.0	%	$	2.32	$	2.13	$	2.00		$ 2.34		0.0	%	0.0%
Capital Expenditures Project Execution	Project ($ Million)		10.0	%	$	1,858	$	1,769	$	1,592		$1,681		149.6	%	15.0%
Capital Expenditures Project Execution	Milestone/ Cost		10.0	%		Details provided below						Target range		113.0	%	11.3%
Reserves	(oz. 000)		13.33	%		6.50		10.00		15.50		6.64		52.0	%	6.9%
Non-Reserve Material	(oz. 000)		6.67	%		6.50		10.00		17.00		3.68		0.0	%	0.0%

⁽¹⁾	Calculated by multiplying “Weighting” x “Performance Percentage”


Total Result =		71.9%

⁽¹⁾	For 2011, actual result was above target which would have resulted in five of the last twelve years below target, however, the Compensation Committee exercised its discretion due to a one-time impairment such that the payment was adjusted to below target levels for the Named Executive Officers.

To calculate the Corporate Performance Bonus for each of the Officers, the relevant target percentage of base salary was multiplied by 71.9%.

Summary of the Project Execution metric implemented for 2012: Each of the projects are measured on the completion of project milestones and spending against budget. Progress on these items are tracked via the Project Execution Plan Scorecard with the result of these scores set against the Project Execution Payout Schedule listed below. The results and corresponding payment are audited by the Company’s Internal Audit department. For 2012, the total project result yielded a score of 0.683, corresponding to “on-target” performance and an award within the Corporate Performance Bonus Plan of 113% as noted in the above table.

Results of the Project Scorecard:


Project Execution Metrics	Weighting (A)			Project Status	Project Result (B)		Total Result (A x B)
Akyem		50	%	on-target		0.87		0.435
Tanami Shaft		10	%	milestone/budget missed		0.25		0.025
Turf Vent Shaft		10	%	on-target		0.76		0.076
Project Portfolio		30	%	slightly behind		0.49		0.147
Total		100	%					0.683
Resulting Bonus %				on-target				113	%

Project Execution Payout Schedule: (schedule applies only to the “Total” result from the table above)


Project Status	Scale	Payout
ahead of target	> 0.875	200%
on-target	0.625 < Metric< = 0.875	100%-200%
slightly behind	0.375 < Metric< = 0.625	50%-100%
milestone/budget missed	< = 0.375	0%

Strategic Objectives Bonus.

Strategic Objectives Bonus Highlights:

• Individualized strategic objectives established for each Officer by the Compensation Committee;

• Objectives support long-term sustainability and performance;

• Payment ranges from 0-200% of target based on individual performance;

• Incorporates the leadership areas of strategy, people and organizational development, safety, operational execution and efficiency, corporate sustainability and financial strength;

• Objectives are pre-approved by the Compensation Committee;

• May be single or multi-year; and

• Payments based on results and reasoned business judgment of the Compensation Committee.

Purpose of the Strategic Objectives Bonus: The purpose of the Strategic Objectives Bonus is to align personal performance with key individualized strategic objectives that will support the long-term sustainability and performance of the Company. The strategic objectives encompass the broad spectrum of responsibilities inherent in senior leadership roles and, in many cases, do not have immediate or tangible measures. The Strategic Objectives Bonus component of the executive compensation program provides for a well-rounded assessment of executive performance, resulting in an improved correlation of pay and performance. Specifically, the program serves to provide the ability to:

•

Holistically consider performance against a broad set of strategic, operational, environmental, social, safety and financial business goals;

•

Incentivize and reward efforts that are difficult to quantify, but provide long-term stockholder value;

•

Reward for timely adjustments to business dynamics not anticipated prior to the performance period;

•

Consider the multitude of complex factors that can affect performance inside and outside of management’s control for the purpose of assessing performance and providing appropriate compensation (e.g., economic cycles, market volatility, and fluctuations in commodities prices);

•

Take an extended long-term perspective ensuring directional alignment of current performance with the vision of the organization’s future;

•

Control the potential risk of sub-optimized results due to a focus on set goals which may no longer be a key priority; and

•

Differentiate awards based on a broad perspective of an individual’s contribution to the Company.

Determining the Strategic Objectives Bonus: The Strategic Objectives Bonus is not formulaic given the difficulty in explicitly quantifying the aggregate performance. Accordingly, payments under this program are awarded based on results subject to the qualified business judgment of the Compensation Committee. The Compensation Committee can award payments out of a total bonus opportunity assigned to each Officer based upon such Officer’s overall performance. The Compensation Committee receives a year-end performance assessment and recommendation for each of the Officers (except for the Chief Executive Officer) from the Chief Executive Officer. For the Chief Executive Officer, the Board of Directors determines the Strategic Objectives Bonus based on his performance against the stated strategic objectives for the year, as well as other factors potentially not contemplated prior to the start of the year. While the Strategic Objectives Bonus is based on pre-established individual goals, they do not constitute performance measures that result in automatic payout levels. Instead, they provide a context for the Board and Compensation Committee to evaluate each Officer’s performance and contributions to the Company’s success when making the bonus payout determinations.

While no single Strategic Objective is either material to an understanding of the Company’s compensation policies relating to the Strategic Objective Bonus program or dispositive in the Compensation Committee’s decisions regarding the specific payout levels, in determining the awards for 2012, the Compensation Committee considered the following key accomplishments of each Officer:

•

Richard O’Brien: Mr. O’Brien refined Newmont’s strategy to adjust to the changes in the global commodities market and repositioned Newmont for growth through 2017; initiated cost containment in response to developments in the industry; identified and actively developed a CEO successor and executed against other key bench-strength goals; improved overall safety results for 2012; engaged with key stakeholders to continue to improve Newmont’s sustainability and external affairs efforts. While noting the successes above and the industry top-quartile 3-year TSR results for 2010-2012, the Company did not achieve its goals against key metrics within the Company Performance Bonus plan for 2012. Given this, Mr. O’Brien received a below-target Strategic Objectives Bonus for 2012.

•

Gary Goldberg: During Mr. Goldberg’s first year with the Company, he assumed leadership for Operations and Projects and quickly developed a clear understanding of the business plan; identified gaps and approaches to close those gaps; rescheduled Tanami shaft and Subika underground projects, resequenced and reallocated development capital for the Conga project (all three significant in Newmont’s asset portfolio); led the advancement of Newmont’s safety journey by assessing current

programs and redirecting efforts to focus on safer behaviors; led a global effort to reduce costs by implementing initiatives and improved planning processes; made significant advancements in improving bench-strength in the Technical Services and Sustainability & External Relations leadership. Additionally, in preparation for the planned CEO succession, Mr. Goldberg engaged in development activities to prepare for his promotion to the role of CEO. These successes during Mr. Goldberg’s first year established a strong basis for improved future operations and served as the basis for his above-target Strategic Objectives Bonus.

•

Russell Ball: Mr. Ball executed against the strategic financing plan securing additional capital to support future investments; implemented a multi-year corporate and regional G&A reduction plan to materially reduce overhead; improved the Company’s risk management framework with robust analysis and implementation of plans and controls; created and delivered a new value assurance and investment system process. Certain other projects did not progress to the level anticipated for the year, such as the Company’s ERP implementation and full cost reduction targets for 2012. Based on this, Mr. Ball received a below-target Strategic Objectives Bonus.

•

Randy Engel: Mr. Engel improved the strategic and business planning processes in 2012 by mapping Newmont’s future growth profile, identifying risk scenarios and alternative plans to address these items on key assets; refined the strategic options given the dynamic resource market to help ensure appropriate investments; expanded Newmont’s investor base and continued to communicate Newmont’s industry-first gold-price linked dividend. Contributions in these areas were key to ensuring our investors understand Newmont’s responsiveness to market changes, and largely served as the basis for the above-target Strategic Objectives Bonus.

•

William MacGowan: Mr. MacGowan led the planning and implementation of the CEO and other executive succession; improved executive bench-strength in key areas; co-led cost and restructuring efforts; implemented functional globalization efforts and cost reductions; opened new facilities with cost reductions of nearly 50% over existing space; revised Newmont’s Human Capital Strategy to reflect changes in the business and market direction. The positive results from the leadership transitions will help set the foundation for continued success and were a key determinant for Mr. MacGowan’s above-target Strategic Objectives Bonus.

