Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Mr. George R. Nethercutt, Jr., a member of our Board of Directors ("Board"),
reached the mandatory retirement age under the Hecla Mining Company's Bylaws and
Corporate Governance Guidelines and was not eligible to stand for re-election at
the Annual Meeting of Shareholders of Hecla Mining Company ("our," "we," or
"Hecla"). As a result, effective as of the conclusion of our Annual Meeting of
Shareholders held on May 19, 2021 ("Annual Meeting"), Mr. Nethercutt is no
longer a director of Hecla. At the time of his retirement, Mr. Nethercutt also
served as a member and of the Board's Compensation Committee, Governance and
Social Responsibility Committee, and the Health, Safety, Environmental and
Technical Committee. Mr. Nethercutt had been a member of Hecla's Board since
2005.
On May 19, 2021, our Board decreased the size of the Board from nine members to
eight members due to the retirement of Mr. Nethercutt at our Annual Meeting.
Item 5.07 - Submission of Matters to a Vote of Security Holders
At the Annual Meeting held on May 19, 2021, our shareholders were asked to
consider and vote upon the following four proposals: (1) election of two
nominees to our Board to hold office until the 2024 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 2021; (3)
approval, on an advisory basis, of the compensation of our named executive
officers; and (4) approval of an amendment to our Hecla Mining Company Key
Employee Deferred Compensation Plan.
On the record date of March 22, 2021, there were 535,333,953 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 by proxy, was
380,049,011 or 71% 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 to serve until the 2024 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 Votes Broker
For Against Abstain Non-Votes
Stephen F. Ralbovsky 310,225,890 3,154,055 1,701,151 64,967,965
Catherine J. Boggs 304,785,173 9,170,359 1,125,514 64,967,965
2
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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, 2021. The following is a breakdown of
the voting results:
Votes Votes
For Against Abstain
370,415,873 7,877,205 1,755,933
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 Votes Broker
For Against Abstain Non-Votes
306,651,473 6,646,205 1,783,368 64,967,965
Proposal 4. Approval of Amendment to the Hecla Mining Company Key Employee
Deferred Compensation Plan. Our shareholders approved the amendment to the plan.
The following is a breakdown of the voting results:
Votes Votes Broker
For Against Abstain Non-Votes
308,426,485 5,243,602 1,410,959 64,967,965
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