Southern Copper (SCCO) DEF 14ADefinitive proxy

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Southern Copper Corporation

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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April 12, 2024

Dear Stockholder:

On behalf of the Board of Directors, it is our pleasure to invite you to attend the 2024 annual meeting of stockholders which will be held on Friday, May 24, 2024, at 9:00 A.M. Mexico City time. The meeting will be held entirely online via live webcast at meetnow.global/MCA7CFR (the “Annual Meeting Website”). There will not be an option to attend the meeting in person. The following pages contain the formal Notice of the Annual Meeting and the Proxy Statement. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as Directors.

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We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their Stockholders on the internet. We believe these rules allow us to provide our Stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. While you will not be able to attend the Annual Meeting at a physical location, we have designed the virtual Annual Meeting so that our Stockholders are given the same rights and opportunities to actively participate in the Annual Meeting as they would at an in-person meeting, using online tools to facilitate Stockholders access and participation. 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 Annual Meeting by following the instructions available on the Annual Meeting Website. Attendance at the Annual Meeting will be limited to Stockholders only. You are entitled to participate in the Annual Meeting if you were a Stockholder as of the close of business on March 28, 2024, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the Annual Meeting Website, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice.

Please vote your proxy promptly to ensure your shares are properly represented at the meeting. You can vote online or by requesting a printed copy of the proxy materials and using the enclosed proxy card to vote your shares. Please see page 1 for additional information on accessing the virtual meeting and how to vote your shares. You do not need to attend the virtual meeting to vote your shares.

Your vote is important. Whether or not you plan to attend the virtual annual meeting, we urge you to vote your shares as soon as possible by promptly submitting your proxy and voting instructions via the internet. If you received a paper copy of the proxy or voting instruction card by mail, you may sign, date and mail the card in the envelope provided. We appreciate your continued confidence in our Company and look forward to you joining us virtually on May 24, 2024.

Sincerely,

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 24, 2024

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To the Stockholders of Southern Copper Corporation:

The annual meeting of stockholders of Southern Copper Corporation will be held on May 24, 2024, at 9:00 A.M., Mexico City time, and on any adjournment thereof. This year’s meeting will be held via a live audio webcast. There is no physical location for the 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: meetnow.global/MCA7CFR. The purposes of the annual meeting of stockholders of Southern Copper Corporation are the following:

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Only stockholders of record at the close of business on March 28, 2024, will be entitled to vote at the annual meeting and at any adjournment or postponement of the meeting. A list of these stockholders will be made available electronically at: meetnow.global/MCA7CFR.

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REVIEW THE PROXY STATEMENT AND VOTE ELECTRONICALLY BY VISITING: meetnow.global/MCA7CFR. YOU MAY ALSO VOTE BY MAIL BY signing, dating, and returning the enclosed proxy card in the envelope provided. You may also vote by attending the annual meeting virtually.

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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 virtual meeting and vote your shares visit meetnow.global/MCA7CFR.

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Phoenix, Arizona, April 12, 2024

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Your Vote is Important

Vote Online or

Mark, sign, date, and return your enclosed proxy card

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TABLE OF CONTENTS

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PROXY STATEMENT

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This proxy statement is furnished as part of the solicitation by the Board of Directors (the “Board of Directors” or “Board”) of Southern Copper Corporation (“SCC,” “us,” “our,” or the “Company”), 7310 North 16th Street, Suite 135, Phoenix, AZ 85020, USA; Avenida Caminos del Inca No. 171, Chacarilla del Estanque, Santiago de Surco, C.P. 15038, Peru; and Edificio Parque Reforma, Campos Eliseos No. 400, 12^th Floor, Col. Lomas de Chapultepec, Delegacion Miguel Hidalgo, Mexico City, C.P. 11000 Mexico, of the proxies of all holders of SCC’s common stock (the “Common Stockholders” or “you”) to vote at the annual meeting to be held on May 24, 2024, and at any adjournment thereof. The annual meeting will be conducted exclusively by webcast. No physical meeting will be held. On or about April 12, 2024, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders of record as of March 28, 2024, and we posted our proxy materials on the website www.edocumentview.com/SCCO.

Your vote matters. Regardless of whether you plan to attend the virtual annual meeting, please promptly submit your proxy and voting instructions online or sign, date and return a proxy card. Stockholders are encouraged to vote and submit proxies in advance of the meeting by internet or mail as early as possible to avoid processing delays. Your cooperation is appreciated.

As more fully described in the Notice, shareholders may choose to access our proxy materials at www.edocumentview.com/SCCO or may request a printed set of our proxy materials on or before May 13, 2024. In addition, the Notice and website provide information regarding how you may request to receive proxy materials on an ongoing basis, in print form by mail, or electronically by email. Those who previously requested printed proxy materials or electronic materials on an ongoing basis will receive those materials as requested.

You are entitled to participate in the annual meeting only if you were a stockholder of the Company as of the close of business on March 28, 2024, the record date of the annual meeting, or if you hold a valid proxy for the annual meeting. You will be able to attend the annual meeting by webcast, vote your shares online and submit your questions during the meeting by visiting meetnow.global/MCA7CFR. To participate in the annual meeting, you will need to review the information included on the Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The online meeting will begin promptly at 9:00 A.M. Mexico City time. We encourage you to access the meeting prior to the start time to leave ample time to check in. Please follow the registration instructions as outlined below.

If you are a registered shareholder (i.e. you hold your shares through our transfer agent, Computershare), you do not need to register to attend the virtual annual meeting. Please follow the instructions on the Notice or proxy card that you receive. You must register in advance to attend the virtual annual meeting if you hold your shares through an intermediary, such as a bank or broker. To register electronically, you must submit a request for registration by email labeled “Legal Proxy” and proof of your proxy power (legal proxy) reflecting your SCC holdings along with your name and email address to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received on or before May 20, 2024 by 5:00 P.M., Eastern Time. An email confirming your registration will follow. Requests for registration can also be made by mail and should be directed to our transfer agent at: Computershare, Attention: Southern Copper Corporation Legal Proxy; P.O. Box 43001, Providence, RI 02940-3001. Please forward the email containing your legal proxy from your broker or attach a PDF image of your legal proxy.

Any proxy in the enclosed form given pursuant to this solicitation and received in time for the annual meeting will be voted with respect to all shares represented by it and in accordance with the instructions, if any, provided in such proxy. If we receive a signed proxy with no voting instructions, such shares will be voted for the proposal to elect directors, for the proposal to ratify the selection by the Audit Committee of Galaz, Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited (“DTT”), as our independent accountants for the calendar year 2024, and for the approval of our executive compensation as described in this proxy statement. Any proxy may be revoked at any time prior to the exercise thereof by sending notice in writing to our Secretary or by written ballot voted at the virtual meeting or by delivery of a proxy card dated on a later date. If your shares are held in street name, you must contact your broker to revoke your proxy.

Our outstanding shares consist of common stock, par value $0.01 per share (the “Common Stock”). At the close of business on March 28, 2024, the record date for the annual meeting, we had 773,113,269 shares of Common Stock outstanding and entitled to vote at our annual meeting.

Unless stated otherwise, references herein to “dollars” or “$” are to U.S. dollars; references to “S/” are to Peruvian Soles; and references to “peso”, “pesos”, or “Ps.” are to Mexican pesos.

VOTING SECURITIES

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Our Amended and Restated Certificate of Incorporation (the “Certificate”) provides that the number of directors shall be fixed from time to time by resolution of a majority of the Board of Directors, provided that the number of directors shall not be less than six or more than fifteen. The Board of Directors at its meeting held on April 10, 2024, fixed the number of directors at ten. The directors are elected by the Common Stockholders, with each share of Common Stock outstanding at the March 28, 2024 record date entitled to one vote at the annual meeting.

A plurality of the votes cast by you is required for the election of the ten directors. Abstentions are counted for quorum purposes but are not counted either as votes cast “For” or “Against” or “Withheld” from any nominee. A broker “non-vote” occurs when a broker submits a proxy card with respect to shares of Common Stock held in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a “non-routine” proposal because the broker has not received voting instructions on that matter from the beneficial owner. The rules of the New York Stock Exchange (“NYSE”) determine whether matters presented at the annual meeting are “routine” or “non-routine” in nature. Pursuant to such rules, the election of directors is not considered a “routine” matter. Therefore, beneficial owners that hold their shares in “street name” will have to give voting instructions to their brokers in order for a broker to vote on such proposal. We encourage you to provide voting instructions to your brokers if you hold your shares in street name so that your voice is heard in the election of directors. If we receive a signed proxy with no voting instructions, such shares will be voted “For” the proposal to elect directors.

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 Common Stock entitled to vote thereon is required to ratify the selection of the independent accountants described in this proxy statement. Abstentions are counted for quorum purposes. Abstentions are not counted either as votes cast “For” or “Against” the proposal to ratify the selection of the independent accountants described in this proxy statement. Because the ratification of the appointment of independent accountants is considered a “routine” matter, and brokers have discretionary authority to vote on this matter without any instructions from the beneficial owners, we do not expect any broker non-votes in connection with this proposal. If we receive a signed proxy with no voting instructions, such shares will be voted “For” the proposal to ratify the selection of the independent accountants.

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 advisory vote on executive compensation described in this proxy statement. Such advisory vote on executive compensation is non-binding; however, the Compensation Committee and the Board of Directors intend to consider the outcome of the vote when considering future executive compensation decisions. Abstentions and broker non-votes are counted for quorum purposes. Abstentions and 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”) and the NYSE rules, brokers are prohibited from voting uninstructed shares on executive compensation matters, including on the non-binding advisory vote on executive compensation and the frequency of future advisory votes on executive compensation discussed in this proxy statement. If we receive a signed proxy with no voting instructions, such shares will be voted “For” the approval of our executive compensation as described in this proxy statement.

When a Common Stockholder participates in the Dividend Reinvestment Plan applicable to our Common Stock, the Common Stockholder’s proxy to vote shares of Common Stock will include the number of shares held for him by Computershare, the agent under the plan. If you do not send any proxy, the shares held for your account in the Dividend Reinvestment Plan will not be voted.

