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  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LETTER TO STOCKHOLDERS

Dear Fellow Stockholders,

We appreciate the opportunity to provide you with our 2018 proxy statement and update you on our company’s corporate governance, executive compensation, and other important matters.

Strong Execution of our Strategy. In 2017, management, with the board’s oversight, achieved strong operating performance throughout our global operations. We remained focused on generating long-term value for stockholders through our large-scale and geographically diverse portfolio of long-lived copper reserves and resources. The following reflects 2017 and 2018 year-to-date highlights:

Your board remains committed to continuing its active oversight role, which includes a review of strategy both during our formal board meetings and throughout the year as we counsel management outside of the boardroom.

Responding to Feedback on Executive Compensation. Setting executive compensation and guiding the compensation process for the company is a core duty of the board. We must set effective incentives that motivate our executive team and align with our business strategy. We capture stockholder feedback through a board-led engagement outreach program and integrate that feedback into decisions regarding the company’s governance, compensation, and sustainability practices. Over the course of the past year, we engaged in discussions with many of our investors to ensure that we identified appropriate responsive action following what the board viewed as a disappointing level of stockholder support for our 2017 say-on-pay proposal. As detailed in this proxy statement, the board has taken several actions to continue the evolution of our executive compensation program in order to respond to our stockholders’ requests. The board greatly valued the substantive, thoughtful feedback our stockholders provided us, and we appreciate the time and attention our stockholders devoted to these extensive outreach efforts.

Social and Environmental Sustainability. We recognize that, as a mining company, our work impacts the environment and communities surrounding our operations. Maintaining strong community relationships at our operational sites while ensuring market access for our products throughout the value chain is vital for us to achieve our business goals. We do this by operating safely, respecting human rights, meeting responsible sourcing objectives of our customers and society, engaging with stakeholders, and investing in social programs. Our corporate responsibility committee assists the board in overseeing the management of risks associated with environmental management, community development, health and safety, human rights, climate-related impacts, and water management.

We believe that the trend to develop sustainable solutions is an important business opportunity for us. Copper is a necessary component in many new technologies to bolster energy efficiencies, advance communications, and enhance public health, including high-efficiency motors, electric vehicles and renewable energy.

Your Vote and Voice Matter. At this year’s annual meeting, we look forward to hearing your views and we ask for your continued support as we work together to maximize the long-term value of your investment in our company.

We believe the future will be “Powered by Copper” and we are focused on generating value for you, our stockholders, by delivering superior execution of our strategy. Thank you for being a stockholder and for your role in the long-term success of our company.

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

Freeport-McMoRan  |  2018 Proxy Statement    i

ii    Freeport-McMoRan  |  2018 Proxy Statement

PROXY SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2017 performance, please review our 2017 annual report to stockholders (2017 annual report). The 2017 annual report, including financial statements, is being made available to stockholders together with these proxy materials on or about April 24, 2018.

2018 Annual Meeting of Stockholders

Agenda and Voting Recommendations

Performance Highlights (page 24)

Freeport-McMoRan  |  2018 Proxy Statement    1

Stockholder Engagement Highlights (page 5)

2    Freeport-McMoRan  |  2018 Proxy Statement

Executive Compensation Highlights (page 23)

Director Nominee Highlights (page 18)

Freeport-McMoRan  |  2018 Proxy Statement    3

Corporate Governance Highlights (page 8)

4    Freeport-McMoRan  |  2018 Proxy Statement

STOCKHOLDER ENGAGEMENT

We have an extensive stockholder outreach program through which we seek ongoing input regarding our governance practices and executive compensation program and implement changes based on this input. We value stockholder views and insights and we believe that constructive and meaningful dialogue builds informed relationships that promote transparency and accountability. We integrate the full scope of investor perspectives gathered through these engagements into our board’s decision-making processes on issues ranging from strategy to governance, compensation and sustainability.

During 2017, our board and management conducted extensive engagement with stockholders and performed an in-depth review of our compensation program. We wanted to better understand stockholders’ views, particularly with respect to executive compensation, and provide the opportunity for stockholders to offer detailed feedback on potential changes before implementation. In the fall of 2017, we sought meetings with 15 stockholders representing over 40% of our outstanding common stock and engaged with 10 stockholders representing 25% of our outstanding common stock. In order to establish a direct dialogue with our compensation committee, the chair of our compensation committee participated in many of these discussions, along with our non-executive chairman, and our deputy general counsel and corporate secretary. In response to stockholder feedback and based on market practices, the compensation committee made several changes to our compensation program to further align our incentive structure with our strategy and address concerns cited by stockholders, as discussed under “Executive Officer Compensation – Compensation Discussion and Analysis – Stockholder Engagement and Continued Evolution of Our Executive Compensation Program” on page 25.

History of Responsiveness to Stockholders

Our board values the open communication we have established and maintained with our stockholders. Many of the changes to our governance and compensation structures implemented over the last several years have been directly informed by views and insights gathered through these engagements and outreach efforts. Since 2013, our non-executive chairman, who also served as our lead independent director prior to 2016, has participated in these engagements. We are committed to being responsive to our stockholders as demonstrated by changes we made over the years based on stockholder feedback.

