ssrm-20240412

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )


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SSR MINING INC.

(Name of Registrant as Specified in Its Charter)

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


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SSR Mining Inc.

2024 Proxy Statement

6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237

www.ssrmining.com

April 12, 2024

Dear Shareholder:

We are pleased to invite you to the Annual and Special Meeting of the Shareholders of SSR Mining Inc., which will be held virtually on May 23, 2024 at 10:00 a.m. MDT (Denver).

We will be meeting in May with the Çöpler incident still very much our central focus. Our deepest sympathies and condolences are with the families, friends, colleagues and communities impacted by the incident.

While our Çöpler operations remain suspended and remediation efforts are underway, we continue to remain focused on the rest of the Company’s operations. Every day, our people work tirelessly to continue to build a leading free cash flow-generative mining company that operates responsibly and sustainably. The talent, dedication, resilience, and ingenuity of our employees working towards this goal has shone through every step of the way.

We see that in efforts our people are making with the remediation at Çöpler, and we see it in the efforts made every day at each of our facilities. Over the last few months, what continues is the commitment to our core company values — People and Culture, Sustainability, Health, Safety and Risk, Business Excellence, Innovation and Growth. The strength of our values have never been more important as they underpin everything we do and support us in establishing the healthy, dynamic work culture necessary to achieve our vision, a culture where every employee feels safe, valued and empowered to make a positive impact at work.

The Annual and Special Meeting provides us with a valuable opportunity to consider matters of importance to the Company with Shareholders, and we look forward to your participation. The accompanying Notice of Annual and Special Meeting of Shareholders and Proxy Statement describes the business to be conducted at the meeting and provides information on SSR Mining Inc.’s approach to executive compensation and governance practices. We invest significant time and effort to ensure our compensation programs are competitive in the market and appropriately aligned with the achievement of business results and long-term Shareholder interests. Annually, we conduct a Shareholder outreach program and the disclosures contained in the accompanying Proxy Statement reflect feedback received during our outreach efforts.

Your participation in the affairs of the Company is important to us and we encourage you to vote your Shares.

If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by calling toll-free at 1-877-452-7184 (for Shareholders in Canada or the United States) or 1-416-304-0211 (for Shareholders outside North America) or by e-mail at assistance@laurelhill.com. If you are a holder of SSR Mining Inc.’s CHESS depositary interests in Australia, you can contact Laurel Hill Advisory Group by calling toll-free at 1-800-861-409 or by e-mail at assistance@laurelhill.com.

The Board of Directors and management look forward to your participation at the Annual and Special Meeting and thank you for your continued support.

Sincerely,

/s/ Rod Antal

/s/ A.E. Michael Anglin

Rod Antal

A.E. Michael Anglin

Executive Chairman

Lead Independent Director

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS


Date and Time:			May 23, 2024, 10:00 a.m. MDT (Denver) .
Place:			The Annual and Special Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, shareholders will not be able to attend the meeting in person. You will be able to attend the Annual and Special Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting https://meetnow.global/M2MZMTZ and entering the control number included on your proxy card. .
Items of Business:			•To elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation or removal; •To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement; •To approve, ratify and confirm the Company’s 2024 Share Compensation Plan, as more particularly described and set forth in this Proxy Statement; •To ratify the appointment of PricewaterhouseCoopers LLP, United States as our independent registered public accounting firm for fiscal year ending December 31, 2024; •To transact other business that may properly come before the Annual and Special Meeting, or any adjournments or postponements thereof. .
Record Date:			The Board of Directors set March 28, 2024 as the record date for the Annual and Special Meeting (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual and Special Meeting. .
Voting:			Your vote is very important. Whether or not you plan to attend the Annual and Special Meeting virtually, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy-related materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual and Special Meeting by following the instructions in the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual and Special Meeting: The Company is sending out proxy-related materials to Shareholders using the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy statements and annual financial statements) online rather than mailing paper copies of such materials to Shareholders. Our annual report on Form 10-K for the year ended December 31, 2023 and the 2024 Proxy Statement are available free of charge at www.ssrmining.com, and the Company's page on EDGAR (www.sec.gov/edgar.shtml) and SEDAR+ (www.sedarplus.ca). You can also request copies of these documents by contacting the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by telephone at 1-866-962-0498.

By order of the Board of Directors,

/s/ Michael J. Sparks

Michael J. Sparks

Corporate Secretary

April 12, 2024

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS CDI VOTING PROCESS

The 2024 Annual and Special Meeting (the “Annual Meeting”) of holders of common shares (“Shareholders”) of SSR Mining Inc. (the “Company”) will be held virtually on May 23, 2024 at 10:00 a.m. MDT (Denver). The Annual Meeting provides Shareholders with an opportunity to participate directly in the affairs of the Company. Please see the accompanying Notice of Annual and Special Meeting for further details.