The rules of the Securities and Exchange Commission (“SEC”) permit us to deliver a single notice or set of annual meeting materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we will deliver only one notice or set of annual meeting materials to multiple stockholders requesting the printed proxy material and who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or annual meeting materials, as requested, to any stockholders at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the notice or annual meeting materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future notices or annual meeting materials for your household, please contact Broadridge at the above phone number or address.

Quorum

Our by-laws provide that the presence in person or by proxy of the Common Stockholders of record holding a majority of the outstanding shares of Common Stock entitled to vote at the meeting shall constitute a quorum for purposes of electing directors and voting on proposals other than the election of directors.

ELECTION OF DIRECTORS

Ten nominees are proposed for election by you at the annual meeting. The nominees to be voted on by you are Messrs. Vicente Ariztegui Andreve, Javier Arrigunaga, Enrique Castillo Sánchez Mejorada, Leonardo Contreras Lerdo de Tejada, Oscar González Rocha, Germán Larrea Mota-Velasco, Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, Carlos Ruiz Sacristán and Jose Pedro Valenzuela Rionda. All of the nominees, except for Messrs. Arrigunaga and Valenzuela Rionda, are currently serving as directors of the Company.

Our Certificate requires the Board of Directors to include a certain number of special independent directors. A special independent director is a person who (i) satisfies the independence standards of the NYSE (or any other exchange or association on which the Common Stock is listed) and (ii) is nominated by a Special Nominating Committee of the Board of Directors. The Special Nominating Committee, composed of Messrs. Luis Miguel Palomino Bonilla, Carlos Ruiz Sacristán (each a “Special Designee”), and Leonardo Contreras Lerdo de Tejada (the “Board Designee”), has nominated Messrs. Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, and Carlos Ruiz Sacristán as special independent directors. The Board of Directors at its meeting held on January 25, 2024, endorsed the selection of special independent directors made by the Special Nominating Committee, and also selected Messrs. Vicente Ariztegui Andreve and Enrique Castillo Sánchez Mejorada as our fourth and fifth independent directors. At its meetings held on April 1, 2024, and April 10, 2024, the Board of Directors approved the nominations of Messrs. Javier Arrigunaga and Jose Pedro Valenzuela Rionda as our sixth and seventh independent directors. For further information, please see the section on “Special Independent Directors/Special Nominating Committee.”

The Board of Directors considers and recruits candidates from all sources, including nominations recommended by stockholders, to fill the positions on the Board of Directors taking into account the Board of Directors’ current composition and core competencies, and the needs of the Board as a whole. The composition, skills and needs of the Board of Directors change over time and will be considered in establishing the profile of desirable candidates for any specific opening on the Board. Recommendations for director nominees should be sent in writing to our Secretary (see “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.

To adequately fulfill the Board’s complex roles, from overseeing the audit and monitoring managerial performance to responding to rapidly changing market conditions, a host of core competencies need to be represented on the Board.

The Board possesses the required Board core competencies, with each member contributing knowledge, experience and skills in one or more areas, including accounting and finance, management, business judgment, industry knowledge, international markets, leadership, strategy and vision, and crisis response.

The Board of Directors also considers diversity in identifying candidates to fill positions on the Board. We believe that our current Board is diversified as it includes individuals from different professional backgrounds, with different viewpoints, professional experience, education, skills, and other individual qualities and attributes that augment the talents of management to operate the business of the Company and accomplish the primary goal of maximizing stockholder value, while observing ethical standards and adhering to the laws of the jurisdictions wherein it operates.

Our Board of Directors conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. As part of this annual self-evaluation, the Board of Directors evaluates whether the Board’s current policy on diversity continues to be optimal for SCC and its stockholders.

Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies in the enclosed form received by us will be voted by us, unless authority is withheld, for the election of the nominees named below. If any nominee should be unavailable for election, such proxies will be voted by us for another individual chosen by the Board of Directors as a substitute for the unavailable nominee. If, however, any other matter properly comes before the annual meeting, we intend that the accompanying proxy will be voted thereon in accordance with the judgment of the persons voting such proxy.

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NOMINEES FOR ELECTION AS DIRECTORS

The following ten individuals have been nominated for election to the Board of Directors.

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Audit Committee. The last amendment to the Charter of the Audit Committee was approved by the Board of Directors on July 22, 2010.

The functions of the Audit Committee include approving the engagement of independent accountants, reviewing and approving the fees, scope and timing of their other services, and reviewing the audit plan and results of the audit. The Audit Committee also reviews our policies and procedures on internal auditing, accounting and financial controls. The implementation and maintenance of internal controls are understood to be primarily the responsibility of management.

In connection with the Audit Committee’s responsibilities, the Audit Committee has taken the following actions:

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

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The following is a summary of fees we were or will be billed by DTT for professional services rendered for the 2023 and 2022 fiscal years, respectively.

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Audit Fees

Audit Fees consist of fees for professional services rendered by DTT for the audit of our financial statements and those of our subsidiaries in Mexico and Peru, as well as our subsidiary in Argentina, and of our branches in Peru and Chile, which are included in our Annual Report on Form 10-K, fees for the review of the financial statements included in our quarterly reports on Form 10-Q, and fees for services that are customarily rendered in connection with statutory and

regulatory filings, including services in connection with the audit of the effectiveness of our internal control over financial reporting required by the Sarbanes-Oxley Act of 2002. For the fiscal years of 2023 and 2022, the Company paid a total of $1,621,979 and $1,303,992, respectively, in Audit Fees.

Audit-Related Fees

Audit-Related Fees consist of fees for assurance and related services provided by DTT, not described above under “Audit Fees,” in connection with the performance of the review and audit of the quarterly and annual financial statements of the Company, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards, which amounted to $257,357 in the 2023 fiscal year and $341,667 in the 2022 fiscal year.

Tax Fees

Tax Fees for the 2023 fiscal year consisted of $211,824 for services related to the review of the 2022 annual tax returns of sixteen subsidiaries of Minera Mexico S.A. de C.V.; the analysis of the tax treatment of donations made by OMIMSA, OMINAC and METCO, the analysis of the tax treatment of fixed assets retirements that are no longer useful; the review of tax calculations from 2021 to 2023 for the regularization of the following Canadian entities: 4394895 Canada Inc., 4394909 Canada Inc., and 9329374 Canada Inc.; the transfer price study for 13 additional Mexican subsidiaries; the review of fiscal position for 8 Mexican subsidiaries; the A-9 multiple return for 6 Mexican subsidiaries; technical support for the analysis of 2023 ore concentrate exports and the review of the Grupo Mexico Transfer Price Master Report and the related Affidavit. Tax Fees for the 2022 fiscal year consisted of $97,440 for services related to changes to certain adjustments to taxable income for capitalized development costs, leachable inventory and other ancillary computation, the analysis of the tax treatment of financial instruments acquired by MexCobre and the way to transfer the results to its related parties in certain Mexican subsidiaries; the review of the annual tax return of Proyecciones Urbanísticas S. de R.L. de C.V. for fiscal year 2021; attention to the requirements issued by the tax authorities with respect to the tax revisions for Mexicana del Cobre S.A. de C.V. and Operadora de Minas e Instalaciones Mineras S.A. de C.V. for fiscal year 2016; and update of the tax analysis of withholding rate applicable to dividends paid by Minera Mexico.

Audit Committee Pre-Approval Policies and Procedures

Our management defines and communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if it approves the engagement of the independent accountants. On July 19, 2010, the Audit Committee decided that management could engage the services of the independent accountants for special projects in amounts up to $30,000, provided they would be approved at the next scheduled Audit Committee meeting. Management could only engage the services of the independent accountants for up to two special projects each calendar year, not exceeding $60,000. For services between $30,000 and $60,000, the services would have to be approved by the Chairman of the Audit Committee and would have to be reported to the full Audit Committee at the next scheduled Audit Committee meeting. For services in excess of $60,000, the approval of the entire Audit Committee would be required prior to the engagement. In 2023, all services provided by DTT were approved in advance by the Audit Committee.

COMPENSATION COMMITTEE REPORT

Our Company was acquired in late 1999 by Grupo Mexico, our indirect majority stockholder, which owns 88.9% of our Common Stock as of December 31, 2023. Because we are a “controlled company,” as defined by the NYSE we do not have a Compensation Committee comprised entirely by independent directors. Moreover, because we are a controlled company, as defined under Rule 10C-1(c)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are exempt from Rule 10C-1 of such act. During 2023, the Compensation Committee was composed of Messrs. Germán Larrea Mota-Velasco, our Chairman, Oscar González Rocha, our President and Chief Executive Officer, Xavier García de Quevedo Topete, a director, and Enrique Castillo Sánchez Mejorada, an independent director. Mr. Xavier Garcia de Quevedo Topete passed away in October 2023.

The Compensation Committee met one time in 2023. The Compensation Committee shall have the authority to delegate any of its authority to subcommittees designated by the Committee to the extent permitted by law. The Compensation Committee may delegate its administrative duties to the Chief Executive Officer or other members of senior management, as permitted by applicable law and regulations.

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on said review and discussion, the Compensation Committee has recommended to our Board of Directors the inclusion of the Compensation Discussion and Analysis in the 2023 Annual Report on Form 10-K and this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the compensation approach and the elements of compensation provided to our named executive officers for 2023. For 2023, the named executive officers were Messrs. Oscar González Rocha, Raúl Jacob, Edgard Corrales, Jorge Lazalde, and Ms. Lina Vingerhoets (the “Named Executive Officers”).

This Compensation Discussion and Analysis relates to and should be read together with our Summary Compensation Table and other compensation tables, and the information on related party transactions in this proxy statement.

Background and Role of Executive Officers in Determining Compensation:

Our Chairman and certain of our other Named Executive Officers, including Mr. Oscar González Rocha, assist and advise the Compensation Committee with respect to the compensation of our executive officers generally. Messrs. Oscar González Rocha, our President and Chief Executive Officer; Raúl Jacob, our Vice President, Finance, Chief Financial Officer and Treasurer; Edgard Corrales, our Vice President, Exploration; Jorge Lazalde, our Secretary; and Ms. Lina Vingerhoets, our Comptroller, do not participate in any discussion relating to their respective compensation.

