Not independent
Tenure on this board
26.6 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify the selection of Galaz, Yamazaki, Ruiz Urquiza S.C. (a Deloitte member firm) as independent accountants for 2026; and a non-binding advisory (say-on-pay) vote to approve executive compensation as disclosed in the proxy statement.
Vote to elect eight director nominees (Vicente Ariztegui Andreve; Javier Arrigunaga Gomez del Campo; Enrique Castillo Sánchez Mejorada; Leonardo Contreras Lerdo de Tejada; Germán Larrea Mota-Velasco; Luis Miguel Palomino Bonilla; Carlos Ruiz Sacristán; Jose Pedro Valenzuela Rionda) to serve until the 2027 annual meeting.
Ratification of the Audit Committee’s selection of Galaz, Yamazaki, Ruiz Urquiza S.C. (a member firm of Deloitte Touche Tohmatsu Limited) as the Company's independent accountants for calendar year 2026.
A non-binding, advisory proposal asking stockholders to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and narrative).
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation described in the Compensation Discussion and Analysis and related tables and narrative. Management is seeking shareholder endorsement to affirm its compensation philosophy — which emphasizes compliance with Peruvian and Mexican legal requirements, discretionary cash compensation (including base salaries, discretionary bonuses, and mandated profit-sharing), and retention of key executives — despite the absence of modern equity-based long-term incentive awards (the Stock Incentive Plan expired in 2006 and no options have been granted since 2000). The Board and Compensation Committee present the proposal as a signal of alignment with stockholder interests and intend to consider the advisory vote’s outcome when setting future pay, although the vote is non-binding. The Company notes prior strong shareholder support (99.41% in favor in 2025), which management interprets as validation of its approach; it also emphasizes that brokers are prohibited from voting uninstructed shares on executive compensation matters, meaning retail and institutional beneficial owners must provide voting instructions for their holdings to be counted. The Board’s recommendation to vote FOR is grounded in the view that compensation is calibrated to promote operational goals (production, cost control, safety) and to comply with local labor regimes that shape pay design, while discretionary bonuses allow flexibility tied to company performance and retention. The Compensation Committee, which is not wholly independent due to the company’s controlled-company status, will nevertheless consider the advisory result in future compensation decisions and disclosures. Given the Company’s controlled ownership structure and the legal/market constraints on pay design in its primary jurisdictions, the advisory vote functions as a governance check and a means for shareholders to express approval or concern; management frames a FOR vote as supportive of continuity and the current executive compensation framework. Potential investors evaluating the proposal should weigh the high historical shareholder approval, the controlled-company governance context, the reliance on discretionary cash incentives rather than equity, and regulatory/broker voting mechanics that affect vote outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 1.04% | 8,611,291 | $1.5B |
| 2 | BlackRock, Inc. | 0.43% | 3,577,309 | $616M |
| 3 | STATE STREET CORP | 0.35% | 2,913,623 | $501M |
| 4 | Neuberger Berman Group LLC | 0.32% | 2,608,992 | $449M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.30% | 2,460,278 | $423M |
| 6 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 0.28% | 2,321,371 | $399M |
| 7 | Fisher Asset Management, LLC | 0.28% | 2,308,526 | $397M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 0.22% | 1,851,985 | $319M |
| 9 | BlackRock, Inc. | 0.22% | 1,843,082 | $317M |
| 10 | BlackRock, Inc. | 0.16% | 1,285,187 | $221M |
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