As the common shares of the Company are listed on the Australian Securities Exchange (the “ASX”) in the form of CHESS Depositary Interests (“CDIs”), the Company would like to remind CDI holders of the particular requirements and restrictions that their votes will be subject to. Each CDI represents a beneficial interest in one common share of the Company. CDI holders do not actually own direct legal title to common shares, which is held for and on behalf of CDI holders by CHESS Depositary Nominees Pty Ltd. (“CDN”), a wholly owned subsidiary of ASX Limited. This structure exists because the Company is listed on a Canadian exchange with a right to have its securities traded on the ASX by way of CDIs.

This arrangement impacts how CDI holders can record their votes for the matters to be tabled at the Annual Meeting. As CDIs are technically rights to common shares held on behalf of CDI holders by CDN, CDI holders need to provide confirmation of their voting intentions to CDN before the Annual Meeting. CDN will then exercise the votes on behalf of CDI holders. If a CDI holder wishes to vote, they must register their vote with CDN by using the CDI Voting Instruction Form (“VIF”) provided.

CDI holders who have questions about the information contained in this Proxy Statement or require assistance with voting can contact our proxy solicitation agent, Laurel Hill Advisory Group, for assistance by calling toll-free at 1-800-861-409 or by e-mail at assistance@laurelhill.com.

To have a CDI vote counted, CDI holders must return their completed VIF to CDN no later than 12:00 p.m. on May 20, 2024. This deadline has been set to allow CDN sufficient time to collate the votes of CDI holders and submit them to the Company no later than 5:00 p.m. MDT (Denver) on the second business day preceding the date of the Annual Meeting or any adjournment thereof.

The Company appreciates your support and your interest in the Company and looks forward to your continued support. The Company encourages CDI holders to lodge their votes ahead of the Annual Meeting in the manner specified above.

Yours Sincerely,

SSR MINING INC.

/s/ Rod Antal

Rod Antal

Executive Chairman

iii


TABLE OF CONTENTS

LETTER TO SHAREHOLDERS	i	PROPOSAL No. 3 - Approval and adoption of the Company’s	30
NOTICE OF ANNUAL AND SPECIAL MEETING OF	ii	2024 Share Compensation Plan
SHAREHOLDERS		REPORT OF THE COMPENSATION & LEADERSHIP	33
CDI VOTING PROCESS	iii	DEVELOPMENT COMMITTEE
TABLE OF CONTENTS	iv	Shareholder Outreach	33
BUSINESS OF THE MEETING	1	Recommendations	33
Meeting Format	1	COMPENSATION DISCUSSION AND ANALYSIS	34
Record Date and Entitlement to Vote	1	Compensation Philosophy	34
Items of Business	1	Named Executive Officers	35
Voting Policies	2	Board Oversight and Compensation Governance	36
General Information	2	Compensation-Related Risk	37
Annual Report on Form 10-K and Additional Information	2	Compensation Decision-Making Process	37
Shareholder Engagement	3	Elements of Compensation	39
Communications with the Board	3	2023 Compensation Results	42
ENVIRONMENTAL, HEALTH, SAFETY,	4	Executive Share Ownership Guidelines	45
SUSTAINABILITY AND COMMUNITY		Employment Agreements	45
Commitment to Sustainability	4	EXECUTIVE COMPENSATION TABLES	46
Sustainability Report	4	Summary Compensation Table	46
Environment	4	Grants of Plan-Based Awards	47
Health and Safety	5	Outstanding Equity Awards at Fiscal Year-End	48
Community Relations	6	Option Exercises and Stock Vested	49
HUMAN CAPITAL MANAGEMENT	7	Securities Authorized for Issuance under Equity	49
PROPOSAL No. 1 - Election of Directors	9	Compensation Plan
ELECTION OF DIRECTORS	10	Pension Benefits and Nonqualified Deferred Compensation	49
Our Board of Directors	10	Tables
Board Leadership Structure	10	Potential Payments upon Termination or Change in Control	50
Lead Independent Director	10	CEO Pay Ratio	53
Skills Composition of the Board	11	Pay Versus Performance	53
CORPORATE GOVERNANCE	19	PROPOSAL No. 4 - Ratification of Appointment of	56
Board Tenure and Term Limits	19	Independent Registered Public Accounting Firm
Director Independence	20	REPORT OF THE AUDIT COMMITTEE	57
Criteria for Board Membership and Succession Planning	20	Risk Management and Conflicts of Interest	57
Inclusion and Diversity	21	Independent External Auditor	57
Performance of the Board	22	Recommendations	59
Director Orientation and Continuing Education	22	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL	60
Board Meetings	23	OWNERS AND MANAGEMENT
Board and Committee Chair Position Descriptions	23	Certain Beneficial Owners	61
Board Committees	23	CERTAIN RELATIONSHIPS AND RELATED PARTY	62
Bankruptcies; Corporate Cease Trade Orders	25	TRANSACTIONS
Procedures for Approval of Related Persons Transactions	26	Related Party Transactions	62
Delinquent Section 16 Reports	26	Interest of Certain Persons in Matters to be Acted Upon	62
Anti-Hedging Policy	26	Management Contracts	62
Ethics & Compliance Training	26	Indebtedness of Officers and Directors	62
DIRECTOR COMPENSATION	27	OTHER MATTERS	62
Non-Executive Director Share Ownership Guidelines	28	FORWARD-LOOKING INFORMATION	63
PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding)	29	GENERAL VOTING MATTERS	64
Basis, of the Compensation of the Company’s Named		Voting Rights	64
Executive Officers Disclosed in the 2024 Proxy Statement		How to Vote	64