We are providing, in satisfaction of applicable rules of the SEC, information regarding compensation paid by us, or by one or more of our subsidiaries or affiliates, to our Named Executive Officers. Mr. Oscar González Rocha joined us in late 1999 after having an outstanding career at Grupo Mexico and has been receiving compensation from us since March 2000. Mr. Raúl Jacob has held various positions with the Company since 1992, primarily focused on financial planning, corporate finance, investor relations and project evaluation, before being appointed as our Comptroller on October 27, 2011, and our Vice President, Finance and Chief Financial Officer on April 18, 2013, after resigning from the Comptroller office. Mr. Corrales has held various positions with the Peruvian Branch of the Company since 1983. Mr. Lazalde, our Secretary since April 2016, has been a Director, Executive Vice President and General Counsel of Asarco LLC since December 2009 and General Counsel of AMC since October 2015, both subsidiaries of Grupo Mexico. Ms. Lina Vingerhoets 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 planning, finance, internal control and SEC reporting capacities since 1991.

Mr. Germán Larrea Mota-Velasco, our Chairman, is an executive officer of Grupo Mexico and is compensated by Grupo Mexico. In 2023, Mr. Larrea has received only fees and stock awards for his services as a member of our Board of Directors.

Compensation Objectives:

Our objectives in compensating our Named Executive Officers are to encourage the achievement of our business objectives and superior corporate performance by our Named Executive Officers. Our business objectives include

increasing production and lowering costs in a safe environment, maintaining customer satisfaction, market leadership, and enhancing stockholder value. The principal objective of our compensation practices is to reward and retain executives with key core competency critical to our long-term management strategy. We reward results rather than on the basis of seniority, tenure or other entitlement. We believe that our executive compensation practices align compensation with our business values and strategy.

What Is Our Compensation Designed to Reward?

Our compensation is designed to reward our Named Executive Officers for their efforts and dedication to us and for their ability to attract, motivate, and energize a high-performance leadership team, encourage innovation in our employees, conceptualize key trends, evaluate strategic decisions, and continuously challenge our employees to sharpen their vision and excel in performing their duties. We also reward our Named Executive Officers for achieving the business plans that the Board of Directors has approved, for unique accomplishments and achievements, and for their leadership in managing our affairs in the locations in which we operate, mainly in Peru and Mexico.

Why Do We Choose to Compensate Our Executives?

We choose to compensate our employees, including our Named Executive Officers, to grant them basic financial security at levels consistent with competitive local practices. We believe that the compensation we provide to our employees, including our Named Executive Officers, permits us to retain our highly skilled and qualified workforce.

We are required to grant our employees certain elements of compensation mandated by Peruvian and Mexican law, as applicable. Peruvian and Mexican law require us to pay salaries to our employees commensurate with each employee’s job requirements, experience and skillset and to share 8% of the annual pre-income tax profits of our Peruvian Branch with our Peruvian employees and 10% of the annual pre-income tax profits of our Mexican operations with our Mexican employees. The salary level of each employee is determined by us. We pay salaries and bonuses to reward and retain our excellent employees, including our Named Executive Officers. We also provide other Company-sponsored benefits to remain competitive in the Peruvian and Mexican labor markets and to reward our employees, including our Named Executive Officers. The Peruvian five percent increase in monthly salary for every five years of service evolved as a benefit bargained by our labor unions and was later extended to all salaried employees. The Peruvian vacation bonus and vacation travel benefits evolved from our practice of compensating expatriate employees who worked in Peru and was later extended to certain key salaried employees, including Named Executive Officers working in Peru.

How Do We Determine Each Element of Compensation?

The Company’s management team and Compensation Committee make the decisions to grant salary increases and bonuses for the Named Executive Officers of the Company after a thorough analysis of numerous factors, including among others, the responsibilities and performance of each Named Executive Officer measured in the areas of production, safety and environmental responsiveness (both individually and as compared to other officers of the Company). In addition, management and the Compensation Committee consider years of service, future challenges and objectives, the potential contributions of each officer to the future success of our Company, total executive compensation, and the Company’s overall financial performance.

When we increase base salaries for our Named Executive Officers, we use a tabulation. The base salary increases take into account the individual’s position, as well as his/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.

We promote our Named Executive Officers from within our organization and we hire new executives through recruiters. We also use Human Resources consultants, such as the Hay Group from time to time, which provide us with comparative salary data for the sought position extracted from their database relating to comparable companies in Mexico and Peru. The information provided from time to time by the Human Resources consultants is not customized

for the Company. Although our Compensation Committee has the authority and necessary funding to engage compensation and other advisers, it has not engaged such advisers in the period 2020-2023.

The salaries provided by the Human Resources consultants from their database are used by us as an indication of the prevailing market salaries in Peru and Mexico. In Peru, such consultants provide us with salaries, which they report were paid or offered to potential candidates by mining companies operating in Peru. The reports of the Human Resources consultants have included the past salary information from Peruvian companies or Peruvian subsidiaries, such as the following: Xstrata Tintaya, S.A., Minera Yanacocha Peru, Hochschild Mining, plc, Compañía Minera Antamina, S.A., Minera Barrick Misquichilca, S.A., Minsur S.A., Gold Fields La Cima, S.A.A., and Sociedad Minera Cerro Verde, S.A.A. In Mexico, the consultants have provided us with salaries, which they reported were paid or offered to potential candidates by mining companies operating in Mexico. The reports of the Human Resources consultants have included the past salary information from Mexican companies or Mexican subsidiaries, such as the following: Newmont Mining Corporation, Pan American Silver Corporation, Industrias Peñoles, S.A.B. de C.V., Grupo Bacis, S.A. de C.V., Mexicoro, S.A. de C.V., Minera BHP Billiton, S.A. de C.V., and Minera Phelps Dodge de Mexico S. de R.L. de C.V. The above listing is for illustration purposes only, as the list of companies used by Human Resources consultants may vary from year to year. Additionally, we have not made an independent verification of the salary information reported by the Human Resources consultants.

We factor this comparative salary information into our decision-making process by targeting our personnel compensation policies, including the compensation of the Named Executive Officers, generally toward the median and third quartile of market compensation.

In 2021 and 2022, the reported median base salaries for S&P 500 chief executives were $1,272,800 and $1,175,000 respectively. Although the 2023 report was not available at the time of print, we believe that the median base salary for 2023 will continue the same trend as last year. Even though we are not one of the constituent companies of the S&P 500 index, we have a market capitalization that would permit us to compare ourselves with the companies that constitute such index. We have compared the 2021 and 2022 salaries of Mr. Oscar González Rocha with the reported median base salaries of S&P 500 chief executives and determined that the salaries paid to him are below the reported median. Similarly, we believe that the salary of Mr. Oscar González Rocha in 2023 will be below the reported median for 2023.

The amount and formula applicable to the other benefits are mandated by Peruvian and Mexican law for all salaried employees. We also sponsor programs to recruit and retain qualified employees working in Peru and Mexico.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), we may not deduct, with certain exceptions, compensation in excess of $1 million to the Principal Executive Officer, the Principal Financial Officer and our three other most highly compensated officers (other than the Principal Executive Officer or the Principal Financial Officer) as required to be reported in our proxy statement. We do not believe that Section 162(m) will have any immediate material impact on us because, among other things, our officers’ salaries do not enter into the calculation of US source taxable income. We will, however, continue to monitor our executive compensation programs to ensure their effectiveness and efficiency in light of our needs, including Section 162(m).

How Does Each Element and Our Decisions Regarding That Element Fit Into Our Overall Compensation Objectives and Affect Decisions Regarding Other Elements?

We take into account each element of compensation to determine the overall compensation of our executives. It is our practice to 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 participation. 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’ performance during the year and to reward them for their leadership, vision and focus.

Disclosure on Result of the Non-Binding Advisory Vote on Executive Compensation (“Say-on-Pay”):

Every year we provide our Common Stockholders with the opportunity to cast an advisory vote on executive compensation. At our annual meeting of stockholders held on May 26, 2023, 99.03% of the votes cast on said proposal were voted in favor of the proposal. Our Compensation Committee and management team believe this affirms our Common Stockholders’ support of our approach to executive compensation, therefore no material changes were made to our approach. We will continue to consider the outcome of future advisory votes on executive compensation when making future compensation decisions for the Named Executive Officers. In addition, a substantial majority of the votes cast on the Say-on-Pay frequency vote proposal in 2023 were in favor of holding a Say-on-Pay vote every year, and as a result, we have continued to hold this vote on an annual basis. In addition, a substantial majority of the votes cast on the Say-on-Pay frequency vote proposal were in favor of holding a Say-on-Pay vote every year, and as a result, we will continue to hold this vote on an annual basis.

Summary:

Our compensation practices are designed to comply with the requirements of Peruvian and Mexican law and with our goals and objectives to retain our key executives and reward them appropriately for their positive results. We continue to monitor our compensation practices to remain competitive in the marketplace and to reward our executives for results that are consistent with the long-term interest of our Company and our stockholders.

Peruvian Compensation Practices:

Our Peruvian compensation practices take into account many factors, including individual performance and responsibilities, years of service, elements of compensation mandated by Peruvian law, future challenges and objectives, contributions to the future success of our Company, the executive’s total compensation, and our financial performance. We may also look at the compensation levels of comparable companies.

Our Named Executive Officers in Peru, Messrs. Oscar González Rocha, Raúl Jacob and Edgard Corrales, and Ms. Lina Vingerhoets received cash-based compensation, which is currently paid. The cash-based compensation has two principal components: base salary and bonus, which are discretionary, and compensation mandated by Peruvian law. We also sponsor programs to recruit and retain qualified employees working in Peru. 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.

The payment of bonuses to our Named Executive Officers is discretionary and we do not necessarily pay bonuses every year. The payment of bonuses and the amount of same depend on numerous factors including, among others, our financial performance, our intensive capital investment plan, our 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 cash incentive payments granted to our Named Executive Officers are not based on pre-established performance targets or on targets that have been previously communicated to the executives. The granting of the award and the amount of each award are discretionary and substantially uncertain until we decide to award them.

