HECLA MINING CO/DE/ — Regulatory Filings 2014

May 23, 2014

8-K 1 hl20140523_8k.htm FORM 8-K hl20140523_8k.htm Created by RDG HTML Converter

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

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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 22, 2014

HECLA MINING COMPANY (Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-8491 (Commission File Number) 77-0664171 (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) N/A (Former name or Former Address, if Changed Since Last Report)

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(b)) ☐ 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))

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 22, 2014, our shareholders were asked to consider and vote upon the following four proposals: (1) elect two directors to our Board of Directors to hold office until the 2017 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (2) ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014; (3) approve an advisory resolution on the Company’s executive compensation; and (4) approve amendments to our Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders.

On the record date of March 24, 2014, there were 342,834,942 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 257,254,632, or 75.03% of the outstanding voting shares 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 2017 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 Withheld	Broker Non-Votes
Phillips S. Baker, Jr.	139,700,859	6,797,617	110,756,156
Dr. Anthony P. Taylor	105,055,806	41,442,670	110,756,156

Proposal 2 . Appointment of BDO USA, LLP as Independent Registered Public Accounting Firm. Our shareholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The following is a breakdown of the voting results:

Votes For	Votes Against	Abstain
246,071,988	8,792,478	2,390,166

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
114,957,883	25,742,124	5,798,469	110,756,156

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Proposal 4 . Approval of Amendments to the Company’s Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders . The following is a breakdown of the voting results on the amendments:

Votes For	Votes Against	Abstain	Broker Non-Votes
140,753,754	4,946,591	798,131	110,756,156

The affirmative vote by at least 80% of the Company’s outstanding shares of common stock eligible to vote was required for approval of Proposal 4. Only 41.05% of the outstanding voted, which was not enough for Proposal 4 to pass.

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 23, 2014

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