8-KShareholder MattersCorporate ChangesExhibits & Filings

SOUTHERN COPPER CORP/ 8-K Report, Bylaw Amendment (Jul 28, 2020)

Filed July 28, 2020For Securities:SCCO

Summary

Southern Copper Corporation (SCCO) filed an 8-K on July 28, 2020, detailing key governance and shareholder engagement updates. The company's Board of Directors amended its By-Laws to permit virtual or hybrid stockholder meetings, a significant adaptation in response to the COVID-19 pandemic. This move aims to ensure continued stockholder participation in corporate governance regardless of physical gathering limitations, offering flexibility for both in-person and remote attendance. Furthermore, the 8-K reports the outcomes of SCCO's 2020 Annual Meeting of Stockholders held on July 24, 2020. The meeting saw a high turnout, with over 96.92% of outstanding shares represented. Key resolutions passed with strong support, including the election of all ten directors, the ratification of the independent auditor (Galaz, Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited) for calendar year 2020, and the advisory approval of executive compensation. These outcomes suggest continued confidence from shareholders in the company's leadership and financial oversight.

Key Highlights

  • 1Southern Copper Corp. amended its By-Laws to allow for virtual or hybrid stockholder meetings, enhancing flexibility and participation due to the COVID-19 pandemic.
  • 2The company held its 2020 Annual Meeting of Stockholders on July 24, 2020, with a substantial 96.92% of outstanding shares represented.
  • 3All ten incumbent directors were re-elected to serve until the 2021 annual meeting, indicating shareholder confidence in current leadership.
  • 4Shareholders overwhelmingly ratified the appointment of Galaz, Yamazaki, Ruiz Urquiza S.C. (Deloitte Touche Tohmatsu Limited member firm) as the independent accountants for 2020.
  • 5The executive compensation plan received strong advisory approval from shareholders.
  • 6The amendments to the By-Laws also include conforming changes for virtual Board of Directors and Committee meetings.

Frequently Asked Questions

The primary purpose of the By-Laws amendment is to allow Southern Copper Corporation to hold future stockholder meetings, including annual meetings, either virtually, remotely, or in a hybrid format. This change was made to adapt to the challenges posed by the COVID-19 pandemic and ensure continued stockholder engagement.

The 2020 Annual Meeting of Stockholders saw the re-election of all ten directors, the ratification of the company's independent accountants, and the advisory approval of executive compensation. All proposals presented received substantial shareholder support.

Shareholders approved the company's executive compensation through a non-binding advisory vote. The proposal received a strong affirmative vote, with 705,006,244 shares voting in favor of adoption, compared to 5,351,435 against.

The selection of Galaz, Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as Southern Copper's independent accountants for the calendar year 2020 was ratified by the shareholders.