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.

Stock Options:

We have not granted stock options or other equity incentive awards to any of our Named Executive Officers in Peru since 2000. The Stock Incentive Plan, under which options and stock awards could have been granted, expired by its terms on January 1, 2006.

Stock Purchase Plans of Grupo Mexico:

Grupo Mexico offers certain eligible key employees, including our Named Executive Officers, a stock purchase plan (the “Employee Stock Purchase Plan”) through a trust that acquires shares of Grupo Mexico for future sales to our employees, and employees of our subsidiaries and certain affiliated companies. Sales are at the approximate fair market value at the date of the grant. Every two years employees are able to acquire title to 50% of the shares paid in the previous two years. The employees will pay for shares purchased through monthly payroll deductions over the eight-year period of the plan. At the end of the eight-year period, Grupo Mexico will grant the participant a bonus of one share for every ten shares purchased by the employee. If Grupo Mexico pays dividends on shares during the eight-year period, the participant will be entitled to receive the dividend in cash for all shares that have been fully purchased and paid as of the date that the dividend is paid. If the participant has only partially paid for shares, the dividends payable with respect to the purchased shares will be used to reduce the remaining liability owed for such shares. No stock bonuses under the Employee Stock Purchase Plan were granted to our Named Executive Officers in 2023.

Grupo Mexico also offers a stock purchase plan for certain members of its executive management and the executive management of its subsidiaries and certain affiliated companies (“Executive Stock Purchase Plan”). Under this plan, participants receive incentive cash bonuses that are used to purchase shares of Grupo Mexico and which are deposited in a trust. Messrs. Oscar González Rocha and Jorge Lazalde received a discretionary cash bonus of $98,874 and $130,079 respectively, in 2023, which was used to purchase shares under this plan. This bonus is reflected in the Summary Compensation Table under the Bonus column.

Pension Plan:

The Company has two non-contributory defined benefit pension plans covering former salaried employees in the United States and certain former employees in Peru. Messrs. González Rocha, Jacob, Corrales and Ms. Vingerhoets are not covered by our non-contributory retirement plans. They are covered by the Peruvian private pension system (“AFP”), a mandatory pension system. As required by Peruvian law, we retain every month a percentage of their salary and deposit the amount into their individual AFP accounts. The percentage of the monthly salary retained and deposited varies each year and has ranged from 8% to 10% over the years. Employees received in 1995 a 13.53% salary increase to compensate them for the new deduction established by Peruvian law to participate in the mandatory pension system. Messrs. Jacob and Corrales and Ms. Vingerhoets received a payment of $5,486, $2,040 and $1,869, respectively, in 2023 pursuant to the requirements of the AFP law. These payments are included in the compensation reported for Messrs. Jacob and Corrales and Ms. Vingerhoets.

Severance Benefits:

We do not have corporate plans providing severance benefits to our Named Executive Officers in Peru. Our Named Executive Officers only receive severance benefits provided by Peruvian law. If the employee is terminated by us and he or she has a fixed-term employment agreement, Peruvian law requires that we pay the employee’s salary for the remaining of the term of his or her employment agreement. Peruvian law also provides that if the employee has been dismissed without cause, he or she is entitled to an amount equal to one and one-half times his or her monthly salary for each year of service up to a maximum of eight years or the equivalent of twelve months of salary. Peruvian law also provides that at the termination of employment an employee will be able to withdraw the full amount of the compensation for the years of service, known as “Compensación por Tiempo de Servicios” (CTS) in Peru and as further described below. Our Named Executive Officers in Peru do not have change of control employment agreements. Our Named Executive Officers in Peru, including Messrs. Jacob and Corrales and Ms. Vingerhoets, do not have employment agreements. However, Mr. Oscar González Rocha, our Chief Executive Officer, who is an expatriate, has an employment agreement described below.

Expatriate Employees:

Pursuant to Peruvian laws concerning expatriate employees, Mr. Oscar González Rocha entered into an employment agreement. The employment agreement is in effect for a term of one year and may be extended for additional periods. In accordance with the terms of the employment agreement, the Company has agreed to provide Mr. Oscar González Rocha (and any other expatriate employees) with benefits as required by Peruvian law. Under the employment agreement, Mr. Oscar González Rocha may resign at any time by providing us with 30 days’ notice. The employment agreement also provides that we may dismiss Mr. Oscar González Rocha for serious offenses as established by Peruvian law. Terminated employees are also entitled to receive severance benefits as required by Peruvian law. Our non-Peruvian contract employees and their dependents receive travel benefits to return to their home country at the end of each year and return to Peru at the commencement of each year of the contract. Additionally, this benefit includes travel to their home country at the termination of the contract.

Discretionary Cash Compensation:

Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets received $436,857, $151,575, $120,147 and $92,697 in 2023 as annual salary, respectively.

None of the Peruvian Named Executive Officers received salary increases in 2023. The differences in the comparison of the 2023 and 2022 salaries for Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets are due to foreign exchange conversion rates. The Company’s functional currency is the U.S. dollar and salaries, as are all significant portions of our Peruvian operating costs, are denominated in Peruvian Soles. Accordingly, when inflation and the Peruvian currency fluctuations occur, reported salaries can be affected. Mr. Oscar González Rocha’s base salary at the commencement of his services with us is reflected in an employment agreement mandated by Peruvian law. In general, the base salaries of our Named Executive Officers in Peru follow the guidelines of salaries of other key employees of the Company.

Mr. Oscar González Rocha received a discretionary cash bonus of $98,874 in 2023 in recognition of his performance and to reward him for his leadership, vision and focus, which is reflected in the Summary Compensation Table under the Bonus column. This discretionary cash bonus is the bonus paid under the Executive Stock Purchase Plan. Messrs. Jacob and Corrales and Ms. Vingerhoets did not receive discretionary cash incentive bonuses in 2023. The amount of the discretionary cash bonus of Mr. González Rocha is reflected in the Summary Compensation Table under the Bonus column.

Peruvian Mandated Cash Compensation:

Peruvian law requires that we, as well as all other mining companies in Peru, share 8% of the annual pre-income tax profits of our Branch with all of our workers (salaried and non-salaried). This benefit is payable in cash to each employee in an amount not to exceed 18 times his or her monthly salary. The excess is paid to a Peruvian pro-employment fund and to the regional governments in Peru where we operate, which include Lima, Arequipa, Moquegua, and Tacna in Peru.

Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets received $248,622, $104,777, $89,515, and $68,716, respectively, in 2023 as participants in the pre-tax earnings of our Peruvian Branch. These amounts are reflected in the Summary Compensation Table under the All Other Compensation column.

Peruvian law also requires payment each year of one month’s salary to each employee as a bonus for Peruvian Independence holidays and Christmas. Peruvian law requires the payment of six days’ salary to every employee,

including Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets, every year in which May 1 falls on a Sunday or five days’ salary if it falls on a weekday (“Labor Day Bonus”). Peruvian law also requires the payment of a bonus to each salaried and non-salaried employee, including Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets for the celebration of Miners’ Day. Said compensation is reflected in the Summary Compensation Table under the All Other Compensation column.

In 2023, Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets received, $93,327, $36,093, $30,348 and $21,773 as Peruvian Independence holidays, Christmas, Labor Day and Miners’ Day bonuses, respectively. These amounts are reflected in the Summary Compensation Table under the All Other Compensation column.

Additionally, as compensation for years of service or CTS, Peruvian law requires a deposit of one twelfth of an employee’s annual salary, vacation, travel, Independence holidays, Christmas, dependents and service award bonus, each year, for each employee (whether Peruvian or expatriate) working in Peru, as applicable. This amount is deposited in a local bank of the employee’s choosing, in an individual account, which accrues interest paid by said bank. For all legal purposes, the chosen bank acts as trustee of the deposited amounts. The CTS funds can only be fully withdrawn when the employee terminates employment. In 2023, the Congress of Peru passed a law that provided an exception to the CTS rules, which allowed employees to withdraw all or part of their CTS funds through December 31, 2023.

In 2023, we deposited for Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets, $54,032, $20,621, $17,415 and $12,539, respectively, as CTS compensation. For further details on the Peruvian mandated severance benefits see above under “Severance Benefits.” These amounts are reflected in the Summary Compensation Table under the All Other Compensation column.

Peruvian mining law requires that we provide residences at our operations in Toquepala, Cuajone, and Ilo for all our salaried and non-salaried employees, including for Mr. González Rocha. No other Peruvian Named Executive Officer enjoys this benefit.

Peruvian law requires that we provide family assistance, which consists of 10% of the legal minimum salary, to all our salaried and non-salaried employees, including Messrs. González Rocha, Jacob and Corrales, who are married or have children under the age of 18. Said compensation is reflected in the Summary Compensation Table under the All Other Compensation column. No other Peruvian Named Executive Officer enjoys this benefit.

Cash Compensation under Company Sponsored Programs:

We provide vacation bonuses for all our salaried employees and payment for vacation travel to all our key salaried employees.

Mr. González Rocha’s vacation bonus and travel in 2023 amounted to $36,405 and is reflected in the Summary Compensation Table under the All Other Compensation column. In 2023, Messrs. Jacob and Corrales and Ms. Vingerhoets received $14,924, $12,018 and $9,104 as vacation bonus and travel, respectively. These amounts are reflected in the Summary Compensation Table under the All Other Compensation column.

We also provide voluntarily to all salaried employees and to non-salaried employees under agreement with our local labor unions, a benefit consisting of five percent of the monthly salary for each period of five years of service. We call this benefit, colloquially in Peru, the “quinquenio.”

In 2023, Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets received $87,371, $45,472, $46,557, and $27,809 as quinquenio, respectively. These amounts are reflected in the Summary Compensation Table under the All Other Compensation column.

We provide a small family assistance subsidy mandated by Peruvian law to expatriate employees and certain executives. In 2023, Messrs. González Rocha, Jacob and Corrales received minor subsidies under this program which are reflected in the All Other Compensation column in the Summary Compensation Table. Additionally, said column reflects modest Christmas gifts given to all salaried and non-salaried employees, including Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets.

