| |||
| |||
| |||
| |||
| |||
| |||
| |||
| |||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
| |||
| |||
| |||
| |||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
UNITED STATES
MarchSECURITIES AND EXCHANGE COMMISSION 21, 2019
Washington, D.C. 20549
conducted virtually via a live audio webcast. There is no physical location for the annual meeting.
compensation and vote on a shareholder proposal, if properly presented at the annual meeting.
| | | | ||
Germán Larrea Mota-Velasco |
| ||||
| | | Oscar González Rocha President and Chief Executive Officer | |
| 1440 E. Missouri Avenue, Suite 160, Phoenix, AZ 85014 U.S.A. TEL: +(602) 264-1375 | | | Avenida Caminos del Inca No. 171, Chacarilla del Estanque, Santiago de Surco, C.P. 15038, Peru TEL: +(511) 512-0440, ext. 3442 | | | Edificio Parque Reforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec, Delegacion Miguel Hidalgo Mexico City, C.P. 11000, Mexico TEL: +(52-55) 1103-5320 | |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April May 28, 202125, 2019
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.meetingcenter.io/208691188. The password for the meeting is SCCO2021. The purposes of the annual meeting of stockholders of Southern Copper Corporation are the following:
2021;
virtually.
| |
| |
|
www. meetingcenter.io/208691188.
April 16, 2021
image of your legal proxy.April 25, 2019,May 28, 2021, and at any adjournment thereof. This proxy statement and the enclosed formThe annual meeting will be a completely virtual meeting of proxy are being mailed and made available electronically commencing onstockholders, which will be conducted exclusively by webcast. No physical meeting will be held. On or about April 1, 2019,16, 2021 we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders of record as of April 9, 2021, and we posted our proxy materials on the website www.edocumentview.com/SCCO.Common Stockholdersstart time leaving ample time to check in. Please follow the registration instructions as outlined below.recordyour proxy power (legal proxy) reflecting your SCC holdings along with your name and email address to your broker or to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received on March 1, 2019. Additional copiesor before May 24, 2021 by 5:00 P.M., Eastern Time. An email confirming your registration will follow. Requests for registration can also be available at our offices inmade by mail and should be directed to: Computershare, Attention: Southern Copper Corporation Legal Proxy; P.O. Box 43001, Providence, RI 02940-3001. Please forward the United States, Limaemail from your broker or attach and at our other offices in Peru and Mexico.givenprovided in such proxy. If we receive a signed proxy with no voting instructions, given, such shares will be voted for the proposal to elect directors, for the proposal 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 (“DTT”), as our independent accountants for the calendar year 2019, and2021, for the approval of our executive compensation as described in this proxy statement.statement and against the shareholder proposal. Any proxy may be revoked at any time prior to the exercise thereof by sending notice from you, received in writing byto our Secretary or Assistant Secretary, or by written
The affirmative vote of a majority of the votes cast in person or by proxy or by any permissible means of remote communication, including electronic transmission or telephonic means, at the meeting by the holders of shares of Common Stock entitled to vote thereon is required for the non-binding advisory vote on executive compensation described in this proxy statement. Abstentions and broker non-votes are counted for quorum purposes. Abstentions are counted as a vote “Against” this proposal. Brokerand broker non-votes are not counted either as votes cast “For” or “Against” this proposal. Pursuant to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), brokers are prohibited from voting uninstructed shares on executive compensation matters, including on the non-binding advisory vote on executive compensation discussed in this proxy statement. If we receive a signed proxy with no voting instructions, such shares will be voted “For”“For” the approval of our executive compensation as described in this proxy statement.
”
“Proposals “Proposals and Nominations of Stockholders” below). The Board of Directors applies selection criteria for Board membership that require that Board members possess, among other personal characteristics, integrity and accountability, high ethical standards, financial literacy for the members serving on the Audit Committee, high performance standards and business competency, informed judgment, mature confidence, an open mind, intelligence and judgment, sufficient time to devote to Company matters, and a history of achievement. Additionally, special independent directors must satisfy the independence requirements of the NYSE Listed Company Manual (or any other exchange or association on which the Common Stock is listed). The Board of Directors applies the same selection criteria for the evaluation of candidates from all sources.