Freeport-McMoRan  |  2018 Proxy Statement    5

Ongoing Dialogue Regarding Social and Environmental Sustainability

We recognize that, as a mining company, our work impacts the environment and communities surrounding our operations. We mitigate impacts through the development of infrastructure, supporting health, safety and education efforts, and providing local employment and business development opportunities. In addition to engagement regarding governance and compensation, we have a robust stakeholder communication program addressing corporate social responsibility. As part of this program, we regularly work with our stockholders and other stakeholders via in-person meetings and site visits, teleconferences, inquiries via email and through multi-stakeholder initiatives. Through these engagement efforts, our corporate sustainable development team and senior personnel address key industry topics, including:

In 2017, our corporate team engaged with over 70 investor organizations, sustainability analyst firms, banking institutions and non-governmental organizations regarding our sustainability programs and performance. Many of these organizations include multiple members or affiliations, thus expanding the reach of our engagement program. In addition, our operational-level teams regularly engage locally with community stakeholders, development institutions and civil society organizations. Our corporate team also works closely with our commodity sales departments to engage both downstream customers and international governmental agencies on sustainability programs and address specific environmental and social areas of interest that could affect access to markets for our various products within the value chain. We believe that effective stakeholder engagement can help reduce sustainability-related risks and enable us to continue to deliver positive contributions to society.

SUSTAINABILITY PROGRAM HIGHLIGHTS

Our sustainable development efforts include the following core elements:

6    Freeport-McMoRan  |  2018 Proxy Statement

Key focus areas identified and managed through our sustainability program include:

Freeport-McMoRan  |  2018 Proxy Statement    7

CORPORATE GOVERNANCE

Corporate Governance Guidelines; Principles of Business Conduct

Good corporate governance is a long-standing priority at our company. We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our stockholders, strengthens board and management accountability, and engenders public trust in our company. Our corporate governance guidelines, along with the charters of our principal board committees, provide the framework for the governance of our company and reflect the board’s commitment to monitor the effectiveness of policy and decision-making both at the board and management levels.

We are also proud of our commitment to the highest level of ethical and legal conduct in all of our business operations. Our principles of business conduct highlight the core values on which our company has built its reputation – safety, respect, integrity, excellence and commitment. Our principles of business conduct provide guidance for the application of these values to our business and define the expected behavior of all of our employees and our board. Amendments to or waivers of our principles of business conduct granted to any of our directors or executive officers will be published promptly on our website.

Our corporate governance guidelines and principles of business conduct are available at www.fcx.com under “About Us – Corporate Governance – Governance Documents” and are available in print to any stockholder who requests a copy.

Board Composition and Board Refreshment

In accordance with our corporate governance guidelines, our nominating and corporate governance committee reviews annually the composition and size of the board. We recognize the importance of board refreshment to achieve the right blend of institutional knowledge and fresh perspectives on our board. Following constructive discussions with many of our largest stockholders, in 2015 we reconstituted and reduced the size of the board consistent with the needs of the company. Our reconstituted board continues to bring diverse and extensive professional, financial and business experience while balancing independence and tenure. Our board currently consists of seven members, six of whom the board has affirmatively determined have no material relationship with the company and are independent within the meaning of our director independence standards, which meet, and in some respects exceed, the independence requirements of the New York Stock Exchange (NYSE). Each of our current board members has been nominated to stand for reelection at our 2018 annual meeting.

On March 5, 2018, Andrew Langham resigned from the board. Mr. Langham was originally appointed to the board pursuant to the Nomination and Standstill Agreement dated October 7, 2015 (Nomination and Standstill Agreement), by and among the Company and Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., Andrew Langham and Courtney Mather (collectively, the Icahn Group). The resignation was tendered in accordance with the terms of the Nomination and Standstill Agreement following a decrease in the Icahn Group’s share ownership. As a result, the board has decreased from eight to seven members.

Independent directors comprise 86% of our board, the average age of our directors is 63.7, and the average tenure of our directors is 8.5 years, compared to an average age of 63 and an average tenure of 8.2 years for all directors at S&P 500 companies according to the 2017 Spencer Stuart Board Index. In addition, 29% of the members of our board are women. We remain committed to an ongoing review of the board’s composition to ensure that we continue to have the right mix of skills, background and tenure as we continue to address challenges and position the company for long-term success.

8    Freeport-McMoRan  |  2018 Proxy Statement

Board Leadership Structure

The board believes that the decision to combine or separate the positions of chairman and chief executive officer is highly dependent on the strengths and personalities of the individuals involved. In addition, the decision must take into account current business conditions and the environment in which the company operates. While our by-laws and corporate governance guidelines do not require our chairman and chief executive officer positions to be separate, these positions have been separate at our company since 2003, and the board believes that having separate positions continues to be the appropriate leadership structure for the company at this time. Mr. Adkerson has served as Chief Executive Officer since December 2003 and as President since January 2008. In January 2016, the board appointed our former lead independent director, Gerald J. Ford, as non-executive chairman of the board, with responsibilities that include:

The board believes this structure provides an effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.

Board’s Role in Oversight of Risk Management

The board takes an active role in risk oversight. The board as a whole is responsible for risk oversight at the company, with reviews of certain areas being conducted by the relevant board committees that regularly report to the full board. In its risk oversight role, the board reviews, evaluates and discusses with appropriate members of management whether the risk management processes designed and implemented by management are adequate in identifying, assessing, managing and mitigating material risks facing the company, including financial, international, operational, and environmental risks.

The board believes that full and open communication between senior management and the board is essential to effective risk oversight. Our non-executive chairman regularly meets and discusses with our chief executive officer a variety of matters, including business strategies, opportunities, key challenges and risks facing the company, as well as management’s risk mitigation strategies. Senior management attends all regularly-scheduled board meetings where they conduct presentations on various strategic matters involving our operations and are available to address any questions or concerns raised by the board on risk management-related or any other matters. The board oversees the strategic direction of the company, and in doing so considers the potential rewards and risks of our business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals.