Other Benefits:

We provide a corporate residence in Lima, which Mr. Oscar González Rocha uses when he conducts business activities at our Lima headquarters, and we pay for his business club membership in Lima, Peru. We reflect $34,800 in 2023 for the housing benefit and minor subsidies for medical benefits and a club membership in the Summary Compensation Table under the All Other Compensation column.

(b)Company Provided Car and Driver:

Messrs. González Rocha, Jacob, Corrales, and Ms. Vingerhoets and other key salaried employees are provided with a Company car and a driver or a Company car without a driver. We consider that the use of Company cars by Messrs. González Rocha, Jacob, Corrales, and Ms. Vingerhoets and by other key salaried employees is not a personal benefit but is integrally and directly related to the performance of their functions as key executives or salaried employees of one of the largest companies in Peru, is required for security reasons, and is consistent with local practice.

(c)Tax Gross-Up:

We provide certain key employees a cash benefit as reimbursement for the payment of taxes on compensation received under the Stock Purchase Plans of Grupo Mexico. In 2023, Mr. Oscar González Rocha received $42,374 as a tax gross-up payment, which is reflected in the Summary Compensation Table under the All Other Compensation column.

(d)Affiliate Directors’ Fees:

Messrs. González Rocha, Jacob, and Corrales each received $25,200 in 2023 for services as directors of Coimolache S.A. (“Coimolache”), respectively, which is reflected in the Summary Compensation Table under the All Other Compensation column. The Company has a 44.2% participation in Coimolache.

Mexican Compensation Practices:

Our Mexican compensation practices also take into account many factors, including individual performance and responsibilities, years of service, elements of compensation mandated by Mexican law, future challenges and objectives, contributions to the future success of our Company, the executive total compensation, and our financial performance. We may also look at the compensation levels of comparable companies, as described above.

Our Named Executive Officer in Mexico, Mr. Jorge Lazalde receives cash-based compensation, which is currently paid. The cash-based compensation has two principal components: base salary and 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.

The payment of bonuses to our Named Executive Officers is discretionary and we do not necessarily pay bonuses every year. The payment of bonuses and the amount of the same depend on numerous factors, including, among others, our financial performance, our intensive capital investment plan, our 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 cash incentive payments granted to our Named Executive Officers are not based on pre-established performance targets or targets that have been previously communicated to the executives. The granting of the award and the amount of each award are discretionary and substantially uncertain until we decide to award them.

All our Mexican employee compensation is denominated in Mexican Pesos. We convert the Mexican Pesos into U.S. dollars using the average exchange rate for the applicable period.

Stock Options:

We have not granted stock options or other equity incentive awards to any of our Named Executive Officers in Mexico since 2000. The Stock Incentive Plan, under which options and stock awards could have been granted, expired by its terms on January 1, 2006.

Stock Purchase Plans of Grupo Mexico:

Grupo Mexico offers certain eligible key employees, including our Named Executive Officers, the Employee Stock Purchase Plan through a trust that acquires shares of Grupo Mexico for future sales to our employees, and employees of our subsidiaries and certain affiliated companies. Sales are at the approximate fair market value on the date of grant. Every two years employees are able to acquire title to 50% of the shares paid in the previous two years. The employees pay for shares purchased through monthly payroll deductions over the eight-year period of the plan. At the end of the eight-year period, Grupo Mexico will grant the participant a bonus of one share for every ten shares purchased by the employee. If Grupo Mexico pays dividends on shares during the eight-year period, the participant will be entitled to receive the dividend in cash for all shares that have been fully purchased and paid as of the date that the dividend is paid. If the participant has only partially paid for shares, the dividends payable with respect to purchased shares will be used to reduce the remaining liability owed for such shares. No stock bonuses under the Employee Stock Purchase Plan were granted to our Named Executive Officers in 2023.

Grupo Mexico also offers the Executive Stock Purchase Plan for certain members of its, its subsidiaries and certain affiliated companies’ executive management. Under this plan, participants receive incentive cash bonuses which are used to purchase shares of Grupo Mexico and which are deposited in a trust. Mr. Lazalde received a discretionary cash bonus of $130,079 under the Executive Stock Purchase Plan in 2023. This bonus is reflected in the Summary Compensation Table under the Bonus column.

Pension Plan:

Retirement benefits of our employees in Mexico are covered by the Mexican social security system mandated by Mexican law. In addition, certain of our Mexican subsidiaries participate in a defined contribution pension plan, which complements the retirement benefits granted under the Mexican social security system.

Under the Mexican pension plan, non-union employees of Minera México, S.A. de C.V., and participating subsidiaries who have completed ten continuous years of employment with the participating subsidiary, including Mr. Lazalde, earn the right to receive certain benefits upon retirement at the normal retirement age of 70 or upon early retirement on or after age 60. Mr. Lazalde received a contribution under the Mexican pension plan. These amounts are reflected in the Summary Compensation Table under the All Other Compensation column. An employee may choose to retire at age 75 only upon receiving the proper consent of the participating company.

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.

Regardless of the manner in which an employee’s employment is terminated, he/she is entitled to receive his/her employee contributions and any amounts earned during his/her term of employment. Any severance benefits received by the terminated employee will be deducted from any employer contribution to be received under the plan. In the event of the retirement of an employee, he/she is entitled to receive amounts accrued under the plan.

Severance Benefits:

We do not have corporate plans providing severance benefits to our Named Executive Officers in Mexico. Our Named Executive Officers only receive severance benefits provided by Mexican law or negotiated by us when we undertake workforce reductions at our operations. Our Named Executive Officers in Mexico do not have change of control or employment agreements.

Discretionary Cash Compensation:

Mr. Lazalde received $224,458 as base salary in 2023. The base salary of Mr. Lazalde increased 17.27% from 2022 to 2023 due to a 3.5% increase and 11.73% appreciation of the Mexican Peso in the foreign exchange conversion.

Mr. Lazalde received a discretionary cash bonus of $130,079 under the Executive Stock Purchase Plan in 2023. This bonus is reflected in the Summary Compensation Table under the Bonus column.

Mexican Mandated Cash Compensation:

Mexican law requires us, as well as all other mining companies in Mexico, to share 10% of the annual pre-tax profits of our operations with all our workers (salaried and non-salaried). This benefit is payable in cash to each employee. Mr. Lazalde received compensation as participation in the pre-income tax earnings of our Mexican operations. This amount is reflected in the Summary Compensation Table under the All Other Compensation column.

Mexican law also requires payment each year of at least 15 days salary to each employee, with at least one completed year of service, as a bonus for Christmas. We give our employees in Mexico one month’s salary as Christmas bonus. Mr. Lazalde received $19,337 as a Christmas bonus in 2023. This amount is reflected in the Summary Compensation Table under the All Other Compensation column.

We provide vacation bonuses for all our salaried employees with at least one completed year of service, including our Named Executive Officers in Mexico, as required by Mexican law. This vacation bonus consists of at least 25% of the salary earned during the vacation period. Mr. Lazalde received a vacation bonus of $18,072 in 2023. This amount is reflected in the Summary Compensation Table under the All Other Compensation column.

Cash Compensation under Company Sponsored Programs:

We offer our employees of Minera Mexico, S.A. de C.V. and participating subsidiaries the possibility of joining a defined contribution pension plan. Mr. Lazalde received benefits as employer contributions under our Mexican pension

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All Other Compensation for Mr. Raúl Jacob consists mainly of:

All Other Compensation for Mr. Edgard Corrales consists mainly of:

All Other Compensation for Mr. Jorge Lazalde consists mainly of:

All Other Compensation for Ms. Vingerhoets consists mainly of:

Outstanding Equity Awards at Fiscal Year-End

No options to purchase shares in the Company or other equity incentive awards have been granted since 2000. No options, equity awards or equity-based awards were outstanding on December 31, 2023. The Stock Incentive Plan, under which options and stock awards could have been granted, expired by its terms on January 1, 2006.

Option Exercises and Stock Vested at Fiscal Year-End

No options were exercised since 2000. No stock award vested as of December 31, 2023.

Retirement Plans

See descriptions above under “Pension Plans.”

Severance Benefits

As described above in the Compensation Discussion and Analysis, we provide severance benefits as required by Peruvian and Mexican law, as applicable.

HEDGING POLICY

On March 8, 2019, the SEC adopted final rules that require companies to disclose any practices or policies regarding the ability of employees and directors to engage in certain hedging transactions with respect to the Company’s securities. The SEC rules do not require companies to adopt new hedging policies or amend previously approved hedging policies. The Securities Law Compliance Policy of the Company, approved by the Board of Directors on April 23, 2009, provides the following hedging policy:

Hedging

Certain forms of hedging or monetization transactions (such as zero-cost collars) are complex transactions that can present unique insider trading risks. Therefore, the Company strongly discourages board members, officers, employees, and agents covered by this Policy from engaging in such transactions. Any such person wishing to enter into such an arrangement must first pre-clear the proposed transaction with the General Counsel, Secretary or Assistant Secretary of SCC, and it is strongly recommended that such person consult with his or her broker/financial advisor and tax advisor. Any request for pre-clearance of a hedging or similar arrangement must be submitted to the General Counsel, Secretary or Assistant Secretary of SCC at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction.

CLAWBACK POLICY

In accordance with Section 10-D of The New York Stock Exchange Listed Company Manual and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, in 2023 the Board of Directors adopted a policy for the recovery of erroneously awarded incentive-based compensation (i.e., Clawback Policy) to provide for the recovery of erroneously awarded incentive-based compensation paid to Executive Officers in certain circumstances. This policy enables the Company to recoup incentive-based compensation paid to Executive Officers based on erroneously prepared financial statements due to fraud or misconduct, to the extent that such executive’s incentive compensation was based on the misstated financial statements. The Company adopted the Clawback Policy as required by the applicable rules and is providing this information for compliance purposes only. The Company does not utilize financial performance-based measures to compensate its Executive Officers.

PAY RATIO DISCLOSURE

As required by the Dodd-Frank Act, we are required to disclose the ratio of the total annual compensation of our CEO to that of our median employee including (i) the median of the total annual compensation of the employees of Southern Copper Corporation, not including the CEO (“median employee”); (ii) the total annual compensation of the CEO; and (iii) the ratio of the total annual compensation of the CEO to the amount of the median employee’s total annual compensation.