Common Stock Director | |
| Age | | | Position | |
Germán Larrea Mota-Velasco | |
| 67 | | | Chairman of the Board and Director | |
Oscar González Rocha | |
| 83 | | | President, Chief Executive Officer, and Director | |
Vicente Ariztegui Andreve | |
| 67 | | | Director | |
|
|
| |||||
Enrique Castillo Sánchez Mejorada | |
| 64 | | | Director | |
Leonardo Contreras Lerdo de Tejada | | | 35 | | | Director Nominee | |
Xavier García de Quevedo Topete | |
| 74 | | | Director | |
Rafael Mac Gregor Anciola | |
| 60 | | | Director | |
Luis Miguel Palomino Bonilla | |
| 61 | | | Director | |
Gilberto Perezalonso Cifuentes | |
| 78 | | | Director | |
Carlos Ruiz Sacristán | |
| 71 | | | Director | |
Mr. Larrea, presides over every Board meeting and since 1999 has been contributing to the Company his education, his leadership skills, industry knowledge, strategic vision, informed judgment and over 20 years of business experience, especially in the mining sector. As Chairman and Chief Executive Officer of Grupo Mexico, of Grupo Ferroviario Mexicano, S.A. de C.V. and of EIM, a holding company engaged in a variety of business, including mining, construction, railways, real estate, and drilling, he brings to the Company a valuable mix of business experience in different industries.
Alfredo Casar Pérez, Director. Mr. Casar Pérez has been a director of the Company since October 26, 2006. He has been a member of the board of directors of Grupo Mexico since 1997. He is also a member of the board of directors of Ferrocarril Mexicano, S.A. de C.V., an affiliated company of Grupo Mexico, since 1998 and its Chief Executive Officer since 1999. From 1992 to 1999, Mr. Casar Pérez served as General Director and member of the board of directors of Compañía Perforadora México, S.A. de C.V. and México Compañía Constructora, S.A. de C.V., two affiliated companies
of Grupo Mexico. Mr. Casar Pérez served as Project Director of ISEFI, a subsidiary of Banco Internacional, in 1991 and as Executive Vice President of Grupo Costamex in 1985. Mr. Casar Pérez also worked for the Real Estate Firm, Agricultural Ministry, and the College of Mexico. Mr. Casar Pérez holds a degree in Economics from the Autonomous Technological Institute of Mexico, ITAM, and a degree in Industrial Engineering from Anáhuac University of Mexico City, Mexico. He also holds a Master’s degree in Economics from the University of Chicago in Chicago, Illinois.
Mr. Casar Pérez has been associated with Grupo Mexico or its affiliated companies in different executive positions for more than 21 years. He contributes to the Company his background in engineering and economics, his extensive business experience, his high performance standards, leadership and mature confidence. As Chief Executive Officer of Ferrocarril Mexicano, S.A. de C.V., Mr. Casar Pérez contributes to the Company a unique experience and ability to address challenging issues and propose creative solutions.
Enrique Castillo Sánchez Mejorada, Independent Director. Mr. Castillo Sánchez Mejorada has been a director of the Company since July 26, 2010.2010 and is our fifth independent director nominee. From May 2013 to December 2020, Mr. Castillo Sánchez Mejorada has beenwas Senior Partner of Ventura Capital Privado, S.A. de C.V. (Mexican financial company), and, since October 2013, he has been Chairman of the board of directors of Maxcom Telecomunicaciones, S.A.B. de C.V. (Mexican telecommunications company).
also Vice President of Grupo Condumex, S.A. de C.V. (telecommunications, electronicselectronics and automotive parts producer) for eight years. Mr. García de Quevedo was the Chairman of the Mining Chamber of Mexico from November 2006 to August 2009. He is a chemical engineer with a degree from the UNAM in Mexico City, Mexico. He also attended a continuous business administration and finance program at the Technical Institute of Monterrey in Monterrey, Mexico.
Additionally,
September 2003 to June 2007. He was First Vice President and Chief Economist, Latin America, for Merrill Lynch, Pierce, Fenner & Smith, New York (investment banking) from 2000 to 2002. He was Chief Executive Officer, Senior Country and Equity Analyst of Merrill Lynch, Peru (investment banking) from 1995 to 2000. Dr. Palomino has held various positions with banks and financial institutions as an economist, financial advisor and analyst. He has a PhD in finance from the Wharton School of the University of Pennsylvania in Philadelphia, Pennsylvania and graduated from the Economics Program of the University of the Pacific in Lima, Peru.
Mr. Ruiz Sacristán is one of our special independent director nominees. Mr. Ruiz Sacristán contributes to the Company his extensive business studies, including a Master’s Degree in Business Administration from Northwestern University in Chicago, Illinois, his investment banking experience and his broad business experience as a former Chief Executive Officer of PEMEX (Mexican oil company), combined with his distinguished career in the Mexican government as a former Secretary of Communications and Transport of Mexico and as a director of Mexican-owned enterprises and financial institutions. Mr. Ruiz Sacristán also brings to the Board of Directors his informed judgment and his diversified business experience gained from serving on the board of directors and of the audit, and environmental and technology committees of Sempra Energy, a Fortune 500 energy service company, based in San Diego, California, as the former Chairman of Asarco LLC, and as the Chief Executive Officer of IEnova.
