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)

 

Delaware

 

1-14066

 

13-3849074

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

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:

 

 

 

Number of Shares

 

Name

 

For

 

Withheld

 

Broker Non-
Votes

 

Germán Larrea Mota-Velasco

 

715,294,156

 

49,497,005

 

30,613,686

 

Oscar González Rocha

 

707,880,154

 

56,911,007

 

30,613,686

 

Emilio Carrillo Gamboa

 

761,961,630

 

2,829,531

 

30,613,686

 

Alfredo Casar Pérez

 

725,540,220

 

39,250,941

 

30,613,686

 

Luis Castelazo Morales

 

725,305,096

 

39,486,065

 

30,613,686

 

Enrique Castillo Sánchez Mejorada

 

687,656,411

 

77,134,750

 

30,613,686

 

Alberto de la Parra Zavala

 

725,602,249

 

39,188,912

 

30,613,686

 

Xavier García de Quevedo Topete

 

706,416,621

 

58,374,540

 

30,613,686

 

Genaro Larrea Mota-Velasco

 

719,855,304

 

44,935,857

 

30,613,686

 

Daniel Muñiz Quintanilla

 

725,568,421

 

39,222,740

 

30,613,686

 

Luis Miguel Palomino Bonilla

 

761,949,756

 

2,841,405

 

30,613,686

 

Gilberto Perezalonso Cifuentes

 

683,121,059

 

81,670,102

 

30,613,686

 

Juan Rebolledo Gout

 

725,604,266

 

39,186,895

 

30,613,686

 

Carlos Ruiz Sacristán

 

762,702,150

 

2,089,011

 

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)

 

In Favor

 

Against

 

Abstain

 

Broker Non-Votes

 

792,901,828

 

2,192,889

 

310,130

 

N/A

 

 

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)

 

In Favor

 

Against

 

Abstain

 

Broker Non-Votes

 

760,754,812

 

2,100,131

 

1,936,218

 

30,613,686

 

 

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)

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-
Votes

 

738,183,929

 

292,936

 

25,911,663

 

402,633

 

30,613,686

 

 

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.

 

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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.

 

 

SOUTHERN COPPER CORPORATION

 

 

 

Dated: April 28, 2011

By:

/s/ Jose N. Chirinos

 

 

Name:

Jose N. Chirinos

 

 

Title:

Comptroller

 

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