SSR Mining Inc. (SSRM) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. My name is Mike Anglin, Chairman of the Board of Directors of SSR Mining. I would like to welcome you to the company's 2020 Annual and Special Meeting. The Board of Directors of the company has delegated to me the authority to lead the meeting of shareholders today. As the company's meeting is being held virtually for the first time, I would like to set out a few rules for the orderly conduct of the meeting. Questions can be submitted today by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi virtual interface. Any questions regarding procedural matters or directly relates to the motions before the meeting will be addressed after the presentation of all business items and before the polls are open for electronic voting. All other questions will be addressed during the question-and-answer period at the conclusion of the formal part of the meeting. When asking a question, please indicate your name and which entity you represent, if any. The purpose of the meeting, voting on all matters will be conducted by electronic ballot. Only registered shareholders and duly appointed proxy holders who have not, I reiterate, not voted in advance of the meeting, will be asked to vote after the presentation of all business items, and the polls are open for electronic voting. When you are asked to vote, you will receive a message on the Lumi virtual interface requesting you to register your vote. You will only have a certain amount of time to do so when the polls are open. Importantly, if you are a registered shareholder or a duly appointed proxy holder, and have already voted by submitting your proxy form or voting instructions form in advance of the meeting, it is not necessary for you to vote again today. With those guidelines in mind, we will now proceed with the formal portion of today's meeting. I now ask that the company's 2020 annual and special meeting come to order. To service this meeting, I appoint Adrian Dirassar, Vice President, General Counsel and Corporate Secretary of the company to act as Secretary. The company's registrant and transfer agent is Computershare Investor Services Inc. For the purpose of this meeting, I appoint Computershare, through its representatives, to act as scrutineer of the meeting to compute the votes of the polls taken at this meeting and to report to the Chairman. The purpose of today's meeting are set out in the company's management information circular dated March 18, 2020. Unless there are any objections, I will dispense with the reading of the notice of the meeting. The Scrutineer has provided confirmation that the meeting materials were mailed to shareholders on or about April 3, 2020. The proper notice of the meeting has been given. Please note that copies of the meeting materials, including the management information circular are available on the company's website and under the company's profile on the SEDAR website. I have before me a preliminary scrutineer's report indicating that there are 205 shareholders holding 88,568,030 common shares, representing 71.87% of the issued and outstanding common shares of the company. I hereby declare that a quorum of shareholders, as required under the company's articles, is present. The meeting is regularly called and properly constituted for the transaction of business. I will now deal with the business of the meeting. The company's articles provide, but as Chairman, I may propose a motion and that no motions need to be seconded. In the interest of expediting the business of this meeting, I will move all motions to be proposed. As the first item of business on the agenda for today's meeting, I now present the company's audited financial statements for the financial year ended December 31, 2019, together with the auditor's report to the shareholders. Copies of these documents have been mailed to shareholders who requested them, and it is not proposed that they be read at the meeting. Any questions relating to or discussion of the company's audit financial statements and auditor's report, will be deferred until the question-and-answer period at the conclusion of the formal part of today's meeting. The next order of business is to set the number of directors. As set forth in the company's management information circular, Mr. Richard Paterson, a Director of the company since August 2008, is not standing for reelection to the Board at this meeting. I would like to take this opportunity to thank Dick for his tireless efforts and leadership during his time with the company and his contribution to the shareholders via service on the Board. We wish him well. It is therefore proposed to set the number of directors at 8. I move that the number of directors be set at 8. The next item of business is the election of directors. The 8 directors to be elected by the shareholders of the company will hold office until the close of business of the first annual meeting of shareholders of the company following the election or until their successors are elected or appointed. The following individuals have been nominated as directors for the ensuring year or until their successors are elected or appointed, are prepared to stand for election as directors as set out in the company's management information circular: myself, Michael Anglin,; Paul Benson; Brian Booth; Simon Fish; Gustavo Herrero; Beverlee Park; Steve Reid; and Elizabeth Wademan. As the number of nominees is equal to the number of directors set to the company, I've moved to elect all of the nominees as directors of the company. Next item of business is the appointment of the company's auditors