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Other preliminary proxy statements

By Order of the Board of Directors.



DOUGLAS N. CURRAULT II

Deputy General Counsel and Corporate Secretary

April , 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2016.

This proxy statement and the companys 2015 annual report to stockholders are available at

www.eproxyaccess.com/fcx2016

Proxy Summary

1

2016 Annual Meeting of Stockholders

1

2015 Performance Highlights

1

Executive Compensation Highlights

1

Corporate Governance Highlights

2

Stockholder Engagement

2

Agenda and Voting Recommendations

2

Director Nominee Highlights

3

Stockholder Engagement

4

Independent Board Members Lead the Process

4

Capturing Stockholder Perspectives on Proxy Access Nuances

4

Recent Engagements by the Board and Management

5

Ongoing Dialogue Regarding Social and Environmental Sustainability

5

Corporate Governance

7

Corporate Governance Guidelines; Principles of Business Conduct

7

Board Composition

7

Board Leadership Structure

8

Board and Committee Meeting Attendance

8

Board Committees

8

Board and Committee Independence; Audit Committee Financial Experts

10

Compensation Committee Procedures

10

Compensation Committee Independence No Interlocks or Insider Participation

11

Board Evaluation Process

11

Director Nominations and Qualifications

12

Director Candidates Submitted by Stockholders

12

Succession Planning for Senior Executives

13

Boards Role in Oversight of Risk Management

13

Director and Executive Officer Stock Ownership Guidelines

14

Communications with the Board

15

Proposal No. 1: Election of Directors

16

Information About Director Nominees

17

Stock Ownership of Directors and Executive Officers

22

Section 16(a) Beneficial Ownership Reporting Compliance

24

Stock Ownership of Certain Beneficial Owners

24

Executive Officer Compensation

25

Compensation Discussion and Analysis

25

Executive Summary

26

Executive Compensation Philosophy

30

Overview of Principal Components of Executive Compensation

31

Post-Termination Compensation

37

Compensation Processes and Policies

39

Compensation Committee Report

41

Executive Compensation Tables

42

Summary Compensation Table

42

2015 Grants of Plan-Based Awards

44

Outstanding Equity Awards at December 31, 2015

45

2015 Option Exercises and Stock Vested

47

Retirement Benefit Programs

48

Potential Payments Upon Termination or Change of Control

50

Audit Committee Report

56

Independent Registered Public Accounting Firm

57

Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2016

58

Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers

59

Proposal No. 4: Approval of an Amendment to our Amended and Restated By-Laws to Implement Stockholder Proxy Access

60

Proposal No. 5: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

63

Proposal No. 6: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Clarify That Any Director May Be Removed With or Without Cause

65

Proposal No. 7: Approval of the Adoption of the Proposed 2016 Stock Incentive Plan

66

Proposal No. 8: Stockholder Proposal Requesting a Report on the Companys Enhanced Oil Recovery Operations

77

Certain Transactions

80

Director Compensation

80

Director Compensation Policy

80

Process of Setting Director Compensation

80

Cash Compensation

81

Equity-Based Compensation

81

Frozen and Terminated Retirement Plan

82

Director Compensation Table

83

Questions and Answers About the Proxy Materials, Annual Meeting and Voting

86

2017 Stockholder Proposals

91

Annex A Freeport-McMoRan Inc. Proposed Proxy Access By-Law

A-1

Annex B Freeport-McMoRan Inc. 2016 Stock Incentive Plan

B-1

Voting:

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals to be considered at our annual meeting.

Consistent with our goals of reducing debt and costs, and continuing to safely and effectively operate our business, we adopted a new structure for 2016 performance share unit awards , incorporating financial and operational metrics in addition to relative TSR performance metric.

Item Description Board Vote
Recommendation
Page
1 Election of eight directors FOR each nominee 16
2 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2016 FOR 58
3 Approval, on an advisory basis, of the compensation of our named executive officers FOR 59
4 Approval of an amendment to our amended and restated by-laws to implement stockholder proxy access FOR 60
5 Approval of an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of common stock FOR 63
6 Approval of an amendment to our amended and restated certificate of incorporation to clarify that any director may be removed with or without cause FOR 65
7 Approval of the adoption of the proposed 2016 Stock Incentive Plan FOR 66
8 Stockholder proposal requesting a report on the companys enhanced oil recovery operations AGAINST 77
Name Age Director
Since

Principal

Occupation

Independent Board Committees

Richard C. Adkerson

69 2006

Vice Chairman, President and

Chief Executive Officer

Freeport-McMoRan Inc.

