SSR Mining : Proxy Statement (Amendment)

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. 1)
☒ Filed by the Registrant	☐ Filed by a Party other than the Registrant
Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
• Definitive Proxy Statement

• Definitive Additional Materials

• Soliciting Material Pursuant to §240.14a-12

SSR MINING INC.

(Name of Registrant as Specified in Its Charter)

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

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

AMENDMENT TO THE PROXY STATEMENT DATED APRIL 12, 2024

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

SSR MINING INC.

TO BE HELD ON MAY 23, 2024

EXPLANATORY NOTE

This amendment (this "Amendment") supplements and amends the definitive proxy statement on Schedule 14A filed by SSR Mining Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on April 12, 2024 (the "Proxy Statement") and made available to the Company's shareholders in connection with the solicitation of proxies on behalf of the board of directors of the Company (the "Board") relating to the Company's 2024 Annual and Special Meeting (the "Annual Meeting") of holders of common shares ("Shareholders") scheduled to be held virtually on May 23, 2024 at 10:00 a.m. MDT (Denver), and any adjournment or postponement thereof. This Amendment is being filed with the SEC and made available to shareholders on or about May 15, 2024. Capitalized terms used in this Amendment that are not defined in this Amendment have the meanings given to them in the Proxy Statement.

The Proxy Statement includes a proposal (Proposal No. 3), which begins on page 30 of the Proxy Statement, to approve the Company's 2024 Share Compensation Plan (the "Plan"). The purpose of this Amendment is to supplement and amend the Proxy Statement with respect to Proposal No. 3 to amend the definition of "Change of Control" included in Section 2.1(k) of the Plan to delete subclause (vi) of the definition. Subclause (vi) of the definition of Change of Control permitted a majority of Incumbent Directors (as defined in the Plan) of the Company to determine that a Change of Control has occurred. The amendment to the definition is described in "Amendments to the Proxy Statement". None of the other agenda items presented in the Proxy Statement are affected by this Amendment.

Except as specifically revised by the information contained in this Amendment, this Amendment does not modify, amend, supplement, or otherwise affect any matter presented for consideration in or other information set forth in the Proxy Statement. If information in this Amendment differs from or updates information contained in the Proxy Statement, then the information in this Amendment is more current and supersedes the different information contained in the Proxy Statement. This Amendment should be read with the Proxy Statement and the Company's annual report on form 10-K for the year ended December 31, 2023, as each contains information that is important to your decisions in voting at the Annual Meeting. From and after the date of this Amendment, any references to the Proxy Statement will be deemed to include the Proxy Statement as supplemented and amended hereby. Except as provided in this Amendment, this Amendment does not reflect events occurring after the date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events.

AMENDMENTS TO THE PROXY STATEMENT

Based on the recommendation of certain proxy advisors following their review of the Proxy Statement, the Compensation Committee reconsidered the terms of the Plan and determined that the discretion provided to the Board to determine whether a Change of Control has occurred was broader than was necessary for the proper administration of the Plan. As a result, the Compensation Committee determined to eliminate such discretion provided to the Board.

Accordingly, this Amendment is being filed to supplement and amend the Proxy Statement with respect to Proposal No. 3 to amend the definition of "Change of Control" included in Section 2.1(k) of the Plan to delete subclause (vi) of the definition. Subclause (vi) of the definition of Change of Control permitted a majority of Incumbent Directors (as defined in the Plan) of the Company to determine that a Change of Control has occurred.

The following illustrates the changes to the definition of Change of Control:

1. "Change of Control" means, except as otherwise provided herein with respect to Awards to U.S. Participants, the occurrence of one or more of the following events:
2. 1. individuals who, as of the Effective Date, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors ("Election Contest") or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, including by reason of any agreement intended to avoid or settle any Election Contest or proxy contest, shall be deemed an Incumbent Director;
   2. any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act (British Columbia), as amended from time to time, becomes the beneficial owner, directly or indirectly, of shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holder thereof to cast more than 50% of the voting rights attaching to all shares of the Company which may be cast to elect directors of the Company (the "Company Voting Securities"), provided, however, that the events described in this paragraph (ii) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions of Company Voting Securities:
   3. 1. by the Company or a subsidiary;
      2. by any employee benefit plan sponsored or maintained by the Company or any subsidiary;
      3. by any underwriter temporarily holding securities pursuant to an offering of such securities;
      4. pursuant to a Non-Qualifying Transaction (as defined below); or