for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditor. The company's auditor is PricewaterhouseCoopers LLP, chartered professional accountants. Management proposes the reappointment of PwC as the auditor of the company, and to authorize the directors to fix the remuneration payable to the auditor. I move that PwC be reappointed as auditors of the company until the next annual meeting and to authorize the directors to fix the remuneration payable to the auditor. The company endorses a pay-for-performance approach to executive compensation in order to reinforce linkages between compensation and the company's strategic objectives and risk management processes. A detailed discussion of the company's executive compensation program is provided in the company's management information circular. The company has conducted the say-on-pay advisory votes in 2016. The purpose of the say-on-pay advisory vote is to give shareholders a formal opportunity to provide views on the disclosed objectives of the executive compensation plans and on the plans themselves. As this is an advisory vote, results will not be binding upon the Board. However, Board will take the results of the vote into account as appropriate when considering future compensation policies, procedures and decisions, and determining whether there is a need to significantly increase its engagement with shareholders on compensation related matters. As in past years, the company will disclose the results of the shareholder advisory vote as part of its report on voting results for this meeting. I move the vote on a nonbinding advisory basis, approve the resolution accepting the company's approach to executive compensation, as set out in the company's management information circular. The Board is recommending that shareholders approve a resolution to replace the company's current 2017 share compensation plan with the 2020 share compensation plan, the award of options, RSUs and PSUs on eligible persons. The description of the 2020 share compensation plan, along with the blackline copy of the plan to show the proposed amendments is set forth in the company's management information circular. The 2020 share compensation plan has been conditionally approved by the Board and the TSX and is subject to shareholder approval at this meeting. The 2020 share compensation plan is approved, it will take effect at the close of business today. I move the 2020 share compensation plan be approved, more particularly described and set forth in the company's management information circular. Unless there are questions on any of the motions before the meeting, we will now move to open the polls for electronic voting. As mentioned, today's voting will be conducted by electronic ballot. I will now take a moment to ask the ballot to be open to registered shareholders and duly appointed proxyholders. Just as a reminder, if you have already voted in advance of this meeting, it is not necessary for you to vote again. The polls are now open and will be open for approximately the next 2 to 3 minutes. At this point, all registered holders and proxy holders, who properly logged in with their control numbers or user name, who wish to vote, will be able to see on the screen all motions brought forward at this meeting. Please register your votes by accessing the voting pages and selecting the for or against buttons next to the motion to set the number of directors at 8 the for or withhold buttons next to the name of each proposed director; the for or withhold buttons next to the resolution with respect to the appointment of PwC as the company's auditor and authorizing the directors to set auditor's remuneration; the for or against buttons next to the nonbinding advisory resolution accepting the company's approach to executive compensation, as more particularly described and set forth in the company's management information circular; and the for or against buttons next to the resolution approving the company's 2020 share compensation plan, as more particularly described and set forth in the company's management information circular. [Voting]

We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballot. Once the electronic balloting closes, the voting pages will disappear, and your votes will automatically be submitted. I would ask the Scrutineer to compile the report regarding results of voting on all business matters and results will be published by the company on SEDAR and via press release. I have been advised by the Scrutineer, the majority of the ballots and proxies deposited for the meeting have been voted in favor of each of the foregoing resolutions of the meeting. I direct that the results of the poll be included in the minutes of this meeting. Thank you. The formal items of business as set out at the notice of the meeting have now been dealt with. I therefore move that the meeting be terminated. As there is no further business to come before the meeting, I declare the formal part of this meeting to be concluded. And I will now turn the meeting over to Paul Benson, the President and Chief Executive Officer of the company, for a question-and-answer period. Paul, over to you.

Thanks, Mike. Good afternoon, ladies and gentlemen. As a reminder, you can submit a question today by using the instant messaging feature of the Lumi virtual interface. We'll now give attendees a moment to submit any questions. Okay. It appears that we have no questions whatsoever this afternoon. So with that, I'll call the meeting, the informal part, the question session to a close. Thank you very much. Good afternoon.

Ladies and gentlemen, that concludes our conference. You may now disconnect.