Revoking a Proxy	65	Non-Registered Shareholder Voting	69
Solicitation	65	Canada – Voting Instructions	70
Votes Required	65	Australia – Voting Instructions	70
Quorum	66	Appointment of a Third-Party as Proxy	71
Notice-and-Access	66	To Register your Proxyholder	71
Householding	66	Deadlines for Voting	72
Shareholder Proposals for the 2025 Annual Meeting of	66	Revoking your Proxy	72
Shareholders		Revocation of Voting Instruction Forms and Proxies	72
Future Annual Meeting Business	66	Additional Questions or Issues related to Voting your Shares	72
Voting Results	67	APPENDIX A - Non-GAAP Financial Measures	A-1
VOTING INSTRUCTIONS	68	APPENDIX B - Share Comp Plan	B-1
Registered Shareholder Voting	68	APPENDIX C - How to Participant in the Meeting Online	C-1
		PROXY CARD


BUSINESS OF THE MEETING

The 2024 Annual and Special Meeting (the “Annual Meeting”) of holders of common shares (“Shareholders”) of SSR Mining Inc. (“SSR Mining,” the “Company,” “we,” “us” and “our”) will take place on May 23, 2024 at 10:00 a.m. MDT (Denver).

This Proxy Statement references policies, guidelines and other documents of the Company that are located on the Company’s website. The information on our website, including specific documents we reference, are not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the United States Securities and Exchange Commission (the “SEC”) on EDGAR or with Canadian regulatory authorities through SEDAR+.

Meeting Format

The Annual Meeting will be a completely virtual meeting of Shareholders through an audio webcast live over the Internet. There will be no physical meeting location. The Annual Meeting will only be conducted via an audio webcast. Please go to https://meetnow.global/M2MZMTZ to access and participate in the Annual Meeting. Any Shareholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Shareholders as of the record date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:00 a.m. MDT, on May 23, 2024. We encourage you to access the Annual Meeting prior to the start time.

You may vote by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible. For more information on how to attend and participate in the Annual Meeting online, please refer to the “General Voting Matters” and “Voting Instructions” sections of this Proxy Statement.

Shareholders or duly appointed proxyholders may submit questions during the Annual Meeting via the virtual meeting interface. Any questions regarding procedural matters or directly related to the motions before the Annual Meeting will be addressed after the presentation of all business items. All other questions will be addressed during the question and answer period at the conclusion of the formal part of the Annual Meeting. Specific instructions for accessing the webcast, submitting questions, or for technical support, please refer to “Appendix C: How to Participate in the Meeting Online” attached to this Proxy Statement.

Record Date and Entitlement to Vote

Only holders of the Company’s common shares (the “Shares”) as recorded in our stock register at the close of business on March 28, 2024 (the “Record Date”), may vote at the Annual Meeting. On March 28, 2024, there were 202,089,818 Shares issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of preferred stock, no Shares have multiple voting rights and there are no non-voting Shares. Each Share is entitled to one vote per Share on any matter submitted to a vote of our Shareholders.

Items of Business


		Voting Recommendation
Proposal 1:	To elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation of removal.	FOR each nominee
Proposal 2:	To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement.	FOR
Proposal 3:	To approve, ratify and confirm the Company’s 2024 Share Compensation Plan, as more particularly described and set forth in this Proxy Statement.	FOR
Proposal 4:	To ratify the appointment of PricewaterhouseCoopers LLP, United States as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.	FOR

Aside from the aforementioned voting matters, the Company’s board of directors (“Board of Directors” or the “Board”) knows of no matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, Shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

Voting Policies

Under the Company’s majority voting policy, all general business matters to be considered at the Annual Meeting will each be determined by a majority of votes cast at the Annual Meeting by proxy or in person. General business matters include the election of each nominee proposed for election as a director of the Company in an uncontested election, the advisory say-on-pay vote, and the ratification of the Company’s auditors, among other general business matters as set forth in the Company’s articles.

