When: Thursday,May 26, 2022, at 8:30 a.m. PDT Where: Live webcast online at http://www.virtualshareholdermeeting.com/HL2022 Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in their ownership of our stock. These persons are required by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of copies of such forms, or written representations from certain reporting persons that no such forms were required, we believe that during the calendar year ended December 31, 2015, all filing requirements applicable to our officers, directors and greater than 10% owners of our common stock were complied with.
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GENERAL INFORMATION ABOUT THE MEETING
Record Date, Shares OutstandingThis year, the Annual Meeting will be conducted in person and Quorum
online via live audio webcast. All shareholders are invited to participate either in person or online. If you were a holder of Hecla common stock either as a“shareholder of record”or asparticipating online, participants are encouraged to submit questions during the“beneficial owner”of shares held in street name as of the Record Date, you may vote your shares Annual Meeting by visiting www.virtualshareholdermeeting.com/HL2022. Your attendance at the Annual Meeting does not automatically revoke a proxy previously submitted by you and we encourage shareholders to cast their votes by proxy even if they intend to participate in the Annual Meeting. Shareholders wishing to vote electronically during the Annual Meeting must follow the instructions for voting by logging in to www.virtualshareholdermeeting.com/HL2002. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 8:30 a.m. PDT and we encourage you to access the website prior to the start time. Online access will be available beginning at 8:15 a.m. PDT. The virtual Annual Meeting platform is fully supported across web browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the virtual Annual Meeting. Participants should also allow plenty of time to login to ensure that they can hear streaming audio prior to the start of the Annual Meeting. If you wish to submit a question, you may do so in two ways. If you want to ask a question before the meeting, then beginning at 8:30 a.m. PDT on May 24, 2022, and until 11:59 p.m. PDT on May 25, 2022, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HL2022, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to other matters that are not pertinent to the meeting, may not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints can be sent to our Company email address at hmc-info@hecla-mining.com. We will answer your questions as soon as practical after the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page. 78 www.hecla-mining.com
Frequently Asked Questions What is a “shareholder of record”? A shareholder of record or registered shareholder (“record owner”) is a shareholder whose ownership of Hecla stock is reflected directly on the books and records of our transfer agent, American Stock Transfer & Trust Company. If you hold Hecla stock through a bank, broker, or other intermediary, you are not a shareholder of record. Instead, you hold your stock in “street name,” and the record owner of your shares is usually your bank, broker, or other intermediary. If you are not a record owner, please understand that Hecla does not know that you are a shareholder, or how many shares you own. I want to attend the 2020 Annual Meeting. What procedures must I follow? The Annual Meeting will be conducted in person and virtually. All shareholders will be able to attend the Annual Meeting via webcast by entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials at www.virtualshareholdermeeting.com/HL2022 (“Annual Meeting Website”). If you do not have a control number, you will be able to register as a guest; however, you will not be able to vote or submit questions before or during the meeting. No recording of the Annual Meeting is allowed, including audio and video recording. What can I do if I need technical assistance during the Annual Meeting? If you encounter any difficulties accessing the annual Meeting webcast, please call the technical support number that will be posted on the Annual Meeting Website log-in page. Are there Rules of Conduct for the Annual Meeting? Yes, the Rules of Conduct for the Annual Meeting will be available on the Annual Meeting Website on the date of the Annual Meeting, and at the place of the in person Annual Meeting. The Rules of Conduct will provide information regarding the rules and procedures for participating in the Annual Meeting. What is the “record date” for the Annual Meeting? March 28, 2022 How many shares of Hecla stock are outstanding? As of the Record Date, 380,842,223March 28, 2022, there were 538,906,433 shares of common stock were outstanding and entitled to vote at the Annual Meeting.be voted. Shares of our common stock that are held by us in our treasury are not counted as shares outstanding and will not be voted. Each shareholder has one vote for each share of common stock held as of the Record Date. I understand that a “quorum” of shareholders is required for Hecla to transact business at the Annual Meeting. What constitutes a quorum? A quorum must be present in order for business to be conducted at the Annual Meeting. A quorum consists of the presence at the Annual Meeting, in person or represented by proxy, of a majority of the outstanding shares of our common stock as of the Record Date. Shares represented by proxies marked “Abstain” and “broker non-votes” are counted in determining whether a quorum is present for the transaction of business at the Annual Meeting. A “broker non-vote” occurs when a broker Which Hecla shares will be entitled to vote at the Annual Meeting? Hecla’s common stock ($0.25 par value capital stock) is the only class of security entitled to vote at the Annual Meeting. Each record owner and each shareholder who holds stock in street name at the close of business as of the record date is entitled to one vote for each share held at the meeting, or other nominee holding shares for a beneficial owner does notany adjournment or postponement. How can I vote on a particular proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner.my shares? Votes Required for the Proposals
Under NYSE rules, if ourIf your shares are held in “street name”your name, you have the right to vote your shares at the Annual Meeting by following the instructions listed below. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name. Since a beneficial owner is not the shareholder of
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Frequently Asked Questions record, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from your broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote without participating in the Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker or nominee. In most cases, you will be able to do this by using the Internet, by telephone, or by mail if you received a printed set of the Proxy Materials. To vote by mail: Mark, sign, and date your proxy card; and Return your proxy card in the enclosed postage-paid envelope. To vote by proxy over the Internet: Have your proxy card or Notice available; Log on to the Internet and visit the website noted on your proxy card or Notice (www.proxyvote.com); Follow the instructions provided; and Do not mail your proxy card. To vote by proxy by telephone: Have your proxy card available; Call the toll-free number listed on your proxy card (1-800-690-6903); Follow the recorded instructions; and Do not mail your proxy card. To vote during the Annual Meeting: Shares may be voted at the meeting by completing a ballot online during the meeting at www.virtualshareholdermeeting.com/HL2022;and Shares may be voted in person at the meeting by completing a ballot during the meeting. To vote your 401(k) Plan shares: If you participate in the Hecla Mining Company Capital Accumulation Plan (“401(k) Plan”) and hold shares of our common stock in your 401(k) Plan account as of the Record Date, you will receive a request for voting instructions from the plan trustee (“Vanguard”) with respect to your 401(k) Plan shares. You are entitled to direct Vanguard how to vote your 401(k) Plan shares. If you do not provide voting instructions to Vanguard by 10:00 a.m., Eastern Daylight Time, on May 24, 2022, the Hecla shares in your 401(k) Plan account will be voted by Vanguard in the same proportion as the shares held by Vanguard for which voting instructions have been received from other participants in the 401(k) Plan. May I change or revoke my proxy? Yes. If you are a shareholder of record, you may revoke your proxy and change your vote at any time before your proxy is voted at the Annual Meeting, in any of the following ways: By sending a written notice of revocation to our Corporate Secretary, if such notice is received prior to the vote at the Annual Meeting, at our principal executive offices: Hecla Mining Company, Attn: Corporate Secretary, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, ID 83815-9408. By submitting a later-dated proxy to our Corporate Secretary prior to the vote at the Annual Meeting; or | • | | By voting online during the meeting if you are a “shareholder of record” or a “beneficial owner.” |
If you hold your shares in street name, you should contact your broker for information on how to revoke your voting instructions and provide new voting instructions. If you hold your shares in the 401(k) Plan, you may revoke your previously provided voting instructions by filing with Vanguard either a written notice of revocation or a properly executed proxy bearing a later date prior to the deadline for voting your 401(k) Plan shares. If you hold your Hecla shares outside of the 401(k) Plan, you may vote those shares separately. 80 www.hecla-mining.com
Frequently Asked Questions Will my votes be confidential? Yes. All shareholder meeting proxies, ballots, and tabulations that identify individual shareholders are kept confidential and are not available for examination. In addition, the identity or the vote of any shareholder is not disclosed except as required by law. What is a “broker discretionary voting”? This refers to the NYSE rule allowing brokers to vote their customers’ shares on certain “routine” matters in the Proxy Statement at the brokers’ discretion when they have not received timely voting instructions from their customers. The NYSE rules on broker discretionary voting prohibit banks, brokers, and other intermediaries from voting uninstructed shares on certain matters, including the election for directors. Therefore, if you hold your stock in street name and you do not indicate how you wish to vote,instruct your bank, broker, is only permitted to exercise its discretion to vote your shares on certain “routine” matters. Proposal 1 (Election of Directors), Proposal 2 (Approval of Amendments to the Company’s Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions), Proposal 3 (Approval of Amendments to the Company’s Certificate of Incorporation and Bylaws to Permit Shareholders to Call Special Meetings of Shareholders Under Certain Circumstances), and Proposal 5 (Approval of Executive Compensation), are not “routine” matters, whereas Proposal 4 (Ratification of Appointment of BDO USA, LLP) is a “routine” matter. Accordingly, if you do not direct your brokeror other intermediary how to vote for a director in Proposal 1 or how to vote for Proposals 2, 3 and 5, your broker is not permitted to exercise discretion and is not permitted to vote your shares on such matters. This is called a “broker non-vote.” Proposal 1 – Election of Directors. Pursuant to our Bylaws, each director will be elected by a majority of votes cast at the Annual Meeting, whether in person or by proxy. A properly executed proxy card marked “WITHHOLD” with respect to the election of directors will not be voted (and therefore will not be considered a vote cast) and will not count “FOR” the nominee or nominees for which the vote was withheld. Any shares not voted (whether by abstentions, broker non-votes or otherwise) have the same impact as an instruction to withhold authority in the election of directors, andno votes will not affect the election of directors.be cast on your behalf. It is important that you cast your vote.