|
| Southern Copper Corporation |
| ||
|
| Shares of |
| Percent of |
|
Americas Mining Corporation, 1440 E. Missouri Avenue, Suite 160, Phoenix, AZ 85014(a) |
| 687,275,997 |
| 88.9 | % |
| | | Southern Copper Corporation | | |||||||||
| Shares of Common Stock Beneficially Owned | | | Percent of Outstanding Common Stock | | ||||||||
Americas Mining Corporation, 1440 E. Missouri Avenue, Suite 160, Phoenix, AZ 85014(a) | | | | | 687,275,997 | | | | | | 88.9% | | |
Director/Executive Officer | | | Southern Copper Corporation | | |||||||||
|
| | | Percent of Outstanding Common Stock | | ||||||||
Germán Larrea Mota-Velasco | |
| | |
| | | | | | (b) | | |
Oscar González Rocha | |
| | |
| | | | | | (b) | | |
Vicente Ariztegui Andreve | |
| | |
| | | | | | (b) | | |
Alfredo Casar Pérez | |
| | |
| | | | | | | | |
Enrique Castillo Sánchez Mejorada | |
| | |
| | | | | | (b) | | |
| |
| | | 0 | | | | | | | | |
Edgard Corrales | | | | | 0 | | | | | | | | |
Xavier García de Quevedo Topete | |
| | |
| | | | | | (b) | | |
Raúl Jacob | |
| | | 0 | | | | | | | | |
Jorge Lazalde | |
| | | 0 | | | | | | | | |
Rafael Mac Gregor Anciola(c) | |
| | |
| | | | | | (b) | | |
Luis Miguel Palomino Bonilla | |
| | |
| | | | | | (b) | | |
Gilberto Perezalonso Cifuentes | |
| | |
| | | | | | (b) | | |
Carlos Ruiz Sacristán | |
| | |
| | | | | | (b) | | |
Lina Vingerhoets | |
| | | 0 | | | | | | | | |
All nominees, directors and executive officers as a group | |
| | | 1,811,970 | | | | | | | | |
(a)
|
| Grupo Mexico |
| ||
Director/Executive Officer |
| Shares of |
| Percent of |
|
Germán Larrea Mota-Velasco |
| 1,469,400,000 |
| 18.87 | % |
Oscar González Rocha(b) |
| 3,054,149 |
|
| (a) |
Vicente Ariztegui Andreve |
| 0 |
|
|
|
Alfredo Casar Pérez |
| 3,258,153 |
|
| (a) |
Enrique Castillo Sánchez Mejorada |
| 5,000 |
|
| (a) |
Edgard Corrales |
| 36,000 |
|
| (a) |
Xavier García de Quevedo Topete |
| 1,745,750 |
|
| (a) |
Raúl Jacob |
| 54,201 |
|
| (a) |
Jorge Lazalde (c) |
| 216,671 |
|
| (a) |
Rafael Mac Gregor Anciola |
| 5,810 |
|
| (a) |
Luis Miguel Palomino Bonilla |
| 0 |
|
|
|
Gilberto Perezalonso Cifuentes |
| 0 |
|
|
|
Carlos Ruiz Sacristán |
| 70,262 |
|
| (a) |
Lina Vingerhoets Vilca(d) |
| 0 |
|
|
|
All nominees, directors and executive officers as a group (16 individuals) |
| 1,477,845,996 |
|
|
|
Director/Executive Officer | | | Grupo Mexico | | |||||||||
| Shares of Common Stock Beneficially Owned | | | Percent of Outstanding Common Stock(a) | | ||||||||
Germán Larrea Mota-Velasco | | | | | 1,482,239,429 | | | | | | 19.03% | | |
Oscar González Rocha | | | | | 3,932,096 | | | | | | (a) | | |
Vicente Ariztegui Andreve | | | | | 0 | | | | | | | | |
Alfredo Casar Pérez | | | | | 3,126,271 | | | | | | (a) | | |
Enrique Castillo Sánchez Mejorada | | | | | 0 | | | | | | | | |
Leonardo Contreras Lerdo de Tejada | | | | | 440,000 | | | | | | (a) | | |
Edgard Corrales | | | | | 36,000 | | | | | | (a) | | |
Xavier García de Quevedo Topete | | | | | 2,089,312 | | | | | | (a) | | |
Raúl Jacob | | | | | 146,424 | | | | | | (a) | | |
Jorge Lazalde(b) | | | | | 320,129 | | | | | | (a) | | |
Rafael Mac Gregor Anciola | | | | | 0 | | | | | | | | |
Luis Miguel Palomino Bonilla | | | | | 0 | | | | | | | | |
Gilberto Perezalonso Cifuentes | | | | | 0 | | | | | | | | |
Carlos Ruiz Sacristán | | | | | 70,262 | | | | | | (a) | | |
Lina Vingerhoets(c) | | | | | 5,821 | | | | | | (a) | | |
All nominees, directors and executive officers as a group (17 individuals) | | | | | 1,492,435,875 | | | | | | | | |
(c)
Until April 18, 2013,
Committee.