Special business matters to be considered at the Annual Meeting will each be determined by two-thirds of votes cast at the Annual Meeting by proxy or in person. Special business matters include, but are not limited to, approval of mergers or business combinations and approval of amendments to the Company’s articles.

General Information

Common Shares Outstanding

As of the close of business on March 28, 2024, there were 202,089,818 Shares outstanding. The Shares trade under the symbol “SSRM” on the Toronto Stock Exchange (“TSX”) and the Nasdaq Stock Exchange (“NASDAQ”), and under the symbol “SSR” on the Australian Securities Exchange (“ASX”).

Principal Holders of Voting Securities

Based on information available to the Company and to the knowledge of the directors and executive officers of the Company, other than those Shareholders identified in the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy Statement, no person, firm or Company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying more than 5% of the voting rights attaching to the total number of issued and outstanding Shares of the Company.

Currency

Unless otherwise specified, all dollar amounts herein are expressed in United States dollars. Canadian dollars will be designated as “C$.” The rates of exchange, as reported by the Bank of Canada, on December 31, 2023 and March 28, 2024, were:

December 29, 2023

March 28, 2024

US$

$1.00

$0.76

US$

$1.00

$0.74

C$1.32

C$1.00

C$1.36

C$1.00

Date of Information

Except as otherwise stated, the information contained herein is given as of March 28, 2024.

Annual Report on Form 10-K and Additional Information

A copy of our annual report on Form 10-K for the year ended December 31, 2023, as filed with the SEC, is available to Shareholders without charge upon written request directed to the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237. The Company makes available on or through our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after filing. Such

filings are also available, free of charge, through the SEC’s EDGAR system and on the Company’s profile on SEDAR+.

Additional information relating to SSR Mining is available on our website at www.ssrmining.com, and under the Company’s profile on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR+ (www.sedarplus.ca). Financial and other information of SSR Mining is provided in its audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2023, and in our annual report of Form 10-K which can be found under our profile on SEDAR+ and will be sent without charge to any security holder upon request by contacting the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, or by telephone at (303) 292-1299.

Shareholder Engagement

Shareholder outreach is conducted at least annually in an effort to maintain an open and ongoing dialogue with our Shareholders and understand their expectations. Following the publishing of our proxy statement and prior to the annual meeting, we regularly engage directly with Shareholders to discuss our compensation methodology and/or other subjects.

Shareholder outreach is generally conducted by the chair of our Compensation and Leadership Development Committee (the “Compensation Committee”) and our Chief Legal and Administrative Officer, but other members of management and our independent directors participate in these meetings as appropriate to the subject matter of the discussion. In 2023, we engaged with a number of Shareholders who responded to our invitation and discussions generally focused on our compensation programs, governance and diversity. The feedback gathered in these meetings was brought back to the Board for consideration.

We also offer a variety of other forums and opportunities to interact and communicate with our Shareholders, including our quarterly earnings calls, investor meetings, industry conferences, press releases, regulatory filings, the Proxy Statement, the Annual Meeting, and a direct investor relations phone line.

Communications with the Board

The Board welcomes engagement with our Shareholders. Our Shareholders or other non-affiliated persons may communicate with our Board or individual directors by mail addressed to the Board or an individual director c/o SSR Mining Inc., 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, Attn: Chief Legal and Administrative Officer. Communications from our Shareholders will be forwarded to the Board or the appropriate director on a timely basis. While all Board members are not required to attend the Annual Meeting, at least one Board member will be in attendance at the Annual Meeting to discuss any concerns and answer any questions from Shareholders. Mr. Anglin, Mr. Antal, Mr. Bates, Mr. Booth, Mr. Fish, Ms. Fisher, and Ms. Priestly attended our 2023 annual meeting of Shareholders.


ENVIRONMENTAL, HEALTH, SAFETY, SUSTAINABILITY AND COMMUNITY

On February 13, 2024, the Company suspended all operations at its Çöpler property as a result of a significant slip on the heap lead pad (the “Çöpler Incident”). Containment and remediation efforts are ongoing, which are being directed by the Turkish government and supported by the Company. The heap leach processing used at the Çöpler mine incorporates a number of chemical properties, including sodium cyanide and other reagents. The Turkish government is conducting environmental monitoring of surface water, groundwater, soil and air quality in the region with respect to potential contamination. Public comments from the Turkish government indicate that, to date, the testing results have been negative with respect to potential contamination in the locations being monitored. These results are preliminary and additional testing will be conducted in the surrounding area. For further information about the Çöpler Incident, see the Company’s Annual Report on For m10-K filed with the SEC on February 27, 2024.

Commitment to Sustainability

Our vision is to deliver sustainable value for all stakeholders through responsible mining. People and the environment are our most important resources, and we are committed to safeguarding them both now and for the future. We recognize the catalyst role our operations can play in local communities and commit to leaving a positive legacy. We take a long-term view of our sustainability responsibilities and are committed to having strong sustainability standards and targets, as well as plans, procedures and metrics in place, to ensure our commitments are met.