You may vote “FOR” the nominees for election as directors, or you may “WITHHOLD” authority to vote for one or more of the nominees.
Please note that this election of directors is an uncontested election, meaning that there is only one candidate for each of the three directorships to be elected at the Annual Meeting. In the future, if an election for a board seat is contested at an annual or special meeting, the candidate who receives the most “FOR” votes would be the winner of the election (assuming a quorum is present at the meeting) because instructions to withhold authority, abstentionAre abstentions and broker non-votes are not considered to be counted as votes cast for purposes of determining a majority vote under our Bylaws. As a result, all director elections under our Bylaws are effectively determined in the same manner as would be the case under a “plurality” voting standard.cast?
Proposal 2 – Approval of Amendments to the Company’s Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions. Approval of this proposal requires the affirmative vote of 80% of our outstanding shares of common stock.No. Abstentions and broker non-votes have the effect of a vote against this proposal.
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Proposal 3 – Approval of Amendments to the Company’s Certificate of Incorporation and Bylaws to Permit Shareholders to Call Special Meetings of Shareholders Under Certain Circumstances. Approval of this proposal requires the affirmative vote of 80% of our outstanding shares of common stock. Abstentions and broker nonvotes have the effect of a vote against this proposal.
Proposal 4 – Ratification of the Appointment of BDO USA, LLP as Independent Auditors. This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Abstentions or shares that are not voted are not counted as votes cast for this purpose.and will have no effect on the outcome of the vote.
How can I contact Hecla’s transfer agent? Contact our transfer agent either by writing American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219, or by telephoning 1-800-937-5449. TheWhat happens if I don’t vote on a proposal on the proxy card?
If you properly sign and return your proxy card or complete your proxy via the telephone or Internet, your shares will be voted as you direct. If you sign and return your proxy card but do not specify how you want your shares voted they will be voted FOR (i) the election of the nominees for Director as set forth under Election of Class III Directors; (ii) ratification of the appointment of ourthe independent registered public accounting firm for calendar year 2016 is considered a “routine” matteraccountants; and brokers that are not directed how to vote are permitted to vote shares held in street name for their clients(iii) approval, on this item. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to ratify the appointmentan advisory basis, of BDO USA, LLP as our independent registered public accounting firm for 2016.
Proposal 5 – Advisory Vote to Approve Executive Compensation. The advisory vote on executive compensation requires the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Abstentions or shares that are not voted are not counted as cast for this purpose.
Even though your vote is advisory and therefore will not be binding on the Company, the Board’s Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.
ProxiesWhat is a Proxy?
A “proxy” is your legal appointment in a written document of another person to vote the shares that you own in accordance with your instructions. The persons you appoint to vote your shares are also called proxies. We have designated Phillips S. Baker, Jr., our President and CEO, and Michael B. White, our Corporate Secretary, asproxiesas proxies for the Annual Meeting. When you sign the proxy card, you appoint Phillips S.each of Messrs. Baker Jr. and Michael B. White as your representatives at the Annual Meeting. As your representatives, they will vote your shares at the Annual Meeting (including any adjournment or postponement) as you have instructed them on your proxy card. Proxies Submitted but not VotedWhat Votes are Required for the Proposals?
If you properly sign and return your proxy card or complete your proxy via the telephone or Internet, your shares will be voted as you direct. If you sign and return your proxy but do not specify how you want your shares voted they will be voted FOR the election of all nominees for Director as set forth under “Election of Directors,” FOR the amendments to the Company’s Certificate of Incorporation and Bylawsto remove certain 80% supermajority voting provisions, FOR the amendments to the Company’s Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances, FOR ratification of the appointment of the independent registered public accountants, and FOR the advisory vote on executive compensation,
Methods of Voting
IfUnder NYSE rules, if your shares are held in yourstreet name and you have the rightdo not indicate how you wish to vote, your broker is only permitted to exercise its discretion to vote your shares on certain “routine” matters. Proposal 2 (Ratify the Appointment of BDO USA, LLP) is a “routine” matter. Proposal 1 (Election of Class III Directors), and Proposal 3 (Approval, on an advisory basis, of our Named Executive Officer Compensation) are “non-routine” matters. Accordingly, if you do not direct your broker how to vote for Proposals 1 or 3, your broker is not permitted to exercise discretion and is not permitted to vote your shares on such matters. This is called a “broker non-vote.”
Proposal 1 – Election of two Class III Directors. Pursuant to our Bylaws, each director will be elected by the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Under a majority of votes cast standard, the shares voted “for” a nominee must exceed the number voted “against” that nominee. Shareholders may vote “for,” “against” or “abstain” with respect to this proposal. Abstentions and broker non-votes are not counted as votes cast, and thus will have no effect on the outcome of the vote. A properly executed proxy card marked “AGAINST” with respect to the election of directors will have an effect on the outcome of the vote. If the votes cast “against” an incumbent director exceed the number of votes cast “for” the 2022 Proxy Statement 81
Frequently Asked Questions director, the director will not be elected, will remain on the board as a holdover director and must stand for election at the next annual meeting of shareholders, absent his or her earlier resignation or removal. See Majority Voting for Directors and Director Resignation Policy on page 13 for a description of our director resignation policy. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on each nominee for election as a director. Proposal 2 – Ratify the Appointment of BDO USA, LLP as our Independent Registered Public Accounting Firm for 2022. Under the Sarbanes-Oxley Act of 2002, the Audit Committee has the sole authority to appoint the independent registered public accounting firm for the Company. However, the Board feels that it is important for the shareholders to approve the selection of BDO USA, LLP. This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Abstentions and broker non-votes are not counted as votes cast, and thus will have no effect on the outcome of the vote. Votes marked “AGAINST” will have an effect on the outcome of the vote. The appointment of our independent registered public accounting firm for calendar year 2022 is considered a “routine” matter and brokers that are not directed how to vote are permitted to vote shares held in street name for their customers on this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2022. Proposal 3 – Approval, on an Advisory Basis, of our Executive Compensation. For more information on approval of our executive compensation see “Proposal 3 – Approval, on an Advisory Basis, of our Executive Compensation” beginning on page 32. The advisory vote on executive compensation will require the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Under a majority of votes cast standard, the shares voted “for” Proposal 3 must exceed the number voted “against” Proposal 3 for the proposal to be approved. Abstentions and broker non-votes are not counted as votes cast for this purpose and will have no effect on the outcome of the vote. Votes marked “AGAINST” will have an effect on the outcome of the vote. Even though your vote is advisory and therefore will not be binding on the Company, the Board’s Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of our NEOs. Discretionary voting by proxies on other matters. Aside from the proposals discussed above, no other proposals have been timely submitted in accordance with our Bylaws, and we do not know of any other proposal that may be presented at the Annual Meeting. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name. Since a beneficial ownerHowever, if any other business is not the shareholder of record, you may not vote these shares in personproperly presented at the Annual Meeting, unless you obtain a “legal proxy” from your broker or nominee that holds your shares, giving you the rightproxy gives authority to Phillips S. Baker, Jr., and Michael B. White to vote theon such matters at their discretion. Assuming there is a proper quorum of shares at the Annual Meeting. Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker or nominee. In most cases, you will be able to do this by using the Internet, by telephone, or by mail if you received a printed set of the Proxy Materials.
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To vote by mail:
● | Mark, sign and date your proxy card; and
| ● | Return your proxy card in the enclosed postage-paid envelope.
|
To vote by proxy over the Internet:
● | Have your proxy card or Notice available;
| ● | Log on to the Internet and visit the website noted on your proxy card or Notice (www.proxyvote.com);
| ● | Follow the instructions provided; and
| ● | Do not mail your proxy card.
|
To vote by proxy by telephone:
● | Have your proxy card available;
| ● | Call the toll-free number listed on your proxy card (1-800-690-6903);
| ● | Follow the recorded instructions; and
| ● | Do not mail your proxy card. |
To vote in person if you are a registered shareholder of record:
● | Attend our Annual Meeting;
| ● | Bring a valid photo identification; and
| ● | Deliver your completed proxy card or ballot in person.
|
To vote in person if you hold your shares in “street name” (through a broker, financial institution or other nominee):
● | Attend our Annual Meeting;
| ● | Bring a valid photo identification; and
| ● | Obtain from your broker a document that allows you to vote the shares held for your benefit, attach that document to your completed proxy card or ballot and deliver it in person.
|
To vote your 401(k) Plan shares:
If you participate in the Hecla Mining Company Capital Accumulation Plan and hold shares of our common stock in your plan account as of the Record Date, you will receive a request for voting instructions from the plan trustee (“Vanguard”) with respect to your plan shares. You are entitled to direct Vanguard how to vote your plan shares. If you do not provide voting instructions to Vanguard by 11:59 p.m., Eastern Daylight Time, on May 18, 2016, the Hecla shares in your plan account will be voted by Vanguard in the same proportion as the shares held by Vanguard for which voting instructions have been received from other participants in the plan.