all the videoconferences of the subcommittee.
| |
| |
| |
|
Fee Category |
| 2018 Fees |
| 2017 Fees |
| ||
Audit Fees |
| $ | 1,670,687 |
| $ | 1, 413,365 |
|
Audit-Related Fees |
| 112,171 |
| 143,925 |
| ||
Tax Fees |
| 99,595 |
| 96,216 |
| ||
All Other Fees |
| 11,500 |
| 0 |
| ||
Total Fees |
| $ | 1,893,953 |
| $ | 1,653,506 |
|
Fee Category | | | 2020 Fees | | | 2019 Fees | | ||||||
Audit Fees | | | | $ | 1,243,699 | | | | | $ | 1,712,445 | | |
Audit-Related Fees | | | | | 393,379 | | | | | | 241,124 | | |
Tax Fees | | | | | 310,312 | | | | | | 69,084 | | |
All Other Fees | | | | | 0 | | | | | | 52,854 | | |
Total Fees | | | | $ | 1,947,390 | | | | | $ | 2,075,507 | | |
incentive analysis.
In the 2019 fiscal year the Company paid $52,854 for All Other Fees.
the Compensation Committee replacing Mr. Gilberto Perezalonso Cifuentes, who will continue as a member of the Board but will not stand for reelection as a member of the Compensation Committee.
| |
| |
| |
| |
|
Vingerhoets, Vilca, has been our Comptroller since April 2016. Previously she was Assistant Comptroller from April 2015 to April 2016. Ms. Vingerhoets has worked for the Company in various accounting, financial accounting planning, finance, internal control and SEC reporting capacities since 1991.
When we increase base salaries for our Named Executive Officers, we use a tabulation, which is revised every year to adjust for inflation in Mexico and Peru. The base salary increases take into account the individual’s position, as well as hishis/her results and job performance in the relevant year. Base salary increases are not granted indiscriminately to employees. Instead, they are granted to reward individuals who facilitate the achievement of the Company’s corporate goals. Our corporate goals include increasing production and lowering costs in a safe environment, maintaining customer satisfaction and market leadership, and enhancing stockholder value.
2017-2020.
2020.
and tailor the amount of the incentive cash payments to balance the amounts of compensation mandated by Peruvian and Mexican law, principally the amounts received as profit participations. In years in which the profit participation is high, the bonus or incentive cash payment will be reduced. In years in which the profit participation is relatively modest, if our financial conditions permit, we tend to increase the amount paid in cash incentives. The payment of bonuses is discretionary and we do not necessarily pay bonuses every year. The payment of bonuses and the amount of any such bonuses depend, among other things, on our financial performance, our intensive capital investment plan, our projected future cash flow generation from operations, and our liquidity in general. We do not provide compensation tied to specific pre-determined individual or Company performance criteria or long-term incentive compensation. The discretionary cash bonus payments granted to our executives and non-executive employees are not based on pre-established performance targets or on targets that have been previously communicated to the executives or the employees. The granting of specific awards and the amount of each award are discretionary and substantially uncertain until we decide to award them. Without limiting this, from time to time, larger discretionary cash bonuses are granted to certain of our Named Executive Officers in recognition of said Named Executive Officers’Officers’ performance during the year and to reward them for their leadership, vision and focus.
All our Peruvian employee compensation is denominated in Peruvian Soles. We convert the Peruvian Soles into U.S. dollars using the average exchange rate for the applicable period.
2020.
Expatriate Employees:
Messrs. González Rocha and Jacob
(b) Peruvian Legal Holiday and Other Bonuses:
(b) Five Percent Benefit or “Quinquenio”:
Membership:
bonus, which are discretionary, and compensation mandated by Mexican law. We also sponsor programs to recruit and retain qualified employees working in Mexico. Additionally, Grupo Mexico offers certain key employees, including our Named Executive Officers, eligibility under stock purchase plans. See the description of these plans under “Stock Purchase Plans of Grupo Mexico” below. Mr. Daniel Muñiz Quintanilla resigned from our Board of Directors and the office of Executive Vice President on July 18, 2018.
2020.
2020.
Employees contribute 3% of their monthly base salary to the plan and the employer matches the employees’ contributions with an additional 3%. The funds are then invested in treasury or in marketable securities. The fiduciary of such investment funds is an institution authorized by the Mexican government. The plan is administered by a technical committee composed of at least three unpaid individuals (who may be employees of the participating companies), which are appointed by the Company. The plan may be amended or terminated at any time at the Company’s discretion, but such amendment or termination must preserve acquired rights of the employees.
Messrs. Muñiz Quintanilla and
2020 due to foreign exchange conversions.