Gerald J. Ford

Non-Executive Chairman
of the Board

71 2000

Chairman of the Board

Hilltop Holdings, Inc.

ü

Audit

Executive (Chair)

Nominating and Corporate Governance (Chair)

Lydia H. Kennard

61 2013

President and Chief Executive Officer

KDG Construction Consulting

ü

Corporate Responsibility (Vice Chair)

Nominating and Corporate Governance

Andrew Langham

43 2015

General Counsel

Icahn Enterprises L.P.

ü

Compensation

Nominating and Corporate Governance

Jon C. Madonna

72 2007

Retired Chairman and Chief Executive Officer

KPMG LLP

ü

Audit (Vice Chair)

Compensation (Vice Chair)

Nominating and Corporate Governance

Courtney Mather

39 2015

Managing Director

Icahn Capital LP

ü

Audit

Executive

Dustan E. McCoy

66 2007

Retired Chairman and Chief Executive Officer

Brunswick Corporation

ü

Compensation (Chair)

Corporate Responsibility

Executive

Frances Fragos Townsend

54 2013

Executive Vice President of Worldwide Government, Legal and Business Affairs

MacAndrews & Forbes Holdings Inc.

ü

Corporate Responsibility (Chair)

Compensation

Executive

Engagement
Period
Topics of Discussion Engagement Outcomes
2015

Business strategy

Leadership structure

Executive compensation program

Board composition and refreshment

Succession planning

Proxy access

We reported all of the feedback and suggestions to the compensation committee and the board of directors for consideration

Streamlined executive management by eliminating Office of the Chairman structure

We received positive feedback on the executive compensation program and corporate governance changes we implemented in 2014

Reconstituted and reduced the size of the board

Appointed non-executive chairman of the board

Revised director compensation program to eliminate meeting attendance fees and reduce the value of annual equity awards from $270,000 to $170,000, with the awards vesting after one year; reduced fee of lead independent director/non-executive chairman from $100,000 to $50,000 (paid in shares of our common stock)

Conducted outreach in order to develop a proxy access right for presentation to stockholders at the 2016 annual meeting

December 2015- First Quarter 2016

Proxy access

Board composition and refreshment

Leadership structure

Business strategy

Continued outreach and developed a proxy access right for presentation to stockholders at this years annual meeting

We further improved the executive compensation program, incorporating financial and operational metrics in addition to total stockholder return into our 2016 long-term incentive program

Investors were supportive of the boards actions to restructure executive and board leadership roles

Investors signaled support for the business strategy while raising concerns about the significant challenges faced by the business

The Board appointed our former lead independent director, Mr. Ford, as non-executive chairman of the board, with responsibilities that include: (a) presiding at meetings of the Board and meetings of stockholders; (b) overseeing the management, development and functioning of the Board; and (c) in consultation with the chief executive officer, planning and organizing the schedule and establishing the agendas for board meetings. Consistent with our Corporate Governance Guidelines, the board does not have a lead independent director because the chairman is an independent director.

Name of Director

Audit

Committee

Compensation
Committee
Nominating and
Corporate
Governance
Committee
Corporate
Responsibility
Committee
Executive
Committee

Richard C. Adkerson

Robert A. Day*

Chairman Vice Chairman ü

Gerald J. Ford

ü Chairman Chairman

Lydia H. Kennard

ü Vice Chairman

Andrew Langham

ü ü

Jon C. Madonna

Vice Chairman Vice Chairman ü

Courtney Mather

ü ü

Dustan E. McCoy

Chairman ü ü

Frances Fragos Townsend

ü Chairman ü
* Effective as of our 2016 annual meeting, Mr. Day will no longer serve as a member of the board of directors or the audit, nominating and corporate governance or executive committees. The board will address committee assignments at its next regularly scheduled meeting in May 2016.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL OF THE DIRECTOR NOMINEES LISTED BELOW.