Deadline for Voting
The deadline for voting by telephone or electronically is 11:59 p.m., Eastern Time, on May 18, 2016. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.
Revoking a Proxy
If you are a shareholder of record, you may revoke your proxy and change your vote at any time before your proxy is votedrepresented at the Annual Meeting, how many shares are required to approve the proposals being voted upon in any of the following ways:this Proxy Statement?
● | | | | | | | | Proposal | | Vote Required | | By sending a written noticeDo abstentions count
as votes cast? | | Is broker discretionary voting allowed? | Election of revocation to our Corporate Secretary, if such notice is received prior toClass III Directors | | Majority of votes cast | | No | | No | Ratify the vote at the Annual Meeting, at our principal executive offices:Appointment of BDO LLP | | Majority of votes cast | | No | | Yes | | Advisory Vote on Executive Compensation * | | Majority of votes cast | | No | | No |
| * | Advisory and non-binding |
Hecla Mining Company
Attn: Corporate Secretary
6500 N. Mineral Drive, Suite 200
Coeur d’Alene, ID 83815-9408
● | By submitting a later-dated proxy to our Corporate Secretary prior to82 www.hecla-mining.com
Frequently Asked Questions Where can I find the vote at the Annual Meeting; or
| ● | By voting in person at the Annual Meeting.
|
If you hold your shares in street name, you should contact your broker for information on how to revoke your voting instructions and provide new voting instructions.
If you hold your shares in the Hecla Mining Company Capital Accumulation Plan, you may revoke your previously provided voting instructions by filing with Vanguard either a written notice of revocation or a properly executed proxy bearing a later date prior to the deadline for voting plan shares. If you hold your Hecla shares outside of the plan, you may vote those shares separately.
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Costs of Solicitation
We will bear all costs and expenses relating to the solicitation of proxies, including the costs of preparing, assembling, printing, mailing and distributing these Proxy Materials. We have hired Broadridge to assist us in mailing these Proxy Materials. Additionally, we have retained Morrow & Co., LLC, 470 West Ave., Stamford, Connecticut to assist in the solicitation of votes for an estimated fee of $8,000, plus reimbursement of certain out-of-pocket expenses. Solicitations may be made personally or by mail, facsimile, telephone, or via the Internet. However, if you choose to access the Proxy Materials over the Internet, youare responsible for any Internet access charges you may incur. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of the shares of common stock held by such persons, and we will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with such activities.
Resultsresults of the Annual MeetingMeeting?
Preliminary voting results will be announced at the Annual Meeting. We will publish finalthe results in a Current Report on Form 8-K that we expect to file with the SEC within four business days of the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting the SEC’s website at www.sec.gov,www.sec.gov/edgar.shtml, visiting our website at www.hecla-mining.com under “Investors,” and then selecting “Financial Reports & Filings,” or contacting our Investor Relations Department by writing to Investor Relations Department, Hecla Mining Company, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, ID 83815-9408 or by sending an email to hmc-info@hecla-mining.com. Annual Report
OurI received a Notice of Internet Availability of Proxy Materials. What does this mean?
Consistent with common practice and in accordance with SEC rules, Hecla is distributing proxy materials to some shareholders over the Internet by sending a Notice of Internet Availability of Proxy Materials (“Notice”) that explains how to access our Proxy Materials and vote online. If you received a Notice and would like a printed copy of the proxy materials (including the Annual Report, Proxy Statement, and a proxy card in the case of record owners, or a voting instruction form in the case of shareholders holding shares in street name), please follow the instructions included in your Notice. I received my proxy materials in hard copy. How may I arrange to Shareholders, consistingreceive electronic delivery of our Form 10-K for the year ended December 31, 2015, and other information, is being made available to shareholders with this Proxy Statement. Shareholders may obtain a copy of our Annual Report for the calendar year ended December 31, 2015, without cost, by written or oral request to: Hecla Mining Company
Attention: Jeanne DuPont
6500 N. Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
Telephone: 208-769-4100
You can also access our SEC filings, including ourMaterials, Annual Reports, on Form 10-K,News Releases, and all amendments thereto, ondocuments filed with the SEC website at https://www.sec.gov/edgar.shtml orSEC?
We want to communicate with you in the way that is most convenient for you. Our Proxy Materials are available on our website at http://www.hecla-mining.com. Householding Instead of receiving paper copies of next year’s Proxy Materials by mail, you can elect to receive an email message that will provide a link to those documents online. By opting to access your Proxy Materials online, you will:
Gain faster access to your Proxy Materials; Save us the cost of producing and mailing documents to you; and Help preserve environmental resources. If you are a shareholder of record, you may request and consent to electronic delivery of future Proxy Materials by following the instructions on your proxy card or by visiting our website at www.hecla-mining.com under “Investors,” and then selecting “Electronic Proxy Request.” If your shares are held in street name, please contact your broker, and ask about the availability of electronic delivery. If you select electronic delivery, we will discontinue mailing the Proxy Materials to you beginning next year and you will be sent an email message notifying you of the Internet address or addresses where you may access the Proxy Materials. You can receive a free paper or email copy of this year’s Proxy Materials by requesting prior to May 12, 2022. If you would like to request a copy of the Proxy Materials for this and/or future shareholder meetings, you may (i) visit www.proxyvote.com, (ii) call 1-800- 579-1639, or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated on your Notice) in the subject line. Your consent to electronic delivery will remain in effect until you revoke it. If you selected electronic delivery last year, we will not mail the Proxy Materials to you this year and you will receive an email message with the Internet address where you may access the Proxy Materials for the current year. Shareholders may also elect to receive notice of our filings with the SEC, annual reports, and news releases by email. You may sign up for this service by visiting our website at www.hecla-mining.com under “Investors” and selecting “Receive Email Alerts.” What is “householding” and does Hecla do this? Many brokerage firms, financial institutions and transfer agents have instituted “householding” procedures for beneficial owners and shareholders of record. Householding is when a single copy of our Proxy Materials is sent to a household in which two or more shareholders reside if they appear to be members of the same family. This practice is designed to reduce duplicate mailings and save significant printing and postage costs, as well as natural resources. If you are a beneficial owner, you may have received householding information from your broker, financial institution, or other nominee shareholder in the past. Please contact the shareholder of record directly if you have 2022 Proxy Statement 83
Frequently Asked Questions questions, require additional copies of our Proxy Materials,or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the shareholder of record if you wish to institute householding. These options are available to you at any time. 86 www.hecla-mining.com | |
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GENERAL INFORMATION ABOUT THE MEETING |
Shareholders of record who share an address and would like to receive a separate copy of our Proxy Materials for future annual meetings, or have questions regarding the householding process, may contact our transfer agent, American Stock Transfer & Trust Company, either by written request or by telephone at the address and telephone number listed above.at: American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219 – Telephone: 1-800-937-5449. By contacting American Stock Transfer & Trust Company, shareholders of record sharing an address can also request delivery of multiple copies of our Proxy Materials in the future. Who is making this proxy solicitation and approximately how much will these solicitation activities cost? We will bear all costs and expenses relating to the solicitation of proxies, including the costs of preparing, assembling, printing, mailing, and distributing these Proxy Materials. We have hired Broadridge to assist us in mailing these Proxy Materials. Additionally, we have retained Morrow Sodali LLC, 333 Ludlow Street, Fifth Floor, South tower, Stamford, Connecticut to assist in the solicitation of votes for an estimated fee of $9,000, plus reimbursement of certain Electronic Delivery ofout-of-pocket expenses. Solicitations may be made personally or by mail, facsimile, telephone, or via the Internet. However, if you choose to access the Proxy Materials over the Internet, you are responsible for any Internet access charges you may incur. Arrangements will be made with brokerage firms and other custodians, nominees, and fiduciaries for forwarding solicitation materials to the beneficial owners of the shares of common stock held by such persons, and we will reimburse such brokerage firms, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with such activities. Where can I get a copy of Hecla’s Annual Report? Our Annual Report to Shareholders, consisting of our Form 10-K for the year ended December 31, 2021, and other information, is being made available to shareholders with this Proxy Statement. Shareholders may obtain a copy of our Annual Report for the calendar year ended December 31, 2021, without cost, by written or oral request to: Hecla Mining Company, Attention: Investor Relations, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho 83815-9408 – Telephone: 208-769-4100 You can also access our SEC filings, including our Annual Reports News Releaseson Form 10-K, and Documents Filed withall amendments thereto, on the Securities and Exchange Commission We want to communicate with you in the way that is most convenient for you. You may choose to receive either a full set of printed materials – which will include an Annual Report, Proxy Statement, and proxy card (“Proxy Materials”) –SEC website at www.sec.gov/edgar.shtml or an email with instructions for how to view the materials and vote online. If you are a shareholder of record, you may request and consent to electronic delivery of future Proxy Materials by following the instructions on your proxy card or by visiting our website at http://www.hecla-mining.com under “Investors,” selecting “Annual Reports,” and then selecting “Electronic Proxy Request.“Financial Reports & Filings.” If your shares are held in street name, please contact your broker and ask
Where can I find additional information about the availability of electronic delivery. If you select electronic delivery, we will discontinue mailing the Proxy Materials to you beginning next year and you will be sent an email messagenotifying you of the Internet address or addresses where you may access the Proxy Materials. Your consent to electronic delivery will remain in effect until you revoke it. If you selected electronic delivery last year, we will not mail the Proxy Materials to you this year and you will receive an email message with the Internet address where you may access the Proxy Materials for the current year. This process is designed to expedite shareholders’ receipt of Proxy Materials, lower the cost of the Annual Meeting, and help conserve natural resources.Hecla? Shareholders may also elect to receive noticeThe principal executive office of our filings with the SEC, annual reports and news releases by email. You may sign up for this service by visiting our website at http://www.hecla-mining.com under “Investors” and selecting “Subscribe for Updates”.
