0001001838false00010018382025-05-232025-05-23

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): May 29, 2025 (May 23, 2025)

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)

7310 North 16th St. Suite 135, Phoenix, AZ 85020

(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 5.07 Submission of Matters to a Vote of Security Holders

On May 23, 2025, Southern Copper Corporation, (the “Corporation”) held its 2025 Annual Meeting of Stockholders. The total outstanding voting securities eligible to vote were 796,182,905 shares of Common Stock. 772,735,975 shares, constituting approximately 97.05 % of the total outstanding shares eligible to vote at the meeting, were voted.  The stockholders were asked to take the following actions:

1.To elect our nine directors, who will serve until the 2026 annual meeting.
2.To approve amendments to the Company’s Directors’ Stock Award Plan and to extend the term of the plan for three years.
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 2025.
4.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

738,569,319

21,771,644

12,395,012

Oscar González Rocha

733,421,864

26,919,099

12,395,012

Vicente Ariztegui Andreve

758,266,717

2,074,246

12,395,012

Javier Arrigunaga

745,536,389

14,804,574

12,395,012

Enrique Castillo Sánchez Mejorada

750,871,578

9,469,385

12,395,012

Leonardo Contreras Lerdo de Tejada

732,416,498

27,924,465

12,395,012

Luis Miguel Palomino Bonilla

732,519,522

27,821,441

12,395,012

Carlos Ruiz Sacristán

732,949,581

27,391,382

12,395,012

Jose Pedro Valenzuela Rionda

759,126,592

1,214,371

12,395,012

PROPOSAL 2 — APPROVAL OF THE AMENDMENTS TO THE COMPANY’S DIRECTORS’ STOCK AWARD PLAN AND TO EXTEND THE TERM OF THE PLAN FOR THREE YEARS

The results of the vote were as follows:

Number of Votes (1 vote per share)

In Favor

    

Against

    

Abstain

    

Broker Non-Votes

759,455,993

686,232

198,738

12,395,012

PROPOSAL 3 — 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

771,897,274

714,954

123,747

0

2

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

755,607,019

4,452,948

280,996

12,395,012

ITEM 9.01      Financial Statements and Exhibits

(d)Exhibits:

Exhibits

    

104.

Cover Page Interactive Data File (embedded within the inline XBRL document)

3

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 C. Ferrero

Name:

Andres C. Ferrero

Title:

General Counsel

Date: May 29, 2025

4