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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  June 28, 2021

 

McEWEN MINING INC.

(Exact name of registrant as specified in its charter)

 

Colorado
(State or other jurisdiction of
incorporation or organization)
  001-33190
(Commission File
Number)
  84-0796160
(I.R.S. Employer
Identification No.)

 

150 King Street West, Suite 2800

Toronto, Ontario, Canada  M5H 1J9

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number including area code:  (866) 441-0690

 

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   MUX   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.

 

On June 28, 2021, McEwen Mining Inc. (the “Company”) held its annual meeting of shareholders. Of the 459,187,391 shares outstanding and entitled to vote at the meeting, 239,713,579 shares were voted, or 52% of the outstanding shares entitled to vote.

 

At the annual meeting, the shareholders elected the eight individuals nominated to be directors, approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation (“Articles of Incorporation”) to increase the authorized capital by 175,000,000 shares of common stock, approved an amendment to the Company’s Amended and Restated Equity Incentive Plan (“Equity Incentive Plan”) to increase the number of shares available for issuance by 12,500,000 shares, and ratified the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

 

Proposal 1

 

Election results for the directors nominated at the meeting are as follows:

 

    Shares Voted  
Name of Nominee   For     Withheld     Broker Non-Votes  
Robert R. McEwen     163,297,321       4,178,207       72,237,991  
Allen V. Ambrose     159,524,449       7,951,079       72,237,991  
Michele L. Ashby     154,575,330       12,900,198       72,237,991  
Richard W. Brissenden     163,574,144       3,901,384       72,237,991  
Robin E. Dunbar     163,468,658       4,006,870       72,237,991  
Gregory P. Fauquier     160,095,381       7,380,147       72,237,991  
Donald R.M. Quick     163,498,421       3,977,107       72,237,991  
Michael L. Stein     153,621,421       13,854,107       72,237,991  

 

Proposal 2

 

Election results for the Amendment to the Articles of Incorporation are as follows:

 

For   Against   Abstain   Broker Non-Votes
213,691,522   22,267,847   3,754,210   ---

 

Proposal 3

 

Election results for the Amendment of the Equity Incentive Plan are as follows:

 

For   Against   Abstain   Broker Non-Votes
154,866,227   11,683,580   925,781   72,237,991

 

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Proposal 4

 

Election results for the ratification of the appointment of EY as the independent registered public accounting firm for the year ending December 31, 2021 are as follows:

 

For   Against   Abstain   Broker Non-Votes
237,441,706   1,113,818   1,158,055  

 

Item 7.01 Regulation FD Disclosure

 

At the annual meeting, the Company’s senior management made a presentation on the Company’s business, exploration, development efforts, financial results and condition. A copy of the PPT slides used in connection with the presentation is attached to this report as Exhibit 99.1.

 

The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed or furnished with this report:

 

3.1 Amendment to the Second Amended and Restated Articles of Incorporation

 

10.1 Amendment to the Company’s Amended and Restated Equity Incentive Plan

 

99.1 PPT Slides dated June 28, 2021

 

104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)

 

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SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  McEWEN MINING INC.
   
Date: June 30, 2021 By: /s/ Carmen Diges
    Carmen Diges, General Counsel

 

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