At SSR Mining, ultimate responsibility for our sustainability programs and performance sits with the Board of Directors. The Board is supported in this regard by the Technical, Safety and Sustainability Committee (the “TSS Committee”), which monitors and reviews our practice and performance in areas of safety, community and environmental management (including water management and climate change). The TSS Committee meets formally at least four times a year, with additional meetings held as required. The charter of the TSS Committee is available on our website.

Sustainability is also a key responsibility for our executive and site teams. Our approach to sustainability is underpinned by the principle of collective responsibility and a belief that every employee must contribute to achieving our sustainability commitments. To reflect our commitment to sustainability, for employees eligible to receive annual short-term incentive compensation, a material component of the annual short-term incentive compensation performance metrics for the business are linked to the achievement of environmental, health, safety and sustainability (“EHS&S”) targets across the business.

We also expect our suppliers to respect our commitment to sustainability and the principles outlined in our Code of Conduct, a copy of which is available on the Company’s website at www.ssrmining.com. We also encourage our major suppliers to be certified to industry best practice standards and require evidence that they have health and safety management plans in place.

Sustainability Report

The Company publishes an ESG and Sustainability Report that sets out in detail the Company’s EHS&S initiatives and policies, including our approach to ESG. A copy of the latest SSR Mining ESG and Sustainability Report can be found on our website at: http://www.ssrmining.com/corporate_responsibility. Shareholders are encouraged to read our full ESG and Sustainability Report for more detailed information.

Environment

Being responsible environmental stewards is a critical part of our business. By using natural resources, water and energy efficiently, recycling waste, and working to protect biodiversity, we expect to be able to deliver long term

value to all stakeholders and leave a positive legacy. Our approach to environmental management is set out in our Environmental and Sustainability Policy, which is available on our website.

We manage our operations in strict compliance with all relevant environmental standards. One way we monitor our environmental performance is by tracking the number of environmental incidents related to our activities, even when they are minor and contained within the mine site.

Tailings are a common waste product generated by the mining process. We manage our tailings facilities responsibly and in line with international standards and local regulations to meet site specific conditions. In February 2019, the International Council on Mining and Metals, the Principles for Responsible Investment and the UN Environment Programme began developing the Global Industry Standard on Tailings Management (“GISTM”). During 2023, we continued to align our operations and practices to the expectations of the GISTM. As we assess our compliance with the GISTM, we will continue to use the ESG and Sustainability Report to disclose our progress.

Safe and responsible cyanide management is critical to our operations and our social license to operate. We use cyanide in the plants at our gold operations to separate the gold from the ore. Proper and robust cyanide management is essential to prevent risk to both human health and the environment. We strive to adhere to good practice for the safe transportation, storage, use and disposal of cyanide. The foundation of our approach to cyanide management is built on strict operating standards and governed by legal requirements. It is also informed by industry best practices and the requirements of International Cyanide Management Code (“ICMC”). Our Marigold mine in Nevada was the first mine certified to ICMC standard and we are committed to aligning and certifying over time all our operations to ICMC standard.

Health and Safety

The Company is committed to the overall health and safety of its employees, contractors, and the communities in which they operate. We believe that our employees and business partners are critical to our success as a business, and we are committed to providing a safe working environment for them. We remain committed to the principle of safe production and firmly believe occupational injuries and illnesses are preventable, and to provide a workplace that fulfills such objectives. Our Health and Safety policy applies to all employees and contractors working across our business. The policy is backed up by robust enterprise and site-specific safety management plans and systems which align with the international best practice standards OHSAS18001 and ISO45001. We regularly assess the safety and health-related risks across each part of our mines. These assessments ensure that we are aware of the specific risks in each part of the mine and inform us that the most appropriate critical controls are in place. Further to this, our safety plans follow a risk mitigation hierarchy of control which includes the identification of risk, assessment of controls and the implementation of controls.

In 2023, we focused on improving the safety performance at our operations. Our Total Recordable Injury Frequency Rate (“TRIFR”) per million hours worked, decreased from 3.97 in 2022 to 2.10 in 2023. To improve performance and realign with our targets we developed and began implementation of a revised safety plan to support our objective of continuous improvement in safety performance for 2023 and future years. Key actions to improve safety performance in 2023 focused on employee engagement through our Leadership in the Field (“LIF”) initiative. Introduced in 2022, the LIF program was designed to encourage leaders to have specific targeted conversations with workers in the field, educating them on how to identify safety hazards before they become issues. Other actions taken in 2023 to improve overall safety performance included embedding our Integrated Management System, developing a three-year strategy, implementing a risk management framework, and improving incident reporting and investigations.

We also recognize that there is more to ensuring worker and community health and well-being than simply working to prevent injuries. We are taking a proactive approach to health through environmental, biological and medical monitoring and quantifying occupational exposure risk. Our goal is to minimize health risks to employees, business partners, visitors and communities.

