SOUTHERN COPPER CORP/
For the period ended May 24, 2024. Filed Apr 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 24, 2024 · Filed Apr 12, 2024
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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
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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Southern Copper Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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April 12, 2024
Dear Stockholder:
On behalf of the Board of Directors, it is our pleasure to invite you to attend the 2024 annual meeting of stockholders which will be held on Friday, May 24, 2024, at 9:00 A.M. Mexico City time. The meeting will be held entirely online via live webcast at meetnow.global/MCA7CFR (the “Annual Meeting Website”). There will not be an option to attend the meeting in person. The following pages contain the formal Notice of the Annual Meeting and the Proxy Statement. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as Directors.
We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their Stockholders on the internet. We believe these rules allow us to provide our Stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. While you will not be able to attend the Annual Meeting at a physical location, we have designed the virtual Annual Meeting so that our Stockholders are given the same rights and opportunities to actively participate in the Annual Meeting as they would at an in-person meeting, using online tools to facilitate Stockholders access and participation. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the Annual Meeting by following the instructions available on the Annual Meeting Website. Attendance at the Annual Meeting will be limited to Stockholders only. You are entitled to participate in the Annual Meeting if you were a Stockholder as of the close of business on March 28, 2024, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the Annual Meeting Website, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice.
Please vote your proxy promptly to ensure your shares are properly represented at the meeting. You can vote online or by requesting a printed copy of the proxy materials and using the enclosed proxy card to vote your shares. Please see page 1 for additional information on accessing the virtual meeting and how to vote your shares. You do not need to attend the virtual meeting to vote your shares.
Your vote is important. Whether or not you plan to attend the virtual annual meeting, we urge you to vote your shares as soon as possible by promptly submitting your proxy and voting instructions via the internet. If you received a paper copy of the proxy or voting instruction card by mail, you may sign, date and mail the card in the envelope provided. We appreciate your continued confidence in our Company and look forward to you joining us virtually on May 24, 2024.
Sincerely,
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|---|---|
| Germán Larrea Mota-Velasco | Oscar González Rocha |
| Chairman of the Board of Directors | President and Chief Executive Officer |
| | | |
|---|---|---|
| 7310 North 16th Street | Avenida Caminos del Inca No. 171, | Edificio Parque Reforma, |
| Suite 135, | Chacarilla del Estanque, | Campos Eliseos No. 400, 12th Floor, |
| Phoenix, AZ 85020 | Santiago de Surco, | Col. Lomas de Chapultepec, |
| USA | C.P. 15038, Peru | Delegacion Miguel Hidalgo |
| TEL: +(602) 264-1375 | TEL: +(511) 512-0440, ext. 3442 | Mexico City, C.P. 11000, Mexico |
| | | TEL: +(52-55) 1103-5320 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 24, 2024
To the Stockholders of Southern Copper Corporation:
The annual meeting of stockholders of Southern Copper Corporation will be held on May 24, 2024, at 9:00 A.M., Mexico City time, and on any adjournment thereof. This year’s meeting will be held via a live audio webcast. There is no physical location for the annual meeting. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: meetnow.global/MCA7CFR. The purposes of the annual meeting of stockholders of Southern Copper Corporation are the following:
| (1) | To elect our ten directors, who will serve until the 2025 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 2024; |
| (3) | To provide stockholders the opportunity to cast a non-binding advisory vote on our executive compensation; |
| (4) | To transact such other business as may properly come before the meeting. |
Only stockholders of record at the close of business on March 28, 2024, will be entitled to vote at the annual meeting and at any adjournment or postponement of the meeting. A list of these stockholders will be made available electronically at: meetnow.global/MCA7CFR.
REVIEW THE PROXY STATEMENT AND VOTE ELECTRONICALLY BY VISITING:meetnow.global/MCA7CFR. YOU MAY ALSO VOTE BY MAIL BYsigning, dating, and returning the enclosed proxy card in the envelope provided. You may also vote by attending the annual meeting virtually.
Important Notice Regarding Internet Availability of Proxy Materials and Annual Report. The proxy statement, proxy card and annual report on Form 10-K are available atwww.edocumentview.com/SCCO.If you wish to attend the virtual meeting and vote your shares visit meetnow.global**/MCA7CFR**.
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| | By order of the Board of Directors, |
| | Jorge Lazalde |
| | Secretary |
Phoenix, Arizona, April 12, 2024
Your Vote is Important
Vote Online or
Mark, sign, date, and return your enclosed proxy card
TABLE OF CONTENTS
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| | | Page |
| PROXY STATEMENT | | 1 |
| VOTING SECURITIES | | 2 |
| ELECTION OF DIRECTORS | | 3 |
| NOMINEES FOR ELECTION AS DIRECTORS | | 5 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | | 10 |
| SECURITY OWNERSHIP OF MANAGEMENT | | 10 |
| AUDIT COMMITTEE REPORT | | 11 |
| PRINCIPAL ACCOUNTING FEES AND SERVICES | | 12 |
| COMPENSATION COMMITTEE REPORT | | 13 |
| COMPENSATION DISCUSSION AND ANALYSIS | | 14 |
| EXECUTIVE COMPENSATION | | 24 |
| HEDGING POLICY | | 27 |
| CLAWBACK POLICY | | 27 |
| PAY RATIO DISCLOSURE | | 27 |
| PAY vs. PERFORMANCE | | 28 |
| COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT | | 29 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | | 29 |
| NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 29 |
| NON-BINDING ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION | | 30 |
| RELATED PARTY TRANSACTIONS | | 30 |
| CONTROLLED COMPANY EXCEPTION TO NYSE RULES | | 33 |
| CORPORATE GOVERNANCE | | 33 |
| COMMITTEES OF THE BOARD OF DIRECTORS | | 36 |
| COMPENSATION OF DIRECTORS | | 39 |
| ATTENDANCE OF DIRECTORS | | 40 |
| COMMUNICATION WITH DIRECTORS | | 40 |
| DELINQUENT SECTION 16(A) REPORTS | | 41 |
| APPROVAL OF MANAGEMENT PROPOSALS BY STOCKHOLDERS | | 41 |
| PROPOSAL TO ELECT TEN DIRECTORS | | 41 |
| PROPOSAL TO RATIFY SELECTION OF INDEPENDENT ACCOUNTANTS | | 41 |
| NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 42 |
| PROPOSALS AND NOMINATIONS | | 42 |
| OTHER INFORMATION | | 43 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.