Shareholder List
A list of shareholders eligible to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 19, 2016, at Hecla’scorporate offices,Company is located at 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho 83815. Our telephone number at this address is 208-769-4100. Our common stock is traded on the NYSE under the symbol “HL.”
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-Kand other information with the SEC. As an electronic filer, our public filings are maintained on the SEC’s Internet site that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov/edgar.shtml. Our annual report for the year ended December 31, 2021, including financial statements and schedules, is included with this Proxy Statement. We maintain a company website at www.hecla-mining.com from which you can alternatively access the reports we file with the SEC. Our committee charters and other important corporate governance documents are also available on our website. 84 www.hecla-mining.com
Frequently Asked Questions Other than the items in the Proxy Statement, what other items of business will be addressed at the offices of Paine Hamblen LLP, located at 717 West Sprague Avenue, Suite 1200, Spokane, Washington.
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PROVISIONS OF HECLA’S BYLAWS WITH RESPECT TO SHAREHOLDER
PROPOSALS AND NOMINATIONS FOR ELECTION AS DIRECTORS |
PROVISIONS OF HECLA’S BYLAWS WITH RESPECT TO SHAREHOLDER PROPOSALS AND NOMINATIONS FOR ELECTION AS DIRECTORS
You may submit proposals for consideration at future annual shareholder meetings, including director nominations, as follows:
Shareholder proposals at the 2017 Annual Meeting of Shareholders
Our Bylaws establish procedures governing the eligibility of nominees for election to our Board, and the proposal of business to be considered by our shareholders at an Annual Meeting of Shareholders. For nominations or other business to be properly brought before an Annual Meeting of Shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to our Corporate Secretary. To be timely, a shareholder’s notice shall be delivered to our Corporate Secretary at our principal executive offices located at 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting of Shareholders;provided, however, that in the event the date of the Annual Meeting of Shareholders is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 120th day prior to such Annual Meeting of Shareholders and not later than the close of business on the later of the 90th day prior to such Annual Meeting of Shareholders or the 10th day following the day on which public announcement of the date of such meeting is first made. Adjournment of a meeting shall not commence a new time period for giving shareholder’s notice as described above. Such shareholder’s notice shall set forth:
(a) | | As to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and Rule 14a-11 thereunder, including such person’s written consent to being named in our Proxy Statement as a nominee and to serve as a director if elected; | |
(b) | | As to any other business that the shareholder proposes to bring before the meeting, if the shareholder has not otherwise complied with the rules and regulations under the Exchange Act for the inclusion of a shareholder proposal in our Proxy Statement, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and | | (c) | | As to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: | | | | (i) | | the name and address of such shareholder, as they appear on the Company’s books, and of such beneficial owner; and | | | | (ii) | | the class and number of Company shares which are owned beneficially and of record by such shareholder or beneficial owner. |
The applicable time period for timely shareholder submissions pursuant to the above provisions for the 2017 Annual Meeting of Shareholders is January 19, 2017 (the 120th day preceding the anniversary of the 2016 Annual Meeting) to February 18, 2017 (the 90th day preceding such anniversary).
The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in the Bylaws and, if any proposed nomination or business is not in compliance with the Bylaws, to declare that such defective proposal shall be disregarded. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority.
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PROVISIONS OF HECLA’S BYLAWS WITH RESPECT TO SHAREHOLDER
PROPOSALS AND NOMINATIONS FOR ELECTION AS DIRECTORS |
Shareholder proposals to be included in next year’s Proxy Statement
In addition to the foregoing section, we will comply with Rule 14a-8 under the Exchange Act with respect to any shareholder proposals that meet that rule’s requirements. We will review shareholder proposals intended to be included in our Proxy Statement for the 2017 Annual Meeting of Shareholders which are received by us at our principal executive offices located at 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, nolater than December 5, 2016. Such proposals must be submitted in writing and should be sent to the attention of our Corporate Secretary.
You may contact the Corporate Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates.
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OTHER BUSINESSMeeting?
As of the date of this Proxy Statement, the Board is not aware of any matters that will be presented for action at the Annual Meeting other than those described above. However, should other business properly be brought before the Annual Meeting, the proxies will be voted thereon at the discretion of the persons acting thereunder. | | By Order of the Board of Directors |  |  | Michael B. White
Corporate Secretary |
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TableTo the extent that this proxy statement is incorporated by reference into any other filing by the Company under the Securities Act of Contents1933 or the Securities Exchange Act of 1934, the sections of this proxy statement entitled Compensation Committee Report and Audit Committee Report (to the extent permitted by SEC rules) will not be deemed incorporated, unless specifically provided otherwise in such filing.
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APPENDIX A Certificate of Incorporation
ARTICLE V
Bylaws
In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation by a majority vote of the entire Board at any regular or special meeting of the Board; provided, however that, notwithstanding anything contained in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to (i) alter, amend or repeal any provision of the Bylaws which is substantially identical to and/or implements the last sentence inSection 4 of Article IV, or Articles VI, VII (subject to the proviso at the end of this sentence) or VIII, of this Certificate of Incorporation, or (ii) alter, amend or repeal any provision of this proviso to Article V;further provided that, notwithstanding anything contained in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 66.67% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to (i) alter, amend or repeal any provision of the Bylaws which is substantially identical to and/or implements the last sentence of Article VII of this Certificate of Incorporation, or (ii) alter, amend or repeal this further proviso to Article V.
ARTICLE VII.
Actions by Shareholders
Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders. Special meetings of shareholders of the Corporation may be called only by the Board pursuant to a resolution approved by a majority of the entire Board.Except as set forth in the final sentence of this Article VII, andNnotwithstanding anythingelse contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article VII.Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66.67% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal the second and final sentences of this Article VII.
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APPENDIX B
BYLAWS
ARTICLE VI.
Amendments
These Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of shareholders or at any special meeting thereof if notice of the proposed alteration or repeal of Bylaws to be made be contained in the notice of such meeting, by the affirmative vote of the holders of a majority of the total voting power of all outstanding shares of the voting stock of the Corporation. These bylaws may also be altered or repealed and Bylaws may be made by the affirmative vote of a majority of the Board of Directors, at any annual or regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice of the proposed alteration or repeal, or Bylaw or Bylaws to be made,, be contained in the notice of such special meeting.
Notwithstanding anything contained in these Bylaws to the contrary,(i) the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Section 4, (subject to clause (ii) below) or 6 of Article II, Section 1, 2 or 3 of Article III, of these Bylaws,and (ii) notwithstanding the foregoing, the affirmative vote of the holders of at least 66.67% of the voting power of all of the shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal the first sentence of Section 4 of Article II of these Bylaws.
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APPENDIX C
CERTIFICATE OF INCORPORATION
ARTICLE VII.
Actions by Shareholders
Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders. Special meetings of shareholders of the Corporation may be called only by the Board pursuant to a resolution approved by a majority of the entire Board,except as otherwise permitted by the Bylaws of the Corporation. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article VII.
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APPENDIX D
BYLAWS
ARTICLE II.
Meetings of Shareholders
Section 1.Annual Meetings. Annual meetings of shareholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of shareholders shall be held at the principal executive office of the Corporation at 10:00 a.m. on the first Wednesday in May. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. The annual meeting may be adjourned by the chairman of the meeting from time to time and place to place. At any adjourned annual meeting the Corporation may transact any business which might have been transacted at the original annual meeting. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled annual meeting of shareholders upon public notice or disclosure given prior to the date previously scheduled for such meeting of shareholders.
Section 2.Voting. Each shareholder who is entitled to vote pursuant to the terms of the Certificate of Incorporation and these Bylaws, or who is entitled to vote pursuant to the laws of the State of Delaware, shall be entitled to vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors and all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation, these Bylaws or the laws of the State of Delaware.
A complete list of the shareholders entitled to vote at any meeting of shareholders at which directors are to be elected, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.
The CEO shall appoint three Inspectors of Election prior to each meeting of shareholders. Upon his or her appointment, each such Inspector shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and to the best of his or her ability. Such Inspectors shall determine the number of shares outstanding, the voting power of each such share, the number of shares present at the meeting and whether a quorum is present at such meeting. The Inspectors shall receive votes and ballots and shall determine all challenges and questions as to the right to vote and shall thereafter count and tabulate all votes and ballots and determine the result. Such Inspectors shall do such further acts as are proper to conduct the elections of directors and the vote on other matters with fairness to all shareholders. The Inspectors shall make a certificate of the results of the elections of directors and the vote on other matters. No Inspector shall be a candidate for election as a director of the Corporation nor shall any such candidate be appointed an Inspector.