Community Relations

We recognize the important role our operations can play as catalysts for social and economic development in the communities we operate in and beyond. All our operations support a wide range of community development initiatives, which are based on the local socioeconomic environment and community needs. Our approach to community investment is set out in our ESG and Sustainability Policy. We support local social and economic development in three key ways: hiring from the local community, prioritizing local suppliers, and supporting community projects and initiatives. In 2023, we continued our practice of direct investment in the local community infrastructure where we operate and in related social programs.

For local communities, employment opportunities are one of the primary benefits of our presence. Hiring workers from the communities nearest our mines and the countries we operate in is one of the most important contributions we make to social and economic development. We strive to maximize local hiring at of all our operations. We also provide skills development programs for our workers, contractors, and local communities to help them develop the skills needed to work at the mine.

Each year we contribute to the development of our local communities by making direct investments in community infrastructure and social programs. We provide scholarships to local community members around our Çöpler mine, supporting students ranging from vocational high school students to master’s degrees, with over 64% of such scholarships awarded to women in 2023. Marigold has provided both financial support to the University of Nevada, Reno, and individual scholarships to dependents of Marigold employees and students from local communities. Through the Colorado School of Mines, we also provide annual Women in Mining Scholarships to support a female mine engineering student to advance her career. At Seabee, we fund a breakfast program in the Gorden Deny School in the nearby town of La Ronge, Saskatchewan, providing a nutritious breakfast in an inclusive caring environment for students. In rural Jujuy near our Puna Operations, we partner with local schools to improve educational outcomes and, since 2012, we have supported the renovation of six local schools. In collaboration with the Argentine Ministry of Education we helped to create a program to enable community members, including our employees, to complete their secondary school education. In 2023, 20 scholarships were awarded to community members from regions near Puna, of which 12 were awarded to women.

Alongside the direct investments noted above, at our operations in Argentina and Türkiye, we have dedicated social development funds. These funds aim to support sustainable projects in the local communities to help diversify economic activity in the local area and reduce reliance on the mine. At our the Çöpler mine in Türkiye, the social development fund provides financial support to local entrepreneurs, including many local women, to set up or grow their own businesses. Projects are selected based on a set of development priorities agreed in consultation with the community and aligned with local development plans and priorities. The Company contributes a portion of the profits from gold produced annually by the Çöpler mine, thereby linking the benefits we share with the community to our success as a company. Our Puna Operations in Argentina also partnered with the local regional government to invest in local communities through a social development fund. This innovative partnership between the mine and the host communities aims to promote inclusion and create opportunities for local entrepreneurs and support a wide range of social and community development projects. Management of the fund is participatory in nature, and the fund’s board consists of representatives of local communities to evaluate, approve and deliver financing for the projects.

In 2023, Puna worked with leaders in seven local communities to help them gain the capacity to build a strategic plan for their own community. These plans involve diversifying the local economy by finding additional sources of income and creating new businesses. Our community relations team has supported these communities by bringing in professional planners to assist local leaders in this initiative.

In February 2023, the SSR Mining global community showed their support for affected communities in Türkiye following the devastating earthquake. The earthquake struck hundreds of kilometers away; all employees and contract workers at the Çöpler mine were declared safe and accounted for and there was no physical damage on site. However, the Çöpler team, in particular the site’s Emergency Response Team, was heavily involved in disaster relief efforts in the surrounding areas, assisting with search and rescue and providing shelter, transportation, food, supplies, and emotional support to those in need. Global employees were also provided with

contact information for several reputable aid organizations such as Red Cross and Red Crescent to donate to relief efforts if they chose.

In 2023, the Company continued to promote various inclusion initiatives at our corporate office in Denver, including a variety of in-person events and longer-term initiatives designed to celebrate diversity and inclusion, connect with the community and create more opportunities for employees to come together. In 2023, employee engagement initiatives included quarterly volunteer events at Food Bank of the Rockies, holiday food and toy drives, and sponsorship and participation in other local charitable activities and events.

HUMAN CAPITAL MANAGEMENT

Our people are our most valuable resource. More than any other factor, our success depends on their capabilities and commitment. We are focused on attracting and retaining experienced and skilled talent with a culture that puts safety at its core and supports people to reach their potential.

We believe that transparent communication with workers and unions is critical to the effective execution of our operations. We do not impose restrictions on union representation, and we respect the rights of freedom of association and collective bargaining. In total, 37% of our workforce are union members and have collective bargaining agreements in place. In 2023, we enjoyed positive labor relations across all sites.

