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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 30, 2023 (May 26, 2023)
SOUTHERN COPPER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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1-14066 |
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13-3849074 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
7310 N. 16th Street., Suite 135, Phoenix, AZ 85020
(Address of principal executive offices, including zip code)
(602) 264-1375
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Trading Symbol |
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Name of each exchange on which registered: |
Common stock, par value $0.01 per share |
SCCO |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On May 26, 2023, Southern Copper Corporation, (the “Corporation”) held its 2023 Annual Meeting of Stockholders. The total outstanding voting securities eligible to vote were shares of Common Stock 748,473,505 shares, constituting approximately 96.81 % of the total outstanding shares eligible to vote at the meeting, were voted. The stockholders were asked to take the following actions:
| 1. | To elect our nine directors, who will serve until the 2024 annual meeting. |
| 2. | To ratify the selection by the Audit Committee of the Board of Directors of Galaz, Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as our independent accountants for calendar year 2023. |
| 3. | To approve, by non-binding advisory vote, our executive compensation. |
| 4. | To recommend, by non-binding advisory vote, the frequency of future stockholders’ advisory votes on executive compensation. |
PROPOSAL 1 — ELECTION OF DIRECTORS
The results of the vote were as follows:
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Number of Shares |
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Name |
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For |
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Withheld |
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Broker Non-Votes |
Germán Larrea Mota-Velasco |
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690,298,223 |
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29,743,276 |
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28,432,006 |
Oscar González Rocha |
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688,799,851 |
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31,241,648 |
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28,432,006 |
Vicente Ariztegui Andreve |
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717,923,292 |
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2,118,207 |
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28,432,006 |
Enrique Castillo Sánchez Mejorada |
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710,388,110 |
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9,653,389 |
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28,432,006 |
Leonardo Contreras Lerdo de Tejada |
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712,287,711 |
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7,753,788 |
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28,432,006 |
Xavier García de Quevedo Topete |
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681,833,147 |
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38,208,352 |
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28,432,006 |
Luis Miguel Palomino Bonilla |
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683,483,495 |
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36,558,004 |
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28,432,006 |
Gilberto Perezalonso Cifuentes |
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681,898,922 |
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38,142,577 |
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28,432,006 |
Carlos Ruiz Sacristán |
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684,533,813 |
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35,507,686 |
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28,432,006 |
PROPOSAL 2 — APPROVAL OF THE APPOINTMENT OF THE CORPORATION’S INDEPENDENT PUBLIC ACCOUNTANTS
The results of the vote were as follows:
Number of Votes (1 vote per share) | ||||||
In Favor |
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Against |
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Abstain |
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Broker Non-Votes |
747,681,697 |
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603,796 |
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183,768 |
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0 |
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PROPOSAL 3 — APPROVAL, BY NON-BINDING VOTE, OF SCC’s EXECUTIVE COMPENSATION
The results of the vote were as follows:
Number of Votes (1 vote per share) | ||||||
In Favor of |
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Against |
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Abstain |
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Broker Non-Votes |
713,061,517 |
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6,545,711 |
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430,026 |
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28,432,006 |
PROPOSAL 4 — RECOMMENDATION OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
The results of the vote were as follows:
Number of Votes (1 vote per share) | ||||||||
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
718,622,740 |
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544,140 |
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596,238 |
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278,380 |
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28,432,006 |
In accordance with the voting results for Proposal Number 5, the Company determined that the non-binding advisory vote to approve the compensation of the named executive officers of the Company will be conducted every year, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.
ITEM 9.01 Financial Statements and Exhibits
(d)Exhibits:
Exhibits |
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104. |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
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INDEX TO EXHIBITS
Exhibits |
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104.1 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SOUTHERN COPPER CORPORATION |
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By: |
/s/ Andres Carlos Ferrero |
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Name: |
Andres Carlos Ferrero |
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Title: |
General Counsel |
Date: May 30, 2023
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