Toggle SGML Header (+)


Section 1: 8-K (FORM 8-K)

hl20190528_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 


 

FORM 8-K

 

Current Report

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 23, 2019

 

HECLA MINING COMPANY
(Exact name of registrant as specified in its charter)

 

Delaware 1-8491 77-0664171
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)    

 

6500 North Mineral Drive, Suite 200

Coeur d'Alene, Idaho 83815-9408

(Address of principal executive offices) (Zip Code)

 

(208) 769-4100

Registrant's telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
  (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
  (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

HL

New York Stock Exchange

Preferred Stock

HL-PB

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.07 – Submission of Matters to a Vote of Security Holders

 

At the Annual Meeting of Shareholders of Hecla Mining Company (“our,” “we,” or “Hecla”) held on May 23, 2019, our shareholders were asked to consider and vote upon the following seven proposals: (1)  election of three nominees to our Board of Directors to hold office until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (2) ratification of the Audit Committee’s appointment of BDO USA, LLP as our independent registered public accounting firm for the calendar year 2019; (3) approval, on an advisory basis, of the compensation of our named executive officers; (4) amendments to our 2010 Stock Incentive Plan; (5) amendments to our Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions; (6) amendments to our Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances; and (7) amendments to our Certificate of Incorporation and Bylaws to declassify the Board of Directors.

 

On the record date of March 25, 2019, there were 482,987,752 shares of Hecla common stock issued and outstanding and entitled to vote at the Annual Meeting. The count of shares present at the meeting, in person or proxy, was 386,793,179 or 80.08% of the outstanding shares of common stock of Hecla. For each proposal, the results of shareholder voting were as follows:

 

Proposal 1.   Election of Three Director Nominees. The shareholders elected each of the director nominees proposed by our Board of Directors to serve until the 2022 Annual Meeting of Shareholders or until such nominee’s successor is duly elected and qualified. The following is a breakdown of the voting results:

 

 

   

Votes

For

 

Votes

Against

 

 

Abstain

 

Broker

Non-Votes

Ted Crumley

 

248,827,711

 

12,931,781

 

8,287,330

 

116,746,357

Terry V. Rogers

 

250,024,817

 

11,742,322

 

8,279,683

 

116,746,357

Charles B. Stanley

 

250,664,175

 

11,108,810

 

8,273,837

 

116,746,357

 

 

Proposal 2. Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm. Our shareholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. The following is a breakdown of the voting results:

 

Votes

For

 

Votes

Against

 

Abstain

360,053,569

 

17,739,242

 

9,000,368

 

 

There were no broker non-votes with respect to Proposal 2.

 

 

 

 

Proposal 3.   Advisory Vote on Executive Compensation. Our shareholders approved the compensation of Hecla’s named executive officers. The following is a breakdown of the voting results:

 

Votes

For

 

Votes

Against

 

Abstain

 

Broker

Non-Votes

157,503,750

 

109,224,630

 

3,318,442

 

116,746,357

 

 

Proposal 4. Approval of Amendments to our 2010 Stock Incentive Plan.

 

Votes

For

 

Votes

Against

 

Abstain

 

Broker

Non-Votes

237,182,203

 

31,626,024

 

1,238,595

 

116,746,357

 

 

Proposal 5. Approval of Amendments to the Company’s Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions. The following is a breakdown of the voting results on the amendments:

 

Votes

For

 

Votes

Against

 

Abstain

 

Broker

Non-Votes

257,063,199

 

11,886,930

 

1,096,693

 

116,746,357

 

 

The affirmative vote by at least 80% of our outstanding shares of common stock eligible to vote was required for approval of Proposal 5. The proposal received the affirmative vote of only 53.22% of the outstanding shares, which was not enough for it to pass.

 

Proposal 6. Approval of Amendments to the Company’s Certificate of Incorporation and Bylaws to Permit Shareholders to Call Special Meetings of Shareholders under Certain Circumstances. The following is a breakdown of the voting results on the amendments:

 

 

Votes

For

 

Votes

Against

 

Abstain

 

Broker

Non-Votes

260,305,285

 

8,984,083

 

757,454

 

116,746,357

 

The affirmative vote by at least 80% of our outstanding shares of common stock eligible to vote was required for approval of Proposal 6. The proposal received the affirmative vote of only 53.89% of the outstanding shares, which was not enough for it to pass.

 

 

 

 

Proposal 7. Approval of Amendments to our Certificate of Incorporation and Bylaws to Declassify the Board of Directors. The following is a breakdown of the voting results:

 

 

Votes

For

 

Votes

Against

 

Abstain

 

Broker

Non-Votes

260,593,846

 

8,654,293

 

798,683

 

116,746,357

 

 

The affirmative vote by at least 80% of our outstanding shares of common stock eligible to vote was required for approval of Proposal 7. The proposal received the affirmative vote of only 53.95% of the outstanding shares, which was not enough for it to pass.

 

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

The following exhibits are filed herewith.

 

Exhibit

Number

Description

10.1

Hecla Mining Company 2010 Stock Incentive Plan (Amended and restated as of May 23, 2019). Filed as Appendix A to our Definitive Proxy Statement filed with the Securities and Exchange Commission on April 9, 2019, and incorporated herein by reference.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:    May 28, 2019

 

 

Hecla Mining Company

 

 

 

 

 

 

 

 

 

 

By:

/s/ David C. Sienko

 

 

 

David C. Sienko

 

 

 

Vice President & General Counsel

 

 

(Back To Top)