In carrying out its risk oversight responsibilities, the board has taken a more active role over the past two years in overseeing the company’s actions to enhance our financial position and refocus the business strategy on our leading position in the global copper industry. To ensure informed and effective oversight during a period of weak market conditions, the board instituted frequent conference calls with senior management to receive updates

Freeport-McMoRan  |  2018 Proxy Statement    9

regarding management’s execution of these plans. In addition, the full board has been actively involved in oversight of the protection of our long-term operating rights for our Grasberg operations in Indonesia. These informal calls continued throughout 2017 and early 2018 to provide updates as management continues to work with Indonesian Government officials to reach an agreement on a stable framework that benefits all stakeholders while protecting the interests of our stockholders.

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

10    Freeport-McMoRan  |  2018 Proxy Statement

Succession Planning for Senior Executives

The board is focused on ensuring that the company has an emergency and long-term succession plan in place for key senior executive positions. In the event of an unexpected executive departure, the emergency succession plan allows for smooth transfer of responsibilities to an individual who may or may not be permanently tasked with the new role. In the event of a senior executive’s departure, both internal and external candidates may be considered for permanent appointment to a given role.

The long-term succession plan is intended to develop a pipeline of qualified talent for key roles. The planning process includes a discussion of succession candidates, assessment of relevant skills and planning for professional development where necessary. The company’s short and long-term business strategy will be considered when evaluating candidates and their skills. Multiple succession candidates may be identified for an individual role and provided with relevant growth opportunities. Where possible, the board gains insight through direct exposure to internal succession candidates from their presentations to the board, work with individual directors or board committees, and participation in board activities.

The fully independent executive committee of the board is responsible for overseeing the succession planning process for our chief executive officer and other key senior executives. The executive committee, which includes our non-executive chairman, reviews the company’s succession plan for all key senior executives with input from the chief executive officer. The committee meets with all independent directors periodically to discuss and review our emergency and long-term succession plans. In 2017, in lieu of an executive committee meeting, all of the independent directors met in executive session to review the company’s succession plan. In the event that the succession plan is triggered for any of these roles, the full board would participate in the discussion and consideration of any action with a final decision to be made by the independent directors of the board.

Director and Executive Officer Stock Ownership Guidelines

The nominating and corporate governance committee adopted stock ownership guidelines applicable to our non-management directors and the compensation committee adopted stock ownership guidelines applicable to our executive officers. Under the guidelines, each non-management director is expected to maintain ownership of company stock valued at five times his or her annual retainer, which retainer is currently $75,000. Effective February 2, 2017, upon the recommendation of the compensation committee, the board approved an amendment to the stock ownership guidelines applicable to our executive officers to increase the target multiple for the chief executive officer from five times to six times base salary. Accordingly, Mr. Adkerson is expected to maintain ownership of company stock valued at six times his base salary. Each of our other executive officers is expected to maintain ownership of company stock valued at three times his or her base salary. The value of the stock ownership is calculated based on the one-year and five-year trailing average monthly stock price. Shares of our common stock currently owned and not pledged, including restricted stock units (but not performance share units), count as stock owned for purposes of the stock ownership guidelines. Shares held in trust may also be included; however, due to the complexities of the trust laws, the decision to include the shares is made on a case-by-case basis after reviewing the nature of the specific trust involved and considering whether the individual has maintained a pecuniary interest in the shares. Performance share units and shares owned on behalf of a spouse or children are not counted towards the target level. Stock ownership levels should be achieved by each non-management director and executive officer as soon as practicable or within four years of being appointed or elected to the board or becoming an executive officer. As of December 31, 2017, all of our non-management directors and all of our executive officers exceeded their target ownership levels except Mr. Conger, who became an executive officer effective February 2, 2016 and is required to achieve his target ownership level by February 2, 2020.

Director Nominations and Qualifications

In evaluating nominees for membership on the board, our nominating and corporate governance committee applies the board membership criteria set forth in our corporate governance guidelines. Under these criteria, the committee takes into account many factors, including the following:

Freeport-McMoRan  |  2018 Proxy Statement    11

In selecting nominees, the committee seeks to have a board that represents a diverse range of perspectives and experience relevant to the company. The committee also evaluates each individual in the context of the board as a whole, with the objective of recommending nominees who can best advance the success of the business, be effective directors in conjunction with the full board, and represent stockholder interests through the exercise of sound judgment using their diversity of experience in these various areas. For more information regarding the experience, qualifications, attributes and skills of director nominees considered by the board through the nominating and corporate governance committee, see the section titled “Proposal No. 1: Election of Directors” on page 17.

Our nominating and corporate governance committee reviews annually the composition and size of the board, and whether any vacancies on the board are expected due to retirement or other reasons. In the event that vacancies are anticipated, or otherwise arise, the committee will consider various potential candidates who may come to the attention of the committee through current board members, professional search firms, stockholders or other persons. Each candidate brought to the attention of the committee, regardless of who recommended such candidate, is considered on the basis of the criteria set forth in our corporate governance guidelines.

Board Evaluation Process

The nominating and corporate governance committee oversees the annual performance evaluation of the board as a whole and each committee of the board. Annually, each director completes an evaluation of the full board and of each committee on which the director serves. The evaluations are intended to provide the board and each committee with an opportunity to evaluate performance for the purpose of improving board and committee processes and effectiveness. The detailed questionnaires seek quantitative ratings and subjective comments in key areas of board practices, and ask each director to evaluate how well the board and committees operate and to make suggestions for improvements. The nominating and corporate governance committee reviews the results and the assessment of board performance is presented to the full board. The results of each committee evaluation are delivered to the respective chair of each committee. The results can then be leveraged by the board or relevant committee when considering issues such as board refreshment, committee operations, or board procedures.