•

Brian Hill: Mr. Hill separated employment with Newmont in October 2012. Under the terms of the Executive Severance Plan of Newmont, Mr. Hill received a prorated target Strategic Objectives Bonus for 2012.

The Compensation Committee considered each Officer’s performance and key accomplishments listed above in determining his bonus amounts. The Compensation Committee considered Mr. O’Brien’s recommendations, each Officer’s performance and key accomplishments listed above and the overall performance of the Company in determining each Officer’s Strategic Objectives Bonus amounts. In alignment with Mr. O’Brien’s recommendations, the Committee adopted and approved the following amounts:


Name	2012 Strategic Objectives Bonus Awarded ($)		% of Target (%)
Richard T. O’Brien	$	634,435		75	%
Gary Goldberg⁽¹⁾	$	640,261		150	%
Russell Ball	$	205,226		75	%
Randy Engel	$	317,218		125	%
William MacGowan	$	281,358		150	%
Brian Hill	$	252,295		Prorated Target

⁽¹⁾	Mr. Goldberg’s bonus target for 2012 was prorated for the amount of time in each role at each respective bonus target as noted above in the section discussing “Base Salary.”

For the year, combining the Corporate Performance Bonus and the Strategic Objectives Bonus, each representing 50% of the target annual incentive program, Mr. O’Brien, Mr. Ball and Mr. Engel received below-target bonus totals; Mr. Goldberg and Mr. MacGowan received above-target bonus totals due to the contributions noted. Total annual bonus for the year as a percent of target is displayed in the table below:


Name	Total Actual Bonus as a % of Target⁽¹⁾
Richard T. O’Brien		72	%
Gary Goldberg⁽²⁾		109	%
Russell Ball		72	%
Randy Engel		97	%
William MacGowan		109	%
Brian Hill⁽³⁾		88	%

⁽¹⁾	Target Corporate Performance Bonus + Strategic Objectives Bonus.

⁽²⁾	Mr. Goldberg’s bonus target for 2012 was prorated for the amount of time in each role at each respective bonus target as noted above in the section discussing “Base Salary.”

⁽³⁾	Mr. Hill’s total reflects the prorated target percentage pursuant to the Executive Severance Plan of Newmont.

Long-Term Equity Incentive Compensation.

Long-Term Equity Incentive Compensation Highlights:

• Revised for 2012 — aligned incentives with key performance metrics and simplified the programs

• Includes two elements, both are fully performance-based:

• Strategic Stock Units — performance against earnings targets (EBITDA); and

• Performance Leveraged Stock Units — stock price performance and company TSR performance relative to peers.

Revised Long-Term Equity Incentive Compensation for 2012. During 2011, the Compensation Committee reviewed the executive compensation incentive structure for potential adjustments to 2012 programs. The review was conducted to understand where opportunities exist to further align executive pay with Company performance, reduce complexity and promote good corporate governance. This also included removing duplicate measures between the short-term and long-term programs and adding a forward-looking financial metric-based program. With this, the Committee decided on the following improvements:

•

Reduced the number of programs from three to two by discontinuing time-based stock options and incorporating the target percentage for stock options into the Performance Leveraged Stock Units, and

•

Adopted a new performance-based LTI program, Strategic Stock Units (“SSUs”), which is based on Earnings Before Interest, Tax, Depreciation and Amortization, “EBITDA,” a financial measure that aligns with Company performance and, ultimately, stockholder value.

With these changes, the 2012 structure provides a balanced LTI program comprised of:

•

Performance Leveraged Stock Unit (PSU) Awards. PSU awards represent two-thirds of the Officer’s target LTI value (increased from one-third). This increases the alignment with stockholder interests given the program is based on stock price improvement and relative Total Shareholder Return (TSR). Additionally, there is no minimum award provision.

•

Strategic Stock Unit (SSU) Awards. SSU awards represent one-third of the Officer’s target LTI value and are based on Newmont’s EBITDA performance requiring threshold achievement for payment. The Company has selected EBITDA as it believes this is a key financial measure that aligns with operational components under management’s control. Additionally, it is deemed to support the Company’s dividend policy, long-term sustainability and growth by ultimately strengthening the balance sheet (cash position) to fund projects which aim to drive long-term Company performance.

Equity Award Target Values. The Compensation Committee designed target values of equity incentives for each Officer based upon competitive market data and the scope of the respective positions. These target values are expressed as a percentage of base salary as follows:

2012 Target Long-Term Equity Incentives


Name	% of Base Salary
Richard T. O’Brien		500	%
Gary Goldberg		375	%
Russell Ball		300	%
Randy Engel		300	%
William MacGowan		270	%
Brian Hill		350	%

Determination of Awards. The Compensation Committee grants equity awards, and recommends equity awards for the CEO to the full Board to review. In addition to the targets discussed above, the Compensation Committee is responsible for determining who should receive awards, when the awards should be made and the number of shares to be granted for each award (in accordance with “Newmont’s Policy with Respect to the Granting of Equity Compensation” as described below). The Compensation Committee considers grants of long-term incentive awards to the Officers each fiscal year, usually at prices determined shortly after the release of quarterly earnings, in which case, financial performance and potentially other material items have already been disclosed publicly, prior to the granting of any awards.

Criteria Considered in Determining the Amount of Equity-Based Compensation Awards. The Compensation Committee considers several factors when determining equity awards for our Officers, including performance, market practice, projected business needs, the projected impact on stockholder dilution, and the associated compensation expense that will be included in our financial statements. Based on these considerations, the Compensation Committee has managed stockholder dilution well within the norms of our peers and stated guidelines from proxy advisory services and institutional investors. For 2012, Newmont’s gross dilution (annual use of shares as a percentage of shares outstanding) was approximately 0.27%, well below the median of our peer group.

Equity Awards Granted in 2012. The Compensation Committee regularly reviews the Company’s executive pay positioning with the assistance of its independent consultant, Cook & Co., and management. Based on the review, long-term incentive targets were not adjusted for 2012. Awards granted in 2012 were determined in accordance with the terms of each long-term incentive plan as approved by the Compensation Committee.

Newmont’s Policy with Respect to the Granting of Equity Compensation. The Board has delegated to the Compensation Committee the authority to grant equity to employees below the CEO level; Board of Directors’ approval is required for CEO grants.

Strategic Stock Units.

Strategic Stock Unit Highlights:

• Provides long-term focus on a key operational/financial earnings measure, EBITDA, that supports long-term sustainability and growth;

• Performance is measured against the annual EBITDA target set by the Committee with performance plus vesting over 3 years;

• Represents one-third of an Officer’s target LTI program;

• Program contains a minimum threshold for payout, below which, no payment is awarded;

• Shares are set at the beginning of the performance period, so pay is “at-risk” to changes in share price over the performance period; and

• Payout for 2012 was 106% of the target award for above-target EBITDA performance.

The Strategic Stock Units (“SSUs”) are a performance-based equity incentive designed to align Officer compensation with the financial performance of the Company by linking pay with the performance against the Company’s EBITDA target. The number of SSUs earned is determined after the annual performance period by comparing actual performance of EBITDA versus the annual financial plan target.

Determining SSU Awards. The calculation of the SSU awards is determined by the Target Strategic Stock Unit Award and the Performance Multiplier based on EBITDA performance.

SSU Award = Target Strategic Stock Unit Award x EBITDA performance multiplier

• Target Stock Award. The target stock bonus for each Officer is calculated by multiplying the Officer’s base salary by their target SSU award percentage. This value is then divided by the average of the high and low price on the date of award to determine the target number of shares or units for each Officer. The target grant is set in number of shares, versus dollars, so that the actual payout/grant is “at-risk” to changes in share price over the performance period.