Based on the methodology described below, the total annual compensation of the median employee for 2023 was $52,775 and the total annual compensation of our CEO was $1,171,116. As a result, the calculated ratio of our CEO's total annual compensation to the median employee’s total annual compensation for fiscal year 2023 is 22.19 to 1.

the highest quality workforce. The principal underpinnings of the Company’s compensation system are to comply with the requirements of Peruvian and Mexican laws, to fit with the Company’s goals and objectives and to retain its key executives and reward them appropriately for their positive results. The compensation of the Company’s Named Executive Officers is in line with the compensation of other key employees of the Company. Additionally, the compensation of Mr. Oscar González Rocha, our Chief Executive Officer, is below the reported compensation of other chief executive officers of companies with comparable market capitalization.

The proposal for a non-binding advisory vote on executive compensation provides stockholders with the opportunity to endorse or not endorse the Company’s executive compensation program through the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because this is an advisory vote, it will not be binding upon the Company, its Board of Directors, or its Compensation Committee. However, the Company, its Board of Directors, and its Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements to the extent they can determine the cause or causes of any significant negative voting results. 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 and broker non-votes are not counted either as votes cast “For” or “Against” the proposal. If we receive a signed proxy with no voting instructions, such shares will be voted “For” the approval of our executive compensation as described in this proxy statement.

The Board of Directors recommends that stockholders vote FOR approval of this resolution.

RELATED PARTY TRANSACTIONS

In 2023, we entered into certain transactions in the ordinary course of business with parties that are controlling stockholders or their affiliates. These transactions include the lease of office space, air and railroad transportation, construction services, energy supply, and other products and services related to mining and refining. We lend and borrow funds among affiliates for acquisitions and other corporate purposes. These financial transactions bear interest and are subject to review and approval by senior management, as are all related party transactions.

Grupo Mexico, our ultimate parent and our majority indirect stockholder, and its affiliates, provide various services to us directly or indirectly through subsidiaries. In 2023, these services were primarily related to accounting, legal, tax, financial, treasury, human resources, price risk assessment and hedging, purchasing, procurement and logistics, sales and administrative, and other support services. We paid Grupo Mexico Servicios S.A. de C.V. and AMMINCO Apoyo Administrativo, S.A. de C.V. (“AMMINCO”), both subsidiaries of Grupo Mexico, for these services. The total amount paid by us to AMMINCO and Grupo Mexico Servicios for such services in 2023 was $30.1 million. We expect to continue to pay for these support services in the future.

In 2023, our Mexican operations paid $53.0 million for freight services provided by Ferrocarril Mexicano, S.A. de C.V., and $224.6 million for power supplied by Mexico Generadora de Energia S. de R.L. (“MGE”), which are all subsidiaries of Grupo Mexico. Additionally, our Peruvian and Mexican operations paid $77.8 million for engineering and construction services provided by Grupo Mexico Servicios de Ingenieria S.A. de C.V. and Mexico Compañia Constructora, S.A. de C.V., all subsidiaries of Grupo Mexico. In 2023, the Company received from MGE $66.3 million for natural gas and services.

In 2012, the Company signed a power purchase agreement with MGE, whereby MGE will supply some of the Company’s Mexican operations with power through 2032. MGE has two natural gas-fired combined cycle power generating units, with a net total capacity of 516.2 megawatts, and has been supplying power to us since December 2013. Currently, MGE is supplying 7.6% of its power output to third-party energy users; compared to 1.4% at December 31, 2022.

In 2014, Mexico Generadora de Energía Eolica S. de R.L. de C.V., an indirect subsidiary of Grupo Mexico, located in Oaxaca, Mexico, acquired Eolica el Retiro, a windfarm with 37 wind turbines. This company started operations in January 2014 and began to sell power to Industrial Minera Mexico, S.A. de C.V. and subsidiaries (“IMMSA”) and other subsidiaries of Grupo Mexico in the third quarter of 2014. In 2023, Eolica el Retiro supplied approximately 12% of its power output to IMMSA and Mexcobre, both subsidiaries of the Company. Our Mexican operations purchased power from Eolica for $2.3 million in 2023.

In 2023, the Company’s Mexican operations purchased $30.4 million in copper concentrates, starter sheets, cathodes, bars and a fixed asset and tolling fees from Asarco LLC, a subsidiary of Grupo Mexico. In 2022, the Company sold $39.6 million in sulfuric acid and lime, also received fees for transportation and administrative services that were provided to Asarco LLC.

In 2023, the Company donated $4.3 million to Fundacion Grupo Mexico, A.C., an organization dedicated to promoting the social and economic development of the communities close to the Company’s Mexican operations.

The Larrea family controls a majority of the capital stock of Grupo Mexico, and has extensive interests in other businesses, including transportation, aviation, entertainment and real estate. The Company engages in certain transactions in the ordinary course of business with other entities controlled by the Larrea family relating to the lease of office space, air transportation and entertainment services.

In 2023, we paid to Mexico Transportes Aereos S.A. de C.V. (“Mextransport”) $2.8 million for aviation services provided to our Mexican operations. In 2023, the Company’s Mexican operations paid $0.7 million and $0.4 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 2023 the Company received $0.1 million and $0.1 million from Mexico Transportes Aereos S.A. de C.V., and Operadora de Cinemas S.A. de C.V., respectively, for building rental and maintenance services provided by our Mexican operations. Additionally, in 2023 the Company’s Mexican operations received $2.3 million from Mextransport for reimbursement of maintenance expenses for rental services. In 2023, we received $0.5 million from Empresarios Industriales de Mexico S.A. de C.V. for security services.

In 2023 we did not have purchase or sales activities with companies having relationships with our executive officers.

The Company has a 44.2% participation in Compañia Minera Coimolache S.A. (“Coimolache”), which it accounts for on the equity method. Coimolache owns Tantahuatay, a gold mine located in the northern part of Peru. Messrs. Gonzalez Rocha, Jacob and Corrales are directors of Coimolache. In addition, the Company has a 30.0% participation in Apu Coropuna S.R.L. (“Apu Coropuna”), which accounts for the equity method. Apu Coropuna is a company, which undertakes exploration activities in the Pucay prospect, located in Arequipa, Peru. Mr. Edgard Corrales is a member of the Management Committee of Apu Coropuna.

Asarco LLC, a subsidiary of Grupo Mexico, and AMC, the parent of the Company, employ Oscar González Barron, the son of Oscar González Rocha, our Chief Executive Officer. Mr. González Barron holds the position of Chief Financial Officer at Asarco LLC and received $47,856 as his base salary along with other employment benefits that are standard for employees of Asarco LLC at that management level in 2023. Mr. Oscar González Barron holds the office of Corporate Director of Administration and Internal Control at AMC and received total compensation from AMC of $217,929 in 2023. Mr. Oscar González Rocha was not involved in the recruiting or hiring of Mr. Oscar González Barron by Asarco LLC or AMC, nor in any decision affecting Mr. González Barron’s compensation at Asarco LLC or at AMC. Mr. Oscar González Barron’s compensation was established by Asarco LLC and AMC, respectively, in accordance with their compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions.

It is anticipated that in the future we will enter into similar transactions with such parties.

The Audit Committee reviewed the 2023 related party transactions reported in this proxy statement and did not object to any of them. Our Audit Committee recognizes that related party transactions present a heightened risk of

conflicts of interest and/or improper valuation (or the perception thereof) and adopted a written policy for related party transactions on January 24, 2007, and amended it on February 23, 2007, and on April 24, 2008. During 2023, it was our policy that the Audit Committee shall review all related party transactions. Related parties were those defined as such by the SEC. We are required to report all related party transactions in our filings with the SEC and as required by accounting requirements.

Article Nine of our Certificate specifically states: “The Corporation shall not engage in any Material Affiliate Transaction unless it has been the subject of prior review by a committee of the Board of Directors with at least three members, each of whom is an Independent Director (any such committee, an “Affiliate Transactions Committee”). For purposes of this ARTICLE NINE, a “Material Affiliate Transaction” shall mean any transaction, business dealing or material financial interest in any transaction, or any series of related transactions, between Grupo México or one of its affiliates (other than the Corporation or any of the Corporation’s subsidiaries), on the one hand, and the Corporation or one of the Corporation’s subsidiaries, on the other hand, that involves consideration of more than $10,000,000 in the aggregate.”

During 2023, our policy provided that the Audit Committee may delegate authority to grant such approvals or ratifications to one or more members of the Audit Committee with the requirement that such member or members present any decisions made pursuant to such delegated authority to the full Audit Committee at its next scheduled meeting.

Additionally, during 2023, the policy provided that in transactions where a senior officer is related to any of our goods or services provider, the Chairman of the Audit Committee is delegated the authority to approve the transaction, unless it exceeds an aggregate consideration of more than $500,000. In the latter case, prior approval of the Audit Committee members is required.

During 2023, our policy provided that in reviewing a related party transaction the Audit Committee had to consider all of the relevant factors surrounding the transaction, including:

During 2023, Management reported all related party transactions to the Audit Committee at each meeting, including material transactions. On April 25, 2017, the Audit Committee created a subcommittee of related party transactions, composed of three of its members, with the authority to review related party transactions, including material affiliate related party transactions. Material related party transactions are reported to the full Board of Directors. During 2023, our policy provided a presumption that the Audit Committee has approved or ratified the related party transaction if it has reviewed the transaction and made no observations or objections to the same.

During the second half of 2019, at the direction of the Audit Committee and with the input of the subcommittee of related party transactions, management undertook to revise our internal policies and procedures to establish channels of reporting and review and approval requirements for related party transactions. This revised policy was developed to complement our existing practices covering related party transactions, including the Audit Committee’s policy described above. While the revised policy addressed the subject of related party transactions and the potential conflict of interest they present generally, a particular focus of the revised policy is to assist our employee base to identify potential transactions described by Article Nine of our Certificate as early as possible and establish a chain of internal reporting to help ensure that we do not engage in any Material Affiliate Transaction (as defined in Article Nine of our Certificate) unless that transaction has been the subject of prior review by a committee of three independent members of our board of directors. This revised policy was approved by our Board of Directors at its meeting on February 20, 2020.

