8-K
SOUTHERN COPPER CORP/ (SCCO)
UNITED STATESSECURITIES 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): June 2, 2021 (May28, 2021)
SOUTHERN COPPER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-14066 | 13-3849074 |
|---|---|---|
| (State or Other Jurisdiction<br> of Incorporation) | (Commission File Number) | (IRS Employer<br> Identification Number) |
1440 E. Missouri Ave., Suite 160, Phoenix, AZ 85014
(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):
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: |
|---|---|---|
| Common stock, par value $0.01 per share | SCCO | New York Stock Exchange |
| Lima 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 28, 2021, Southern Copper Corporation, (the “Corporation”) held its 2021 Annual Meeting of Stockholders. The total outstanding voting securities eligible to vote were 773,073,269 shares of Common Stock. 746,607,337 shares, constituting approximately 96.58 % 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 ten directors, who will serve until the 2022 annual<br>meeting. |
|---|---|
| 2. | To ratify the selection by the Audit Committee of the Board<br>of Directors of Galaz,Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as our independent accountants<br>for calendar year 2021. |
| --- | --- |
| 3. | To approve, by non-binding advisory vote, our executive compensation. |
| --- | --- |
| 4. | To vote on a shareholder proposal as described in the Proxy<br>Statement dated April 16, 2021, if properly presented at the meeting. |
| --- | --- |
PROPOSAL 1 — ELECTION OF DIRECTORS
The results of the vote were as follows:
| Number of Shares | |||
|---|---|---|---|
| Name | For | Withheld | Broker Non-Votes |
| Germán Larrea Mota-Velasco | 698,505,362 | 34,416,867 | 13,685,108 |
| Oscar González Rocha | 694,528,611 | 38,393,618 | 13,685,108 |
| Vicente Ariztegui Andreve | 728,631,115 | 4,291,114 | 13,685,108 |
| Enrique Castillo Sánchez Mejorada | 711,137,609 | 21,784,620 | 13,685,108 |
| Leonardo Contreras Lerdo de Tejada | 726,183,623 | 6,738,606 | 13,685,108 |
| Xavier García de Quevedo Topete | 694,038,586 | 38,883,643 | 13,685,108 |
| Rafael Mac Gregor Anciola | 728,630,245 | 4,291,984 | 13,685,108 |
| Luis Miguel Palomino Bonilla | 698,215,137 | 34,707,092 | 13,685,108 |
| Gilberto Perezalonso Cifuentes | 726,656,909 | 6,265,320 | 13,685,108 |
| Carlos Ruiz Sacristán | 698,648,971 | 34,273,258 | 13,685,108 |
PROPOSAL 2 — APPROVAL OF THE APPOINTMENT OF THE CORPORATION’SINDEPENDENT PUBLIC ACCOUNTANTS
The results of the vote were as follows:
| Number of Votes (1 vote per share) | |||||||
|---|---|---|---|---|---|---|---|
| In Favor | Against | Abstain | Broker Non-Votes | ||||
| 745,634,406 | 833,826 | 139,105 | 0 |
PROPOSAL 3 — APPROVAL, BY NON-BINDING VOTE, OF THE CORPORATION’SEXECUTIVE COMPENSATION
The results of the vote were as follows:
| Number of Votes (1 vote per share) | |||||||
|---|---|---|---|---|---|---|---|
| In Favor | Against | Abstain | Broker Non-Votes | ||||
| 724,901,394 | 7,735,974 | 284,861 | 13,685,108 |
2
PROPOSAL 4 —VOTE ON A SHAREHOLDER PROPOSAL AS DESCRIBED INTHE PROXY STATEMENT DATED APROL 16, 2021 IF PROPERLY PRESENTED AT THE MEETING
| Number of Votes (1 vote per share) | |||||||
|---|---|---|---|---|---|---|---|
| In Favor | Against | Abstain | Broker Non-Votes | ||||
| 40,655,982 | 691,964,407 | 301,839 | 13,685,108 |
ITEM 9.01 Financial Statements andExhibits
| (d) | Exhibits: |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
3
INDEX TO EXHIBITS
| Exhibits | |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
4
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.
| SOUTHERN COPPER CORPORATION | |
|---|---|
| By: | /s/ Andres C. Ferrero |
| Name: | Andres C. Ferrero |
| Title: | General Counsel |
Date: June 2, 2021
5