Section 3.Quorum. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of shareholders holding a majority of the voting power of the outstanding stock of the Corporation shall constitute a quorum at all meetings of the shareholders. In case a quorum shall not be present at any meeting, a majority in interest of the shareholders entitled to vote thereat, present in person or by proxy or the chairman of the meeting, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present; provided, however, that if such adjournment is for more than thirty days, or if after such adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at
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such adjourned meeting. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those shareholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof unless the Board of Directors shall have fixed a new record date for such adjournment or adjournments pursuant to Section 4 of Article V of these Bylaws.
Section 4.Special Meetings.
(A) General.
Special meetings of shareholders may be called only by(i) the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, or (ii) solely to the extent required by Section 4(B), the Secretary of the Corporation. Special meetings of shareholders may be held at such place, either within or without the State of Delaware, and at such time and date as shall be stated in the notice of the meeting. The special meeting may be adjourned by the chairman of the special meeting from time to tie and place to place. At any adjourned special meeting the Corporation may transact any business which might have been transacted at the original special meeting. The Board of Directors acting by resolution approved by a majority of the entire Board of Directors may postpone and reschedule any previously scheduled special meeting of shareholders upon public notice or disclosure given prior to the date previously scheduled for such meeting of shareholders.
(B)Shareholder Requested Special Meetings.
| (1) | Special meetings of the shareholders (each a “Shareholder Requested Special Meeting”) shall be called by the Secretary upon the written request of a shareholder (or a group of shareholders formed for the purpose of making such request) who or which has held at least 25% Net Long Beneficial Ownership (as defined below) of the outstanding common stock of the Corporation continuously for at least 120 days as of the date of submission of the request (the “Requisite Percent”). Compliance by the requesting shareholder or group of shareholders with the requirements of this section and related provisions of these bylaws shall be determined in good faith by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the shareholders. | | | | | “Net Long Beneficial Ownership” (and its correlative terms), when used to describe the nature of a shareholder’s ownership of common stock of the Corporation, shall mean those shares of common stock of the Corporation as to which the shareholder in question possesses (x) the sole power to vote or direct the voting, (y) the sole economic incidents of ownership (including the sole right to profits and the sole risk of loss), and (z) the sole power to dispose of or direct the disposition. The number of shares calculated in accordance with clauses (x), (y) and (z) shall not include any shares (1) sold by such shareholder in any transaction that has not been settled or closed, (2) borrowed by such shareholder for any purposes or purchased by such shareholder pursuant to an agreement to resell or (3) subject to any option, warrant, derivative or other agreement or understanding, whether any such arrangement is to be settled with shares of common stock of the Corporation or with cash based on the notional amount of shares subject thereto, in any such case which has, or is intended to have, the purpose or effect of (A) reducing in any manner, to any extent or at any time in the future, such shareholder’s rights to vote or direct the voting and full rights to dispose or direct the disposition of any of such shares or (B) offsetting to any degree gain or loss arising from the sole economic ownership of such shares by such shareholder. | | | | (2) | A request for a Shareholder Requested Special Meeting must be signed by the Requisite Percent of the record holders (or their duly authorized agents) and be delivered to the Secretary at the principal executive offices of the Corporation by registered mail, return receipt requested. | | | | | Such request shall (A) set forth a statement of the specific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting, (B) bear the date of signature of each shareholder (or duly authorized agent) signing the request, (C) include (w) the name and address, as they appear in the Corporation’s stock ledger, of each shareholder signing such request (or on whose behalf the Shareholder |
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| | Special Meeting Request is signed), (x) the class, if applicable, and the number of shares of common stock of the Corporation that are owned of record and beneficially by each such shareholders, (y) documentary evidence of such shareholder’s record and beneficial ownership of such stock and (z) a certification from each such shareholder that the shareholders signing the request in the aggregate satisfy the Net Long Beneficial Ownership requirement of these Bylaws, (D) set forth all information relating to each such shareholder (and if the matter proposed to be acted on at such special meeting involves the election of directors, each person whom the shareholder proposes to nominate for election) that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) describe any material interest of each such shareholder in the specific purpose or purposes of the meeting, and (F) include an acknowledgement by each shareholder and any duly authorized agent that any disposition of shares of common stock of the Corporation as to which such shareholder has Net Long Beneficial Ownership as of the date of delivery of the special meeting request and prior to the record date for the proposed meeting requested by such shareholder shall constitute a revocation of such request with respect to such shares. In addition, the shareholder and any duly authorized agent shall promptly provide any other information reasonably requested by the Corporation to allow it to satisfy its obligations under applicable law. | | | | | Any requesting shareholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary at the principal executive offices of the Corporation. If, following such revocation at any time before the date of the Shareholder Requested Special Meeting, the remaining requests are from shareholders holding in the aggregate less than the Requisite Percent, the Board of Directors, in its discretion, may cancel the Shareholder Requested Special Meeting. | | | | (3) | Notwithstanding the foregoing, the Secretary shall not be required to call a special meeting of shareholders if (A) the request for such special meeting does not comply with this Section 4(B), (B) the Board of Directors has called or calls an annual or special meeting of shareholders to be held not later than ninety (90) days after the date on which a valid request has been delivered to the Secretary (the “Delivery Date”), (C) the request is received by the Secretary during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, D) the request contains an identical or substantially similar item (a “Similar Item”) to an item that was presented at any meeting of shareholders held within one hundred and twenty (120) days prior to the Delivery Date (and, for purposes of this clause (D) the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (E) the request relates to an item of business that is not a proper subject for action by the shareholders of the Corporation under applicable law, or (F) the request was made in a manner that involved or would involve a violation of Regulation 14A under the Exchange Act or other applicable law. | | | | (4) | Any Shareholder Requested Special Meeting shall be held at such date, time and place within or without the state of Delaware as may be fixed by the Board of Directors; provided, however, that the date of any Shareholder Requested Special Meeting shall be not more than sixty (60) days after the record date for such meeting (the “Meeting Record Date”), which shall be fixed in accordance with Article V, Section 4 of these Bylaws, provided that, in no event shall the Meeting Record Date be more than twenty (20) days after the date on which a valid request for a Shareholder Requested Special Meeting, which complies with the requirements of this section and related provisions of these Bylaws, is delivered to the Secretary of the Corporation. In fixing a date and time for any Shareholder Requested Special Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the special meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. | | | | (5) | Business transacted at any Shareholder Requested Special Meeting shall be limited to the purpose(s) stated in the request; provided, however, that nothing herein shall prohibit the Corporation from submitting additional matters to a vote of the shareholders at any Shareholder Requested Special Meeting. |
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Section 5.Notice of Meetings. Written notice, stating the place, date and time of any annual or special meeting of shareholders, and the general nature of the business to be considered thereat, shall be given to each shareholder entitled to vote at such meeting at his address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.
Section 6.Shareholder Action. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders.
Section 7.Chairman of a Meeting. At each meeting of the shareholders the Chairman of the Board, or if he shall be absent therefrom, the President, or if he shall be absent therefrom, another officer of the Corporation chosen by the Board of Directors, shall act as chairman of the meeting or preside thereat.
Section 8.
(A)Annual Meetings of Shareholders.
| (1) | Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Corporation who was a shareholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this By-Law. | | | | (2) | For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this By-Law, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the 120thday prior to such annual meeting and not later than the close of business on the later of the 90thday prior to such annual meeting or the 10thday following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act’) and Rule 14a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf of the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner. | | | | (3) | Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be |
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delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.
(B)Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2)provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote at the meeting andwho (y) in the case of a special meeting of shareholders called pursuant to clause (i) of the first sentence of Section (4)(A) of Article II of these Bylaws, complies with the notice procedures set forth in this By-Law, or (z) in the case of a Shareholder Requested Special Meeting, complies with the requirements set forth in section 4(B) of Article II of these Bylaws. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors, any such shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if(i) in the case of a special meeting of shareholders called pursuant to clause (i) of the first sentence of Section (4)(A) of Article II of these Bylaws, the shareholder’s notice required by paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting, or (ii) in the case of a Shareholder Requested Special Meeting, the shareholder complies with the requirements set forth in Section 4(b) of Article II of these Bylaws. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholder’s notice as described above.