• Performance Multiplier. The payment for SSUs can range from 0% to a cap of 150% of target based on the performance against the EBITDA plan target. Performance below threshold results in no award of SSUs. From threshold to target performance, each percentage increase in EBITDA performance corresponds to a two percent increase in the SSU award. To reward exceptional performance, for EBITDA performance above target up to the performance award cap, for each percentage increase in EBITDA performance, the SSU award is increased by four percent. Officers can earn up to 150% of target for exceptional performance. This range of payment is believed to strike an appropriate balance between retention, incentive and mitigation of excessive risk. The performance range is displayed in the graph below:

LOGO

• Performance Metric Definition. For the purposes of the SSU program, EBITDA is defined as:

Attributable Gold and Copper revenue

- Cost Applicable to Sales

Margin

- Exploration Expense

- Advanced Projects and R&D

- G&A

- Other Expense

+ Other Income

EBITDA

Determining SSU Award Targets. The target for the performance multiplier is derived from the Company’s financial plan as approved by the Board of Directors prior to the beginning of the performance year. To understand the difficulty of achieving target performance, the Compensation Committee reviewed a five year historical analysis against Company targets which indicated performance results of approximately ninety to ninety-nine percent achievement for the period analyzed. Based on this, the Compensation Committee deemed the targets to be sufficiently challenging. The performance range was set as shown in the chart above to require a minimum acceptable level of performance prior to the funding of the program and capped at an achievable level, with an intent to avoid excessive risk taking.

SSU results for 2012. The Company experienced solid earnings performance in 2012. The EBITDA performance was 101.5% of target resulting in a 106% SSU award. The chart below shows the results for the SSU award for 2012.

2012 EBITDA Plan
Target¹

(A)

2012 EBITDA
Performance¹
(B)

Percent of Target
Achievement
(C) = (B/A)

Percent Above
(Below) Target
(D) = (C) - 100%

SSU Performance
Multiplier²
(E)

SSU Payout
Percentage
(F) = 100%+(D*E)

$3,784

$3,842

101.5%

1.5%

106%

⁽¹⁾	In millions; adjusted for various factors including gold and copper prices.

⁽²⁾	For performance from threshold up to and including target, the multiplier is 2. For performance from target to the cap, the multiplier is 4.

2012 Strategic Stock Unit Awards

On February 27, 2013, the Company granted Strategic Stock Unit Awards for 2012 performance in the following amounts:


Name	2012 Base Salary (as of 3/31/12) (A)		Target % (B)			Target Award Amount (C)=(AxB)		FMV 05/01/12 (D)		Target Shares Award (E)=(C/D)		EBITDA Performance Modifier (F)			Payout – # of Shares* (G)=(E*F)
O’Brien, Richard	$	1,150,000		166.7	%	$	1,916,667	$	47.96		39,961		106	%		42,358
Goldberg, Gary	$	775,000		125	%	$	968,750	$	47.96		20,197		106	%		21,408
Ball, Russell	$	620,000		100	%	$	620,000	$	47.96		12,926		106	%		13,701
Engel, Randy	$	575,000		100	%	$	575,000	$	47.96		11,988		106	%		12,707
MacGowan, William	$	450,000		90	%	$	405,000	$	47.96		8,444		106	%		8,950

*	Rounded down to full share

Note:

Due to Mr. Hill’s departure from the Company in 2012, his SSU award was forfeited in full.

One third of the Strategic Stock Unit award was paid after the performance period in common shares on the date of grant and two-thirds of the Strategic Stock Unit award will be paid in restricted stock units that vest in equal annual increments on the second and third anniversaries from the date of grant (February 27, 2014, and 2015).

The Company accrues cash dividend equivalents on restricted stock units and pays them after vesting when common stock is issued.

2010-2012 Performance Leveraged Stock Units (PSUs).

PSU Compensation Highlights:

•

Long-term pay-for-performance vehicle based on

•

Newmont’s share price performance versus peers; and

•

Absolute share price growth over the performance period.

•

Performance Period is three years; and

•

2010-2012 top-quartile relative TSR performance (82^nd percentile of the gold peer group); however, stock price declined 5% over the same period (Newmont’s actual TSR, stock price including the value of dividends, resulted in positive 1% TSR performance) resulting in a payout of 145% of target.

The Performance Leveraged Stock Units (“PSUs”) align Officer compensation with long-term Company and stock price performance. The number of PSUs earned is determined at the end of a three-year performance period based upon the change in Newmont’s stock price and the relative performance of Newmont’s stock price versus the peer group. Payment for the PSU program can range from 0% to 200% in total, as detailed below.

Determining PSU Awards. The calculation of the PSU awards is based on the Target Performance Leveraged Stock Unit Award, Market Payout Factor and the TSR Payout Factor:

PSU Award = Target Performance Leveraged Stock Unit Award x (Market Payout Factor + TSR Payout Factor)

• Target Performance Leveraged Stock Unit Award. The target stock award for each Officer is calculated by multiplying the Officer’s base salary by their target PSU award percentage. This value is then divided by the average daily closing price for the fourth quarter prior to the performance period (the “baseline”).

Target Performance Leveraged Stock Unit Bonus = (base salary x target %) / baseline

• Market Payout Factor (“MPF”). The MPF is based on the absolute stock price change versus the baseline over the three year performance period. The baseline is compared to the average daily closing price of the last quarter of the performance period to determine the overall stock price change.

The payment for the MPF can range from a minimum of 0% to a cap of 150% of target based on the absolute stock price performance during the performance period. Officers can earn up to 150% of target to incent performance; the award is capped at 150% in recognition that significant stock price appreciation may be related to changes in commodities prices. This range of payment is believed to strike an appropriate balance between retention, incentive and mitigation of excessive risk. The performance range is displayed in the graph below.

LOGO

• TSR Payout Factor (“TPF”). The TPF is based on the relative Total Shareholder Return (“TSR”) of Newmont over the three-year performance period versus the TSR of an index of gold mining peer companies. The stock prices used in the TPF calculation are based on the same approach as noted for the MPF, however the calculation also adjusts for dividends paid during the period.

The payment for the TPF can range from 0 to 50% of target based on Newmont’s relative share price performance. Newmont’s stock price must reach at least threshold performance for Officers to receive any level of payment. Threshold performance under the TPF is defined as the median (50th percentile) TSR of the peer

group index. Upon exceeding the peer group median TSR, each percent increase above the median TSR corresponds to a payment equal to 2% of target, up to a maximum of 50%. This 2% multiplier is used to incent over-achievement yet make the maximum award realizable without incenting excessive risk taking. For example, if Newmont’s TSR percentile ranking reaches the 60th percentile (10% above the median), the resulting payment would be 20% of target (10% above the median X 2% multiplier).

LOGO

In sum, the maximum PSU payout of 200% of the target PSUs would be awarded if the Company’s stock price at the end of the performance period equals 150% of the baseline and if the Company’s TSR reaches the 75th percentile of the peer group. If the Company’s TSR is at or below the median of the peer group, there will be no increase in PSUs earned for the TPF (TSR) metric.

PSU Peer Group. The companies in the TSR peer group are listed below, and may be altered from time to time due to mergers, acquisitions or at the discretion of the Compensation Committee:


Agnico Eagle Mines Limited		Gold Fields Limited
Anglogold Ashanti Limited		Harmony Gold Mining Company Limited
Barrick Gold Corporation		Kinross Gold Corporation
Compañía de Minas Buenaventura S.A.A.		Newcrest Mining Limited
Freeport-McMoran Copper & Gold Inc.		Yamana Gold Inc.
Goldcorp Inc.

The TSR peer group varies from the total compensation peer group because the TSR peer group is comprised of only companies with large gold mining operations, irrespective of comparable company size. The Compensation Committee determined that a relative TSR peer group should focus on companies with gold operations, as those are the Company’s direct competitors for investors and are subject to similar market forces related to gold price changes. The total compensation peer group includes companies without gold operations, but those entities are more similar in revenue, net income, total assets, market capitalization and number of employees. The Compensation Committee determined that the total compensation peer group is superior to the TSR peer group for evaluating total compensation, because the companies in the total compensation peer group are the Company’s competitors for employees and their business operations are of a relatively comparable size to Newmont.

