HECLA MINING CO/DE/ false 0000719413 0000719413 2024-06-03 2024-06-03 0000719413 us-gaap:CommonStockMember 2024-06-03 2024-06-03 0000719413 us-gaap:SeriesBPreferredStockMember 2024-06-03 2024-06-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 3, 2024

 

 

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

 

 

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)

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.25 per share   HL   New York Stock Exchange
Series B Cumulative Convertible Preferred Stock, par value $0.25 per share   HL-PB   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on May 22, 2024, the Board of Directors (the “Board”) of Hecla Mining Company (the “Company”) appointed Catherine J. Boggs to serve as Interim President and Chief Executive Officer effective May 22, 2024. On June 3, 2024, the Board approved the compensation for Ms. Boggs in connection with her interim role. Ms. Boggs will receive a monthly management fee of $106,000, payable 60% in cash and 40% in shares of Company common stock, pursuant to the terms of the Interim Chief Executive Officer Agreement between the Company and Ms. Boggs, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 8.01

Other Events.

In connection with a recent resignation from the Board, the Company has reclassified Ms. Boggs from a Class II director standing for reelection in 2027 to a Class I director standing for reelection in 2026. This reclassification was necessary because the Company’s Bylaws and Restated Certificate of Incorporation require that the number of directors in each class be as nearly equal as possible.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

10.1    Interim CEO Agreement dated June 6, 2024, between Hecla Mining Company and Catherine J. Boggs.
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

2


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: June 7, 2024

 

3