(C) General.
| (1) | | Only such persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. The Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal shall be disregarded. | | | | (2) | | For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. | | | | (3) | | Notwithstanding the foregoing provision of this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights of (i) shareholders to request inclusion of the proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of any series of Preferred Stock to elect directors under specified circumstances. |
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APPENDIX E
Reconciliation of Non-GAAP Measures to GAAP Reconciliation of Earnings Before Interest, Taxes, Depreciation, and Amortization (non-GAAP) to Net Income (Loss) (GAAP) |
Reconciliation of Cash Provided by Operating Activities (GAAP) to Free Cash Flow (non-GAAP) The non-GAAP measure of free cash flow is calculated as net cash provided by operating activities (GAAP) less additions to properties, plants, equipment and mineral interests (GAAP). Management believes that, when presented in conjunction with comparable GAAP measures, free cash flow is useful to investors in evaluating our operating performance. The following table reconciles net cash provided by operating activities to free cash flow: | | | | | Dollars are in thousands | | December 31,
2021 | | Net cash provided by operating activities (GAAP) | | $ | 220,337 | | Less: Additions to properties, plants, equipment and mineral interests (GAAP) | | | (109,048 | ) | | | | | | Free cash flow10 | | $ | 111,289 | | | | | | |
Reconciliation of Mine Site Cash Provided by Operating Activities (GAAP) to Mine Site Operating Cash Flow Less Capital (non-GAAP) The non-GAAP measure of mine site operating cash flow less capital, which is a performance measure for our LTIP, is calculated as mine site cash provided by operating activities, less additions to properties, plants, equipment and mineral interests. Management believes that, when presented in conjunction with comparable GAAP measures, mine site operating cash flow less capital is useful to investors in evaluating our operating performance. The following table reconciles mine site cash provided by operating activities to mine site operating cash flow less capital: | | | | | Dollars are in thousands | | December 31,
2021 | | Mine site cash provided by operating activities | | $ | 445,927 | | Less: Additions to properties, plants equipment and mineral interests | | | (289,821 | ) | | | | | | Mine site operating cash flow less capital | | $ | 156,106 | | | | | | |
Reconciliation of Net Income (Loss) (GAAP) to Earnings Before Interest, Taxes, Depreciation, and Amortization (non-GAAP) The non-GAAP measure of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is calculated as net income (loss) before the following items: interest expense, income tax benefit provision, (benefit), and depreciation, depletion, and amortization expense. Management believes that, when presented in conjunction with comparable GAAP measures, EBITDA is useful to investors in evaluating our operating performance. The table below presents reconciliations between the non-GAAP measure EBITDA to the GAAP measure of net income (loss)loss to the non-GAAP measure EBITDA for the years ended December 31, 2015, 20142021, 2020 and 20132019 (in thousands). | | Year ended December 31, | | | | 2015 | | | | 2014 | | | | 2013 | | | Net income (loss) (GAAP) | | $ | (86,968 | ) | | $ | 17,824 | | | $ | (25,130 | ) | | Interest expense, net of amount capitalized1 | | | 25,389 | | | | 26,775 | | | | 21,689 | | | Income tax provision (benefit) | | | 56,310 | | | | (5,240 | ) | | | (9,795 | ) | | Depreciation, depletion, and amortization | | | 112,585 | | | | 112,173 | | | | 82,366 | | | EBITDA | | $ | 107,316 | | | $ | 151,532 | | | $ | 69,130 | |
1 | On April 12, 2013, we completed an offering of $500 million in aggregate principal amount of our Senior Notes due May 1, 2021 (the “Notes”), and issued additional Notes in 2014 to fund one of our defined benefit pension plans. SeeNote 6ofNotes to Consolidated Financial Statementsin our Form 10-K for the calendar year ended December 31, 2015, for more information. The Notes bear interest at a rate of 6.875% per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for. Interest on the Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013. |
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| | 2016 Proxy StatementE-1 |
| | | | | | | | | | | | | | | | Year ended December 31, | | | | | 2021 | | | 2020 | | | 2019 | | Net income (loss) (GAAP) | | $ | 35,095 | | | $ | (9,457 | ) | | $ | (94,909 | ) | Interest expense | | | 41,945 | | | | 49,569 | | | | 48,447 | | Income tax (benefit) provision | | | (29,569 | ) | | | 8,199 | | | | (18,318 | ) | Depreciation, depletion, and amortization | | | 172,651 | | | | 155,006 | | | | 196,408 | | | | | | | | | | | | | | | EBITDA | | $ | 220,122 | | | $ | 203,317 | | | $ | 131,628 | | | | | | | | | | | | | | |
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APPENDIX E10 | Free cash flow is calculated as cash provided by operating activities (GAAP) less additions to properties, plans, equipment, and mineral interests (GAAP). Free cash flow is a measure used by management to evaluate the Company’s operating performance but should not be considered as an alternative to cash flow from operations, as that term is defined by GAAP. |
Reconciliation of Adjusted EBITDA (non-GAAP) to Net Income (Loss) (GAAP) |
2022 Proxy Statement A-1
Appendix A Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA Less Capital (non-GAAP) The non-GAAP measure of Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”)EBITDA less capital for use in STIP performance measurement is calculated as net lossincome (loss) before the following items: interest expense, income tax provision,benefit, depreciation, depletion, and amortization expense, exploration expense, pre-development expense, acquisition costs, loss (gain) on disposition of properties, plants, equipment and mineral interests, suspension costs, foreign exchange gains, gainsloss (gain), unrealized loss (gain) on derivative contracts, provisional price gains,(gains) losses, provisions for closed operationsexpense,operations expense, stock-based compensation, unrealized losses on investments, interest and other income, and lossincome/expense, gain on sale of investments. Management believes that, when presented in conjunction with comparable GAAP measures, Adjusted EBITDA is useful to investors in evaluatinginvestments (“adjusted EBITDA”) less capital expenditures at our operating performance. operations. The following table reconciles net (loss)loss to Adjustedadjusted EBITDA less capital (in thousands): | | Year Ended
December 31,
2015 | | | Net (loss) | | $ | (86,968 | ) | | Plus: Interest expense, net of amount capitalized | | | 25,389 | | | Plus: Income taxes | | | 56,310 | | | Plus: Depreciation, depletion and amortization | | | 111,489 | | | Plus: Exploration expense | | | 17,745 | | | Plus: Pre-development expense | | | 4,213 | | | Plus: Acquisition costs | | | 2,162 | | | (Less): Foreign exchange (gain) | | | (24,551 | ) | | Less: Gains on derivative contracts | | | (8,252 | ) | | (Less): Provisional price (gains) | | | (634 | ) | | Plus: Provision for closed operations and environmental matters | | | 12,036 | | | Plus: Stock-based compensation | | | 5,425 | | | Plus: Unrealized losses on investments | | | 3,333 | | | (Less): Other | | | (872 | ) | | Adjusted EBITDA | | $ | 116,825 | |
Reconciliation of Cash Cost, Before By-product Credits Per Silver/Gold Ounce and Cash Cost, After By-product Credits Per Silver/Gold Ounce (non-GAAP) to Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) |
The tables below present reconciliations between the non-GAAP measures of Cash Cost, Before By-product Credits Per Silver/Gold Ounce and Cash Cost, After By-product Credits Per Silver/Gold Ounce to the GAAP measure of cost of sales and other direct production costs and depreciation, depletion and amortization for our operations for the year ended December 31, 2015 (in thousands, except costs per ounce and gold ounces produced).
| | | | | | | | | | | | Year Ended
December 31, | | | | | 2021 | | | 2020 | | Net income (loss) | | $ | 35,095 | | | $ | (9,457 | ) | Plus: Interest expense, net of amount capitalized | | | 41,945 | | | | 49,569 | | Plus: Income taxes | | | (29,569 | ) | | | 8,199 | | Plus: Depreciation, depletion and amortization | | | 172,651 | | | | 155,006 | | | �� | | | | | | | | EBITDA | | | 220,122 | | | | 203,317 | | Less: Depreciation, depletion and amortization not at operating mines | | | (858 | ) | | | (6,896 | ) | Plus: Ramp-up and Suspension costs | | | 23,012 | | | | 24,911 | | Plus: Loss on disposition of properties, plants, equipment and mineral interests | | | 87 | | | | 572 | | Less/plus: Foreign exchange loss (gain) | | | (417 | ) | | | 4,605 | | Plus: Unrealized losses on derivative contracts | | | 11,903 | | | | 5,578 | | Less: Provisional price gains | | | (9,349 | ) | | | (8,008 | ) | Plus: Provision for closed operations and environmental matters | | | 17,964 | | | | 6,189 | | Plus: Stock-based compensation | | | 6,081 | | | | 6,458 | | Plus/less: Unrealized losses (gains) on investments | | | 4,295 | | | | (10,272 | ) | Plus: Adjustments of inventory to net realizable value | | | 6,524 | | | | -- | | Plus: Foundation grant | | | -- | | | | 1,970 | | Less/plus: Other | | | (584 | ) | | | 2,260 | | | | | | | | | | | Adjusted EBITDA11 | | | 278,780 | | | | 230,684 | | Less: Capital expenditures at operating mines | | | (108,855 | ) | | | (99,939 | ) | | | | | | | | | | Adjusted EBITDA less capital | | $ | 169,925 | | | $ | 130,745 | | | | | | | | | | |
Cash Cost, After By-product Credits Per Silver/Gold Ounce is an important operating statistic that we utilize to measure each mine’s operating performance. It also allows us to benchmark the performance of each of our mines versus those of our competitors. As a primary silver mining company, we also use the statistic on an aggregate basis - aggregating the Greens Creek, Lucky Friday and San Sebastian mines, but not Casa Berardi, which is a primary gold mine - tocompare our performance with that of other primary silver mining companies. Similarly, the statistic is useful in identifying acquisition and investment opportunities as it provides a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.
