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): July 28, 2020 (July 23, 2020)
SOUTHERN COPPER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 1-14066 | | 13-3849074 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
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 the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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: | | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 23, 2020, the Board of Directors of Southern Copper Corporation (the “Corporation” or the “Company”) amended the Corporation’s By-Laws to add provisions allowing virtual or remote stockholder meetings or hybrid meetings. In view of the mandatory quarantines worldwide caused by the Covid-19 pandemic, the Board of Directors of the Company deemed it advisable to amend the Company’s By-Laws to allow the Company to hold future annual meetings of stockholders by remote or virtual means or to hold hybrid meetings. The new amendments will enable stockholders to participate either in person or remotely. The Board of directors also amended the Corporation’s By-Laws to add conforming changes for virtual meetings of the Board of Directors or of the Board Committees.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the Company’s By-Laws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On July 24, 2020, Corporation held its 2020 Annual Meeting of Stockholders. The total outstanding voting securities eligible to vote were 773,058,869 shares of Common Stock. 749,255,039 shares, constituting approximately 96.92 % of the total outstanding shares eligible to vote at the meeting, were present in person or by proxy. The stockholders were asked to take the following actions:
1. To elect our ten directors, who will serve until the 2021 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 2020.
3. To approve, by non-binding advisory vote, our executive compensation.
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 | | | 682,610,942 | | | 27,976,203 | | | 38,667,894 | |
| Oscar González Rocha | | | 678,956,971 | | | 31,630,174 | | | 38,667,894 | |
| Vicente Ariztegui Andreve | | | 692,069,761 | | | 18,517,384 | | | 38,667,894 | |
| Alfredo Casar Pérez | | | 688,251,031 | | | 22,336,114 | | | 38,667,894 | |
| Enrique Castillo Sánchez Mejorada | | | 683,431,033 | | | 27,156,112 | | | 38,667,894 | |
| Xavier García de Quevedo Topete | | | 678,306,711 | | | 32,280,434 | | | 38,667,894 | |
| Rafael Mac Gregor Anciola | | | 692,097,438 | | | 18,489,707 | | | 38,667,894 | |
| Luis Miguel Palomino Bonilla | | | 682,196,575 | | | 28,390,570 | | | 38,667,894 | |
| Gilberto Perezalonso Cifuentes | | | 674,365,124 | | | 36,222,021 | | | 38,667,894 | |
| Carlos Ruiz Sacristán | | | 682,173,659 | | | 28,413,486 | | | 38,667,894 | |
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 | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 747,171,977 | | | | 1,917,113 | | | | 165,949 | | | | 0 | |
PROPOSAL 3 — APPROVAL, BY NON-BINDING VOTE, OF THE CORPORATION’S EXECUTIVE COMPENSATION
The results of the vote were as follows:
| Number of Votes (1 vote per share) | |
In Favor of Adoption | | | Against Adoption | | | Abstain | | | Broker Non-Votes | |
| | 705,006,244 | | | | 5,351,435 | | | | 229,466 | | | | 38,667,894 | |
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits:
INDEX TO EXHIBITS
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 Carlos Ferrero |
| | Name: | Andres Carlos Ferrero |
| | Title: | General Counsel |
Date: July 28, 2020