In 2023, the Company undertook several initiatives designed to positively impact its workforce and invest in our talent. These initiatives were aligned with our core values, including a leader-lead discussion for employees to better understand Company values and how to live out those values in their roles at the Company. For our Canadian operations, all salaried employees participated in a “Productive Conflict” workshop to better empower effective communication and increase conflict management skills. For our senior leaders, a pilot leadership development program was initiated, and will continue into 2024. The Company also undertook a comprehensive redesign of its talent management practices by moving to a quarterly review schedule, instituting individual development plans, ensuring priority development actions are being taken and establishing detailed succession plans for our key roles.

Given the broad geographic footprint of the Company’s operations, we benefit from a meaningfully diverse workforce. The Company recognizes that a workforce composed of many individuals with a mix of skills, experience, perspectives, backgrounds and characteristics leads to a more robust understanding of opportunities, issues and risks, and stronger decision-making. Accordingly, the Board has adopted a Diversity Policy and the Compensation Committee is responsible for overseeing diversity initiatives across the Company. We are committed to establishing measurable diversity objectives and assessing on an annual basis the achievement of these objectives, including the representation of women at all levels of the organization. We recognize the industry-wide challenge of attracting women into the mining industry. However, in accordance with our policies we actively seek to increase the number of women we employ at our operations.

As of December 31, 2023, the Company employed approximately 2,500 full-time employees and 2,900 contract employees throughout its global operations. As of December 31, 2023, 17% of the executive officers of the Company were women, approximately 44% of employees at the Company’s corporate office were women (excluding executives) and approximately 14% of the employees across the business were women.

The table below summarizes the total full-time workforce of the Company by location and gender:

In addition to gender diversity, the Company maintains self-reported ethnicity information for our United States-based and Canadian-based workforce:


2023 US Workforce Ethnicity Self-Disclosure
Hispanic or Latino	White	American Indian or Alaska Native	Native Hawaiian or Other Pacific Islander	Asian	Black or African American	Two or More Races	Prefer Not to Answer
65	434	10	1	9	3	8	6


2023 Canada Workforce Ethnicity Self-Disclosure
Hispanic or Latino	Non-Indigenous & Non-Visible Minority	Indigenous	Asian	Black	Native Hawaiian or Other Pacific Islander	Other	Two or More Races	Prefer Not to Answer
7	125	106	6	6	1	69	8	69

The Company also reports employment data in annual U.S. Equal Employment Opportunity Commission EEO-1 reports for our U.S.-based workforce; however, the U.S. EEO-1 reports represent only a small portion of our global workforce.

PROPOSAL No. 1

Election of Directors

Shareholders are asked to elect and/or re-elect ten (10) directors. All nominees have established their eligibility and willingness to serve as directors. The Board has determined that, at the present time, there will be ten (10) directors. For more information on the nominees, please refer to the “Election of Directors” section of this Proxy Statement. Nominees will, subject to the Company’s Articles and applicable corporate law, hold office until the next annual meeting of Shareholders or until their successors are elected or appointed in accordance with the Company’s Articles or applicable corporate law.

Majority Voting Policy

The Company’s majority voting policy states that any nominee proposed for election as a director of the Company in an uncontested election must be elected by a majority of the votes cast. If a director is not elected by at least a majority, such director must immediately tender his or her resignation to the Executive Chairman. The Corporate Governance and Nominating Committee (the “Governance Committee”) will consider such resignation and will make a recommendation to the Board and, absent exceptional circumstances, the Board will accept the resignation of such nominee. Within 90 days of the Annual Meeting, the Board will issue a press release disclosing the Board’s decision to accept or reject the nominee’s resignation. If the Board determines not to accept the nominee’s resignation, the press release will fully state the reasons for that decision. The nominee will not participate in any committee or Board deliberations regarding their resignation offer.

The Board recommends that Shareholders vote FOR each of the proposed nominees (or for substitute nominees in the event of contingencies not known at present). Unless otherwise instructed, the persons designated on the form of proxy intend to vote FOR the proposed nominees (or for substitute nominees in the event of contingencies not known at present).


ELECTION OF DIRECTORS

Our Board of Directors

The Board has the responsibility for the stewardship of the Company and to oversee the conduct of the business of the Company. The Board’s fundamental objectives are to enhance and preserve long-term shareholder value, ensuring that the Company meets its obligations on an ongoing basis and that the Company operates in a reliable and safe manner.

Board Leadership Structure

With respect to the roles of Chairman of the Board and Chief Executive Officer, our Board of Directors Charter provides the flexibility for our Board of Directors to modify our leadership structure in the future as appropriate. Mr. A.E. Michael Anglin, who has served as a member of the Board since 2008 and Chairman of the Board since 2016, announced his decision to retire and not stand for re-election at the Annual Meeting and stepped down as Chairman of the Board on June 8, 2023. At that time, the Board unanimously appointed Mr. Rod Antal as Executive Chairman and Mr. Anglin was appointed by the Board to serve as the Lead Independent Director until the Annual Meeting. In light of the Çöpler Incident, Mr. Anglin has agreed to postpone his retirement and stand for re-election at the Annual Meeting. Mr. Thomas R. Bates, Jr. will assume the Lead Independent Director role if re-elected at the Annual Meeting. For more detail around this process, see the “Corporate Governance - Criteria for Board Membership and Succession Planning” section of this Proxy Statement. The Board supports this balanced leadership structure as the right structure for the Company at this time, providing strong independent oversight while balancing the need for extensive knowledge of business operations, strategy implementation, effective leadership, management accountability and alignment with long-term interests of Shareholders.