PSU results for 2010-2012. 2012 was a challenging period for natural resource and mining companies and Newmont was not immune to the pressure in the industry. However, Newmont’s stock price sustained the period more favorably than many of its peers. As noted above, while the Company’s TSR was a positive one percent for the performance period, the absolute stock price declined five percent resulting in an MPF of -5% or 95% of the baseline. Newmont’s relative TSR versus peers (“TPF”) ended the period in the top quartile of the peer group at the 82^nd percentile resulting in a TSR payout factor of 50%. This stock price performance resulted in an overall PSU payout for 2012 of 145%. The chart below shows the payments for each Officer, based on the results of the PSU award for 2012.


								Average Closing Price for Q4 2009 (C)		2010 Stock Award (D) = ((AxB)/C)
Name ¹	Grade		2010 Base Salary (A)		2010 Target (B)			Average Closing Price for Q4 2009 (C)		2010 Stock Award (D) = ((AxB)/C)		Price Appreciation (E)			Relative TSR Ranking (F)			Resulting PSU Award (rounded down) = D x (E+(F-50)x2)²

O’Brien, Richard		E1	$	1,060,000		155.0	%	$	48.66		33,764		94.98	%		82.0	%		48,951
Ball, Russell		E3	$	565,000		90.0	%	$	48.66		10,450		94.98	%		82.0	%		15,150
Engel, Randy		E3	$	545,000		90.0	%	$	48.66		10,080		94.98	%		82.0	%		14,613
MacGowan, William		E3	$	425,000		90.0	%	$	48.66		7,860		94.98	%		82.0	%		11,395
Hill, Brian³		E3	$	605,000		90.0	%	$	48.66		11,189		94.98	%		82.0	%		10,402

⁽¹⁾	Mr. Goldberg was not employed with Newmont in 2010, the date at which the target grant for 2012 was set, and therefore, did not receive a 2012 grant.

⁽²⁾	Relative TSR award is capped at 50%, therefore, “(F-50)x2” in the last column is capped at 50%.

⁽³⁾	Under the separation terms of the PSUs, for those who have separated employment after the first year of the measurement period, the award is prorated and paid out at the lesser of actual or target performance. In this case, the award is capped at target.

Actual Realizable Compensation for 2012.

The following table summarizes the actual realizable compensation relative to the target compensation for 2012.


Name	2012 Base Salary		2012 Corporate Performance Bonus at 71.9%		2012 Strategic Objectives Bonus		2012 Strategic Stock Unit Award⁽¹⁾		Performance Leveraged Stock Units⁽²⁾		2012 Total Realizable Compensation⁽³⁾		2012 Target Direct Compensation⁽⁴⁾		2012 Realizable Compensation versus Target

Richard T. O’Brien	$	1,150,000	$	608,212	$	634,435	$	1,967,106	$	2,729,929	$	7,089,681	$	8,625,000		82	%
Gary Goldberg	$	800,000	$	306,898	$	640,261	$	994,188	$	1,379,779	$	4,121,125	$	4,600,000		90	%
Russell Ball	$	620,000	$	196,743	$	205,226	$	636,274	$	883,057	$	2,541,300	$	3,038,000		84	%
Randy Engel	$	575,000	$	182,464	$	317,218	$	590,113	$	818,969	$	2,483,764	$	2,817,500		88	%
William MacGowan	$	450,000	$	134,864	$	281,358	$	415,638	$	576,831	$	1,858,691	$	2,047,500		91	%

⁽¹⁾	Value of the actual number of SSUs earned for 2012 performance based on Newmont’s stock price as of 12/31/12 of $46.44.

⁽²⁾	Value of target PSUs awarded in 2012 based on Newmont’s stock price as of 12/31/12 of $46.44 (actual number of shares granted will not be known until after the close of the 2012-2014 performance period).

⁽³⁾

Total Realizable Compensation for 2012 includes salary, Bonus and Non-Equity Incentive Plan Compensation as reported in the Summary Compensation Table. Stock awards are based on the actual value of the award including performance adjustments, if known, based on Newmont’s closing stock price on 12/31/12. If the performance multiplier is not known for the performance awards, the target award is used.

⁽⁴⁾	Realizable compensation divided by the total target compensation for the Officer. Mr. Goldberg’s target compensation is based on his promotion to President and Chief Operating Officer.

Looking Ahead to 2013.

Each year the Compensation Committee reviews the executive compensation incentive plans, programs and policies. Given the significant changes in the long-term incentive programs and the separation policies for 2012, no changes are expected for these plans in 2013. However, upon reviewing the short-term incentive program, it was decided that the structure of the program should be revised to better align with current Company initiatives, to simplify the structure and to improve the transparency of certain elements.

2013 Corporate Performance Bonus. To align with the Company’s core themes of “Safety, Profitability and Growth,” the 2013 Corporate Performance Bonus will be revised for improved focus on these goals. To further support the Company’s commitment to safety, this will be included as an objective measure in the 2013 program. In addition, given Newmont’s focus on improving profitability, a new Total Cost measure will replace Cost Applicable to Sales with a stronger weighting to this measure than production. Lastly, the Project Execution component will be redesigned for simplicity and improved measurement of project results.

Full details of the program and rationale for the revisions will be provided in the 2014 CD&A; complete details were not confirmed at the time this Proxy Statement was issued.

Post-Employment Compensation.

In order to alleviate concerns that may arise in the event of an employee’s separation from service with the Company and enable employees to focus on Company duties while employed by us, the Company has post-employment compensation plans and policies in place that include Company funded benefits as well as employee contribution-based benefits. Our post-employment compensation plans and policies provide for a broad range of post-employment benefits to our employees, including Officers, and create strong incentives for employees to remain with the Company. The Company’s decisions regarding post-employment compensation take into account the industry sector and general business comparisons to ensure post-employment compensation is aligned with the broader market.

CEO Transition in 2013. As announced in December 2012, Mr. O’Brien separated employment with the Company on March 1, 2013, at which time he became eligible for benefits under the Executive Severance Plan of Newmont. Following execution of a release and waiver without revocation, Mr. O’Brien will be entitled to severance benefits payable 60 days from March 1, 2013, in amounts as stated in the termination not for cause column of the Potential Payments on Termination Tables. Additionally, seven days after execution of the release and waiver, Mr. O’Brien will be entitled to acceleration of certain restricted stock, restricted stock units and stock options, as generally explained below and reflected in the termination not for cause column of the Potential Payments on Termination Tables. The amounts shown for the equity accelerations in the Potential Payments on Termination Tables assume a $46.44 stock price.

Retirement. On a regular basis, usually every three years, the Company reviews its retirement benefits. The purpose of the review is to assess the level of replacement income that the Company’s retirement plans provide for a full career Newmont employee. The Company attempts to maintain a competitive suite of retirement benefits that accomplishes income replacement post retirement. The level of income replacement varies depending on the income level of the employee. Those employees at lower-income levels enjoy much higher levels of income replacement with the Company retirement benefits package, compared to higher-income level employees. The benefits included in the analysis are the pension plan, pension equalization plan, 401(k) matching contribution and social security benefits. The Company retirement benefits are important hiring and retention tools for all levels of employees within the Company.

The Company offers two tax-qualified retirement plans, the Pension Plan, which is a defined benefit plan and the Savings Plan, which is a defined contribution plan (401(k)). Both of these plans are available to a broad range of Company employees, generally including all salaried U.S. based employees. Because of the qualified status of the Pension Plan and Savings Plan, the Internal Revenue Code limits the benefits available to highly-compensated employees. As a result, the Company provides a non-qualified defined benefit plan (Pension Equalization Plan) and a non-qualified savings plan (Savings Equalization Plan) for highly-compensated employees who are subject to the Internal Revenue Code limitations in the qualified plans. The two equalization plans are in place to give highly-compensated employees the full benefit intended under the qualified plans by making them whole for benefits otherwise lost as a result of Internal Revenue Code annual compensation limits.

See the Pension 2012 Benefits Table and 2012 Non-Qualified Deferred Compensation Table for a description of benefits payable to the Officers under the Pension Plan, Pension Equalization Plan and the Savings Equalization Plan.

