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): April 28, 2017 (April 27, 2017)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 



 

ITEM 5.07 Submission of Matters to a Vote of Security Holders

 

On April 27, 2017, the Company, held its 2017 Annual Meeting of Stockholders. The total outstanding voting securities eligible to vote were 773,016,469 shares of Common Stock. 748,089,925 shares, constituting approximately 96.78 % 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 2018 annual meeting.

 

2.               To approve the extension of the Directors’ Stock Award Plan.

 

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 2017.

 

4.     To approve, by non-binding advisory vote, our executive compensation.

 

5.               To recommend, by non-binding advisory vote, the frequency of future stockholders’ advisory votes on executivecompensation.

 

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

 

692,488,734

 

13,060,319

 

42,540,871

Oscar González Rocha

 

689,572,433

 

15,976,620

 

42,540,871

Emilio Carrillo Gamboa

 

686,855,530

 

18,693,523

 

42,540,871

Alfredo Casar Pérez

 

695,788,571

 

9,760,482

 

42,540,871

Enrique Castillo Sánchez Mejorada

 

698,280,720

 

7,268,333

 

42,540,871

Xavier García de Quevedo Topete

 

692,471,114

 

13,077,939

 

42,540,871

Daniel Muñiz Quintanilla

 

697,275,747

 

8,273,306

 

42,540,871

Luis Miguel Palomino Bonilla

 

703,250,769

 

2,298,284

 

42,540,871

Gilberto Perezalonso Cifuentes

 

704,204,339

 

1,344,714

 

42,540,871

Carlos Ruiz Sacristán

 

703,268,278

 

2,280,775

 

42,540,871

 

PROPOSAL 2                APPROVAL OF THE EXTENSION OF THE DIRECTORS’ STOCK AWARD PLAN

 

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

704,265,860

 

939,071

 

344,122

 

42,540,871

 

PROPOSAL 3 — APPROVAL OF THE APPOINTMENT OF SCC’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

747,357,849

 

539,526

 

192,550

 

N/A

 

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PROPOSAL 4 — APPROVAL, BY NON-BINDING VOTE, OF SCC’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

703,730,493

 

1,593,381

 

225,179

 

42,540,871

 

PROPOSAL 5 —RECOMMENDATION OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVECOMPENSATION

 

The results of the vote were as follows:

 

Number of Votes (1 vote per share)

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-
Votes

698,372,913

 

194,226

 

6,790,568

 

191,346

 

42,540,871

 

In accordance with the voting results for Proposal Number 5, the Company determined that the non-binding advisory vote to approve the compensation of the named executive officers of the Company will be conducted every year, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.

 

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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: April 28, 2017

 

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