Messrs. Muñiz Quintanilla and
Messrs. Muñiz Quintanilla and Mr. Lazalde receive $15,352 and $15,594, respectivelyreceived $14,933 as a Christmas bonus in 2018. These amounts are2020. This amount is reflected in the Summary Compensation Table under the All Other Compensation column.
Messrs. Muñiz Quintanilla and
EXECUTIVE COMPENSATION
Name and |
| Year |
| Salary |
| Bonus(b) |
| All Other |
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Oscar González Rocha President and CEO |
| 2018 |
| $ | 489,651 |
| $ | 395,676 |
| $ | 619,437 |
| $ | 1,504,764 |
|
| 2017 |
| $ | 487,157 |
| $ | 160,627 |
| $ | 589,718 |
| $ | 1,237,502 |
| |
| 2016 |
| $ | 471,957 |
| $ | 392,910 |
| $ | 599,161 |
| $ | 1,464,028 |
| |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Raúl Jacob Vice President Finance and CFO |
| 2018 |
| $ | 151,163 |
| $ | 23,496 |
| $ | 183,718 |
| $ | 358,377 |
|
| 2017 |
| $ | 146,230 |
| $ | 11,329 |
| $ | 181,818 |
| $ | 339,377 |
| |
| 2016 |
| $ | 138,243 |
| $ | 10,899 |
| $ | 143,870 |
| $ | 293,012 |
| |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Daniel Muñiz Quintanilla Former Executive Vice President |
| 2018 |
| $ | 185,830 |
| $ | — |
| $ | 103,530 |
| $ | 289,360 |
|
| 2017 |
| $ | 322,255 |
| $ | 113,021 |
| $ | 74,687 |
| $ | 509,963 |
| |
| 2016 |
| $ | 289,440 |
| $ | 173,623 |
| $ | 100,029 |
| $ | 563,092 |
| |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Edgard Corrales Vice President, Exploration |
| 2018 |
| $ | 140,123 |
| $ | 16,945 |
| $ | 183,599 |
| $ | 340,667 |
|
| 2017 |
| $ | 138,212 |
| $ | 11,188 |
| $ | 175,075 |
| $ | 324,475 |
| |
| 2016 |
| $ | 131,817 |
| $ | 10,764 |
| $ | 127,428 |
| $ | 270,009 |
| |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Julian Jorge Lazalde Secretary |
| 2018 |
| $ | 182,451 |
| $ | 29,629 |
| $ | 89,094 |
| $ | 301,174 |
|
| 2017 |
| $ | 175,286 |
| $ | 40,103 |
| $ | 79,598 |
| $ | 294,987 |
| |
| 2016 |
| $ | 158,635 |
| $ | 48,930 |
| $ | 39,573 |
| $ | 247,138 |
| |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Lina Vingerhoets Comptroller |
| 2018 |
| $ | 96,983 |
| 7,686 |
| $ | 105,250 |
| $ | 209,919 |
| |
| 2017 |
| $ | 96,038 |
| — |
| $ | 97,026 |
| $ | 193,064 |
| ||
| 2016 |
| $ | 92,361 |
| — |
| $ | 81,387 |
| $ | 173,747 |
|
Name and Principal Position | | | Year | | | Salary | | | Bonus(b) | | | All Other Compensation(c) | | | Total | | | |||||||||||||||||
Oscar González Rocha | | | | | 2020 | | | | | $ | 467,541 | | | | | $ | 264,131 | | | | | $ | 664,319 | | | | | $ | 1,395,991 | | | | ||
President and CEO | | | | | 2019 | | | | | $ | 490,371 | | | | | $ | 416,948 | | | | | $ | 732,551 | | | | | $ | 1,639,870 | | | | ||
| | | | | 2018 | | | | | $ | 489,651 | | | | | $ | 395,676 | | | | | $ | 619,437 | | | | | $ | 1,504,764 | | | | ||
Raúl Jacob | | | | | 2020 | | | | | $ | 139,078 | | | | | | — | | | | | $ | 202,452 | | | | | $ | 341,530 | | | | | |
Vice President Finance and CFO | | | | | 2019 | | | | | $ | 145,869 | | | | | | — | | | | | $ | 197,454 | | | | | $ | 343,323 | | | | | |
| | | | | 2018 | | | | | $ | 151,163 | | | | | $ | 23,496 | | | | | $ | 183,718 | | | | | $ | 358,377 | | | | ||
Edgard Corrales | | | | | 2020 | | | | | $ | 128,586 | | | | | | — | | | | | $ | 203,825 | | | | | $ | 332,411 | | | | | |
Vice President, Exploration | | | | | 2019 | | | | | $ | 134,865 | | | | | | — | | | | | $ | 199,155 | | | | | $ | 334,020 | | | | | |
| | | | | 2018 | | | | | $ | 140,123 | | | | | $ | 16,945 | | | | | $ | 183,599 | | | | | $ | 340,667 | | | | ||
Julian Jorge | | | | | 2020 | | | | | $ | 169,427 | | | | | $ | 17,477 | | | | | $ | 75,899 | | | | | $ | 262,803 | | | | ||
Lazalde, Secretary | | | | | 2019 | | | | | $ | 180,000 | | | | | $ | 22,500 | | | | | $ | 100,699 | | | | | $ | 303,199 | | | | ||
| | | | | 2018 | | | | | $ | 182,451 | | | | | $ | 29,629 | | | | | $ | 89,094 | | | | | $ | 301,174 | | | | ||
Lina Vingerhoets | | | | | 2020 | | | | | $ | 91,859 | | | | | | — | | | | | $ | 120,417 | | | | | $ | 212,276 | | | | | |
Comptroller | | | | | 2019 | | | | | $ | 96,345 | | | | | | — | | | | | $ | 115,756 | | | | | $ | 212,101 | | | | | |
| | | | | 2018 | | | | | $ | 96,983 | | | | | $ | 7,686 | | | | | $ | 105,250 | | | | | $ | 209,919 | | | |
(d)
and
· Miners’ bonus.
