Form 8-K - Current report

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): May 17, 2024

HECLA MINING COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-8491

77-0664171

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

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, par value $0.25 per share	HL	New York Stock Exchange
Series B Cumulative Convertible Preferred Stock, par value $0.25 per share	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 held on May 17, 2024, our shareholders were asked to consider and vote upon the following three proposals: (1) election of three nominees to our Board to hold office until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (2) ratification of the Audit Committee’s appointment of BDO USA, P.C. as our independent registered public accounting firm for the calendar year 2024; and (3) approval, on an advisory basis, of the compensation of our named executive officers.

On the record date of March 18, 2024, there were 616,792,499 shares of Hecla common stock issued and outstanding and entitled to vote at the Annual Meeting. The amount of shares present at the meeting, in person or by proxy, was 460,363,191 or 74.63% 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 to serve until the 2027 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
Stephen F. Ralbovsky		301,118,451		84,299,155		802,392		74,143,193
Catherine J. Boggs		378,689,112		6,789,528		741,358
Mark P. Board		356,869,514		28,610,433		740,051

Proposal 2. Ratification of the Appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm. Our shareholders ratified the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The following is a breakdown of the voting results:

Votes

For

Votes

Against

Abstain

433,461,215

24,785,772

2,116,204

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

Proposal 3. Advisory Vote on Named 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

266,467,414

117,994,698

1,757,886

74,143,193

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.


HECLA MINING COMPANY

By:		/s/ David C. Sienko
		David C. Sienko
		Vice President and General Counsel

Dated: May 21, 2024

Document and Entity Information	May 17, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	HECLA MINING CO/DE/
Amendment Flag	false
Entity Central Index Key	0000719413
Document Type	8-K
Document Period End Date	May 17, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-8491
Entity Tax Identification Number	77-0664171
Entity Address, Address Line One	6500 North Mineral Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Coeur d’Alene
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83815-9408
City Area Code	(208)
Local Phone Number	769-4100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.25 per share
Trading Symbol	HL
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series B Cumulative Convertible Preferred Stock, par value $0.25 per share
Trading Symbol	HL-PB
Security Exchange Name	NYSE