Change of Control. The Company recognizes that the potential for a change of control can create uncertainty for its employees that may interfere with an executive’s ability to efficiently perform his or her duties or may result in a termination of an executive’s employment with us during a critical period. As a result, the Company originally adopted the Executive Change of Control Plan of Newmont in 1998, which was subsequently revised in 2008, to retain executives and their critical capabilities to enhance and protect the best interests of the Company and its stockholders during an actual or threatened change of control. As of January 1, 2012, the Company adopted a new Executive Change of Control Plan that removes the excise tax gross up provided in the prior plan. The new plan applies to employees hired into, or current employees promoted into, eligible positions. (The prior plan remains in place for employees who were eligible on, or prior to, December 31, 2011.) The levels of benefits provided in the 2008 and 2012 Executive the Change of Control Plans are intended to motivate and retain key executives during an actual or threatened change of control.

In the event of a Change of Control, as defined in both the 2008 and 2012 Plans, and a qualifying termination of employment, the Officers receive three times annual pay and other benefits. See the Potential Payments Upon Termination or Change of Control section for potential amounts payable to the Officers under the Change of Control Plan. These benefits, paid upon termination of employment following a change of control on what is sometimes referred to as a “double-trigger” basis, provide incentive for executives to remain employed to complete the transaction and provide compensation for any loss of employment thereafter.

The Company’s 2005 Stock Incentive Plan generally provides for vesting of unvested restricted stock and stock options upon a change of control of the Company. This provision does not apply to any equity grants awarded in 2012 or Performance Leveraged Stock Units, all of which provide for “double trigger” of change of

control and termination of employment for accelerated vesting. The 2013 Incentive Plan included in the Company’s shareholder proposals incorporates a double trigger upon change of control for any equity vesting. The cash bonus plan provides for payment of pro-rated target Corporate Performance Bonuses and Strategic Objectives Bonuses upon a change of control. The single-trigger event of a cash bonus upon a change of control of the Company provides immediate compensation to executives in the form of cash (Corporate Performance Bonus/Strategic Objectives Bonus). In the case of cash bonuses, the amounts represent a pro-rated target amount commensurate with the portion of the year that the Officer worked prior to the change of control.

Plans and policies related to change of control effective 2012.

•

Treatment of equity in the event of a change of control for all awards beginning in 2012: For all awards granted in 2012 and thereafter, in the event of a change of control, accelerated vesting of equity compensation will only occur upon employee termination (“double-trigger”).

•

2012 Executive Change of Control Plan (the “2012 ECOC Plan”): The Company adopted a revised change of control plan for any newly hired eligible employee or any employee promoted into an eligible position on or after January 1, 2012. The prior plan remains in place for employees who were eligible on, or prior to, December 31, 2011. The 2012 ECOC Plan contains the following material changes from the prior 2008 Executive Change of Control Plan believed to be consistent with modern severance practices:

•

Removal of the excise tax gross up;

•

Reduction in the formula used for calculating severance;

•

Removal of retirement plan contributions; and

•

Reduction of the time period for continuation of health benefits.

Severance. On October 26, 2011, the Company adopted the Executive Severance Plan of Newmont (the “ESP”) which replaced the Severance Plan of Newmont for employees in executives levels and includes Messrs. O’Brien, Ball, Engel, Goldberg and MacGowan. The ESP provides severance benefits following involuntary termination without cause. The ESP was adopted to mitigate negotiation of benefits upon termination, provide additional protection to the Company and define and cap severance costs. Maximum benefits under the ESP are reduced from the prior severance plan of Newmont. Equity will vest pro-rata (versus full vesting in some cases of previous awards). The pro-rata portion represents the amount deemed to be earned. The purpose of the ESP is to provide income and benefit replacement for a period following employment termination, where termination is not for cause. The ESP allows the terminated employee time and resources to seek future employment.

See the Potential Payments Upon Termination or Change of Control section for potential amounts payable to the Officers.

Officer’s Death Benefit. The Company maintains group life insurance for the benefit of all salaried employees of the Company. In addition, for highly-compensated executives, including the Officers, the Company provides a supplemental Officer Death Benefit Plan. The purpose of the Officer Death Benefit Plan is to provide benefits to Officers of the Company beyond the maximum established in the Company’s group life insurance, as appropriate to their higher income levels.

See the Potential Payments Upon Termination or Change of Control section for potential amounts payable to the Officers under the Officer Death Benefit Plan.

Executive Agreements.

All of the Officers are at-will employees of the Company, without employment agreements. However, the Company has agreed to provide Mr. Goldberg with benefits under the Executive Severance Plan of Newmont, pursuant to the terms of such plan, even if the Company alters the terms of such plan.

Other Policies and Considerations.

Results of the 2012 Advisory Vote on Executive Compensation (“Say on Pay”)

In 2012, Newmont conducted an advisory vote on the compensation of the Officers in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in 2010, commonly known as “Say on Pay.” As Newmont regularly engages stockholders to discuss a variety of aspects of our business and welcomes stockholder input and feedback, the “Say on Pay” vote serves as an additional tool to guide the Board and the Compensation Committee in ensuring alignment of the Company’s executive compensation programs with stockholder interests.

The result of our 2012 Say on Pay vote indicates substantial support for the executive compensation of our Officers with 95% of the votes cast “For” the advisory vote on executive compensation. The Compensation Committee reviewed this result, and concluded that this result affirms our stockholders’ support of the Company’s approach to executive compensation. However, consistent with the Company’s ongoing commitment to best practices in compensation governance and strong emphasis on pay for performance, the Compensation Committee took certain actions in 2012 to further align executive pay with stockholder interests, as described in this CD&A. Although the Compensation Committee did not make any changes to our executive compensation program and policies specifically as a result of the 2012 “Say on Pay” advisory vote, the Compensation Committee’s decisions were informed in part by the broader discussions and best practices resulting from the 2012 “Say on Pay” process. The Compensation Committee will continue working to ensure that the design of the Company’s executive compensation programs is focused on long-term stockholder value creation, emphasizes pay-for-performance and does not encourage the taking of short-term risks at the expense of long-term results. The Compensation Committee will continue to use the “Say on Pay” vote as a guidepost for stockholder sentiment and continue to respond to stockholder feedback.

Executive Compensation Risk Assessment.

We believe that Newmont’s compensation program for the Chief Executive Officer and Officers is structured in a way that balances risk and reward, yet mitigates the incentive for excessive risk taking. Through a thoughtful balance of performance vehicles, such as performance-based equity denominated in restricted stock units, there is a meaningful level of performance incentives without excessive leverage. Additionally, through discussions with the Company’s Chief Executive Officer and Chief Financial Officer, as well as reviewing planning projections, the Compensation Committee gains valuable insight regarding the reasonable range of future performance expectations, which is considered in determining the funding structures of incentive plans.

Beyond prudent plan design and compensation policies, in 2009, the Compensation Committee conducted a comprehensive risk assessment of the Company’s executive compensation program. The Company has a global Enterprise Risk Management (“ERM”) team, led by the Company’s Vice President and Treasurer. One of the ERM team’s objectives is to conduct the compensation risk assessment and report on the process and findings to the Compensation Committee and the Audit Committee, as well as the full Board of Directors. In 2009, the ERM team reviewed the executive compensation program, assessed the design features in the Company’s compensation plans that may encourage excessive risk taking (meaning risks that are reasonably likely to have a material adverse effect on the Company) by executives and assessed the design features in the compensation program that moderate the potential for excessive risk-taking in the short- and long-term.

In November 2009, the ERM team reported to the Compensation Committee that the current analysis of the Company’s compensation program did not uncover risk factors that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee agreed with the conclusions of the risk assessment. This analysis was revalidated in 2010 upon review of the ERM team, and there will be another review in 2013 based upon the 2012 and 2013 compensation design changes enumerated above.

In addition to the Company’s risk assessment process, the incentive program results are reviewed by the Company’s Internal Audit function (which formally reports to the Audit Committee of the Board of Directors) to further ensure program process and calculations are accurate and conform to the rules contained within each respective program.

