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

Good morning, 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 2022 Annual 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, I would like to set out a few rules for the orderly conduct of the meeting. Questions could 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 related to the motions before the meeting will be addressed after the presentation of all business items and before the polls are open for the 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. For 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 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're asked to vote, you will receive a message on the Lumi virtual interface requesting you to register your votes. You'll 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 2022 annual meeting come to order. For the purpose of this meeting, I appoint Michael J. Sparks, Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary of the company, to act as secretary. The company's registrar 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 meetings are set out in the company's proxy statement dated April 14, 2022. Unless there are any objections, I will forego the reading of the notice of the meeting. The scrutineer has provided confirmation that the meeting materials were mailed to all shareholders, all holders of common shares and to all holders of CDIs on or about April 14, 2022. And the proper notice of the meeting has been given. Please note that copies of the meeting materials, including the proxy statement, are available on the company's website and the company's profile on EDGAR and on SEDAR. I have before me a preliminary scrutineer's report indicating that there is a sufficient number of shareholders and proxy holders present to constitute a quorum. I therefore declare that the quorum of shareholders as required under the company's articles is present and that the meeting is regularly called and properly constituted for the transaction of business. I will now deal with the business of this meeting. The company's articles provide that 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, 2021, together with the auditor's reports to the shareholders thereon. Copies of these documents have been mailed to the shareholders who have requested them, are available on the company's website and the company's profile on EDGAR and on SEDAR. It is proposed that they may be read in the meeting. Any questions relating to or a discussion of the company's audited financial statements and audit report will be deferred until the question-and-answer period at the conclusion of the formal part of today's meeting. The next item of business is the election of directors. The 8 directors to be elected by the shareholders of the company shall hold office until the close of business of the first Annual Meeting of Shareholders of the company following election or until the successors are elected or appointed. The following individuals have been nominated as directors in ensuring year or until their successors are elected or appointed and are prepared to stand for election as directors as set out in the company's proxy statement: myself, A.E. Michael Anglin; Rod Antal; Thomas R. Bates, Jr.; Brian R. Booth; Simon A. Fish; Leigh Ann Fisher; Alan P. Krusi; and Kay Priestly. As the number of nominees is equal to the number of directors set for the company, I move to elect all of the nominees as directors of the company. The company is requesting shareholders' advisory nonbinding votes to express their preference regarding the frequency of future say-on-pay votes. The company believes that a frequency of every 1 year is appropriate because it will enable our shareholders to vote on an advisory basis on the most recent executive compensation information that is presented in our proxy statement and is consistent with our goal of seeking input from and engaging discussions with our shareholders on corporate governance matters and our executive compensation policy -- policies and practices. As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account. I move to approve on a nonbinding advisory basis 1 year as the frequency on future say-on-pay votes as set out in the company's proxy statement. The company endorses a pay-for-performance approach for executive compensation in order to reinforce the 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 proxy statement. The company has conducted a 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, the results will not be binding upon the Board. However, the Board will take the results of the vote into account as appropriate when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase its engagement with shareholders on compensation and 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 need to approve -- I move to approve on a nonbinding advisory basis the company's approach to executive compensation as set out in the company's proxy statement. The Board is recommending that shareholders approve a resolution to replace the company's current employee share purchase plan with the 2022 Employee Share Purchase Plan, allowing eligible participants to purchase common shares of the company through payroll deductions. A description of the 2022 Employee Share Purchase Plan is set forth in the company's proxy statement. The 2022 Employee Share Purchase Plan has been conditionally approved by the Board and is subject to shareholders' approval at this meeting. If the 2022 Employee Share Purchase Plan is approved, it will take effect at the close of business today. I move to approve the 2022 Employee Share Purchase Plan as more particularly described and set forth in the company's proxy statement. The next item of business is the appointment of the company's independent registered public accounting firm. The company's current independent registered public accounting firm is PricewaterhouseCoopers LLP, chartered professional accountants, and management proposes the reappointment of PwC for this ensuring year. I move to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2022 and until the next annual meeting. 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, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be open to registered shareholders and fully appointed proxy holders. As a reminder, if you have already voted in advance of the meeting, it is not necessary for you to vote again today. [Voting]

We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballots. [Voting]

Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. I would ask that the scrutineer compile the report regarding the results of voting on all business matters, and the results will be published by the company on EDGAR, on SEDAR and by press release. I've been advised by the scrutineer that majority of the ballots and proxies deposited for this meeting have voted in favor of each of the foregoing resolutions of the meeting. I direct the results of the poll be included within the minutes of this meeting. Thank you. This completes the matters of business to be conducted as set out in the notice of meeting. I therefore move that the meeting be terminated. As there is no further business to come before this meeting, I declare the formal part of the meeting to be concluded. I will now open the meeting for any questions. As a reminder, you can submit a question today by using the instant messaging feature of the Lumi virtual interface. We will now give attendees a moment to submit any questions. There being no further questions, we now conclude the meeting. Thank you for your attendance today.