8-K

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: May 22, 2013 (April 3, 2013)

(Date of earliest event reported)

Stillwater Mining Company

(Exact name of registrant as specified in its charter)

DE	001-13053	81-0480654
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1321 Discovery Drive, Billings, Montana	59102
(Address of principal executive offices)	(Zip Code)

(406) 373-8700

(Registrant’s telephone number, including area code)

Not Applicable

(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)

¨ 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 1.04. Mine Safety – Reporting of Shutdowns and Patterns of Violations

On April 3, 2013, Stillwater Mining Company (the “Company”) was issued an oral “imminent danger order” (the “Order”) by the U.S. Department of Labor, Mine Safety and Health Administration under Section 107(a) of the Federal Mine Safety and Health Act of 1977 to stop certain activities that one of the Company’s employees was allegedly conducting at its Stillwater mine. A construction worker was working near the edge of the roof of the batch plant addition, approximately 11 feet above the ground, and was not secured. Mine personnel immediately took corrective action and the Order was terminated.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 20, 2013, the Company announced that it has separated the roles of Chairman and Chief Executive Officer (“CEO”) and that Francis R. McAllister will continue as CEO and president of the Company during an interim period until a new CEO is named. Brian Schweitzer was named Chairman of the Company’s Board of Directors (the “Board”).

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the separation of the roles of Chairman and Chief Executive Officer discussed above, the Board approved an amendment to the Company’s bylaws on May 21, 2013 (the “Bylaws Amendment”) that eliminates the officer positions of Chairman and Vice Chairman and permits the Board to appoint one of its members to serve as Chairman of the Board. The Bylaws Amendment provides that the duties of any Chairman of the Board are to preside at meetings of stockholders and of the Board and to perform such additional functions as the Board may, from time to time, prescribe. This description of the Bylaws Amendment is qualified in its entirety by the full text of the Bylaws Amendment, a copy of which is filed herewith as Exhibit 3.2 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

Following the election of four new directors to the Board on May 2, 2013, the Board on May 17, 2013 elected Brian Schweitzer as Chairman of the Board. A copy of the press release announcing Mr. Schweitzer’s election is attached hereto as Exhibit 99.1. In addition, the Board considered the composition of its committees and appointed new members to its committees with immediate effect as follows:

The Audit Committee will consist of Mick McMullen, Michael Parrett and Gary Sugar, with Michael Parrett serving as the Audit Committee Chair.

The Compensation Committee will consist of Charles Engles, Patrice Merrin and Gary Sugar, with Charles Engles serving as the Compensation Committee Chair.

The Corporate Governance and Nominating Committee will consist of Patrice Merrin, Michael Parrett and Brian Schweitzer, with Patrice Merrin serving as the Corporate Governance and Nominating Committee Chair.

The Technical and Ore Reserve Committee will consist of George M. Bee, Charles Engles, Mick McMullen and Gary A. Sugar, with Mick McMullen serving as the Technical and Ore Reserve Committee Chair.

The Health, Safety and Environment Committee will consist of George M. Bee, Mick McMullen and Brian Schweitzer, with George M. Bee serving as the Health, Safety and Environment Committee Chair.

The Board also constituted two new committees of the Board: a Search Committee and an Executive Committee.

The Search Committee will consist of Charles Engles, Patrice Merrin and Gary Sugar, with Patrice Merrin serving as the Search Committee Chair.

The Executive Committee will consist of George M. Bee, Francis McAllister, Michael Parrett and Brian Schweitzer, with Brian Schweitzer serving as the Executive Committee Chair.

The Board also agreed to reduce the cash compensation paid to non-employee directors by 15% such that commencing on May 16, 2013, non-employee director retainers and meeting fees were decreased to the following amounts: Each non-employee director receives a quarterly retainer of $13,812.50 which may be paid in cash or may be deferred in cash or Common Stock. In addition, the Company pays each non-employee director and committee member $2,125 per meeting of the Board attended and $1,275 per telephonic meeting in which he or she participated. The Audit Committee chair receives an additional annual retainer of $17,000; the Compensation Committee chair receives an additional $12,750 annual retainer, and the other Committee chairs each receive additional annual retainers of $8,500.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.2	Amendment No. 1 to Amended and Restated Bylaws of Stillwater Mining Company, effective May 21, 2012
99.1	Press release of Stillwater Mining Company dated May 20, 2013 announcing certain governance changes.

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.

Dated: May 22, 2013	STILLWATER MINING COMPANY
	By:	/s/ Brent R. Wadman
		Brent R. Wadman
		Corporate Secretary

Exhibit Index

Exhibit No.	Description
3.2	Amendment No. 1 to Amended and Restated Bylaws of Stillwater Mining Company, effective May 21, 2013
99.1	Press release of Stillwater Mining Company dated May 20, 2013 announcing certain governance changes.

