Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - HECLA MINING CO/DE/ | ex3-1.htm |
| EX-99.1 - EXHIBIT 99.1 - HECLA MINING CO/DE/ | ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 21, 2010
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)
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
5.02(e) Departure of Directors or Certain Officers; Election of
Directors’ Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
A. Compensation of Executive
Officers
Upon recommendation made by the
Compensation Committee to the Board of Directors (the “Board”) of Hecla Mining
Company (the “Company”, “Hecla” or “our”), the base salaries of certain named
executive officers were adjusted as follows:
|
For
the Salary Year
July
1, 2010 to June 30, 2011
|
Previous
Base Salary Rate
|
New
Base
Salary Rate
|
|||||||
|
Don
Poirier
|
Vice
President – Corporate Development
|
$ | 176,000 | $ | 182,000 | ||||
|
Dean
W.A. McDonald
|
Vice
President – Exploration
|
$ | 193,000 | $ | 200,000 | ||||
No other
named executive officer received a base salary increase, including the Chief
Executive Officer.
B.
2010 Annual Incentive
Plan
The Board, based on recommendations of
the Company’s senior management and the Compensation Committee, established
targeted quantitative and qualitative non-quantitative goals for corporate
performance. For 2010, corporate performance quantitative goals
include total gold, silver, lead and zinc production, production costs per ounce
for silver, cost containment, safety, environmental costs and capital
expenditures goals. Corporate qualitative goals include, among other
goals, creating financial flexibility, growth, extension of mine life, and
resolving certain legal issues.
The Chief Executive Officer’s
performance payment for 2010 will be based solely on corporate
performance. The Senior Vice Presidents’ will be based on 60% and the
other Vice Presidents’ performance payments will be based 55% upon corporate
performance.
The Company’s Annual Incentive Plan is
incorporated herein by reference from Exhibit 10.1.
Item
5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On May
25, 2010, following approval by the Company’s shareholders at the Annual Meeting
as reported under Item 5.07, the Company filed Certificate of Amendment to the
Certificate of Incorporation of Hecla Mining Company with the Secretary of State
of the State of Delaware, amending Article IV to increase the number of
authorized shares of common stock from 400,000,000 to 500,000,000. A
copy of the Certificate of Amendment to the Certificate of Incorporation of
Hecla Mining Company is filed as Exhibit 3.1 to this report. The
Company plans to file a Supplemental Listing Application with the New York Stock
Exchange to list the additional 100,000,000 shares of common stock.
2
Item
5.07 – Submission of Matters to a Vote of Security Holders
At our
Annual Meeting of Shareholders held on May 21, 2010, our shareholders were asked
to consider and vote upon the following four proposals: (1) to elect three
directors to our Board of Directors to hold office until the 2013 Annual Meeting
of Shareholders or until their successors are duly elected and qualified;
(2) to approve an amendment to our Certificate of Incorporation increasing
the number of authorized shares of our common stock from 400,000,000 to
500,000,000; (3) to approve the adoption of our 2010 Stock Incentive Plan and to
reserve up to 20,000,000 shares of common stock for issuance under the 2010
Stock Incentive Plan; and (4) to ratify the appointment of BDO Seidman, LLP as
our independent registered public accounting firm for the fiscal year ending
December 31, 2010.
On the
record date of March 23, 2010, there were 242,175,828 shares of the Company’s
common stock issued and outstanding and entitled to vote at the Annual Meeting,
if represented. The count of shares present at the meeting, in person
or proxy, was 164,162,234, or 67.78% of the outstanding voting shares of the
Company. For each proposal, the results of shareholder voting
were as follows:
Proposal
1. Election of three director nominees to serve as
directors, for a term which expires at the annual meeting of shareholders in
2013 or until their successors are duly elected and qualified:
|
Votes For
|
Votes Withheld
|
Broker
Non-Votes
|
||||||||||
|
Ted
Crumley
|
92,108,287 | 4,467,340 | 67,586,607 | |||||||||
|
Terry
V. Rogers
|
92,925,621 | 3,650,006 | 67,586,607 | |||||||||
|
Charles
B. Stanley
|
82,873,418 | 13,702,209 | 67,586,607 | |||||||||
Proposal
2. Approval of an amendment to our Certificate of
Incorporation increasing the number of authorized shares of our common stock
from 400,000,000 to 500,000,000:
|
Votes
For
|
Votes
Against
|
Abstain
|
||||
|
138,258,504
|
25,076,204 | 827,526 |
There
were no broker non-votes with respect to Proposal 2.
Proposal 3. Approval
for the adoption of our 2010 Stock Incentive Plan and to reserve up
to
20,000,000
shares of common stock for issuance under the 2010 Stock Incentive
Plan:
|
Votes
For
|
Votes
Against
|
Abstain
|
Broker
Non-Votes
|
|||||||||
|
69,554,349
|
20,574,056 | 6,447,222 | 67,586,607 | |||||||||
3
Proposal
4. Ratification of the appointment of BDO Seidman, LLP to
serve as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2010:
|
Votes
For
|
Votes
Against
|
Abstain
|
||||||
|
160,343,174
|
1,954,848 | 1,864,212 | ||||||
There
were no broker non-votes with respect to Proposal 4.
At the
Annual Meeting held on May 21, 2010, the Company announced it did not receive
the required votes to pass Proposal 3, and announced that it adjourned that
portion of the Annual Meeting until June 18, 2010, for the purpose of obtaining
the votes of a majority of the outstanding shares on the adoption of the
Company’s 2010 Stock Incentive Plan and the reservation up to 20,000,000 shares
of common stock for issuance under the 2010 Stock Incentive Plan (Proposal
3). The adjourned portion of the meeting will be held at the
Company’s corporate headquarters at 10:00 a.m., Friday, June 18,
2010. The polls will remain open for the purposes of obtaining
additional shareholder votes on Proposal 3. Brokers cannot vote
the shares on this non-routine matter, so shareholders holding shares through a
brokerage firm must vote their shares for the purposes of receiving sufficient
votes to decide on this issue. A news release is attached hereto as
Exhibit 99.1 to this Form 8-K, announcing the adjourned meeting.
Item
9.01 Financial Statements and Exhibits
|
|
(c)
|
Exhibits
|
|
|
3.1
|
Certificate
of Amendment to the Certificate of Incorporation of Hecla Mining Company.
*
|
|
|
10.1
|
Hecla
Mining Company Annual Incentive Plan incorporated by reference herein to
Exhibit 10.5(a) to Registrant’s Form 10-K for the period ended December
31, 2004, filed on March 16, 2005.
(1)
|
|
|
99.1
|
News
Release dated May 26, 2010. *
|
____________________
|
*
|
Filed
herewith.
|
|
(1)
|
Indicates
a management contract or compensatory plan or
arrangement.
|
4
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 26, 2010 | |||
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