Cash Cost, Before By-product Credits Per Silver/Gold Ounce include all direct and indirect operating cash costs related directly to the physical activities of producing metals, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes. By-product credits include revenues earned from all metals other than the primary metal produced at each unit. Cash Cost, After By-product Credits, per Silver/Gold Ounce, provides management and investors an indication
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Adjusted EBITDA is a measure used by management to evaluate the Company’s operating performance but should not be considered an alternative to net income, as that term is defined by GAAP. In addition, the Company may use it when formulating performance goals and targets under its incentive program. |
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of operating cash flow, after consideration of the average price, received from production. Management also uses this measurement for the comparative monitoring of performance of our mining operations period-to-period from a cash flow perspective. Cash Cost, After By-product Credits, per Silver/Gold Ounce is a measure developed by precious metals companies (including the Silver Institute) in an effort to provide a uniform standard for comparison purposes. There can be no assurance, however, that our reporting of this non-GAAP measure is the same as that reported by other mining companies.
The Casa Berardi section below reports Cash Cost, After By-product Credits, per Gold Ounce for the production of gold, its primary product, and by-product revenues earned from silver, which is a by-product at Casa Berardi. Only costs and ounces produced relating to units with thesame primary product are combined to represent Cash Cost, After By-product Credits, per Ounce. Thus, the gold produced at our Casa Berardi unit is not included as a by-product credit when calculating Cash Cost, After By-product Credits, per Silver Ounce for the total of Greens Creek, Lucky Friday and San Sebastian, our combined silver properties.
As depicted in the Total, Greens Creek, Lucky Friday and San Sebastian Unit tables below, by-product credits comprise an essential element of our silver unit cost structure distinguishing our silver operations due to the polymetallic nature of their orebodies. By-product credits included in our presentation of Cash Cost, After Byproduct Credits, per Silver Ounce include:
| | Total, Greens Creek. Lucky Friday
and San Sebastian Units | | In thousands (except per ounce amounts) | | Year ended December 31, | | | | 2015 | | 2014 | | 2013 | | By-product value, all silver properties: | | | | | | | | | | | Zinc | | $ | 87,383 | | $ | 95,7016 | | $ | 77,616 | | Gold | | | 59,019 | | | 61,871 | | | 66,907 | | Lead | | | 55,955 | | | 66,082 | | | 48,973 | | Total by-product credits | | $ | 202,357 | | $ | 223,654 | | $ | 193,496 | | | | By-product credits per silver ounce, all silver properties | | | | | | | | | | | Zinc | | $ | 7.56 | | $ | 8.65 | | $ | 8.71 | | Gold | | | 5.10 | | | 5.59 | | | 7.51 | | Lead | | | 4.84 | | | 5.97 | | | 5.50 | | Total by-product credits | | $ | 17.50 | | $ | 20.21 | | $ | 21.72 |
By-product credits included in our presentation of Cash Cost, After By-product Credits, per Gold Ounce for our Casa Berardi Unit include:
| | Casa Berardi Unit3 | | In thousands (except per ounce amounts) | | Year ended December 31, | | | 2015 | | 2014 | | 2013 | | Silver by-product value | | 457 | | 464 | | 262 | | Silver by-product credits per gold ounce | | 3.57 | | 3.62 | | 4.19 |
Cost of sales and other direct production costs and depreciation, depletion and amortization is the most comparable financial measure calculated in accordance with GAAP to Cash Cost, After By-product Credits. The sum of the cost of sales and other direct production costs and depreciation, depletion and amortization forour operating units in the tables below is presented in our Consolidated Statement of Operations and Comprehensive (Loss) (in thousands) included in our audited financial statements which are included in our Annual Report on Form 10-K for the calendar year ended December 31, 2015.
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| | Total, Greens Creek, Lucky Friday
and San Sebastian Units | | In thousands (except per ounce amounts) | | Year ended December 31, | | | 2015 | | | 2014 | | | 2013 | | | Cash Cost, Before By-product Credits1 | | $ | 269,971 | | | $ | 276,842 | | | $ | 254,460 | | | By-product credits | | | (202,357 | ) | | | (223,654 | ) | | | (193,496 | ) | | Cash Cost, After By-product Credits | | | 67,614 | | | | 53,188 | | | | 60,964 | | | Divided by silver ounces produced | | | 11,562 | | | | 11,065 | | | | 8,907 | | | Cash Cost, Before By-product Credits, per Silver Ounce | | | 23.35 | | | | 25.02 | | | | 28.56 | | | By-product credits per silver ounce | | | (17.50 | ) | | | (20.21 | ) | | | (21.72 | ) | | Cash Cost, After By-product Credits, per Silver Ounce | | $ | 5.85 | | | $ | 4.81 | | | $ | 6.84 | | | Reconciliation to GAAP: | | | | | | | | | | | | | | Cash Cost, After By-product Credits | | $ | 67,614 | | | $ | 53,188 | | | $ | 60,964 | | | Depreciation, depletion and amortization | | | 67,815 | | | | 72,936 | | | | 63,098 | | | Treatment costs | | | (80,239 | ) | | | (82,639 | ) | | | (76,823 | ) | | By-product credits | | | 202,357 | | | | 223,654 | | | | 193,496 | | | Change in product inventory | | | 1,632 | | | | (1,649 | ) | | | (246 | ) | | Reclamation and other costs | | | 1,319 | | | | 2,046 | | | | 2,100 | | | Cost of sales and other direct production costs and | | | | | | | | | | | | | | depreciation, depletion and amortization (GAAP) | | $ | 260,498 | | | $ | 267,536 | | | $ | 242,589 | |
| | Greens Creek Unit | | In thousands (except per ounce amounts) | | Year ended December 31, | | | 2015 | | | 2014 | | | 2013 | | | Cash Cost, Before by-Product Credits1 | | $ | 196,443 | | | $ | 199,247 | | | $ | 203,496 | | | By-product credits | | | (163,394 | ) | | | (176,650 | ) | | | (170,563 | ) | | Cash Cost, After By-product Credits | | | 33,049 | | | | 22,597 | | | | 32,933 | | | Divided by silver ounces produced | | | 8,452 | | | | 7,826 | | | | 7,448 | | | Cash Cost, Before By-product Credits, per Silver Ounce | | | 23.24 | | | | 25.46 | | | | 27.32 | | | By-product credits per silver ounce | | | (19.33 | ) | | | (22.57 | ) | | | (22.90 | ) | | Cash Cost, After By-product Credits, per Silver Ounce | | $ | 3.91 | | | $ | 2.89 | | | $ | 4.42 | | | Reconciliation to GAAP: | | | | | | | | | | | | | | Cash Cost, After By-product Credits | | $ | 33,049 | | | $ | 22,597 | | | $ | 32,933 | | | Depreciation, depletion and amortization | | | 56,553 | | | | 63,505 | | | | 55,265 | | | Treatment costs | | | (63,284 | ) | | | (63,313 | ) | | | (67,341 | ) | | By-product credits | | | 163,394 | | | | 176,650 | | | | 170,563 | | | Change in product inventory | | | 4,222 | | | | (1,706 | ) | | | (159 | ) | | Reclamation and other costs | | | 1,342 | | | | 1,949 | | | | 1,947 | | | Cost of sales and other direct production costs and depreciation, | | | | | | | | | | | | | | depletion and amortization (GAAP) | | $ | 195,276 | | | $ | 199,682 | | | $ | 193,526 | |
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| | Lucky Friday Unit | | In thousands (except per ounce amounts) | | Year ended December 31, | | | 2015 | | | 2014 | | | 2013 | | | Cash Cost, Before By-product Credits1 | | $ | 72,052 | | | $ | 77,595 | | | $ | 50,964 | | | By-product credits | | | (38,035 | ) | | | (47,004 | ) | | | (22,933 | ) | | Cash Cost, After By-product Credits | | | 34,017 | | | | 30,591 | | | | 28,031 | | | Divided by silver ounces produced | | | 3,028 | | | | 3,239 | | | | 1,459 | | | Cash Cost, Before By-product Credits, per Silver Ounce | | | 23.79 | | | | 23.95 | | | | 34.93 | | | By-product credits per silver ounce | | | (12.56 | ) | | | (14.51 | ) | | | (15.72 | ) | | Cash Cost, After By-product Credits, per Silver Ounce | | $ | 11.23 | | | $ | 9.44 | | | $ | 19.21 | | | Reconciliation to GAAP: | | | | | | | | | | | | | | Cash Cost, After By-product Credits | | $ | 34,017 | | | $ | 30,591 | | | $ | 28,031 | | | Depreciation, depletion and amortization | | | 11,262 | | | | 9,431 | | | | 7,833 | | | Treatment costs | | | (16,915 | ) | | | (19,326 | ) | | | (9,482 | ) | | By-product credits | | | 38,035 | | | | 47,004 | | | | 22,933 | | | Change in product inventory | | | (1,154 | ) | | | 57 | | | | (405 | ) | | Reclamation and other costs | | | (23 | ) | | | 97 | | | | 153 | | | Cost of sales and other direct production costs and depreciation, | | | | | | | | | | | | | | depletion and amortization (GAAP) | | $ | 65,222 | | | $ | 67,854 | | | $ | 49,063 | |
| | San Sebastian Unit2 | | In thousands (except per ounce amounts) | | Year ended December 31, | | | 2015 | | | 2014 | | 2013 | | Cash Cost, Before By-product Credits1 | | $ | 1,476 | | | $ | — | | $ | — | | By-product credits | | | (928 | ) | | | — | | | — | | Cash Cost, After By-product credits | | | 548 | | | | — | | | — | | Divided by silver ounces produced | | | 82 | | | | — | | | — | | Cash Cost, Before By-product Credits, per Silver Ounce | | | 18.07 | | | | — | | | — | | By-product credits per silver ounce | | | (11.36 | ) | | | — | | | — | | Cash Cost, After By-product Credits, per Silver Ounce | | $ | 6.71 | | | $ | — | | $ | — | | Reconciliation to GAAP: | | | | | | | | | | | | Cash Cost, After By-product Credits | | $ | 548 | | | $ | — | | $ | — | | Treatment costs | | | (40 | ) | | | — | | | — | | By-product credits | | | 928 | | | | — | | | — | | Change in product inventory | | | (1,436 | ) | | | — | | | — | | Cost of sales and other direct production costs and depreciation, | | | | | | | | | | | | depletion and amortization (GAAP) | | $ | — | | | $ | — | | $ | — |