assistance
2020;
(iii) Other Benefits:
and
· Miners’ bonus.
assistance
and
·
programs.
All Other Compensation for Mr. Daniel Muñiz Quintanilla consists mainly of:
(i) Cash Compensation Mandated by Mexican Law:
· $21,385 as a Mexican vacation bonus in 2018;
· Mexican Christmas bonus of $15,352 in 2018; and
· $23,324 in 2018 as profit participation.
(ii) Cash Compensation Under Company Sponsored Programs:
· 2018 contributions under our Mexican pension and health plans;
· 2018 contributions under our Mexican savings plan; and
· Compensation under other Company programs, consisting of food vouchers
and
· Miners’ bonus.
(ii) Cash Compensation Under Company Sponsored Programs:
and
·
programs.
2020;
Secretary:
2020.
· Miners’ bonus.
CTS.
2020;
programs.
Option Exercises and Stock Vested at Fiscal Year-End
2020.
39.3.
them.
Peru and Mexico and tailor the amount of the incentive cash payments to balance the amounts of compensation mandated by Peruvian and Mexican law, principally the amounts received by the Named Executive Officers as profit participations. Generally, in years in which the profit participation amounts paid to Named Executive Officers are high, the bonus or incentive cash payments will be lower than in years in which the profit participation amounts are relatively modest. In such years, where the profit participation amounts are modest, if our financial conditions permit, we tend to increase the amount paid in cash incentives. Without limiting this, from
RELATED PARTY TRANSACTIONS
In 2018,2020, our Mexican operations paid $41.7$45.8 million primarily for freight services provided by Ferrocarril Mexicano, S.A. de C.V., $79.8$53.7 million for engineering and construction services provided by Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates, and $200.1$213.3 million for power supplied by Mexico Generadora de Energia S. de R.L. (“MGE”), all subsidiaries of Grupo Mexico. On August 4,In 2020 the Company received from MGE $54.9 million for natural gas and services. In May 2020, MGE signed a promissory note to pay to the Company´s Mexican operations 97.2 million Mexican pesos (approximately $5.1 million) plus interest. The annual interest rate of the note was 8.28% with monthly payments. MGE repaid this note in December 2020.
Additionally in 2018, we received $68.2 million from MGE for natural gas and services.
In 2005, the Company organized MGE, as a subsidiary of Minera Mexico, for the construction of two power plants to supply power to the Company’s Mexican operations. In May 2010, the Company’s Mexican operations granted a $350 million line of credit to MGE for the construction of the power plants. That line of credit was due on December 31, 2012 and carried an interest rate of 4.4%. In the first quarter of 2012, Controladora de Infraestructura Energetica Mexico, S. A. de C. V., an indirect subsidiary of Grupo Mexico, acquired 99.999% of MGE through a capital subscription of 1,928.6 million of Mexican pesos (approximately $150 million), reducing Minera Mexico’s participation to less than 0.001%. As a consequence of this change in control, MGE became an indirect subsidiary of Grupo Mexico. Additionally, at the same time, MGE paid $150 million to the Company’s Mexican operations partially reducing the total debt. The remaining balance was repaid in the third quarter of 2016. Related to this loan, the Company recorded interest income of $4.2 million in 2016.
2020.
$0.5 million. The annual interest rate of the note was Libor plus 200 basis points, which was reviewed annually. In 2018,November 2020, the promissory note was fully paid. Related to this promissory note, the Company recorded interest income of $2.2 million in 2020.