Name of Beneficial Owner

Number

of Shares
Not Subject
to Exercisable
Options or
Vesting of
RSUs or PSUs

Number

of Shares
Subject to
Exercisable
Options (1)

Number

of Shares
Subject to
Vesting of

RSUs (1)

Total
Number of
Shares
Beneficially
Owned (2)
Percent of
Class (3)

Richard C. Adkerson

1,851,308 6,760,500 1,000,000 9,611,808 (4) *

Michael J. Arnold

298,737 1,613,750 1,912,487 (5) *

Robert A. Day

299,275 137,414 8,100 444,789 (6) *

James C. Flores

10,847,615 927,150 11,774,765 (7) *

Gerald J. Ford

2,229,633 142,680 8,100 2,380,413 (8) *

Lydia H. Kennard

3,875 5,450 9,325 *

Andrew Langham

2,825 *

Jon C. Madonna

22,155 100,000 20,400 142,555 *

Courtney Mather

5,346 5,346 *

Dustan E. McCoy

16,000 110,000 19,875 145,875 *

James R. Moffett

3,338,996 5,214,000 8,552,996 (9) *

Kathleen L. Quirk

399,088 2,420,500 2,819,588 *

Frances Fragos Townsend

4,945 5,450 10,395 *

Directors and executive officers as a group (12 persons) (10)

5,159,294 11,671,603 1,067,375 17,889,645 1.4%
(2) In addition to the RSUs included in Number of Shares Subject to Vesting of RSUs, each beneficial owner holds the following unvested RSUs and unvested performance share units (PSUs), which are not included in the table above because they do not vest within sixty days of the record date. The amount for Mr. Flores reflects RSUs subject to a mandatory six-month delay in payment.
Name of Beneficial Owner Number of Shares
Subject to
Unvested RSUs
Number of Shares
Subject to
Unvested PSUs

Richard C. Adkerson

862,000

Michael J. Arnold

475,000

Robert A. Day

16,525

James C. Flores

41,832 262,000

Gerald J. Ford

16,525

Lydia H. Kennard

16,275

Andrew Langham

15,200

Jon C. Madonna

16,525

Courtney Mather

15,200

Dustan E. McCoy

16,525

James R. Moffett

262,000

Kathleen L. Quirk

558,000

Frances Fragos Townsend

16,275

Directors and executive officers as a group (12 persons)

144,050 2,065,000
(4) Includes (a) 20,330 shares held in his individual retirement account (IRA); (b) 793,000 shares held in a trust and (c) 131,686 shares held in a foundation with respect to which Mr. Adkerson, as a member of the board of trustees, shares voting and investment power, but as to which he disclaims beneficial ownership. Total number of shares beneficially owned includes the 1,000,000 shares underlying the RSUs awarded in connection with the termination of Mr. Adkersons employment agreement in December 2013, which Mr. Adkerson will receive six months after his retirement; these RSUs were vested at grant.
(7) Includes (a) 2,086,041 shares held by Sable Management, L.P.; (b) 1,550,458 shares held by Flores Family Limited Partnership; (c) 2,850,000 shares held by Flores No. 2 Family Limited Partnership; (d) 20,000 shares held by JCF Partnership, L.P.; (e) 20,000 shares held by Mer.FF Partnership, L.P.; (f) 20,000 shares held by Ala.GF Partnership, L.P.; (g) 325 shares held through our ECAP and (h) 17,350 shares held by OLF Partnership, L.P.
(9) Includes (a) 2,165,818 shares held by a limited liability company with respect to which Mr. Moffett, as a member shares voting and investment power; (b) 1,000,000 shares with respect to which Mr. Moffett has sole voting power but does not have a pecuniary interest; (c) 65,626 shares held through our ECAP and (d) 107,552 shares held by his spouse, as to which he disclaims beneficial ownership. The limited liability company through which Mr. Moffett owns shares has pledged, in accordance with the companys policy, 750,000 shares as security for a line of credit.
(10) Excludes shares beneficially owned by Mr. Moffett, who ceased serving as a director and executive officer effective as of December 31, 2015, and shares beneficially owned by Mr. Flores, who departed from the company effective as of April 4, 2016.
Name and Address of Beneficial Owner Number of Shares
Beneficially Owned
Percent of
Outstanding Shares (1)

Carl C. Icahn and affiliates

c/o Icahn Associates Holding LLC

767 Fifth Avenue, Suite 4700

New York, NY 10153

104,000,000 (2) 8.31 %

The Vanguard Group

100 Vanguard Boulevard

Malvern, PA 19355

98,557,392 (3) 7.87 %

BlackRock, Inc.