EX-3.2

Exhibit 3.2

AMENDMENT NO. 1

TO

AMENDED AND RESTATED BYLAWS

OF

STILLWATER MINING COMPANY

Pursuant to the provisions of the General Corporation law of the State of Delaware and the Amended and Restated Bylaws of Stillwater Mining Company, a Delaware corporation (the “Company”) and the Restated Certificate of Incorporation of the Company (the “Restated Certificate”), the Amended and Restated Bylaws of the Company as currently in effect (the “Existing Bylaws”) are hereby amended as follows:

1. Section 4.3 Section 4.4 and Section 4.5 of the Existing Bylaws are hereby amended and restated in its entirety to be and read as follows:

“Section 4.3 Reserved.”

“Section 4.4 Reserved.”

“Section 4.5 Chief Executive Officer. Subject to the direction and control of the board of directors, the chief executive officer shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall implement and carry out the annual budget and business plan and all other matters approved by the board of directors. He or she may negotiate for, approve and execute contracts, deeds and other instruments on behalf of the Corporation as are necessary and appropriate in the general management of the business of the Corporation or as are approved by the board of directors or any committee designated by the board of directors. He or she shall perform such additional functions and duties as the board of directors may from time to time prescribe. The chief executive officer may delegate a portion of the authority granted to him or her to other officers and employees of the Corporation. Any such delegation by the chief executive officer must be in writing with copies provided to the treasurer and secretary of the Corporation.”

2. A new Section 3.13 is hereby added to the Existing Bylaws, which section shall be and read as follows:

“Section 3.13 Chairman. The board of directors may appoint a director to serve as chairman. The chairman shall preside at all meetings of the stockholders and of the board of directors and shall perform such additional functions and duties as the board of directors may, from time to time prescribe.”

3. Pursuant to Article 6 of the Restated Certificate and Article IX of the Existing Bylaws, this Amendment was approved by the Company’s Board of Directors on May 21, 2013.

4. Except as expressly amended by this Amendment, the Existing Bylaws shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment is hereby executed, effective as of May 21, 2013.

STILLWATER MINING COMPANY

/s/ Brent R. Wadman

Brent R. Wadman

Deputy General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE: May 20, 2013

Stillwater Mining Company Announces Governance Changes

BILLINGS, MONTANA—STILLWATER MINING COMPANY (NYSE:SWC) (TSX: SWC.U) today announced the election of Brian Schweitzer, the former governor of Montana, as Chairman of the Board. Governor Schweitzer, elected to the Board at the Company’s Annual General Meeting of shareholders on May 2, 2013, replaces Frank McAllister as Chairman. Mr. McAllister, who has served as Chairman and Chief Executive Officer (CEO) of the Company since 2001, will continue in the role of CEO and President of the Company during an interim period while the Board seeks a suitable candidate to succeed him. A committee of the Board has been established to carry out the CEO search, which will begin immediately.

Stillwater’s new Chairman, Governor Schweitzer, observed, “Stillwater Mining Company is favored with unique, high quality mineral assets in Montana which hold tremendous promise for the Company’s future. I am honored to have the privilege of working with this new Board of Directors, which includes individuals with long experience and diverse perspectives on the mining industry. Together with the Company’s dedicated and outstanding Montana-based workforce, I believe the Company’s prospects for the future are exceptionally bright.”

Reflecting on his experiences as Chairman of the Company, Mr. McAllister noted, “I have taken immense pleasure from the many warm associations I have enjoyed during my service as Chairman of Stillwater Mining Company. Stillwater has a wonderful workforce and world-class operations. I welcome Governor Schweitzer as the Company’s new Chairman, and I firmly believe that under his leadership, Stillwater will achieve new heights in its performance. I look forward to working with the Governor and the new Board as we complete this leadership transition.”

About Stillwater Mining Company

Stillwater Mining Company is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and the Russian Federation. The Company’s shares are traded on the New York Stock Exchange under the symbol SWC and on the Toronto Stock Exchange under the symbol SWC.U. Information on Stillwater Mining can be found at its website: www.stillwatermining.com.

Some statements contained in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, therefore, involve uncertainties or risks that could cause actual results to differ materially. These statements may contain words such as “desires,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” or similar expressions. Such statements also include, but are not limited to, comments regarding expansion plans, costs, grade, production and recovery rates; permitting; financing needs and the terms of future credit facilities; exchange rates; capital expenditures; increases in processing capacity; cost reduction measures; safety; timing for engineering studies; environmental permitting and compliance; litigating; labor matters; and the palladium, platinum, copper and gold market. These statements are not guarantees of the Company’s future performance and are subject to risks, uncertainties and other important factors that could cause its actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ materially from management’s expectations is found in the section entitled “Risk Factors” in the Company’s 2012 Annual Report on Form 10-K, in its quarterly Form 10-Q filings, and in corresponding filings with Canadian securities regulatory authorities.

The Company intends that the forward-looking statements contained herein be subject to the above-mentioned statutory safe harbors. Investors are cautioned not to rely on forward-looking statements. The Company disclaims any obligation to update forward-looking statements.

INVESTOR CONTACT:

Mike Beckstead

(406) 373-8971