SOUTHERN COPPER CORP/
For the period ended May 23, 2025. Filed Apr 11, 2025.
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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 23, 2025 · Filed Apr 11, 2025
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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 11, 2025
Dear Stockholder:
On behalf of the Board of Directors, it is our pleasure to invite you to attend the 2025 annual meeting of stockholders which will be held on Friday, May 23, 2025, at 9:00 A.M. Mexico City time (the “Annual Meeting”). The meeting will be held entirely online via live webcast at www.virtualshareholdermeeting.com/SCCO2025 (the “Annual Meeting Website”). There will not be any 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.
Pursuant to the Securities and Exchange Commission rules, we are furnishing proxy materials to our Stockholders via the internet. We believe that these rules enable us to deliver essential information to our Stockholders while reducing delivery costs and minimizing the environmental impact of our Annual Meeting. While you will not be able to attend the Annual Meeting in person, we have structured the virtual Annual Meeting to ensure that our Stockholders have the same rights and opportunities to actively participate as they would at a physical Annual Meeting, using online tools to facilitate access and engagement. You will have the ability to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions before and during the event by following the instructions available on the Annual Meeting Website. Attendance at the Annual Meeting will be limited to Stockholders only. You are eligible to participate in the Annual Meeting if you were a Stockholder as of the close of business on March 27, 2025, the record date, or if you hold a legal proxy for the meeting provided by your bank, broker, or nominee. To access 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. We strongly encourage you to vote your shares promptly, regardless of your attendance plans, by either (i) submitting your proxy and voting instructions via the internet or (ii) if you received a paper copy, signing, dating and returning the proxy or voting instruction card by mail in the envelope provided. We appreciate your continued confidence in our Company and look forward to you joining us virtually on May 23, 2025.
Sincerely,
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| Germán Larrea Mota-Velasco | Oscar González Rocha |
| Chairman of the Board of Directors | President and Chief Executive Officer |
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|---|---|---|
| 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 23, 2025
To the Stockholders of Southern Copper Corporation:
The annual meeting of stockholders of Southern Copper Corporation will be held on May 23, 2025, at 9:00 A.M., Mexico City time (the “Annual Meeting”), 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: www.virtualshareholdermeeting.com/SCCO2025. The purpose of the Annual Meeting of stockholders of Southern Copper Corporation are the following:
| (1) | To elect our nine directors, who will serve until the 2026 annual meeting; |
| (2) | To approve amendments to the Company’s Directors’ Stock Award Plan and extend the term of the plan for three years; |
| (3) | 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 2025; |
| (4) | To provide stockholders the opportunity to cast a non-binding advisory vote on our executive compensation; |
| (5) | To transact such other business as may properly come before the meeting. |
Only stockholders of record at the close of business on March 27, 2025, 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: www.virtualshareholdermeeting.com/SCCO2025.
REVIEW THE PROXY STATEMENT AND VOTE ELECTRONICALLY BY VISITING:www.virtualshareholdermeeting.com/SCCO2025. 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 at www.proxyvote.com.If you wish to attend the virtual meeting and vote your shares visitwww.virtualshareholdermeeting.com/SCCO2025.
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| | By order of the Board of Directors, |
| | Jorge Lazalde |
| | Secretary |
Phoenix, Arizona, April 11, 2025
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 |
| INSIDER TRADING POLICY | | 27 |
| HEDGING POLICY | | 27 |
| CLAWBACK POLICY | | 28 |
| PAY RATIO DISCLOSURE | | 28 |
| PAY vs. PERFORMANCE | | 28 |
| COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT | | 30 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | | 30 |
| NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 30 |
| RELATED PARTY TRANSACTIONS | | 31 |
| CONTROLLED COMPANY EXCEPTION TO NYSE RULES | | 34 |
| CORPORATE GOVERNANCE | | 34 |
| 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 NINE DIRECTORS | | 41 |
| PROPOSAL TO AMEND THE DIRECTORS’ STOCK AWARD PLAN | | 41 |
| PROPOSAL TO RATIFY SELECTION OF INDEPENDENT ACCOUNTANTS | | 44 |
| NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 44 |
| PROPOSALS AND NOMINATIONS | | 45 |
| OTHER INFORMATION | | 45 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.