40 East 52nd Street

New York, NY 10022

83,848,561 (4) 6.70 %
(2) Based on a Schedule 13D filed with the SEC on August 27, 2015, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on September 18, 2015, Amendment No. 2 to the Schedule 13D filed with the SEC on September 23, 2015, and Amendment No. 3 to the Schedule 13D filed with the SEC on October 7, 2015, by Carl C. Icahn and affiliates. Also based on Schedule 13F filed with the SEC on February 16, 2016, filed by Carl C. Icahn.
(3) Based on a Schedule 13G filed with the SEC on February 10, 2015, as amended by Amendment No. 1 to Schedule 13G filed with the SEC on February 10, 2016 by The Vanguard Group on its own behalf and on behalf of its subsidiaries identified therein, reflecting beneficial ownership as of December 31, 2015. The Schedule 13G/A reflects 96,378,816 shares held with sole dispositive power, 2,178,576 shares held with shared dispositive power, 2,070,741 shares held with sole voting power, and 99,500 shares held with shared voting power.
(4) Based on Amendment No. 6 to Schedule 13G filed with the SEC on January 26, 2016, by BlackRock, Inc. on its own behalf and on behalf of its subsidiaries identified therein, reflecting beneficial ownership as of December 31, 2015. The Schedule 13G/A reflects 83,848,561 shares held with sole dispositive power and 72,898,408 shares held with sole voting power.

Name

Title

Richard C. Adkerson

Vice Chairman, President and Chief Executive Officer

Kathleen L. Quirk

Executive Vice President, Chief Financial Officer and Treasurer

Michael J. Arnold

Executive Vice President and Chief Administrative Officer

James C. Flores

Former Chief Executive Officer of Freeport-McMoRan Oil & Gas LLC

James R. Moffett

Former Chairman of the Board
Recent Executive Compensation Actions

No payouts under annual incentive plan for 2015

No increases to base salaries

Forfeiture of 20% of the 2013-2015 restricted stock unit award for failure to satisfy performance conditions

Consistent with our goals of reducing debt and costs, and continuing to safely and effectively operate our business, we adopted a new structure for 2016 performance share unit awards, incorporating financial and operational metrics in addition to relative TSR performance metric

Streamlined executive management structure and discontinued paying three executives at the highest level

ü Paying for Performance a significant portion of target direct compensation for our executive officers (79% for our CEO in 2015) is tied to performance of our company and our stock price.

ü Limiting Total Target Incentive Compensation we currently limit the total target incentive awards under our AIP and LTI programs that may be received in any one year by our chief executive officer to no more than 5x base salary.

ü Clawback Policies we may recover incentive awards paid based on restated financial statements under certain circumstances.

ü Responding to Stockholder Feedback in addition to the extensive transformation of our executive compensation program in 2014, the committee, with input from its independent consultant, reviewed our LTI program to incorporate additional performance metrics in our 2016 performance share awards in response to recent stockholder perspectives and in accordance with our goals of reducing debt and costs, and continuing to safely and effectively operate our business.

ü Requiring Stock Ownership we require our executive officers and directors to maintain ownership of our securities through our use of equity-based compensation elements and our stock ownership guidelines.

x Excise Tax Gross-Ups we have eliminated all excise tax gross-up provisions from our change in control arrangements with our executive officers.

x Single Trigger Cash Payments our change of control arrangements only provide for cash payments related to a change of control if the executive also experiences an actual or constructive termination of employment within one year of the change of control.

x Single Trigger Vesting of Equity equity-based awards granted by the company since February 2012 will not accelerate upon a change in control, and will only accelerate upon the recipients actual or constructive termination of employment within one year of the change of control.

x Hedging of Company Stock our insider trading policy prohibits our executives and directors from entering into hedging arrangements with respect to our securities.

x Excessive Pledging of Company Stock our insider trading policy provides the following limits on the ability of our executives and directors to pledge our securities:

our securities may not be pledged as collateral for a margin loan,

the executive or director must notify the company prior to execution of the pledge,

the executive or director must establish that he or she has the financial capacity to repay the loan without resorting to the pledged securities, and

any shares pledged will not be considered as owned for purposes of the stock ownership guidelines applicable to the executive or the director.

2015 Executive Compensation Program

Compensation
Element

Characteristics

Base Salary

Fixed cash compensation

Used to calculate other compensation elements

Annual Incentive

Program (AIP)

Annual variable cash compensation based on pre-established performance metrics

Formula-driven plan using the following metrics (weighted as indicated) to determine target and earned awards:

Financial

(operating cash flow net of working capital)

50%

Operational

(copper and oil equivalent production volumes)

25%

Safety

15%

Environmental & Social Responsibility

10%

Annual cash awards capped at a multiple of base salary (for former members of the Office of the Chairman, target 1x base salary; maximum 2x base salary).

