HECLA MINING COMPANY (NYSE:HL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure, Election, or Appointment of Directors or
Officers
Dr. Anthony P. Taylor has reached the mandatory retirement age
under the Companys Bylaws and Corporate Governance Guidelines and
was not eligible to stand for re-election at the Annual Meeting.
Dr. Taylor also served as a member and as Chairman of the
Companys Corporate Governance and Directors Nominating Committee,
and was a member of the Health, Safety, Environmental and
Technical Committee, and Compensation Committee. Dr. Taylor had
been a member of the Companys Board since 2002.
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 25, 2017, our shareholders were
asked to consider and vote upon the following eight proposals:
(1) election of two nominees to our Board of Directors to hold
office until the 2020 Annual Meeting of Shareholders or until
their successors are duly elected and qualified; (2)ratification
of the Audit Committees appointment of BDO USA, LLP as our
independent registered public accounting firm for the calendar
year 2017; (3) approval, on an advisory basis, of the
compensation of our named executive officers; (4) approval, on an
advisory basis, of the frequency of the vote on executive
compensation; (5) approval of amended and restated Hecla Mining
Company Stock Plan for Nonemployee Directors; (6) amendment to
our Certificate of Incorporation to increase the number of
authorized shares from 500,000,000 to 750,000,000; (7) amendment
to our Certificate of Incorporation and Bylaws to remove certain
80% supermajority voting provisions; and (8) amendments to our
Certificate of Incorporation and Bylaws to permit shareholders to
call special meetings of shareholders under certain
circumstances.
On the record date of March 27, 2017, there were 395,826,290
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 317,337,927, or 80.17% of the
outstanding shares of common stock of Hecla. For each proposal,
the results of shareholder voting were as follows:
Proposal 1.Election of Two Director Nominees. The
shareholders elected each of the director nominees proposed by
our Board of Directors to serve until the 2020 Annual Meeting of
Shareholders or until such nominees successor is duly elected and
qualified. The following is a breakdown of the voting results:
|
Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
|||||
|
Phillips S. Baker, Jr. |
220,392,882 |
3,506,871 |
828,916 |
92,609,258 |
||||
|
George R. Johnson |
220,336,639 |
2,710,354 |
1,681,676 |
92,609,258 |
Proposal 2. Ratification of the Appointment of BDO
USA, LLP as the Companys 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, 2017. The
following is a breakdown of the voting results:
|
Votes For |
|
Votes Against |
|
Abstain |
|
312,346,372 |
3,176,097 |
1,815,458 |
There were no broker non-votes with respect to Proposal 2.
Proposal 3.Advisory Vote on Executive
Compensation. Our shareholders approved the compensation
of Heclas named executive officers. The following is a
breakdown of the voting results:
|
Votes For |
|
Votes Against |
|
Abstain |
Broker Non-Votes |
|
|
215,914,562 |
7,588,922 |
1,225,185 |
92,609,258 |
Proposal 4.Advisory Vote on Frequency of Executive
Compensation Vote. The following is a breakdown of the
voting results on the advisory vote on the frequency of the
advisory vote on the compensation of the Companys named
executive officers:
|
One Year |
|
Two Years |
|
Three Years |
Abstain |
|
|
164,251,877 |
2,240,746 |
57,201,596 |
1,034,450 |
There were no broker non-votes with respect to Proposal 4.
As a result, we will continue to annually hold an advisory vote
on the executive compensation program for our named executive
officers.
Proposal 5. Approval of Amended and Restated Hecla
Mining Company Stock Plan for Nonemployee Directors. The
following is a breakdown of the voting results on the
amendment:
|
Votes For |
|
Votes Against |
|
Abstain |
Broker Non-Votes |
|
|
207,333,727 |
15,979,225 |
1,415,717 |
92,609,258 |
The affirmative vote of a majority of votes cast at the Annual
Meeting, whether in person or by proxy, was required for
approval of Proposal 5, and thus the proposal was approved.
Proposal 6. Approval of Amendment to the Companys
Certificate of Incorporation to Increase the Number of
Authorized Shares of Common Stock from 500,000,000
to 750,000,000. The following is a breakdown of
the voting results on the amendment:
|
Votes For |
|
Votes Against |
|
Abstain |
|
277,161,310 |
34,407,081 |
5,769,536 |
There were no broker non-votes with respect to Proposal 6.
The affirmative vote of the holders of a majority of
outstanding shares of common stock entitled to vote thereon
was required for approval of Proposal 6, and thus the
proposal was approved. A copy of the Certificate of Amendment
to the Certificate of Incorporation is filed as Exhibit 3.1
to this report.
Proposal 7. Approval of Amendments to the Companys
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 |
|
|
214,732,478 |
8,976,539 |
1,019,652 |
92,609,258 |
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 54.24% of the outstanding shares, which was not
enough for it to pass.
Proposal 8. Approval of Amendments to the Companys
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 |
|
|
219,201,950 |
4,713,205 |
813,514 |
92,609,258 |
The affirmative vote by at least 80% of our outstanding
shares of common stock eligible to vote was required for
approval of Proposal 8. The proposal received the affirmative
vote of only 55.37% of the outstanding shares, which was not
enough for it to pass.
Item 9.01 Financial Statements and
Exhibits
|
(c) |
Exhibits |
|
3.1 |
Certificate of Amendment to the Certificate of |
____________________
* Filed herewith.
About HECLA MINING COMPANY (NYSE:HL)
Hecla Mining Company is engaged in discovering, acquiring, developing and producing silver, gold, lead and zinc. The Company and its subsidiaries provide precious and base metals to the United States and around the world. The Company produces lead, zinc and bulk concentrates, which it markets to custom smelters and brokers, and unrefined bullion bars (dore) containing gold and silver at Greens Creek and Casa Berardi. The Company’s segments include the Greens Creek, Lucky Friday, Casa Berardi units and San Sebastian. It is focused on its San Sebastian project; North Idaho’s Silver Valley; Greens Creek unit on Alaska’s Admiralty Island; the silver-producing district near Durango; the Abitibi region of north-western Quebec, and the Creede district of Southwestern Colorado. The concentrates produced at its Greens Creek and Lucky Friday units contain payable silver, zinc and lead, and the concentrates produced at Greens Creek contain payable gold. HECLA MINING COMPANY (NYSE:HL) Recent Trading Information
HECLA MINING COMPANY (NYSE:HL) closed its last trading session down -0.05 at 5.69 with 5,877,313 shares trading hands.