Accelerated Vesting of Stock Awards.

Change of Control. A change of control will have certain immediate effects on stock awards granted prior to 2012 to Officers. Immediately prior to a change of control, among other things:

•

Financial Performance Stock Bonuses: all restrictions applicable to outstanding Financial Performance Stock Bonuses granted in 2011 will vest (2012 grants require change of control and termination for vesting);

•

Stock Options: all outstanding options will become fully exercisable and those options will remain exercisable until at least the first anniversary of any termination of the holder’s employment or service within one year after the change of control, subject to any earlier expiration date of those options;

•

PSUs: PSU performance will be measured using the change of control price of the Company stock. The pro-rata percentage of the actual payout of PSUs correlating to the period of time that elapsed prior to the change of control shall be granted in common stock. For the remainder of the actual PSUs correlating to the performance period that did not elapse prior to the change of control, the Company will issue restricted stock units that will vest at the end of the performance period. In the event that the acquiring company will not issue equity, the acquiring company may issue cash equivalent awards; and

•

SSUs: All restrictions to outstanding granted SSU awards shall vest upon a double trigger of change of control and termination of employment.

Treatment of equity in the event of a change of control for all awards beginning 2012: For all awards granted in 2012 and thereafter, in the event of a change of control, accelerated vesting of equity compensation (primarily unvested restricted stock units and stock options) will only occur upon employee termination.

Death/Long-Term Disability/Retirement/Severance.

•

Financial Performance Stock Bonus: Termination of employment due to death, long-term disability or retirement under the Pension Plan (entitling the executive to immediate pension benefits) or severance (following approval by the Executive Vice President of Human Resources and execution of a release) triggers the immediate vesting of all Financial Performance Stock Bonuses granted to the executive.

•

Stock Options: In the event of employment termination due to death, severance (after execution of release) or long-term disability, a pro-rata portion of the executive’s stock options (such pro-rata portion is based on days of service from the date of grant until the date of termination of employment in relation to the full vesting period) will immediately vest and all previously vested and accelerated vested options will be exercisable for a period beyond termination. If an executive retires and is entitled to an immediate pension under the Pension Plan, the executive’s unvested stock options will vest and all previously vested and accelerated vested options will remain exercisable beyond termination for a certain period. Despite the extension of time to exercise options after termination in the event of death, long-term disability, retirement or severance, no option remains exercisable beyond 10 years from the date of grant.

•

PSUs: In the event of death or disability during the performance period, payout is pro-rated at target and common stock is issued as soon as practicable. In the event of severance during the first year of the performance period, all PSUs are forfeited. In the event of severance after the first year of the performance period, payout is pro-rated at the lesser of target or actual performance and paid at the end of the performance period. In the event of retirement under the Pension Plan (entitling the executive to immediate pension benefits), the Company will issue a pro-rata award at the end of the performance period based upon actual performance.

•

SSUs: In the event of death or disability during the performance period, payout is pro-rated at target and common stock is issued as soon as practicable. In the event of severance, all SSUs are forfeited for the performance period at the time of separation with severance. For SSUs that have been earned but are not yet vested at the time of separation with severance, such SSU grants shall vest in a pro-rata amount based upon the period elapsed in the vesting period. In the event of retirement under the Pension Plan (entitling

the executive to immediate pension benefits), the Company will issue a pro-rata SSU award for the portion of the year of separation and provide pro-rata vesting of unvested outstanding awards based upon the period elapsed in the vesting period.

Granting Stock Options. In 2012, the Company altered its long-term equity compensation program to exclude stock option awards, and for the covered period of this CD&A, no stock options were awarded. However, historical stock option awards have been subject to the following policies and procedures. The Company:

•

does not have a program, plan or practice to time stock option grants to its executives in coordination with the release of material nonpublic information;

•

does not set the date of its stock option grants to newly-hired executives in coordination with the release of material nonpublic information;

•

does not plan to time, nor has it timed, the release of material nonpublic information for the purpose of affecting the value of executive compensation; and

•

does not have a program, plan or practice related to setting stock option prices based on the value of the Company’s stock on a date other than the stock option’s actual grant date.

The Company has a written policy governing the grant of stock options. The policy applies equally to grants of stock options to executives and other employees. The policy provides, among other things, that:

•

the Company will not time release of material nonpublic information for the purpose of affecting the value of executive compensation;

•

stock options will be priced at fair market value on the day of the grant (as defined in the Company’s stock plan); and

•

stock options will generally be granted annually, at least three days after announcement of financial and operations results for the first quarter of the year. In deviating from this policy, the Compensation Committee may consider all relevant facts and circumstances, including the desirability of granting options for new employees or granting stock options at meetings held at other times of the year.

The Company’s 2005 Stock Incentive Plan defines fair market value of the stock as the average of the high and low sales price on the date of the grant. The Company selected, and the Compensation Committee approved, this formula to mitigate the effect of the volatility of the Company’s stock price, often a direct result of day-to-day changes in the gold price and not factors related to Company performance. The formula is not designed to increase the likelihood that recipients will be granted in-the-money stock options.

Stock Ownership Guidelines. The Company’s stock ownership guidelines require that all Officers own shares of the Company’s stock, the value of which is a multiple of base salary. For the Officers, the stock ownership guidelines are as follows:

Stock Ownership Guidelines


Name	Multiple of Base Salary
Richard O’Brien		5
Gary Goldberg		3
Russell Ball		3
Randy Engel		3
William MacGowan		3

Stock ownership guidelines were put in place to increase the alignment of interests between executives and stockholders by encouraging executives to act as equity owners of the Company. The Compensation Committee sets the ownership guidelines by considering the size of stock awards. Unvested shares of restricted stock, restricted stock units and shares held in retirement accounts are considered owned for purposes of the guidelines. The Compensation Committee reviews compliance with the guidelines annually. Executives who are new to their positions have five years to comply with the guidelines. All of the executives identified above are in compliance with the stock ownership guidelines.

Restrictions on Trading Stock. The Company has adopted a stock trading policy for its employees, including the Officers. The policy prohibits certain employees from trading during specific periods at the end of each quarter until after the Company’s public disclosure of financial and operating results for that quarter, unless they have received the approval of the Company’s General Counsel. The Company may impose additional restricted trading periods at any time if it believes trading by employees would not be appropriate because of developments at the Company that are, or could be, material. In addition, the Company requires pre-clearance of trades in Company securities for its Officers, and prohibits buying shares on margin or using shares as collateral for loans.

Perquisites. The Company’s philosophy is to provide minimal perquisites to its executives. The Company did not provide perquisites in an aggregate amount of $10,000 or more to any Officer in 2012. Historically, such business related perquisites for the Officers included a country club membership and incidental personal use of administrative assistant services for Mr. O’Brien.

Richard O’Brien used the country club for substantial business purposes, including business entertainment, meetings and dinners. In recognition of the fact that some portion of the membership is used for personal purposes, the entire amount reimbursed is considered a perquisite, is fully taxable to Richard O’Brien, not grossed up, and reported in the All Other Compensation column of the Summary Compensation Table if the aggregate value of perquisites reaches $10,000.

Tax Deductibility of Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount of compensation in excess of $1,000,000 that the Company may deduct in any one year with respect to its chief executive officer and three other most highly compensated executive officers (excluding the chief financial officer) whose compensation must be included in this proxy statement because they are the most highly compensated executive officers. There are exceptions to the $1,000,000 limitation for performance-based compensation meeting certain requirements. The Company has not adopted a formal policy requiring all compensation to meet the exception requirements under Section 162(m) and therefore not be subject to the $1,000,000 deductibility limitation. The Company has included a Section 162(m) plan as a shareholder proposal for 2013 to allow the Company the ability to utilize the 162(m) performance-based exemption.