As an example of the revised policy’s enhanced control functions, related party transactions with consideration between $8,000,000 and $10,000,000 are to be pre-approved by our General Counsel and Chief Financial Officer. If the General Counsel and Chief Financial Officer have any questions about the consideration amount, they may refer a proposed related party transaction to the committee of three independent directors for consideration.

CONTROLLED COMPANY EXCEPTION TO NYSE RULES

A company of which more than 50% of the voting power for the election of directors is held by a single entity, a “controlled company,” is not required to comply with the requirements of the NYSE corporate governance rules requiring a majority of independent directors and independent compensation and nominating/corporate governance committees.

We are a controlled company as defined by the rules of the NYSE. Grupo Mexico owns indirectly 88.9% of our stock as of December 31, 2023, and controls the voting power for the election of directors. We have relied upon the exemptions to the corporate governance rules of the NYSE, and thus neither our Compensation Committee nor our Corporate Governance and Disclosure Committee are comprised entirely of independent directors. We have three special independent directors nominated by the Special Nominating Committee: Messrs. Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, and Carlos Ruiz Sacristán. Messrs. Vicente Ariztegui Andreve and Enrique Castillo Sánchez Mejorada are our fourth and fifth independent directors. At its meetings on January 25, 2024, April 1, 2024 and April 10, 2024, the Board of Directors determined that Messrs. Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, Carlos Ruiz Sacristán, Vicente Ariztegui Andreve, Enrique Castillo Sánchez Mejorada, Javier Arrigunaga and Jose Pedro Valenzuela Rionda are independent of management in accordance with the requirements of the NYSE as such requirements are interpreted by our Board of Directors in its business judgment.

CORPORATE GOVERNANCE

Corporate Governance Guidelines, Committee Charters, and Code of Ethics

We have adopted Corporate Governance Guidelines for the Board of Directors and charters for the Audit, Special Nominating, Corporate Governance and Disclosure, and Compensation Committees. We also have in place a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, comptroller, all other officers, directors and our employees, including the persons performing accounting or financial functions. The Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Committee charters, may be accessed free of charge by visiting our website at www.southerncoppercorp.com. We intend to report any amendments to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to the principal executive officer, principal financial officer, principal accounting officer, comptroller, director, and other persons performing similar functions as required by the NYSE rules.

Board Leadership Structure

The Board of Directors believes that its current leadership structure, in which the roles of Chairman and Chief Executive Officer are separated, best serve the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s stockholders, including its oversight of management, and the Company’s overall corporate governance. Mr. Germán Larrea Mota-Velasco is the Chairman of our Board of Directors and Mr. Oscar González Rocha, the President

of the Company, is our Chief Executive Officer. This structure is optimal because it provides two leaders for the Company and it allows our CEO to focus on managing the business, while our Chairman drives accountability at the Board level, resulting in a more effective organization.

Risk Oversight Process

Executive management of the Company, with the assistance of internal audit and other management committees and key personnel reviews periodically the Company’s risk management process, including operational, legal, financial, governmental, environmental, corporate governance, credit, cybersecurity, and liquidity risk matters. Additionally, executive management reports to the Audit Committee significant risk findings and the Audit Committee then reports such findings to the entire Board of Directors. The Board of Directors has the ultimate oversight role to monitor how executive management manages the material risks associated with the Company’s operations.

It is the competence of the Audit Committee to review and discuss with executive management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management, including discussion of the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. Additionally, the Board’s Corporate Governance and Disclosure Committee’s duties include overseeing and reviewing periodically with the Chief Executive Officer, the Chief Financial Officer, the proper officers, employees, and committees of the Company, the internal and external auditors, and the Audit Committee the effectiveness of the Company’s disclosure controls and procedures, internal controls, and risk assessments, and the quality and adequacy of the disclosures that the Company makes in the periodic reports it files with the SEC. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board leadership structure supports this approach.

Oversight of Cybersecurity Process

The Board of Directors is responsible for global oversight of our strategic and operational risks. The Audit Committee assists the Board of Directors with this responsibility by overseeing the Company’s risk management strategies with respect to cybersecurity and data security risks and disclosures. Our information security strategy is led by the Technology and Information Security Director (“TISD”) and the Information Security Subdirector (“ISD”), with support from the Chief Information Security Officer (“CISO”) of Grupo Mexico. Our TISD reports periodically to the Audit Committee on risk assessment that highlight cybersecurity risks and cybersecurity risk and anti-fraud mitigation actions, including the status of projects to strengthen our security systems and improve incident readiness, existing and emerging threat landscapes, and results of third-party assessments. The Audit Committee, in turn, reports its findings to the full Board of Directors. The Board receives additional support from our holding company AMC, through the AMC Productivity Committee and AMC Risk Committee, which convene several times a year for information security and cybersecurity matters.

Our Approach to Environmental, Social and Governance

We recognize the importance of effective integration and management of key environmental, social and governance (“ESG”) matters and we are committed to continue to align our sustainability programs with leading practices. We believe that a strong ESG performance is imperative to our long-term success and our ability to deliver shared value to our stakeholders.

Our sustainability strategy seeks to achieve responsible production practices at our operations while maintaining our core values of occupational health and safety, human capital development and transparent disclosures. The 2022 Sustainability Development Annual Report issued by Grupo Mexico in April 2023, includes detailed information about Southern Copper’s efforts on the social, environmental, and corporate governance fronts. To provide more information on our key achievements on sustainable development, we have published a supplement to the 2022 Sustainability Development Report detailing the following highlights:

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Climate Strategy

SCC recognizes the importance and urgency of tackling climate change, and we are committed to preserving and improving the environment by implementing measures to generate a positive impact on biodiversity at our operations. We aim to promote sustainable development that will benefit future generations and we are committed to continue to improve our environmental performance at our operations to enable a smooth transition to a green economy. To this end, we have certified all our operations environmental management systems in ISO 14001. SCC is also committed to support the objectives of the Paris Agreement on climate change, to preserve the environment, minimize our environmental footprint and effectively manage climate-related risks and opportunities. Some of our key initiatives in this area include:

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Health and Safety

The protection of human rights and the health, safety and wellbeing of our employees and contractors are embedded in all of our activities. Highlights of our performance with regards to health and safety are as follows:

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Human Capital and Community Outreach

We strive to support the United Nations’ Sustainable Development Goals by partnering with the communities close to our operations to achieve common objectives for social and economic development. Our Community Development model has three components:

Additionally, we currently operate twenty-nine community centers in Mexico and Peru that provided social services to 286,000 people during 2023. We believe these efforts positively impact the human development and quality of life of the residents in the communities where we operate.

The Copper Mark

The Copper Mark is a comprehensive assurance framework developed specifically for the copper industry. We have made significant progress towards obtaining the Copper Mark certification for responsible copper production. Our Peruvian industrial units in Toquepala, Ilo and Cuajone have signed a letter of commitment and participate in the Copper Mark Assurance Framework and all of our operating units have obtained ISO 45001 for occupational health and safety management as part of our commitment to achieve the Copper Mark certification.

Board Oversight of ESG

The Board of Directors is highly engaged with management on the evolution of SCC’s ESG practices, reporting and oversees the assessment of ESG risks as part of the development of our overall long-term strategy. ESG oversight is allocated to the Board’s Sustainability Committee, which was created to assist the Board in fulfilling its oversight and reporting responsibilities relating to environmental, corporate social responsibility and sustainability matters relevant to the Corporation. The Sustainability Committee oversees our ESG initiatives in support of organizational development and our corporate responsibility strategy and goals and supports the Board in developing and monitoring the Company's compliance with on-going commitments to best practices. The scope of the Sustainability Committee’s activities include all matters related to ESG, including the health and safety of our employees and contractors, environmental issues regarding biodiversity, water and land management, our commitment to community-based development and human rights. The Committee manages our efforts to implement and promote best ESG practices and is responsible for reviewing the sustainable development goals of the Company, evaluating the effectiveness of the strategies and compliance with the Company’s commitments for responsible production to become a leader in sustainable mining.

Executive Session of Non-Management Directors

In accordance with Section 303A.03 of the corporate governance rules of the NYSE, an executive session of non-management directors is scheduled on the occasion of each of our regularly scheduled Board of Directors meetings. Only independent directors attend the executive sessions of non-management directors. For such purpose, our Chairman invites the non-management directors to hold the executive session and all other members are asked to leave the boardroom. The non-management directors decide on each occasion if there are matters that warrant holding the executive session and the directors designate for each session, the director who will preside at each executive session. This policy is disclosed in Section 5.4 of our Corporate Governance Guidelines posted on the Company’s website at www.southerncoppercorp.com.

COMMITTEES OF THE BOARD OF DIRECTORS

Corporate Governance and Disclosure Committee

The primary functions of the Corporate Governance and Disclosure Committee are (a) to consider and make recommendations to the Company’s Board of Directors concerning the appropriate function and needs of the Board, (b) to develop and recommend to the Board of Directors corporate governance principles, (c) to oversee the evaluation of the Board of Directors and management, and (d) to oversee and review compliance with the disclosure and reporting standards of the Company that require full, fair, accurate, timely, and understandable disclosure of material information regarding the Company in reports and documents that it files with the SEC, the NYSE and equivalent authorities in the countries in which the Company operates, as well as in other public communications that it regularly makes. The Chief Executive Officer, the Chief Financial Officer, the Comptroller, the Treasurer, and the persons performing accounting or financial functions are responsible to ensure compliance with these standards. Additionally, the Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting. It is also the purpose of the Corporate Governance and Disclosure Committee to

assist the Audit Committee in the performance of its responsibilities. Because we are a controlled company as defined by the NYSE we do not have a Corporate Governance and Disclosure Committee comprised entirely of independent directors. During 2023, the Committee was composed of Messrs. Germán Larrea-Mota Velasco, Oscar González Rocha, Xavier Garcia de Quevedo Topete and Leonardo Contreras Lerdo de Tejada. Mr. Xavier Garcia de Quevedo Topete passed away in October 2023. The Committee met three times in 2023.