1. 1. from the Company pursuant to a transaction (other than one described in (iii) below), if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause shall not constitute a Change of Control;
2. the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries (a "Business Combination"), unless immediately following such Business Combination:
3. 1. Company Voting Securities that were outstanding immediately prior to the consummation of such Business Combination (or, if applicable, securities into or for which such Company Voting Securities were converted or exchanged pursuant to such Business Combination) represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees ("voting power") of (1) the entity resulting from such Business Combination (the "Surviving Entity"), or (2) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Entity (the "Parent Entity");
   2. no person (other than any employee benefit plan sponsored or maintained by the Surviving Entity or the Parent Entity) is the beneficial owner, directly or indirectly, of 50% or more of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity); and
   3. at least a majority of the members of the board of directors of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination;

(any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying Transaction");

1. the approval by the Board or shareholders of the Company of a complete liquidation or dissolution of the Company; or
2. a sale or other disposition of all or substantially all of the property or assets of the Company, other than to any of its Affiliates or pursuant to a Non-Qualifying Transaction.;or
3. any determination by the majority of Incumbent Directors of the Company that a Change of Control has occurred.

The revised Plan has been included as Exhibit A to this Amendment and amends and restates in its entirety Appendix B to the Proxy Statement.

VOTING MATTERS

The Board recommends you vote FOR the resolutions to approve the 2024 Share Compensation Plan. Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the resolutions to approve the 2024 Share Compensation Plan.

The proxy card and voting instruction form distributed or presented online with the Proxy Statement remain valid, and neither new voting instructions nor new proxy cards will be distributed in connection with this Amendment.

If you have already submitted your proxy, or if you have already provided your voting instructions in the manner prescribed by your broker, bank, or other agent, you do not need to take any action unless you wish to change your vote. If you wish to change your vote, you may change your proxy or voting instructions by following the instructions in the Proxy Statement in the "General Voting Matters-Revokinga Proxy," "Voting Instructions- Revoking your Proxy" and "Voting Instructions-Revocationof Voting Instruction Forms and Proxies" sections of the Proxy Statement.

Shareholders of record as of the close of business on March 28, 2024 are entitled to vote at the Annual Meeting or any adjournments or postponements thereof. If you are such a shareholder of record, we encourage you to vote as soon as possible so that your shares are represented at the Annual Meeting.

If you are a Shareholder as of the Record Date, you may vote during the Annual Meeting by (i) attending the Annual Meeting virtually and following the instructions attached as "Appendix C" to the Proxy Statement, (ii) or by proxy (x) over the Internet at www.investorvote.com (for Registered Shareholders) or www.proxyvote.com (for Non-Registered Shareholders); (y) by phone by calling 1-866-732-VOTE (8683) from a touch-tone phone (for Registered Shareholder) or calling the toll-free number listed on your voting instruction form ("VIF") from a touch tone phone (for non-Registered Shareholders); or (z) by signing and returning the form of proxy or voting instruction form. For Registered Shareholders, the proxy must be deposited with Computershare by no later than 5:00 p.m. MDT (Denver) on May 21, 2024, or if the meeting is adjourned or postponed, not less than two (2) business days before the commencement of such adjourned or postponed meeting. If you are a Non-Registered Holder (other than a holder of CHESS depositary interests in Australia), and have received the proxy-related materials through your broker, custodian, nominee or other intermediary, please complete and return the VIF provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

The instructions for submission of a new proxy and the other voting instructions provided in the "General Voting Matters" and "Voting Instructions" sections of the Proxy Statement remain unchanged. Please see the Proxy Statement for additional information.

Exhibit A

SSR MINING INC. (the "Company")

SSR MINING INC. 2024 SHARE COMPENSATION PLAN

Dated the [23rd] day of May, 2024

Article 1.

PURPOSE OF THIS PLAN

This Plan is intended to advance the interests of the Company and its shareholders by attracting, retaining and motivating the performance of selected Eligible Persons of high caliber and potential upon whose judgement, initiative and effort the Company is largely dependent for the successful conduct of its business, and to encourage and enable such Eligible Persons to acquire and retain an equity interest in the Company.

Article 2.

DEFINITIONS

2.1 Definitions. In this Plan, unless there is something in the subject matter or context inconsistent therewith, capitalized words and terms have the following meanings:

1. "Affiliate" has the meaning ascribed thereto in the Business Corporations Act (British Columbia);
2. "Aggregate Plans" means this Plan and all of the Company's other security based compensation arrangements that provide for the issuance from treasury or potential issuance by the Company out of its authorized and unissued Common Shares, including, for the avoidance of doubt, the Legacy Plans;
3. "Applicable Restricted Share Units" has the meaning ascribed thereto in Section 10.3(a)(i);
4. "ASX" means the Australian Securities Exchange;
5. "Award" means any Restricted Share Unit or Performance Share Unit granted under this Plan;
6. "Board" means the board of directors of the Company, as constituted from time to time;
7. "Business Combination" has the meaning ascribed thereto in Section 2.1(k);
8. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Vancouver, British Columbia or Denver, Colorado are authorized or required by law to close;
9. "Cancellation" has the meaning ascribed thereto in Section 6.5;
10. "Cause" means "Cause", or an analogous term, as defined in the employment, engagement or consulting agreement, if any, between the relevant Participant and the Company or any of its Affiliates and, if there is no such definition or agreement, means any of the following:
11. 1. a breach by the Participant of a material term of the applicable employment, engagement or consulting agreement (if any);
    2. the repeated and demonstrated failure by the Participant to perform the material duties of his position in a competent manner;

