HLPB Hecla Mining Co. Prfd B

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:

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:

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:

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:

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:

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:

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.