--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-155573" form_type: "8-K" ticker: "HL" cik: "0000719413" company_name: "HECLA MINING CO/DE/" filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:36:58.660190+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Hecla Mining annual meeting results: directors elected, BDO ratified, say-on-pay approved; registered agent changed ## Summary - Shareholders elected Phillips S. Baker, Jr. (324.2M for) and George R. Johnson (318.9M for) as directors until 2026. - Ratified BDO USA as independent auditor for 2023 with 384.5M votes for, 13.4M against. - Advisory vote on executive compensation approved with 317.8M for; annual frequency selected (294.9M for one year). - Board amended certificate of incorporation and bylaws to change Delaware registered agent from CT to CSC, effective May 26, 2023. - Total shares outstanding 602.2M; 66.94% of shares represented at meeting (403.2M). ## SEC filing metadata - accession: 0001193125-23-155573 - form_type: 8-K - ticker: HL - cik: 0000719413 - company_name: HECLA MINING CO/DE/ - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/0001193125-23-155573-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/d470998d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-155573 - JSON: https://secwatch.observer/filing/0001193125-23-155573.json - Plain text: https://secwatch.observer/filing/0001193125-23-155573.txt ## Key facts - Governance Changes HECLA MINING CO/DE/: Amended Article II of Restated Certificate of Incorporation to change registered agent from CT to CSC (effective 2023-05-23). - Change: charter amendment - Effective: 2023-05-23 source text: On May 23, 2023, the Board of Directors (“Board”) of Hecla Mining Company (the “Company”) approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation revising Article II to change the registered office address and registered agent in the State of Delaware from The Corporation Trust Company (“CT”) to Corporation Service Company (“CSC”). evidence_url: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/0001193125-23-155573-index.htm - Governance Changes HECLA MINING CO/DE/: Amended Bylaws Article I, Section 1 to change registered agent from CT to CSC (effective 2023-05-23). - Change: bylaw amendment - Effective: 2023-05-23 source text: On May 23, 2023, the Board of the Company approved an amendment to the Company’s Bylaws revising Article I, Section 1 to change the registered office address and registered agent in the State of Delaware from CT to CSC. evidence_url: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/0001193125-23-155573-index.htm - Shareholder Votes HECLA MINING CO/DE/ shareholders approved Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm at the 2023-05-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-26 source text: 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, 2023. The following is a breakdown of the voting results: Votes For Votes Against Abstain 384,522,751 13,372,912 5,267,250 There were no broker non-votes with respect to Proposal 2. evidence_url: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/0001193125-23-155573-index.htm - Shareholder Votes HECLA MINING CO/DE/ shareholders approved Election of Two Director Nominees at the 2023-05-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-26 source text: Proposal 1 . Election of Two Director Nominees . The shareholders elected each of the director nominees proposed by our Board to serve until the 2026 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 Against Abstain Broker Non-Votes Phillips S. Baker, Jr. 324,248,541 3,366,997 1,242,279 74,305,096 George R. Johnson 318,944,718 8,384,795 1,428,304 74,305,096 2 Proposal 2 . Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm. evidence_url: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/0001193125-23-155573-index.htm - Shareholder Votes HECLA MINING CO/DE/ shareholders approved Advisory Vote on Named Executive Compensation at the 2023-05-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-26 source text: Proposal 3 . Advisory Vote on Named 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 317,819,241 9,038,063 2,000,513 74,305,096 evidence_url: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/0001193125-23-155573-index.htm - Shareholder Votes HECLA MINING CO/DE/ shareholders approved Advisory Vote on Frequency of Named Executive Compensation Vote at the 2023-05-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-26 source text: Proposal 4 . Advisory Vote on Frequency of Named 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 Company’s named executive officers: One Year Two Years Three Years Abstain 294,982,852 945,805 30,546,641 2,382,519 There were no broker non-votes with respect to Proposal 4. evidence_url: https://www.sec.gov/Archives/edgar/data/719413/000119312523155573/0001193125-23-155573-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.