In 2012, Messrs. O’Brien, Goldberg, Ball, Engel, MacGowan and Hill compensation amounts are greater than $1,000,000, and a portion of their salaries, bonuses, stock awards, and other compensation items are not deductible by the Company. Stock option awards pursuant to stockholder approved plans are performance-based and are fully deductible, regardless of the $1,000,000 limit in Section 162(m). For 2012, Corporate Performance Bonuses, Strategic Objectives Bonuses, Performance Leveraged Stock Units and Strategic Stock Units do not meet the performance-based exception under Section 162(m) and are therefore subject to the $1,000,000 deduction limit. However, for 2013, these plans may qualify for the performance-based exception pending the approval of the Company’s Section 162(m) proposal as submitted to stockholders in 2013.

Executive Compensation Tables

2012 Summary Compensation Table


Name and Principal Position	Year		Salary⁽¹⁾ ($)			Bonus⁽²⁾ ($)		Stock Awards⁽³⁾ ($)			Option Awards⁽⁴⁾ ($)		Non-Equity Incentive Plan Compen- sation⁽⁵⁾ ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings⁽⁶⁾ ($)			All Other Compen- sation⁽⁷⁾ ($)		Total ($)
Richard T. O’Brien		2012	$	1,150,000		$	634,435	$	6,470,633		$	0	$	608,212	$	1,545,049		$	117,547	$	10,525,876
Chief Executive		2011	$	1,150,000		$	0	$	4,673,868		$	1,999,200	$	646,875	$	1,519,837		$	94,401	$	10,084,181
Officer		2010	$	1,065,000	⁽⁸⁾	$	779,100	$	7,103,249		$	1,600,000	$	988,185	$	905,919		$	64,678	$	12,506,131

Russell Ball		2012	$	620,000		$	205,226	$	2,093,092		$	0	$	196,743	$	1,747,765		$	114,392	$	4,977,218
Executive Vice		2011	$	620,000		$	279,000	$	1,475,794		$	694,960	$	209,250	$	1,256,504		$	45,201	$	4,580,709
President and Chief		2010	$	565,000		$	300,000	$	2,505,291		$	699,990	$	298,475	$	825,560		$	37,261	$	5,231,577
Financial Officer

Randy Engel		2012	$	575,000		$	317,218	$	1,941,183		$	0	$	182,464	$	1,834,076		$	97,612	$	4,947,553
Executive Vice President,		2011	$	575,000		$	388,125	$	1,394,751		$	628,320	$	194,062	$	1,186,910		$	46,253	$	4,413,421
Strategic Development		2010	$	545,000		$	300,000	$	2,340,681		$	699,990	$	287,910	$	795,086		$	35,248	$	5,003,915

Gary Goldberg		2012	$	789,041		$	640,261	$	3,270,461		$	0	$	306,898	$	223,590		$	46,120	$	5,276,371
President and Chief
Operating Officer

William MacGowan		2012	$	450,000		$	281,358	$	1,367,254		$	0	$	134,864	$	140,354		$	38,632	$	2,412,462
Executive Vice President,
Human Resources and
Communications

Brian Hill		2012	$	558,173		$	0	$	0	⁽⁹⁾	$	0	$	0	$	0	⁽¹⁰⁾	$	1,552,614	$	2,110,787
Former Executive Vice President,		2011	$	675,000		$	352,688	$	1,734,543		$	856,800	$	240,469	$	162,126		$	39,512	$	4,061,138
Operations		2010	$	605,000		$	325,000	$	2,766,402		$	749,995	$	319,606	$	103,963		$	140,979	$	5,010,945

⁽¹⁾

In 2012, the Company transitioned to a new payroll schedule of bi-weekly in arrears that resulted in one less week of base salary paid to each Named Executive Officer in 2012, although the full amount was earned in 2012 with the final week of base salary paid January 2, 2013. Bonus and non-equity incentive plan compensation is calculated using the lower amount of base salary paid in 2012, not base salary earned in 2012.

⁽²⁾	Amounts shown represent the Strategic Objective Bonuses paid in cash. Please see the discussion of Strategic Objective Bonus in the CD&A for an explanation as to the payout for 2012.

⁽³⁾

Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). For the Strategic Stock Units, the grant date fair value is the target number of shares granted multiplied by the fair market value on the date of grant. The Company’s 2005 Stock Incentive Plan defines fair market value of the stock is the average of the high and low sales price on the date of the grant, which is the grant date fair value for the Strategic Stock Units. The fair market value on the date of grant, May 1, 2012, was $47.97, and the grant values are shown in the Grants of Plan Based Awards Table. Pursuant to ASC 718, the aggregate grant date fair value of Performance Leveraged Stock Units is determined by multiply the target number of shares by a Monte Carlo calculation model, which determined a grant date fair value of the 2012-2014 (payout 2015) Performance Leveraged Stock Units of $77.47 per share, and such amounts are shown in the Grants of Plan Based Awards Table. In 2010, the Company added the Performance Leveraged Stock Unit bonus program, including a 3-year feather-in of the grants. As a result, the stock awards for 2010 appear large due to the one-time feathering-in process for the Performance Leveraged Stock Unit bonus program. The feather-in Performance Leveraged Stock Unit Monte Carlo grant date fair value was $64.55 for the 2010 grant (payout 2011), $67.50 for the 2010-2011 (payout 2012) grant and $70.25 for the 2010-2012 grant (payout 2013).

⁽⁴⁾	Amounts shown represent the aggregate grant date fair value computed in accordance with the ASC 718, which is the number of options granted multiplied by the Black Scholes value. The Black Scholes values are $20.01 (April 2010) and $19.04 (April 2011).

⁽⁵⁾	Amounts shown represent Corporate Performance Bonuses paid in cash.

⁽⁶⁾

Amounts shown represent the increase in the actuarial present value under the Company’s qualified and non-qualified defined benefit pension plans. The change in pension value for the non-qualified pension plan increased significantly in 2012 due to the Pension Benefit Guaranty Corporation (“PBGC”) rate change, and decrease in interest rates (both PBGC rates and FASB rates). The non-qualified pension plan (Pension Equalization Plan “PEP”) present values are based on both the FASB and PEP interest rates. The PEP interest rate is based upon the PBGC interest rate. At December 31, 2012, the PBGC lump sum interest rate was .75%, at December 31, 2011, the PBGC lump sum interest rate was 1.50%, and at December 31, 2010, the PBGC lump sum interest rate was 2.25%. The PBGC rate change increased the present values of the PEP. At December 31, 2012, the FASB rate was 4.30%, at December 31, 2011, the FASB rate was 5.35%, and at December 31, 2010, the FASB rate was 5.75%.

⁽⁷⁾	Amounts shown are described in the All Other Compensation Table below.

⁽⁸⁾	Amount includes $5,000 for salary correction from 2009, when Mr. O’Brien was underpaid $5,000 in salary due to administrative error.

⁽⁹⁾	Mr. Hill separated employment from the Company on October 14, 2012. His 2012 performance leveraged stock unit and strategic stock unit grants were cancelled.

⁽¹⁰⁾	Mr. Hill did not vest in the pension plan prior to separation of service on October 14, 2012.

Refer to the Compensation Discussion and Analysis section of this Proxy Statement for a description of the components of compensation, along with a description of all material terms and conditions of each component. In 2012, salary and bonus payments accounted for 17% of Mr. O’Brien’s total compensation as reflected in the Summary Compensation Table. Salary and bonus accounted for 17%, 18%, 33% and 30% of Messrs. Ball’s, Engel’s, Goldberg’s and MacGowan’s total compensation, respectively, as reflected in the Summary Compensation Table.

2012 All Other Compensation Table


Name	Company Contributions to Defined Contribution Plans ($)		Change in Value of Post- Retirement Medical and Life Insurance ($)		Perquisites⁽¹⁾ ($)		Relocation Reimbursement and Tax Gross- Ups ($)		Termination Payments⁽²⁾($)		Total ($)
Richard T. O’Brien	$	12,000	$	105,547		—		—		—	$	117,547
Russell Ball	$	12,000	$	102,392		—		—		—	$	114,392
Randy Engel	$	12,000	$	85,612		—		—		—	$	97,612
Gary Goldberg	$	12,000	$	34,120		—		—		—	$	46,120
William MacGowan	$	12,000	$	26,632		—		—		—	$	38,632
Brian Hill	$	12,000		—		—		—	$	1,540,614	$	1,552,614

⁽¹⁾	The Company provides a limited number of perquisites to its executive officers. See the Compensation Discussion and Analysis section for a description of perquisites. The Company did not provide perquisites in an aggregate amount of $10,000 or more to any named executive officer in 2012.