Board Committees

The board has five standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, a corporate responsibility committee, and an executive committee, each of which is composed entirely of independent directors. Each committee operates under a written charter adopted by the board. All of the committee charters are available on our website at www.fcx.com under “About Us – Corporate Governance – Board Committees and Charters” and are available in print upon request. The following table identifies the current committee members.

12    Freeport-McMoRan  |  2018 Proxy Statement

Audit Committee. The audit committee assists the board in fulfilling its oversight responsibilities relating to (1) the effectiveness of the company’s internal control over financial reporting; (2) the integrity of the company’s financial statements; (3) the company’s compliance with legal and regulatory requirements; (4) the qualifications and independence of the company’s independent registered public accounting firm; and (5) the performance of the company’s independent registered public accounting firm and internal audit firm. For more information on the audit committee, see the section titled “Audit Committee Report.” The audit committee held four meetings in 2017.

Compensation Committee. The compensation committee assists the board in fulfilling its oversight responsibilities by (1) discharging the board’s responsibilities relating to compensation of the company’s executive officers; (2) overseeing the form and amount of director compensation; and (3) administering the company’s cash-based and equity-based incentive compensation plans. For more information on the compensation committee, see the section titled “Corporate Governance – Compensation Committee Procedures.” The compensation committee held three meetings in 2017.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities by (1) identifying and formally considering and recommending to the board candidates to be nominated for election or re-election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly-created directorships; (2) monitoring the composition of the board and its committees and making formal recommendations to the board on membership of the committees; (3) overseeing the company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the board for approval any changes to the documents, policies and procedures in the company’s corporate governance framework, including maintaining the company’s corporate governance guidelines and recommending to the board any desirable changes; (4) reviewing and as necessary, making recommendations to the board with respect to stockholder proposals; and (5) evaluating the effectiveness of the board, its committees and management. The nominating and corporate governance committee held two meetings in 2017.

Corporate Responsibility Committee. The corporate responsibility committee assists the board in fulfilling its oversight responsibilities with respect to the company’s (1) environmental policy and implementation programs; (2) human rights policy and practices; (3) safety and health policies and programs; (4) community health programs and related public health and medical matters; (5) community policy and practices, governmental and stakeholder relations, and social investment and sustainable development programs; (6) programs to evaluate and address climate-related impacts and opportunities; (7) charitable contributions; and (8) political activity and spending practices. The corporate responsibility committee held three meetings in 2017.

Executive Committee. The executive committee assists the board in fulfilling its oversight responsibilities by acting on behalf of the board during periods between meetings of the board in order to enhance the board’s ability to respond to time-sensitive matters. The members of the executive committee are the non-executive chairman (or lead independent director, as applicable) who is chair of the executive committee, and the chairs of the other standing committees of the board, who are all independent directors, and any other independent director as appointed by the board. The executive committee has all of the powers of the board except as limited by law. The executive committee did not hold any meetings in 2017.

Board and Committee Meeting Attendance

The board had a total of seven meetings during 2017 (four regular meetings and three special meetings). During 2017, each of our directors participated in 77% or more of the total number of meetings of the board and meetings held by each committee of the board on which each director served, with five of the seven directors participating in 100% of the meetings. Directors are invited but not required to attend annual meetings of our stockholders. Mr. Adkerson attended our last annual meeting of stockholders.

Board and Committee Independence; Audit Committee Financial Experts

In accordance with the rules of the NYSE, the board must make an affirmative determination that a director has no material relationship with the company and management for such director to be deemed independent. To assist the board in making determinations of independence, the nominating and corporate governance committee established director independence standards, which meet, and in some respects exceed, the independence requirements of the NYSE. In addition, members of the audit and compensation committees must meet heightened

Freeport-McMoRan  |  2018 Proxy Statement    13

standards of independence in accordance with the requirements of the NYSE corporate governance listing standards and U.S. Securities and Exchange Commission (SEC) rules and regulations. The director independence standards are set forth in Appendix A to our corporate governance guidelines, which are available at www.fcx.com under “About Us – Corporate Governance – Governance Documents.”

On the basis of information solicited from each director, and upon the advice and recommendation of the nominating and corporate governance committee, the board has affirmatively determined that each of Messrs. Ford, Madonna, Mather and McCoy, and each of Mses. Kennard and Townsend has no material relationship with the company and is independent within the meaning of our director independence standards. In making this determination, the nominating and corporate governance committee, with assistance from the company’s legal counsel, evaluated responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between each director, the company and management. In its review of director independence, the committee considered the commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the company or management. The nominating and corporate governance committee recommended to the board that the six directors named above be considered independent, which the board approved.

The board also has determined that each of the members of the audit, compensation, nominating and corporate governance, and corporate responsibility committees has no material relationship with the company and satisfies the independence criteria (including the enhanced criteria with respect to members of the audit committee and compensation committee) set forth in the applicable NYSE listing standards and SEC rules. In addition, the board has determined that each of Messrs. Ford, Madonna and Mather qualify as an “audit committee financial expert,” as such term is defined by the rules of the SEC.