In 2020, the Company’s Mexican operations paid $0.3$0.4 million and $0.2 million to Boutique Bowling de Mexico S.A de C.V. and Operadora de Cinemas S.A. de C.V. for entertainment services, respectively. These companies are controlled by the Larrea family. In addition, in 2020 the Company received $1.2$1.7 million, $0.2$0.1 million and $0.1 million from Mexico Transportes Aereos S.A. de C.V., Boutique Bowling de Mexico S.A. de C.V., and Operadora de Cinemas S.A. de C.V., respectively, for building rental, services and reimbursement of maintenance services provided by our Mexican subsidiary.
On February 28, 2017, AMC and the Company entered into a tax agreement (the “Tax Agreement”), effective as of February 20, 2017, pursuant to which AMC, as the parent of the consolidated group of which the Company is a member and joins in the filing of a U.S. federal income tax return, (a) will be responsible for and discharge, any and all liabilities and payments due to the IRS on account of any incremental tax liabilities of the Company in connection with the potential adjustments being considered by the IRS in connection with the interest of a 2012 Judgment, (b) will not seek reimbursement, contribution or collection of any amounts of money or any other asset in connection therewith from the Company, and (c) will indemnify, defend and hold harmless the Company from any such liability, including the cost of such defense.
The
Our
InDuring 2020, our policy provided that in reviewing a related party transaction our policy requires the Audit Committee had to considersconsider all of the relevant factors surrounding the transaction, including:
financial officer, principal accounting officer, comptroller, director,, and other persons performing similar functions as required by the NYSE rules.
We have a Risk Committee composed
NYSE we do not have a Corporate Governance and Disclosure Committee comprised entirely of independent directors. TheDuring 2020, the Committee iswas composed of Messrs. Germán Larrea-Mota Velasco, Oscar González Rocha, Xavier García de Quevedo Topete, and Alfredo Casar Pérez. The Committee met one timetwo times in 2018.
2020.
The Special Nominating Committee’s Charter sets forth that it shall have the authority to:
Name |
| Fees Earned |
| Stock Awards (a) |
| Total ($) |
| |||
|
|
|
|
|
|
|
| |||
Germán Larrea Mota-Velasco |
| $ | 52,000 |
| $ | 81,312 |
| $ | 133,312 |
|
|
|
|
|
|
|
|
| |||
Oscar González Rocha |
| — |
| — |
| — |
| |||
|
|
|
|
|
|
|
| |||
Vicente Ariztegui Andreve |
| $ | 52,000 |
| $ | 81,312 |
| $ | 133,312 |
|
|
|
|
|
|
|
|
| |||
Emilio Carrillo Gamboa |
| $ | 30,000 |
| — |
| $ | 30,000 |
| |
|
|
|
|
|
|
|
| |||
Alfredo Casar Pérez |
| $ | 52,000 |
| $ | 81,312 |
| $ | 133,312 |
|
|
|
|
|
|
|
|
| |||
Enrique Castillo Sánchez Mejorada |
| $ | 117,000 |
| $ | 81,312 |
| $ | 198,312 |
|
|
|
|
|
|
|
|
| |||
Xavier García de Quevedo Topete |
| $ | 52,000 |
| $ | 81,312 |
| $ | 133,312 |
|
|
|
|
|
|
|
|
| |||
Rafael Mac Gregor Anciola |
| $ | 52,000 |
| $ | 81,312 |
| $ | 133,312 |
|
|
|
|
|
|
|
|
| |||
Daniel Muñiz Quintanilla |
| $ | 26,000 |
| $ | 81,312 |
| $ | 107,312 |
|
|
|
|
|
|
|
|
| |||
Luis Miguel Palomino Bonilla |
| $ | 129,000 |
| $ | 81,312 |
| $ | 210,312 |
|
|
|
|
|
|
|
|
| |||
Gilberto Perezalonso Cifuentes |
| $ | 100,000 |
| $ | 81,312 |
| $ | 181,312 |
|
|
|
|
|
|
|
|
| |||
Carlos Ruiz Sacristán |
| $ | 52,000 |
| $ | 81,312 |
| $ | 133,312 |
|
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(a) ($) | | | Total ($) | | |||||||||
Germán Larrea Mota-Velasco | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Oscar González Rocha | | | | | — | | | | | | — | | | | | | — | | |
Vicente Ariztegui Andreve | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Alfredo Casar Pérez | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Enrique Castillo Sánchez Mejorada | | | | $ | 136,000 | | | | | $ | 71,808 | | | | | $ | 207,808 | | |
Xavier García de Quevedo Topete | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Rafael Mac Gregor Anciola | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Luis Miguel Palomino Bonilla | | | | $ | 136,000 | | | | | $ | 71,808 | | | | | $ | 207,808 | | |
Gilberto Perezalonso Cifuentes | | | | $ | 136,000 | | | | | $ | 71,808 | | | | | $ | 207,808 | | |
Carlos Ruiz Sacristán | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
(a) The dollar value reported is based on the closing stock price of a share of SCC’s common stock on the NYSE on the May 22, 2018July 28, 2020 grant date, which was $50.82.
$44.88.
2020.
| | | Shares of Common Stock Beneficially Owned | | |||
Germán Larrea Mota-Velasco | |
| | | 27,766 | | |
Oscar González Rocha | |
| | | 1,212 | | |
Vicente Ariztegui Andreve | |
| | | 4,800 | | |
Alfredo Casar Pérez | |
| | | 0 | | |
Enrique Castillo Sánchez Mejorada | |
| | | 1,600 | | |
Xavier García de Quevedo Topete | |
| | | 12,038 | | |
Rafael Mac Gregor Anciola | |
| | | 6,000 | | |
Luis Miguel Palomino Bonilla | |
| | | 7,814 | | |
Gilberto Perezalonso Cifuentes | |
| | | 25,341 | | |
Carlos Ruiz Sacristán | |
| | | 19,074 | | |
directors.
.
specific Board member or committee should send instructions asking that the material be forwarded to the director or to the appropriate committee chairman. When reporting a concern, please supply sufficient information so that the matter may be addressed properly. This process will assist the Board of Directors in reviewing and responding to communications in an appropriate manner. The Board of Directors has instructed our Corporate Secretary or Assistant Secretary to review such correspondence and, at his discretion, to not forward items he deems to be commercial or frivolous in nature, or otherwise inappropriate for the Board’s consideration.
December 8, 2020.
2021. Galaz, Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, has advised us that neither the firm nor any of its members have any direct or material indirect financial interest in us or our subsidiaries. A representative of Galaz, Yamazaki, Ruiz Urquiza S.C. will be present at the stockholders’ meeting. The representative will have an opportunity to make a statementstatement and will be available to respond to appropriate questions.
in connection with this proposal. If we receive a signed proxy with no voting instructions, such shares will be voted “For”“For” the proposal to ratify the selection of the independent accountants.
The cost of soliciting proxies in the accompanying form will be borne by us. Computershare has been employed to render some services for a net fee of $1,200, plus reasonable out-of-pocket expenses, to be paid by us. A number of our regular employees, without additional compensation, may solicit proxies personally or by mail or telephone.
| |
| |
| |
|
MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. PLEASE COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. q + 1. Election of Directors: For Withhold For Withhold For Withhold 01 - Germán Larrea Mota-Velasco 02 - Oscar González Rocha 03 - Vicente Ariztegui Andreve 05 - Enrique Castillo Sánchez Mejorada 08 - Luis Miguel Palomino Bonilla 06 - Xavier García de Quevedo Topete 09 - Gilberto Perezalonso Cifuentes 04 - Alfredo Casar Pérez 07 - Rafael Mac Gregor Anciola 10 - Carlos Ruiz Sacristán ForAgainst Abstain 2. Ratify the Audit Committee’s selection of Galaz,Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as our independent accountants for 2019. 4. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting. 3. Approve by, non-binding vote, executive compensation. Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, custodian, guardian or corporate officer, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 0 6 6 6 6 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 4 02ZUAB MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors of Southern Copper Corporation recommends a vote “For” proposals 1, 2 and 3. Annual Meeting Proxy Card
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. PLEASE COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. q + Proxy Solicited by Board of Directors for Annual Meeting of Stockholders to be Held April 25, 2019. The undersigned hereby appoints OSCAR GONZALEZ ROCHA and JORGE LAZALDE, and each of them, with power of substitution, the proxies of the undersigned to vote all the shares the undersigned may be entitled to vote at the annual meeting of stockholders of Southern Copper Corporation, to be held at Edificio Parque Reforma, Campos Eliseos No. 400, 9th Floor, Col. Lomas de Chapultepec, Mexico City, C.P. 11000, Mexico, on April 25, 2019, at 9:00 A.M., Mexico City time, and at any adjournment thereof upon all matters specified in the notice of said meeting as set forth on the reverse hereof, and upon such other business as may lawfully come before the meeting. Holders of Common Stock are entitled to elect ten directors at the meeting. Please refer to the Proxy Statement for details. PLEASE VOTE ON ALL PROPOSALS, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 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.edocumentview.com/SCCO. If you wish to attend the meeting and vote your shares in person visit www.edocumentview.com/SCCO or call: +(52-55) 1103-5320, to obtain information, including directions. The shares represented by this proxy will be voted as directed by the stockholder. If a signed proxy is returned to the Company with no voting instructions given, such shares will be voted FOR all nominees for election as directors and FOR proposals No. 2 and 3. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. (Continued and to be marked, dated and signed, on the other side) Change of Address — Please print new address below. Comments — Please print your comments below. + C Non-Voting Items Proxy — SOUTHERN COPPER CORPORATION42