Long-Term

Incentive Program

(LTI Program)

PSU award (50% of LTI program awards) payable in shares of stock after a three-year performance period, all of which is at risk based on performance measured by total stockholder return.

- Range of payout of the PSUs is 0% to 200% depending on our total stockholder return compared to our peers; if our total stockholder return is equal to or less than 0%, maximum possible payout is capped at 100%.

Stock options (50% of LTI program awards) vest over a four-year period from date of grant.

How base salaries support our compensation philosophy and objectives:

Base salaries help us meet the objective of attracting and retaining the key talent and executive officers needed to manage our business successfully.

Fixed compensation in the form of base salary represents a small portion of our executive officers target compensation, reflecting our goal to allocate more compensation to the performance-dependent elements of the total compensation package.

Individual base salary amounts reflect our committees judgment with respect to each executive officers responsibility, performance, work experience and the individuals historical salary level; we have not increased the base salaries of our executive officers since May 2007; as part of the redesign of our executive compensation program in 2014, we reduced the base salaries of our three top executives by 50%, from $2.5 million to $1.25 million.

As of the end of 2015, the base salaries of Mr. Flores and Ms. Quirk were contractually set pursuant to their employment agreements.

How the overall design of the 2015 AIP supports our compensation philosophy and objectives:

Our AIP is designed to provide performance-based cash awards to our executive officers, each of whose performance has a significant impact on our financial stability, profitability and future growth.

It encourages the alignment of executive management with stockholder objectives.

Its focus on operating cash flow and copper and oil equivalent production volumes reflects our business goals and objectives, including long-term returns for our stockholders, while its inclusion of safety and environmental and social responsibility metrics promote the goals of operating the business in a responsible manner.

The variability of cash flows associated with changes in commodity prices, fluctuations in production volumes, cost management and other business conditions, closely aligns management and stockholder interests.

Its cap on awards to 2x the executives base salary for the former members of the Office of the Chairman limits the value of awards while providing significant compensation opportunities if the companys performance warrants high payouts.

Performance Category

Performance Metrics

Purpose

Financial

Operating Cash Flow Excluding Working Capital Changes

Directly reflects focus on cash generated from our businesses

Operational

Copper Production Volumes

A meaningful indicator of our operational performance

Oil Equivalents Production Volumes

A meaningful indicator of our operational performance

Safety and

Environmental/Social

Responsibility

Safety

Alignment of our highest priority safety of our people

Environmental & Social Responsibility

Supports our significant focus on working toward sustainable development

2015 Highlights: Annual Incentive Program

Under the 2015 program, each executive had a target award based on a multiple of salary, and was eligible to earn an annual cash award based on the companys performance relative to defined goals established by the committee.

o The target annual incentive award for each of Messrs. Adkerson, Flores and Moffett was 100% of base salary, or $1.25 million.

o The target for each of Ms. Quirk and Mr. Arnold was 175% of base salary.

o Annual cash incentive payments for threshold performance started at 50% of target with maximum performance earning 200% of target, although the committee retained the right to reduce the payment to 0% of target.

Despite achievement of a payout amount equal to 88.5% of the target award based on the companys performance relative to the pre-established goals, in consideration of our total stockholder return in 2015 and other factors and based on managements recommendation, the committee exercised its discretion and did not award any AIP payouts for 2015.

Performance
Category
Performance Metrics Weighting

Target

(+/-5%)

2015
Results

Financial

Operating Cash Flow Excluding Working Capital Changes (in billions)

50.0

%

$3.2

$2.85

Operational

Copper Production Volumes (in billions of pounds)

17.5

%

4.3

4.0

Oil Equivalents Production Volumes (MMBOE)

7.5

%

55.5

52.6

Safety and

Environmental/Social

Responsibility

Safety (TRIR)

15.0

%

0.56

0.56

Environmental & Social

Responsibility

10.0

%

3

3

How our long-term incentive awards support our compensation philosophy and objectives:

Long-term incentives are a variable component of compensation intended to reward our executives for the companys success in achieving sustained, long-term profitability and increases in stock value.

Performance share units payout is based on our relative stockholder return compared to our peers over a three-year performance period, thus directly linking our executives earnings to our stockholders returns.

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