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1. 1. the conviction of the Participant for a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company or any of its Affiliates;
   2. failure of the Participant to act honestly or in the best interest of the Company or any of its Affiliates;
   3. failure of the Participant to comply with any Company rules or policies of a material nature;
   4. failure of the Participant to obey reasonable instructions provided by him in the course of employment, within five (5) calendar days after receiving written notice of such disobedience from the Company or any of its Affiliates; or
   5. any actions or omissions on the part of the Participant constituting gross misconduct or negligence resulting in a risk of material harm to the Company or any of its Affiliates;
2. "Change of Control" means, except as otherwise provided herein with respect to Awards to U.S. Participants, the occurrence of one or more of the following events:
3. 1. individuals who, as of the Effective Date, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors ("Election Contest") or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, including by reason of any agreement intended to avoid or settle any Election Contest or proxy contest, shall be deemed an Incumbent Director;
   2. any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act (British Columbia), as amended from time to time, becomes the beneficial owner, directly or indirectly, of shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holder thereof to cast more than 50% of the voting rights attaching to all shares of the Company which may be cast to elect directors of the Company (the "Company Voting Securities"), provided, however, that the events described in this paragraph (ii) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions of Company Voting Securities:
   3. 1. by the Company or a subsidiary;
      2. by any employee benefit plan sponsored or maintained by the Company or any subsidiary;
      3. by any underwriter temporarily holding securities pursuant to an offering of such securities;
      4. pursuant to a Non-Qualifying Transaction (as defined below); or
      5. from the Company pursuant to a transaction (other than one described in (iii) below), if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause shall not constitute a Change of Control;

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1. the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries (a "Business Combination"), unless immediately following such Business Combination:
2. 1. Company Voting Securities that were outstanding immediately prior to the consummation of such Business Combination (or, if applicable, securities into or for which such Company Voting Securities were converted or exchanged pursuant to such Business Combination) represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees ("voting power") of (1) the entity resulting from such Business Combination (the "Surviving Entity"), or (2) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Entity (the "Parent Entity");
   2. no person (other than any employee benefit plan sponsored or maintained by the Surviving Entity or the Parent Entity) is the beneficial owner, directly or indirectly, of 50% or more of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity); and
   3. at least a majority of the members of the board of directors of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination;

(any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying Transaction");

1. 1. the approval by the Board or shareholders of the Company of a complete liquidation or dissolution of the Company; or
   2. a sale or other disposition of all or substantially all of the property or assets of the Company, other than to any of its Affiliates or pursuant to a Non-Qualifying Transaction.
2. "Closing Price" of Common Shares at any relevant date means the closing trading price of the Common Shares on the NASDAQ (or any other Stock Exchange on which the majority of the volume of trading of the Common Shares has occurred over the relevant period) on the last Trading Day immediately preceding such date; provided that, if the Common Shares are not listed and posted for trading on any Stock Exchange at the time such calculation is to be made, the "Closing Price" shall be the market price of a Common Share as determined by the Board in good faith;
3. "Code" means the U.S. Internal Revenue Code of 1986, as amended;
4. "Committee" means the Compensation Committee of the Board, or such other committee or Persons (including, in the absence of a committee, the Board) as may be designated from time to time to administer this Plan;
5. "Common Shares" means the common shares without par value in the capital of the Company as constituted on the Effective Date, provided that if the rights of any Participant are subsequently adjusted pursuant to Article 12 hereof, "Common Shares" thereafter means the shares or other securities or property which such Participant is entitled to receive, pursuant to this Plan, after giving effect to such adjustment;
6. "Company" means SSR Mining Inc. and includes any successor company thereto;
7. "Company Voting Securities" has the meaning ascribed thereto in Section 2.1(k);
8. "Disability" means, in the case of a Participant who is a member of a long-term disability plan of the Company or any of its Affiliates, the Participant's physical or mental long-term inability to substantially

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fulfill his duties and responsibilities on behalf of the Company or, if applicable, its Affiliate in respect of which the Participant commences receiving, or is eligible to receive, long-term disability benefits under such long-term disability plan of the Company or its Affiliate and, in the case of a Participant who is not a member of a long-term disability plan of the Company or any of its Affiliates, a physical or mental impairment that prevents the Participant from engaging in any employment for which the Participant is reasonably suited by virtue of the Participant's education, training or experience and that can reasonably be expected to last for the remainder of the Participant's lifetime, as determined by the Board. Notwithstanding the foregoing, for U.S. Participants Disability has the meaning ascribed to it under Section 409A of the Code and applicable regulations.