Compensation Committee Procedures

The compensation committee has the sole authority to set compensation for our executive officers, including annual compensation amounts and annual and long-term incentive plan criteria, evaluate the performance of our executive officers, and make awards to our executive officers under our stock incentive plans. The compensation committee also reviews, approves and recommends to the board any proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officers and oversees our assessment of whether our compensation practices are likely to expose the company to material risks. In addition, the compensation committee annually recommends to the board the slate of officers for the company, periodically reviews the functions of our executive officers, and makes recommendations to the board concerning those functions.

To the extent equity awards are granted in a given year, the compensation committee’s historical practice has been to grant such awards at its first meeting of that year, which is usually held in January or February. Each July or August, the board establishes a meeting schedule for itself and its committees for the next calendar year. Thus, the first meeting of each year is scheduled approximately six months in advance and is scheduled to fall within the window period following the release of the company’s earnings for the fourth quarter of the previous year. The compensation committee has a written policy stating that it will approve all regular annual equity awards at its first or second meeting of each fiscal year, and that to the extent the committee approves any out-of-cycle awards at other times during the year, such awards will be made during an open window period during which our executive officers and directors are permitted to trade company securities.

The terms of our stock incentive plan provide that the exercise price of each stock option cannot be less than the fair market value of a share of our common stock on the grant date. Pursuant to the compensation committee’s policies, for purposes of our stock incentive plan, the fair market value of our common stock will be determined by reference to the closing quoted per share sale price of our common stock on the composite tape for NYSE-listed stocks on the grant date. In addition, our stock incentive plan permits the committee to delegate to appropriate personnel its authority to make awards to employees other than those subject to Section 16 of the Securities Exchange Act of 1934, as amended.

14    Freeport-McMoRan  |  2018 Proxy Statement

Our current equity grant policy provides that each of our chief executive officer, chief financial officer and chief administrative officer has authority to make or modify grants to such employees, subject to the following conditions:

The compensation committee is also responsible for the oversight of director compensation, including the authority to grant equity-based awards, and conducts an annual review and assessment of all compensation, cash and equity-based, paid to our non-management directors under our director compensation program. For more information regarding director compensation philosophy and procedures, see the section titled “Director Compensation” on page 60.

The compensation committee engages an independent executive compensation consultant to advise the compensation committee on matters related to executive and director compensation. Please refer to the section titled “Compensation Discussion and Analysis” for more information related to the independent executive compensation consultant. In addition, the board has its own independent legal counsel, with whom the compensation committee consults on an as needed basis.

Compensation Committee Interlocks and Insider Participation

The current members of our compensation committee are Messrs. McCoy and Madonna, and Ms. Townsend. In 2017, none of our executive officers served as a member of the compensation committee of another entity, or as a director of another entity, one of whose executive officers served on our compensation committee or as one of our directors.

Our insider trading policy prohibits our executives and directors from entering into any hedging arrangements with respect to our securities and limits the ability of our executives and directors to pledge our securities. For more information, see the section titled “Executive Officer Compensation – Compensation Discussion and Analysis” beginning on page 23.

Director Candidates Submitted by Stockholders

Non-Proxy Access Nominations

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

In addition, our by-laws permit stockholders to nominate candidates directly for consideration at next year’s annual meeting of stockholders. Any non-proxy access nomination must be in writing and received by our corporate secretary at our principal executive office no later than April 6, 2019. If the date of next year’s annual meeting is moved to a date more than 90 days after or 30 days before the anniversary of this year’s annual meeting, the nomination must be received no later than the later of 60 days prior to the date of the 2019 annual meeting or 10 days following the public announcement of the date of the 2019 annual meeting. Any stockholder submitting a nomination under our by-law procedures must include (a) all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities

Freeport-McMoRan  |  2018 Proxy Statement    15

Exchange Act of 1934, as amended (including such nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (b) the name and address (as they appear on the company’s books) of the nominating stockholder and the class and number of shares beneficially owned by such stockholder, and (c) all other information required by our by-laws. Nominations should be addressed to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004.

Proxy Access Nominations

At our 2016 annual meeting of stockholders, our stockholders approved a proxy access amendment to our by-laws that permits a stockholder, or a group of up to 20 stockholders, owning 3% or more shares of our common stock continuously for the three years prior to the date of submission of a notice nominating a candidate for director and continuing up to the date of the annual meeting, to nominate and include in the company’s proxy materials stockholder nominees for election to the board constituting the greater of (a) two stockholder nominees or (b) 20% of the total number of directors in office as of the last day nominations of stockholder nominees may be submitted, rounded down to the nearest whole number, provided that the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our by-laws.

Any director nomination pursuant to our proxy access by-law must be in writing and received by our corporate secretary at our principal executive office no later than December 25, 2018. If the date of next year’s annual meeting is moved to a date more than 30 days after or 30 days before the anniversary of this year’s annual meeting, the nomination must be received no later than the later of 180 days prior to the date of the 2019 annual meeting or 10 days following the public announcement of the date of the 2019 annual meeting. Any stockholder submitting a nomination under our proxy access by-law procedures must comply with the procedure, notice and information requirements in Article IV, Section 12 of our by-laws. Nominations made pursuant to our proxy access by-law should be addressed to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004.

Communications with the Board

The board believes that senior management speaks for the company. Individual board members may, from time to time, meet or otherwise communicate with the company’s stakeholders at the request of the board or senior management. Stockholders or other interested parties may communicate directly with one or more members of the board, or the independent directors as a group, by writing to the director or directors at the following address: Freeport-McMoRan Inc., Attn: Board of Directors or the name of the individual director or directors, 333 North Central Avenue, Phoenix, Arizona 85004. The communication will be forwarded to the non-executive chairman of the board or the appropriate director or directors for response.

