SSR Mining (SSRM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, will be held virtually, with shareholders able to vote and submit questions online.

• Key proposals include election of eight directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor for 2026.

• Shareholder engagement and feedback have influenced compensation and governance disclosures, with enhanced outreach following recent say-on-pay votes.

• The company emphasizes responsible and sustainable operations, with a significant portion of executive incentives tied to sustainability, health, safety, and community targets.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors, advisory approval of executive compensation, and ratification of the external auditor.

• Majority voting policy applies to director elections and auditor ratification; special business matters require a two-thirds majority but none are on the agenda.

• Shareholder proposals for the 2027 meeting must be submitted by November 25, 2026.

Board of directors and corporate governance

• Board consists of eight directors, with a mix of industry, financial, governance, and international experience; 37.5% are women.

• Board leadership includes an Executive Chairman and a Lead Independent Director, with all committees composed of independent directors.

• Board refreshment has added new directors in recent years to enhance diversity and skills.

• Annual board and committee evaluations are conducted by an independent third party.