1. "Effective Date" has the meaning ascribed thereto in Section 4.1;
2. "Election Contest" has the meaning ascribed thereto in Section 2.1(k);
3. "Eligible Person" means an Employee of the Company or any of its Affiliates;
4. "Employee" means an individual who is considered an employee under the Income Tax Act (Canada) or any equivalent legislation in a jurisdiction in which the Company operates (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);
5. "Expiry Date" the date on which an Award expires;
6. "Good Reason" means "Good Reason", or an analogous term, as defined in the employment, engagement or consulting agreement, if any, between the relevant Participant and the Company or any of its Affiliates and, if there is no such definition or agreement, "Good Reason" will arise within twelve (12) months following a Change of Control where the Participant was induced by the actions of the employer to resign or terminate their employment or engagement other than on a purely voluntary basis as a result of the occurrence of one or more of the following events without the Participant's written consent, such resignation to be effective only if the Participant has provided written notice of such occurrence to the employer immediately upon occurrence of such an event and the employer has not corrected such occurrence within a thirty (30) day period:
7. 1. a materially adverse change in the Participant's position, duties or responsibilities,
   2. a materially adverse change in the Participant's reporting relationship that is inconsistent with the Participant's title or position,
   3. a reduction by the employer of the base salary of the Participant,
   4. a material reduction by the employer in the aggregate level of health & welfare benefits made available to the Participant, or
   5. the permanent relocation by the employer of the Participant's principal office by more than eighty
   6. 1. kilometers from the location where the Participant worked when the Change of Control occurred;
8. "Incumbent Director" has the meaning ascribed thereto in Section 2.1(k);
9. "Insider" has the meanings ascribed thereto in each of the TSX Company Manual or Section 16 of the Securities Exchange Act of 1934, as amended;

1. "Legacy Plans" means, together, the Company's 2017 Share Compensation Plan, as approved by the shareholders of the Company on May 4, 2017 and amended by the directors of the Company on December 15, 2017; the 2020 Share Compensation Plan, as approved by the shareholders of the

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Company on May 14, 2020; and the 2021 Share Compensation Plan, as approved by the shareholders of the Company on May 21, 2021;

ab. "Legal Representative" means the legal representative or committee or attorney, as the case may be, of a Participant;

ac. "Market Price" of Common Shares at any relevant date means the volume weighted average trading price of the Common Shares on the NASDAQ (or any other Stock Exchange on which the majority of the volume of trading of the Common Shares has occurred over the relevant period) over the thirty Trading Days on which a board lot of Common Shares was traded immediately preceding such date, calculated by dividing the total value of all such trades by the total volume of Common Shares so traded; provided that, if the Common Shares are not listed and posted for trading on any Stock Exchange at the time such calculation is to be made, the "Market Price" shall be the market price of a Common Share as determined by the Board in good faith.

ad. "NASDAQ" means the NASDAQ Stock Market;

ae. "Non-Qualifying Transaction" has the meaning ascribed thereto in Section 2.1(k);

af. "Outstanding Common Shares" at the time of any issuance of Common Shares or the grant of an Award, means the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Awards in question, on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all applicable Regulatory Authorities;

ag. "Parent Entity" has the meaning ascribed thereto in Section 2.1(k);

ah. "Participant" means an Eligible Person to whom an Award has been granted under this Plan;

ai. "Performance Percentage" has the meaning ascribed thereto in Section 8.6;

aj. "Performance Period" means a period, as determined by the Board in accordance with Section 8.3, in respect of which a Participant may be or become entitled to receive any amount payable in respect of Performance Share Units;

ak. "Performance Share Unit" means an unfunded and unsecured right granted to a Participant to receive, upon the satisfaction of certain criteria, a Common Share or payment in accordance with the provisions of this Plan and includes any dividend equivalent Performance Share Units awarded to a Participant in respect of such Performance Share Units;

al. "Person" means and includes any individual, corporation, limited partnership, general partnership, joint stock company, limited liability corporation, unlimited liability company, joint venture, association, company, trust, bank, trust company, pension fund, business trust or other organization, whether or not a legal entity;

am. "Plan" means this SSR Mining Inc. 2024 Share Compensation Plan, including all Schedules hereto, as the same may from time to time be supplemented or amended and in effect;

an. "Prior Grants" has the meaning ascribed thereto in Section 14.8;

ao. "Regulatory Authority" means a Stock Exchange and all securities commissions or similar securities regulatory authorities having jurisdiction over the Company;

ap. "Restricted Share Unit" means an unfunded and unsecured right granted to a Participant to receive one or more Common Shares or cash payments in accordance with the provisions of this Plan and includes

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