16    Freeport-McMoRan  |  2018 Proxy Statement

PROPOSAL NO. 1:    ELECTION OF DIRECTORS

The board currently consists of seven members. Upon the recommendation of our nominating and corporate governance committee, the board has nominated seven directors for election at our 2018 annual meeting to hold office until the next annual meeting and the election of their successors. All of the nominees are currently directors. Each agreed to be named in this proxy statement and to serve if elected. The persons named as proxies on the proxy card intend to vote your proxy for the election of each such nominee, unless otherwise directed. If, contrary to our expectations, a nominee should become unavailable for any reason, your proxy will be voted for a substitute nominee designated by the board or the board may reduce its size.

The experience, qualifications, attributes and skills that led the board and the nominating and corporate governance committee to conclude that each of the nominees should serve as a director for the company are set forth in the table below, which our nominating and corporate governance committee has used for the past two years.

For more information regarding director nominations and qualifications, see the sections titled “Corporate Governance – Director Nominations and Qualifications” and “Corporate Governance – Director Candidates Submitted by Stockholders” beginning on pages 11 and 15, respectively.

Vote Required to Elect Director Nominees

Under our by-laws, in uncontested elections, directors are elected by a majority of the votes cast. In contested elections where the number of nominees exceeds the number of directors to be elected, directors are elected by a plurality vote, with the director nominees who receive the most votes being elected.

In an uncontested election, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” such election will be required to promptly tender his or her resignation to the board. Our nominating and corporate governance committee will recommend to the board whether to accept or reject the tendered resignation. The board will act on the committee’s recommendation and publicly disclose its decision within 90 days from the date of the annual meeting of stockholders. Any director who tenders his or her resignation will not participate in the committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation.

In addition, if each member of the nominating and corporate governance committee fails to be elected at the same election, the independent directors who were elected will appoint a committee to consider the tendered resignations and recommend to the board whether to accept or reject them. Any vacancies on the board may be filled by a majority of the directors then in office. Each director elected in this manner will hold office until his or her successor is elected and duly qualified. For more information on the voting requirements, see “Questions and Answers About the Proxy Materials, Annual Meeting and Voting.”

Board of Directors’ Recommendation on Proposal No. 1

Freeport-McMoRan  |  2018 Proxy Statement    17

Information About Director Nominees

The following table provides certain information as of April 10, 2018, with respect to each director nominee, including information regarding business experience, director positions with other public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that led our nominating and corporate governance committee and the board to determine that such person should be nominated at our 2018 annual meeting of stockholders to serve as a director of the company. Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years. Former public company directorships reflect positions held in the last five years.

18    Freeport-McMoRan  |  2018 Proxy Statement

Freeport-McMoRan  |  2018 Proxy Statement    19

20    Freeport-McMoRan  |  2018 Proxy Statement

Freeport-McMoRan  |  2018 Proxy Statement    21

22    Freeport-McMoRan  |  2018 Proxy Statement

EXECUTIVE OFFICER COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our chief executive officer, our chief financial officer, and each of our two other executive officers during 2017 (collectively referred to as our named executive officers or NEOs). Our named executive officers for 2017 are:

This CD&A is organized into five sections:

Freeport-McMoRan  |  2018 Proxy Statement    23

Executive Summary

Performance Highlights

During 2017, we focused our efforts on productivity, cost and capital discipline, and generating cash flows to continue to successfully execute our plan to strengthen our balance sheet. As a result of a series of asset sale transactions during 2016 and early 2017, we refocused our business on our leading position in the global copper industry. For the year 2017, operating cash flows of $4.7 billion exceeded capital expenditures of $1.4 billion, which enabled us to reduce our consolidated debt, net of cash, by $3.1 billion during 2017. Highlights included the following:

To further support our plan, our compensation committee (the committee) designed the annual incentive plan for 2017 to focus our executive team on the goals noted above. Specifically, the 2017 financial and operational metrics and targets under the annual incentive plan, and our results for 2017, which exceeded the targets under three metrics and fell slightly below target for three metrics, were as follows:

2017 Performance Against AIP Targets

24    Freeport-McMoRan  |  2018 Proxy Statement

Stockholder Engagement and Continued Evolution of Our Executive Compensation Program

Our board has a history of seeking our stockholders’ feedback regarding our practices, including our compensation program, and highly values the insights we receive through this open dialogue. Over the past year, the board led a multi-stage stockholder engagement program to ensure the continuation of this process of using stockholder feedback to inform the board’s response to areas of inquiry.

In the lead-up to the 2017 annual meeting, we engaged with 15 of our stockholders collectively holding over 45% of our outstanding common stock. Most investors communicated positive feedback regarding management’s execution of our long-term strategy to focus on our world-class copper portfolio and exercise capital and cost discipline. Although our stockholders were generally supportive of our compensation program’s structure and quantum, there were two primary concerns regarding our executive compensation program that we sought to address. First, the use of special annual incentive and equity awards for 2016 performance and secondly, the use of annual metrics in our long-term incentive compensation program. The committee recognized the need for responsive action following the disappointing outcome of our 2017 annual meeting vote on our say-on-pay proposal, which passed with 52% support.

After our 2017 annual meeting, our committee executed a comprehensive engagement outreach program to gain additional insight into stockholders’ views of our executive compensation program and discuss potential responsive actions. In the fall of 2017, we engaged with a significant cross-section of our institutional stockholder base and indicated our intent to integrate stockholder feedback into the committee’s review of the executive compensation program as we considered changes for 2018. We sought meetings with 15 stockholders representing over 40% of our outstanding common stock and engaged with 10 investors representing about 25% of our outstanding common stock. In order to establish direct dialogue with our committee, the chair of the committee participated in many of these discussions, along with our non-executive chairman and our deputy general counsel and corporate secretary.