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| | Casa Berardi Unit3 | | In thousands (except ounce and per ounce amounts) | | Year ended December 31, | | | 2015 | | | 2014 | | | 2013 | | | Cash Cost, Before By-product Credits1 | | $ | 99,129 | | | $ | 106,438 | | | $ | 59,717 | | | By-product credits | | | (457 | ) | | | (464 | ) | | | (262 | ) | | Cash Cost, After by-product credits | | | 98,672 | | | | 105,974 | | | | 59,455 | | | Divided by gold ounces produced | | | 127,891 | | | | 128,244 | | | | 62,532 | | | Cash Cost, Before By-product Credits, per Gold Ounce | | | 775.11 | | | | 829.97 | | | | 954.98 | | | By-product credits per gold ounce | | | (3.57 | ) | | | (3.62 | ) | | | (4.19 | ) | | Cash Cost, After By-product Credits, per Gold Ounce | | $ | 771.54 | | | $ | 826.35 | | | $ | 950.79 | | | Reconciliation to GAAP: | | | | | | | | | | | | | | Cash Cost, After By-product Credits | | $ | 98,672 | | | $ | 105,974 | | | $ | 59,455 | | | Depreciation, depletion and amortization | | | 43,674 | | | | 38,198 | | | | 18,030 | | | Treatment costs | | | (670 | ) | | | (564 | ) | | | (268 | ) | | By-product credits | | | 457 | | | | 464 | | | | 262 | | | Change in product inventory | | | 1,970 | | | | 3,151 | | | | (3,766 | ) | | Reclamation and other costs | | | 455 | | | | 820 | | | | 142 | | | Cost of sales and other direct production costs and depreciation, depletion | | | | | | | | | | | | | | and amortization (GAAP) | | $ | 144,558 | | | $ | 148,043 | | | $ | 73,855 | |
| | Total, All Locations | | In thousands | | Year ended December 31, | | | 2015 | | | 2014 | | | 2013 | | | Reconciliation to GAAP: | | | | | | | | | | | | | | Cash Cost, After By-product Credits | | $ | 166,286 | | | $ | 159,162 | | | $ | 120,419 | | | Depreciation, depletion and amortization | | | 111,489 | | | | 111,134 | | | | 81,128 | | | Treatment costs | | | (80,909 | ) | | | (83,203 | ) | | | (77,092 | ) | | By-product credits | | | 202,814 | | | | 224,118 | | | | 193,758 | | | Change in product inventory | | | 3,602 | | | | 1,502 | | | | (4,012 | ) | | Reclamation and other costs | | | 1,774 | | | | 2,867 | | | | 2,242 | | | Cost of sales and other direct production costs and depreciation, depletion | | | | | | | | | | | | | | and amortization (GAAP) | | $ | 405,056 | | | $ | 415,580 | | | $ | 316,443 | |
1 | Includes all direct and indirect operating costs related directly to the physical activities of producing metals, including mining, processing and other plant costs, third-party refining and marketing expense, on-site general and administrative costs, royalties and mining production taxes, after by-product revenues earned from all metals other than the primary metal produced at each unit. | 2 | Commercial production began at the San Sebastian unit in the fourth quarter of 2015. See theSan Sebastian Segmentsection of our Form 10-K for the calendar year ended December 31, 2015 for further discussion. | 3 | On June 1, 2013, we completed the acquisition of Aurizon Mines Ltd., which gave us 100% ownership of the Casa Berardi mine in Quebec, Canada. The information presented reflects our ownership of Casa Berardi commencing as of that date. SeeNote 15 of NotestoConsolidated Financial Statementsin our Form 10-K for the calendar year ended December 31, 2015, for more information. The primary metal produced at Casa Berardi is gold, with a by-product credit for the value of silver production. |
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MEETING TO BE HELD AT:
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HECLA MINING COMPANY
6500 N. MINERAL DRIVE, SUITE 200
COEUR D'ALENE, ID 83815
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | E04596-P76532 HECLA MINING COMPANY 6500 N. MINERAL DRIVE SUITE 200 COEUR D’ALENE, ID 83815 | |  VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 25, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 24, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/HL2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 25, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 24, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D78874-P68937 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | | | | | DETACH AND RETURN THIS PORTION ONLY | | | | | | | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
HECLA MINING COMPANY | | For | | Withhold | | For All | | | | | All | | All | | Except | | | | | | | | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND "FOR"“FOR” PROPOSALS 2 3, 4 AND 5 3. | | | ☐ | | ☐ | | ☐ |
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | |
| | 1. | ELECTION OF DIRECTORS | | | | | | | | Nominees: | | | | | 01) | Ted Crumley | | | 02) | Terry V. Rogers | | | 03) | Charles B. Stanley |
| | | | For | | Against | | Abstain | | | | | | | | | | 1. ELECTION OF CLASS III DIRECTORS | 2. | PROPOSAL to approve amendments to the Company's Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions. | | ☐ | | ☐ | | ☐ | | | | | | | | | | Nominees: | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | 1a. Charles B. Stanley | 3. | PROPOSAL to approve amendments to the Company's Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances.☐ | | ☐ | | ☐ | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1b. Alice Wong | 4. | PROPOSAL to ratify and approve☐ | | ☐ | | ☐ | | | | For | | Against | | Abstain | | | | | 2. Ratify the selectionappointment of BDO USA, LLP, as the Company'sour independent registered public accounting firm for the calendar year ending December 31, 2016. | | ☐ | | ☐ | | ☐ | | 2022. | | ☐ | | ☐ | | ☐ | | | | | | | 5. | Approval,3. Approve, on an advisory basis, of named executive officer compensation. | | ☐ | | ☐ | | ☐ | | | | ☐ | | ☐ | | ☐ | | | | | | | 6. | 4. In theirthe Proxies’ discretion on all other business that may properly come before the meeting or any adjournmentadjournments or adjournmentspostponements thereof. | | | | | | | | | | | | | | | | | | | | | | | | This proxyProxy will be voted as specified. If no specification is made, this proxyProxy will be voted FOR“FOR” the election of the threetwo nominees for Director and FOR“FOR” the approval of Proposals 2 3, 4 and 5.3. This proxyProxy also delegates discretionary authority to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof. | | | | | | | | | | | | | | | | | | | | | | | | IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. | | | | | | | | | | | | | |
| Please signNOTE: The Proxy must be signed exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator,name or other fiduciary, pleasenames appear on this card. Executors, administrators, trustees, partners, etc., should give full title as such. Joint owners should each sign personally. All holders must sign. If the signer is a corporation, or partnership, please sign in full corporate or partnership name by duly authorized officer.officer(s), who should specify the title(s) of such officer(s). | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | |
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — D78875-P68937 E04597-P76532 | | | HECLA MINING COMPANY | | | ANNUAL MEETING OF SHAREHOLDERS | | May 26, 2022 | | | PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND “FOR” PROPOSALS 2 AND 3 | | Phillips S. Baker, Jr. or Michael B. White or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Hecla Mining Company to be held in person at the Elks Lodge #331, 419 Cedar St., Wallace, Idaho, 83873 and virtually at www.virtualshareholdermeeting.com/HL2022 on May 26, 2022, or at any postponement or adjournment thereof. | | You may attend the meeting in person or via the Internet and vote electronically during the meeting. Have the information that is printed on the box marked by the arrow available and follow the instructions. Shares represented by this Proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote “FOR” each of the nominees for director and “FOR” Proposals 2 and 3. | | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | | Continued and to be signed on reverse side |
HECLA MINING COMPANY
Eric A. Johnston Auditorium
Northwest Museum of Arts & Culture
2316 W. 1st Avenue
Spokane, Washington
ANNUAL MEETING OF SHAREHOLDERS
May 19, 2016
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND "FOR" PROPOSALS 2, 3, 4 AND 5
The undersigned, revoking any previous proxies, hereby appoints PHILLIPS S. BAKER, JR. and MICHAEL B. WHITE, and each of them, proxies of the undersigned, with full power of substitution, to attend the Company's Annual Meeting of Shareholders on May 19, 2016, and any adjournments or postponements thereof, and there to vote the undersigned's shares of Common Stock of the Company on the following matters as described in the Board of Directors Proxy Statement for such meeting, a copy of which has been received by the undersigned.
This Proxy will be voted as specified. If no specification is made, this Proxy will be voted FOR the election of the three nominees for Director and FOR the approval of Proposals 2, 3, 4 and 5. This proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof.
Continued and to be signed on reverse side
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