⁽²⁾	Amount shown represents $1,012,500 in severance payment, $504,590 in pro-rated cash bonus severance payment, $11,500 in outplacement fees and $12,024 for Consolidated Omnibus Budget Reconciliation Act continued health care coverage.

2012 Grants of Plan-Based Awards Table


	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽²⁾								Estimated Future Payouts Under Equity Incentive Plan Awards⁽³⁾						Grant Date Fair Value Of Stock and Option Awards⁽⁴⁾ ($)
Name⁽¹⁾	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Richard T. O’Brien
2012 Corporate Performance Bonus			$	422,957	$	845,913	$	1,691,827
2012-2014 PSU		3/2/2012								0		58,784		117,568	$	4,553,996
2012 SSU (payable in 2013)		4/24/2012								19,980		39,961		59,941	$	1,916,667

Russell Ball
2012 Corporate Performance Bonus			$	136,817	$	273,635	$	547,269
2012-2014 PSU		3/2/2012								0		19,015		38,030	$	1,473,092
2012 SSU (payable in 2013)		4/24/2012								6,463		12,926		19,389	$	620,000

Randy Engel
2012 Corporate Performance Bonus			$	126,887	$	253,774	$	507,548
2012-2014 PSU		3/2/2012								0		17,635		35,270	$	1,366,183
2012 SSU (payable in 2013)		4/24/2012								5,994		11,988		17,982	$	575,000

Gary Goldberg
2012 Corporate Performance Bonus			$	213,420	$	426,840	$	853,681
2012-2014 PSU		3/2/2012								0		29,711		59,422	$	2,301,711
2012 SSU (payable in 2013)		4/24/2012								10,098		20,197		30,295	$	968,750

William MacGowan
2012 Corporate Performance Bonus			$	187,572	$	93,786	$	375,144
2012-2014 PSU		3/2/2012								0		12,421		24,842	$	962,254
2012 SSU (payable in 2013)		4/24/2012								4,222		8,444		12,666	$	405,000

⁽¹⁾

Mr. Hill separated employment from the Company on October 14, 2012. His 2012 pro-rata Corporate Performance Bonus was paid according to the Executive Severance Plan of Newmont and is reflected in the All Other Compensation column of the Summary Compensation Table. His 2012 performance leveraged stock unit and strategic stock unit grants were cancelled.

⁽²⁾

Amounts shown represent threshold, target and maximum amounts for 2012 Corporate Performance Bonuses. The Compensation Committee established the target for corporate metrics on April 24, 2012. Payments of Corporate Performance Bonuses for 2012 performance are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Refer to the Compensation Discussion and Analysis for a description of the criteria for payment of Corporate Performance Bonuses.

⁽³⁾

Amounts shown represent the threshold, target and maximum number of shares of the Performance Leveraged Stock Unit bonuses potentially awardable for the targets set in 2012, which will pay out in 2015. Amounts shown also represent the threshold, target and maximum number of shares of the Strategic Stock Unit bonuses potentially awardable for the targets set in 2012, which will pay out in 2013.

⁽⁴⁾

2012 Outstanding Equity Awards at Fiscal Year-End Table


	Option Awards											Stock Awards
	Number of Securities Underlying Unexercised Options⁽¹⁾ (#)		Number of Securities Underlying Unexercised Options⁽²⁾(#)			Option Exercise Price ($)		Option Grant Date		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock that Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#)⁽¹¹⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)⁽³⁾
Name	Exercisable		Unexercisable			Option Exercise Price ($)		Option Grant Date		Option Expiration Date
Richard T. O’Brien		20,000				$	45.16		10/26/05		10/26/15
		45,000				$	57.71		4/26/06		4/26/16
		25,000				$	42.06		4/30/07		4/30/17
		112,500				$	44.49		4/28/08		4/28/18
				300,000	⁽⁴⁾	$	26.91		10/31/08		10/31/18
		120,535				$	39.95		5/4/09		5/4/19
		53,306		26,654	⁽⁵⁾	$	55.675		4/29/10		4/29/20
		35,000		70,000	⁽⁶⁾	$	58.685		4/25/11		4/25/21
													100,000	⁽⁴⁾	$	4,644,000
													13,823	⁽⁸⁾	$	641,940
													21,138	⁽⁹⁾	$	981,648
2010-2012 PSU (payout 2013)																		67,528	$	3,136,000
2011-2013 PSU (payout 2014)																		62,872	$	2,919,775
2012-2014 PSU (payout 2015)																		117,568	$	5,459,857
2012 SSU (payout 2013)																		44,088	$	2,047,447
Russell Ball		7,500				$	49.725		12/2/03		12/2/13
		3,750				$	40.43		4/27/04		4/27/14
		6,250				$	45.74		12/7/04		12/7/14
		6,250				$	45.16		10/26/05		10/26/15
		15,000				$	57.71		4/26/06		4/26/16
		15,000				$	42.06		4/30/07		4/30/17
		25,000				$	44.49		4/28/08		4/28/18
		47,439				$	39.95		5/4/09		5/4/19
		23,321		11,661	⁽⁵⁾	$	55.675		4/29/10		4/29/20
		12,166		24,335	⁽⁶⁾	$	58.685		4/25/11		4/25/21
													4,278	⁽⁸⁾	$	196,670
													6,838	⁽⁹⁾	$	317,556
2010-2012 PSU (payout 2013)																		20,900	$	970,596
2011-2013 PSU (payout 2014)																		20,336	$	944,403
2012-2014 PSU (payout 2015)																		38,030	$	1,766,113
2012 SSU (payout 2013)																		14,261	$	662,281
Randy Engel		2,250				$	49.725		12/2/03		12/2/13
		3,750				$	45.74		12/7/04		12/7/14
		3,750				$	45.16		10/26/05		10/26/15
		8,500				$	57.71		4/26/06		4/26/16
		25,000				$	44.49		4/28/08		4/28/18
		41,863				$	39.95		5/4/09		5/4/19
		23,321		11,661	⁽⁵⁾	$	55.675		4/29/10		4/29/20
		11,000		22,000	⁽⁶⁾	$	58.685		4/25/11		4/25/21
													4,126	⁽⁸⁾	$	191,611
													6,341	⁽⁹⁾	$	294,476
2010-2012 PSU (payout 2013)																		20,160	$	936,230
2011-2013 PSU (payout 2014)																		18,860	$	875,858
2012-2014 PSU (payout 2015)																		35,270	$	1,637,938
2012 SSU (payout 2013)																		13,226	$	614,215
Gary Goldberg													16,684	⁽¹⁰⁾	$	774,804
2012-2014 PSU (payout 2015)																		59,422	$	2,759,557
2012 SSU (payout 2013)																		22,283	$	1,034,823
Brian Hill		20,000				$	44.49		4/28/08		2/14/13
		30,840				$	55.675		4/29/10		2/14/13
		22,191				$	58.685		4/25/11		2/14/13
2010-2012 PSU (payout 2013)																		11,189	$	519,617
2011-2013 PSU (payout 2014)																		12,916	$	599,819
William MacGowan		8,000		16,000	⁽⁶⁾	$	58.685		4/25/11		4/25/21
													1,343	⁽⁷⁾	$	62,368
													2,890	⁽⁸⁾	$	134,212
													4,466	⁽⁹⁾	$	207,401
2010-2012 PSU (payout 2013)																		15,720	$	730,036
2011-2013 PSU (payout 2014)																		13,284	$	616,908
2012-2014 PSU (payout 2015)																		24,842	$	1,153,662
2012 SSU (payout 2013)																		10,049	$	466,676

⁽¹⁾	From 2006 to 2011 stock options were granted one time per year. Stock options were granted two times per year prior to 2006. The Company did not grant stock options in 2012.

⁽²⁾	Stock options vest at the rate of 33 1/3% per year, unless accelerated as explained in the Compensation Discussion and Analysis section.

⁽³⁾