We conducted additional engagement calls with our largest stockholders to preview the modifications to our executive compensation program and to seek any additional feedback. Through this extensive engagement process, we received valuable input from our stockholders detailed below under “Stockholder Feedback.” This feedback directly informed the incentive compensation changes made for 2018 detailed under “Adopted New Long-Term Incentive Program Structure for 2018 to Reflect Stockholder Perspectives” on page 28.

What We Heard and What We Did

Freeport-McMoRan  |  2018 Proxy Statement    25

Target Direct Compensation

Our executive compensation program is significantly performance-based – linking executive pay, company performance and results for stockholders – and is appropriately balanced with short- and long-term measures. The primary components of our executive compensation program are (1) base salary, (2) annual incentive awards and (3) long-term incentive awards (which we collectively refer to as our executives’ “direct compensation”). The annual incentive awards and long-term incentive awards, which comprise the majority of our executives’ target direct compensation, are at-risk, with a significant percentage of the compensation based on measureable performance objectives, both annual and long-term (the performance share units, or PSUs), and increases in our stock price (stock options).

Using these compensation components, in February 2017 the committee established the following target compensation framework for our executive officers for 2017:

2017 Target Compensation Framework*

Prior to approving this framework for 2017, the committee reviewed data provided by its independent consultant indicating that Mr. Adkerson’s total target direct compensation ranked below the bottom 25^th percentile of each of our peer group and the S&P 250. The committee noted that it had reviewed similar data in 2016, and although the committee believed that adjustments may have been warranted at that time due to Mr. Adkerson’s increased responsibilities following our elimination of the Office of the Chairman management structure, considering the market environment and the challenges facing our company, the committee determined not to alter Mr. Adkerson’s compensation package in 2016. The above framework reflects the following changes to Mr. Adkerson’s target direct compensation in 2017, and results in his target direct compensation ranking just below the median of the S&P 250:

26    Freeport-McMoRan  |  2018 Proxy Statement

Freeport-McMoRan  |  2018 Proxy Statement    27

Adopted New Long-Term Incentive Program Structure for 2018 to Reflect Stockholder Perspectives

Based on stockholder feedback, our review of current market practices, as well as our committee’s continual evaluation of our program in order to ensure we appropriately align our executives’ incentives with our long-term strategy, we adopted a new LTI program structure for 2018. For a full description of our multi-stage stockholder engagement that informed these compensation program changes, please see “Stockholder Engagement and Continued Evolution of Our Executive Compensation Program” on page 25.

Summary of Key LTI changes:

The revised equity mix in our LTI program is consistent with S&P 500 companies with an average mix of 53% PSUs, 22% stock options and 25% RSUs. The committee believes these compensation program changes enhance the alignment between our incentive program and our evolving business, and are directly responsive to the concerns cited by our stockholders.

Changes Made to Our Long-Term Incentive Program for 2018 Versus Our 2017 Program

Compensation Governance and Best Practices

Our executive compensation program is designed and managed by the independent compensation committee of our board. Structuring a compensation program is a complex process that includes weighing various possible incentives and associated risks, assessing the competitive environment for executive talent, and understanding the views and perspectives of various constituencies. The committee is committed to incorporating stockholder perspectives in its review process. As noted above, the committee is aware of stockholder views through the broad feedback mechanism of our annual say-on-pay vote on executive compensation, but also actively solicits information through direct conversations with investors that allow the committee to gather more actionable insights. The committee also seeks input from its independent compensation consultant and strives to incorporate compensation “best practices” into our program design.

28    Freeport-McMoRan  |  2018 Proxy Statement

Below is a summary of the compensation governance practices to which we are committed and which we believe enhance the performance of the company and long-term value for stockholders, and the practices that we reject.

We Are Committed To:

We Reject:

Freeport-McMoRan  |  2018 Proxy Statement    29

Executive Compensation Philosophy

The fundamental principles of our company’s executive compensation philosophy are to:

In order to achieve these goals, our committee believes that not only should a significant portion of the executive officers’ compensation be performance-based, but also that such compensation should correspond to the key measures used by our stockholders in assessing our company’s value and driving future growth.

Under our executive compensation program, the primary elements of the performance-based pay are (1) the awards under our annual incentive plan (AIP), which uses financial, operational, safety, environmental and social responsibility metrics to measure performance, and (2) awards under our LTI program, which in 2017 focused on our achievements with respect to certain financial and operational metrics, our response to market conditions and strategic considerations, and relative TSR. As noted above, this program was revised in 2018 to focus on a financial metric (ROI) and relative TSR for the full performance cycle.