The Corporate Governance and Disclosure Committee has the authority to delegate any of its authority to subcommittees designated by the Corporate Governance and Disclosure Committee, to the extent permitted by law. The Corporate Governance and Disclosure Committee has the authority to delegate its authority to one or more members of the Committee with the requirement that such member or members present any decisions made pursuant to such delegated authority to the full Corporate Governance and Disclosure Committee at its next meeting. The Committee has the sole authority to retain and terminate any counsel or other advisors, including sole authority to approve the fees and other retention terms.

Special Independent Directors/Special Nominating Committee

The Special Nominating Committee functions as a special committee to nominate special independent directors to the Board of Directors. The Company does not have any other nominating committee. Pursuant to our Certificate, a special independent director is any director who (i) satisfies the independence requirements of the NYSE Listed Company Manual (or any other exchange or association on which the Common Stock is listed) and (ii) is nominated by the Special Nominating Committee. The Special Nominating Committee has the right to nominate a number of special independent directors based on the percentage of our Common Stock owned by all holders of our Common Stock, other than Grupo Mexico and its affiliates.

The Special Nominating Committee consists of three directors, two “Special Designees” and one “Board Designee.” The current Special Designees are Luis Miguel Palomino Bonilla and Carlos Ruiz Sacristán (each an “Initial Member”) and the current Board Designee is Leonardo Contreras Lerdo de Tejada, who in January 2024 was selected by the Board of Directors to replace Mr. Xavier Garcia de Quevedo Topete as the Board Designee after he passed away in October 2023. The Board Designee is selected annually by the Board of Directors. The Special Designees are selected annually by the members of the Board of Directors who are special independent directors or Initial Members. Only special independent directors can fill vacancies on the Special Nominating Committee. Any member of the Special Nominating Committee may be removed at any time by the Board of Directors for cause. The unanimous vote of all members of the Special Nominating Committee will be necessary for the adoption of any resolution or the taking of any action.

Our Certificate provides that the minimum number of special independent directors on the Board of Directors at any given time shall be equal to (a) the total number of directors on the Board of Directors multiplied by (b) the percentage of Common Stock owned by all of the stockholders (other than Grupo Mexico and its affiliates), rounded up to the next whole number. Notwithstanding the foregoing, the total number of persons nominated as special independent directors cannot be less than two or greater than six.

The Special Nominating Committee has nominated Messrs. Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, and Carlos Ruiz Sacristán as special independent directors. Messrs. Vicente Ariztegui Andreve and Enrique Castillo Sánchez Mejorada are our fourth and fifth independent directors. At its meeting on January 25, 2024, the Board of Directors approved the nomination of special independent directors made by the Special Nominating Committee and endorsed the determination made by the Special Nominating Committee that Messrs. Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, and Carlos Ruiz Sacristán are independent of management in accordance with the requirements of the NYSE, as such requirements are interpreted by the Special Nominating Committee and our Board of Directors in their respective business judgments. The Board of Directors also determined that Messrs. Vicente Ariztegui Andreve, Javier Arrigunaga, Enrique Castillo Sánchez Mejorada and Jose Pedro Valenzuela Rionda are independent of management in accordance with the requirements of the NYSE as such requirements are interpreted by our Board of Directors in its business judgment. Notwithstanding the foregoing, the power of the Special Nominating Committee to nominate special independent directors is subject to the rights of the stockholders to make nominations in accordance with our by-laws.

The Special Nominating Committee met two times in 2023. The Special Nominating Committee considers and makes recommendations to the Board of Directors with respect to the nominations for special independent directors. The Committee considers recommendations for special independent director nominees to the Board of Directors from all sources. Recommendations for special independent director nominees should be sent in writing to our Secretary (see “Proposals and Nominations of Stockholders” below).

The Special Nominating Committee’s Charter sets forth that it shall have the authority to:

The Committee has the authority to delegate any of its authority to subcommittees designated by the Committee, to the extent permitted by law. However, the Committee has the sole authority to retain and terminate any advisor, including counsel and any search firm used to identify special independent director candidates, and to approve the fees and other retention terms of said advisors.

The Sustainability Committee

The Board of Directors established the Sustainability Committee to assist the Board in fulfilling its oversight and reporting responsibilities relating to environmental and corporate social responsibility and sustainability matters relevant to the Corporation. The primary functions of the Sustainability Committee are to support the Board of Directors in developing and monitoring the Company's compliance with on-going commitments to the environment, health and safety, communities, human rights, sustainability and corporate social responsibility (“Sustainable Development"), as well as monitoring compliance with the Company's commitment to be a leader in sustainable mining. The Sustainability Committee primarily oversees risk management and opportunities related to the following key areas:

or at Southern Copper Corporation, Edificio Parque Reforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec, Delegacion Miguel Hidalgo, Mexico City, C.P. 11000, Mexico.

All communications so received from you or other interested parties will be forwarded to the Board of Directors, or to a specific Board member or committee if so designated by such person. Anyone who wishes to communicate with a 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 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.

DELINQUENT SECTION 16 (a) REPORTS

Based on our records and other information, we believe that all filing requirements of the SEC applicable to our executive officers, directors, and owners of more than ten percent of our Common Stock were complied with in 2023, with the exception of one of our directors. Mr. Vicente Ariztegui Andreve filed one late report covering the sale of 1,500 shares on February 27, 2023.

APPROVAL OF MANAGEMENT PROPOSALS BY STOCKHOLDERS

The Board of Directors recommends that you vote FOR the following proposals:

PROPOSAL TO ELECT TEN DIRECTORS

The Board of Directors has nominated and recommends that you vote in favor of the election of Messrs. Vicente Ariztegui Andreve, Javier Arrigunaga, Enrique Castillo Sánchez Mejorada, Leonardo Contreras Lerdo de Tejada, Oscar González Rocha, Germán Larrea Mota-Velasco, Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, Carlos Ruiz Sacristán and Jose Pedro Valenzuela Rionda as directors of the Company to represent you until their respective successors shall have been duly elected.

A plurality of the votes cast by you is required for the election of the ten directors. Abstentions are counted for quorum purposes but are not counted either as votes cast “For” or “Against” any nominee. Broker non-votes will not be counted in determining the outcome of the election of the ten director nominees at the annual meeting on May 24, 2024. If we receive a signed proxy with no voting instructions, such shares will be voted “For” the proposal to elect directors.

PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS

Galaz, Yamazaki, Ruiz Urquiza S.C. is a member firm of Deloitte Touche Tohmatsu Limited, a private company limited by guarantee incorporated in England and Wales. Deloitte Touche Tohmatsu’s Global Energy and Resources practice provides comprehensive, integrated solutions to the electric power, oil and gas, mining, and water sectors through its member firms around the world. These solutions address the range of challenges energy and resources companies face as they adapt to a changing regulatory environment, to political, economic and market pressure and to technological development. Deloitte and Touche LLP, a subsidiary of Deloitte LLP, and a member of Deloitte Touche Tohmatsu Limited, were our independent accountants for the year ended December 31, 2023. Galaz, Yamazaki, Ruiz Urquiza S.C. have been our independent accountants since 2009.

The Board of Directors recommends that you ratify the selection by the Audit Committee of Galaz, Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as our independent accountants for the calendar year 2024. To the Audit Committee’s knowledge, neither Galaz, Yamazaki, Ruiz Urquiza S.C. nor any of its members have any direct or material indirect financial interest in us or our subsidiaries other than for services rendered to the Company as described in this proxy statement. A representative of Galaz, Yamazaki, Ruiz Urquiza S.C. will have an opportunity to make a statement and will be available to respond to appropriate questions.

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 to ratify the selection of the independent accountants described in this proxy statement. Abstentions and broker non-votes are counted for quorum purposes. Abstentions are not counted either as votes cast “For” or “Against” the proposal to ratify the selection of the independent accountants described in this proxy statement. Because brokers have discretionary authority to vote on the ratification of the appointment of independent accountants we do not expect any broker non-votes in connection with this proposal. If we receive a signed proxy with no voting instructions, such shares will be voted “For” the proposal to ratify the selection of the independent accountants.

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Company’s objectives in compensating its Named Executive Officers are to encourage the achievement of its business objectives and superior corporate performance by its Named Executive Officers. The principal objective of the Company’s compensation practices is to reward and retain executives with key core competency critical to its long-term management strategy. The Company believes that its executive compensation practices align compensation with its business values and strategy. The Board of Directors recommends that you vote in favor of the resolution to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as disclosed in this proxy statement pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote is not intended to cover any specific item of compensation, but rather the overall compensation of our Named Executive Officers. As an advisory vote, this proposal is not binding. However, the Compensation Committee and the Board intend to consider the outcome of the vote when making future compensation decisions for named executive officers.

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 and broker non-votes are not counted either as votes cast “For” or “Against” the proposal. If we receive a signed proxy with no voting Instructions, such shares will be voted “For” the approval of our executive compensation as described in this proxy statement.

PROPOSALS AND NOMINATIONS OF STOCKHOLDERS

Under SEC rules, proposals of stockholders intended to be presented at our 2024 annual meeting of stockholders must be received by us at our principal executive office in the United States (7310 North 16^th Street, Suite135, Phoenix, AZ 85020, USA) by December 16, 2023, to be considered for inclusion in our proxy statement and form of proxy.

In addition, Section 2.03 of our by-laws, which deals with Notice of Stockholder Business and Nominations, provides that Common Stockholders seeking to nominate a director or propose business to be considered at an annual meeting of stockholders must give written notice to our Secretary or Assistant Secretary regarding the proposed nominee and/or proposed business to be considered no less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, your nominations or proposals intended to be presented at our 2024 annual meeting of stockholders must be received by us by February 26, 2024, but not before January 27, 2024 (unless the date of the 2024 annual meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the 2023 meeting).

OTHER INFORMATION

We are not aware of any other matters to be presented for consideration or action by the stockholders at the meeting. If, however, any other matters properly come before the meeting, the persons named in the enclosed form of proxy are ratified to and will vote said proxy in accordance with their judgment on such matters. 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.

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Phoenix, Arizona, April 12, 2024

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