Annually, the Governance Committee reviews the Board leadership structure in light of the Company’s current needs and what is in the best interest of Shareholders, and the independent directors select the Chairman of the Board. Currently, the Board believes that Mr. Antal is the most qualified individual to fill the Chair position based on his extensive global mining experience in various mineral and metal businesses, including precious metals, and his intricate knowledge of the Company and the necessary succession planning for Mr. Anglin’s role on the Board of Directors. Mr. Anglin’s continued service as Lead Independent Director following his long tenure as Chairman of the Board continues to ensure that the Board of Directors benefits from his extensive understanding and experience of the Company’s business and operations. The appointment also serves to ensure the continuity of the Company’s strategy and successful long-term stakeholder relationships, particularly in Türkiye.

The Board does not believe that combining the Chair and CEO roles creates a conflict of interest or ambiguity about reporting relationships. With the Lead Independent Director appointed to complement the Executive Chairman and other risk mitigators, such as the Board’s responsibility to set Mr. Antal’s compensation and any performance awards annually, the combined role does not have undue authority over the Board, management, or his personal gain. The Board believes that when it has a combined leadership structure, it is important to have a defined board leadership role for an independent director, which is discussed below.

Lead Independent Director

The Board recognizes the importance of independent Board oversight of the CEO and management and has appointed a Lead Independent Director to work alongside the Executive Chairman and ensure a balanced leadership structure. The Lead Independent Director and the Executive Chairman collaborate closely on Board meeting schedules, agendas, and information provided to the Board. At the end of each Board meeting, the Board holds an in camera session with the Executive Chairman, as well as an in camera session led by the Lead Independent Director with only the independent directors in attendance and without the Executive Chairman. The key duties and responsibilities of the Lead Independent Director include:

•presiding at meetings of the Board when the Executive Chairman is absent;

•presiding at, and developing agendas for, executive session of independent directors;

•full authority to call Board meetings, approve sufficiency of meeting materials, engage with shareholders and lead executive session at each meeting with independent directors;

•providing feedback from executive session of independent directors to the Executive Chairman;

•ensuring maintenance of Board and committee independence requirements and promotes corporate governance best practices in consultation with the chair of the Governance Committee;

•reviewing and assessing potential conflicts of interest of all directors;

•providing the Executive Chairman with feedback and counsel concerning the interactions with the Board;

•attending annual shareholder meeting as representative of the Board;

•assisting with aligning governance structures with the Company’s strategy;

•recommending to the Board and Committees the retention of advisors; and

•leading or participating in special committees established for extraordinary matters such as investigations, significant transactions and derivative actions.

Skills Composition of the Board

The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board’s consideration. The following pages set out information about the nominees for election as directors, including the specific experience, and qualifications that led to the Board’s conclusion that the person should serve as a director of the Company.

Each of the director nominees possesses the qualifications, skills and experiences that the Governance Committee believes are essential to direct and oversee the company’s long-term strategy, the management team, and business and performance of the Company. All director nominees have the following attributes:

•public company board experience for at least one year;

•executive leadership experience leading large, complex organizations;

•strategic leadership experience driving strategic direction and growth of an organization, as well as leading significant change management/integration across a global business unit;

•industry knowledge with a broad range of experience and expertise in the resources sector and relevant experience in operating and mineral processing, including production, exploration, reserves, capital projects, logistics and related technology; and

•international experience, including exposure to a range of political, cultural, and regulatory requirements and an understanding of the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders.

Additionally, mining operations, corporate finance and capital allocation, risk management, human capital management, ESG, information technology, and corporate governance competencies are important skills necessary for overseeing the business operations and performance of the Company and setting the strategic direction. These skills are represented across our director nominees as a group.

The following matrix sets forth the principal skills of our director nominees. This matrix does not intend to be an exhaustive list of their skills or areas of principal contributions to the Board, and each director possesses skills in addition to those identified in the matrix.

Overview of our Board's Profile

A.E. Michael Anglin

Rod Antal

Thomas R. Bates, Jr.

Brian R. Booth

Simon A. Fish

Leigh Ann Fisher

Alan P. Krusi

Daniel Malchuk

Kay Priestly

Karen Swager

Total

Skills and Core Capabilities

Corporate Finance & Capital Allocation

Risk Management

SEC Form DEF 14A filed by SSR Mining Inc.