30    Freeport-McMoRan  |  2018 Proxy Statement

Overview of Principal Components of Executive Compensation

The principal components of executive officer compensation for 2017 were (1) base salaries, (2) annual incentive awards and (3) long-term incentive awards in the form of PSUs and stock options. In addition, we provide our executives with certain personal benefits and perquisites, as well as post-employment compensation. The principal components are summarized as follows:

Freeport-McMoRan  |  2018 Proxy Statement    31

Base Salaries

In February 2017, the committee reviewed the base salaries of our executive officers as part of its review of the total compensation for our executive officers, including our chief executive officer. The committee noted that base salaries had not been increased for 10 years (except for Mr. Conger). With respect to our chief executive officer, the committee also noted that following our elimination of the Office of the Chairman structure in 2015 and the departure of our two other former senior executives in 2015 and early 2016, Mr. Adkerson fully assumed the management responsibilities formerly held by three senior officers. Further, the committee noted that in early 2016, it reviewed data from its compensation consultant indicating that Mr. Adkerson’s target compensation ranked below the bottom 25th percentile of each of our peer group and the S&P 250. Mr. Adkerson’s compensation had been set at that level when the three members of the Office of the Chairman were all compensated at the same level, with the goal of maintaining their aggregate compensation near the average of aggregate compensation for the three most senior executives at peer companies. Although the committee believed that adjustments may have been warranted at the time, considering the market environment and the challenges facing our company, the committee determined not to alter Mr. Adkerson’s compensation package in early 2016. In early 2017, the committee’s compensation consultant once again presented information indicating that Mr. Adkerson’s total compensation package continued to rank below the bottom 25th percentile of each of our peer group and the S&P 250. Based on its review, the committee approved base salary increases for our executive officers effective March 1, 2017, as follows: Mr. Adkerson – $350,000 (base salary of $1,600,000); Ms. Quirk – $150,000 (base salary of $800,000) and Mr. Conger – $50,000 (base salary of $550,000).

Annual Incentive Awards

32    Freeport-McMoRan  |  2018 Proxy Statement

General Structure of the AIP for 2017. For 2017, the committee established target performance goals in three categories that it believes effectively measure the performance of the company, with each category accounting for a specific percentage of the target award. In these categories, the committee chose the following metrics to measure performance:

Following the end of the year, each performance metric is evaluated against the target goal, with payout levels defined for threshold, target and maximum levels of performance. If performance falls within these levels, a sliding scale is used to determine the appropriate payout.

Freeport-McMoRan  |  2018 Proxy Statement    33

Review of 2017 AIP Results. In February 2018, the committee evaluated the company’s performance against the AIP targets, which were as follows:

The committee also approved the method for calculating results under each metric. In connection with the committee’s review of our results in early 2018, no adjustments were made to the reported results under the financial metrics. In connection with the calculation of net unit cash costs per pound of copper, we use the “by-product” method in our calculation in our Annual Report on Form 10-K for the year ended December 31, 2017. Under this method, gold, molybdenum and other metal revenues at copper mines are reflected as credits against site production and delivery costs. Our calculation of consolidated unit net cash costs per pound of copper excludes noncash and other costs, including stock-based compensation costs, start-up costs, inventory adjustments, long-lived asset impairments, restructuring and/or unusual charges. The committee determined that the company performed above the maximum levels for the net debt reduction and capital expenditures metrics, between target and maximum levels for the consolidated adjusted EBITDA metric, and near or below target for each of the other financial and operational metrics.

The consolidated adjusted EBITDA metric is a non-GAAP measure. Please refer to Annex A to this proxy statement for a reconciliation and other information regarding our calculation of consolidated adjusted EBITDA.

With regard to the safety metric, the company’s TRIR resulted in a payout between target and threshold levels for that metric. With regard to the environmental and social responsibility metric, the committee evaluated the company’s performance relative to a scorecard it approved in February 2017. The committee considered the environmental performance with respect to environmental penalties, reportable spills and releases, and notices of

34    Freeport-McMoRan  |  2018 Proxy Statement

violation. With regard to the social responsibility category, the committee considered further integration of the United Nations Guiding Principles on Business and Human Rights into our programs, investment in community programs, and stakeholder feedback and recognition of sustainability programs. As a result of its assessment, the committee determined that the executives had earned 100% of the target level of the environmental/social responsibility metric.

Based on the company’s overall performance relative to the metrics, the executives earned 112.7% of the target payout under the 2017 AIP.

Long-Term Incentive Awards

Determination and Design of 2017 LTI Awards.

At its meeting on February 7, 2017, the committee determined the total target LTI award value for each of the executive officers based on five times the executive’s base salary. The committee determined to award 50% of the total target LTI value in stock options and 50% in PSUs, and calculated the number of stock options and the target PSUs to be granted to each as follows:

Freeport-McMoRan  |  2018 Proxy Statement    35

The PSUs granted in 2017 were designed similarly to our 2016 PSUs. As previously disclosed, our PSU design for 2016 and 2017 was driven by (1) stockholder feedback supporting the use of metrics other than TSR in our performance award, and (2) the committee’s recognition that challenges facing the company and our planned exit of the oil and gas business made it extraordinarily difficult to determine appropriate performance metrics that would apply over a three-year period as the company’s business cycle unfolded. Thus, rather than establish performance metrics applicable for the entire performance period, the committee elected to use the annual financial and operational metrics of the annual incentive plan for each year in the performance period, which would be averaged together to determine the performance results. A “TSR modifier” is applied such that the preliminary payout amount can be increased or decreased by up to 25% of the target award based on our TSR over the performance period compared to the TSR of an eight-company peer group (consisting of the eight mining company peers listed on page 39), as follows:

As previously disclosed in our proxy statement for our 2017 annual meeting, however, the committee viewed this design as a temporary approach, providing needed flexibility in setting metrics in order to create a more effective long-term program and reward executives in times of significant change for our company. The committee expected to return to the more traditional approach of establishing the relevant performance metrics at the beginning of the performance period for the full performance period, and did so in 2018, as described below.

Significant Changes to LTI Program in 2018.

As discussed in detail in the Executive Summary on page 25, in response to stockholder feedback and current market practices, the committee revised the design of our long-term incentive program in 2018. The 2018 LTI program can be summarized as follows: