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, 2011 (April 28, 2011)
SOUTHERN COPPER CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-14066 |
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13-3849074 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
11811 North Tatum Blvd., Suite 2500, Phoenix, AZ 85028
(Address of principal executive offices, including zip code)
(602) 494-5328
(Registrant’s telephone number, including area code)
NONE
(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))
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On April 28, 2011, Southern Copper Corporation (“SCC” or the “Company”), held its 2011 Annual Meeting of Stockholders. The total outstanding voting securities eligible to vote were 850,000,000 shares of Common Stock. 795,404,847 shares, constituting approximately 93.58% 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 fourteen directors, who will serve until the 2012 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 2011.
3. To approve, by non-binding advisory vote, our executive compensation.
4. To recommend, by non-binding advisory vote, the frequency of future stockholders’ advisory votes on executive compensation.
PROPOSAL 1 — ELECTION OF DIRECTORS
The results of the vote were as follows:
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Number of Shares |
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Name |
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For |
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Withheld |
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Broker Non- |
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Germán Larrea Mota-Velasco |
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715,294,156 |
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49,497,005 |
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30,613,686 |
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Oscar González Rocha |
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707,880,154 |
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56,911,007 |
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30,613,686 |
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Emilio Carrillo Gamboa |
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761,961,630 |
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2,829,531 |
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30,613,686 |
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Alfredo Casar Pérez |
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725,540,220 |
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39,250,941 |
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30,613,686 |
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Luis Castelazo Morales |
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725,305,096 |
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39,486,065 |
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30,613,686 |
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Enrique Castillo Sánchez Mejorada |
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687,656,411 |
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77,134,750 |
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30,613,686 |
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Alberto de la Parra Zavala |
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725,602,249 |
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39,188,912 |
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30,613,686 |
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Xavier García de Quevedo Topete |
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706,416,621 |
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58,374,540 |
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30,613,686 |
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Genaro Larrea Mota-Velasco |
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719,855,304 |
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44,935,857 |
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30,613,686 |
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Daniel Muñiz Quintanilla |
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725,568,421 |
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39,222,740 |
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30,613,686 |
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Luis Miguel Palomino Bonilla |
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761,949,756 |
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2,841,405 |
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30,613,686 |
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Gilberto Perezalonso Cifuentes |
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683,121,059 |
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81,670,102 |
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30,613,686 |
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Juan Rebolledo Gout |
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725,604,266 |
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39,186,895 |
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30,613,686 |
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Carlos Ruiz Sacristán |
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762,702,150 |
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2,089,011 |
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30,613,686 |
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PROPOSAL 2 — 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)
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In Favor |
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Against |
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Abstain |
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Broker Non-Votes |
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792,901,828 |
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2,192,889 |
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310,130 |
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N/A |
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PROPOSAL 3 — 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)
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In Favor |
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Against |
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Abstain |
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Broker Non-Votes |
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760,754,812 |
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2,100,131 |
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1,936,218 |
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30,613,686 |
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PROPOSAL 4 — RECOMMENDATION OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
The results of the vote were as follows:
Number of Votes (1 vote per share)
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non- |
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738,183,929 |
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292,936 |
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25,911,663 |
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402,633 |
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30,613,686 |
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In accordance with the voting results for Proposal Number 4, 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SOUTHERN COPPER CORPORATION | ||
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Dated: April 28, 2011 |
By: |
/s/ Jose N. Chirinos | |
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Name: |
Jose N. Chirinos |
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Title: |
Comptroller |