UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2022
McEWEN MINING INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of
incorporation or organization) | | 001-33190
(Commission File
Number) | | 84-0796160
(I.R.S. Employer
Identification No.) |
150 King Street West, Suite 2800
Toronto, Ontario, Canada M5H 1J9
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: (866) 441-0690
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | MUX | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 7, 2022, McEwen Mining Inc. (the “Company”) held its annual meeting of shareholders. Of the 474,275,626 shares outstanding and entitled to vote at the meeting, 247,985,374 shares were voted, or approximately 52.29% of the outstanding shares entitled to vote.
At the annual meeting, the shareholders: (i) elected the eight individuals nominated to serve as directors; (ii) approved, on an advisory basis, the compensation of the named executive officers as described in the proxy statement (“say on pay”); (iii) approved, on an advisory basis, the frequency with which Company shareholders will be entitled to vote on the compensation of the named executive officers (“say on frequency”); (iv) ratified the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022; (v) approved a proposal to grant the Company’s board of directors (the “Board”) the discretion to amend the Company’s Second Amended and Restated Articles of Incorporation (“Articles of Incorporation”) to effect a reverse split of the Company’s outstanding common stock at a ratio of not less than 1-for-5 and not more than 1-for-10; and (vi) authorized and approved an amendment to the Articles of Incorporation to decrease the authorized number of shares of Company common stock from 675,000,000 to 200,000,000 (the “Decrease in Authorized Capital Amendment”).
Proposal 1
Election results for the directors nominated at the meeting are as follows:
| | | Shares Voted |
| Name of Nominee | | For | | Withheld | | Broker Non-Votes |
| Robert R. McEwen | | 171,581,744 | | 11,233,062 | | 65,170,318 |
| Allen V. Ambrose | | 168,694,429 | | 14,120,377 | | 65,170,318 |
| Merri Sanchez | | 171,188,034 | | 11,626,772 | | 65,170,318 |
| Richard W. Brissenden | | 171,099,372 | | 11,715,434 | | 65,170,318 |
| Robin E. Dunbar | | 170,595,019 | | 12,219,787 | | 65,170,318 |
| William M. Shaver | | 171,399,520 | | 11,415,286 | | 65,170,318 |
| Donald R.M. Quick | | 171,096,051 | | 11,718,755 | | 65,170,318 |
| Ian Ball | | 171,638,113 | | 11,176,693 | | 65,170,318 |
Proposal 2
Election results for say on pay vote are as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 165,788,946 | | 14,208,713 | | 2,817,397 | | 65,170,318 |
Proposal 3
Election results for say on frequency:
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 77,524,138 | | 2,726,549 | | 100,143,283 | | 2,421,086 | | 65,170,318 |
After the annual meeting the Board has determined, consistent with the vote of the Company's shareholders, that the Company will hold future say-on-pay votes every third three years until the next required vote on the frequency of say-on-pay votes is presented to shareholders.
Proposal 4
Election results for the ratification of the appointment of EY as the independent registered public accounting firm for the year ending December 31, 2022 are as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 238,132,480 | | 3,728,244 | | 6,124,650 | | 0 |
Proposal 5
Election results for proposal to grant the Board the discretion to effect the Reverse Stock Split are as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 216,390,016 | | 22,413,156 | | 1,591,357 | | 7,297,548 |
Proposal 6
Election results for proposal to Decrease in Authorized Capital Amendment are as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 217,682,278 | | 21,362,046 | | 1,350,205 | | 7,297,548 |
| Item 7.01 | Regulation FD Disclosure |
At the annual meeting, the Company’s senior management made a presentation on the Company’s business, exploration, development efforts, financial results and condition. A copy of the PPT slides used in connection with the presentation is attached to this report as Exhibit 99.1.
On July 12, 2022, the Company issued a press release announcing the results of the annual meeting of shareholders held on July 7, 2022 and matters related to the anticipated reverse split of the Company's outstanding shares of common stock. A copy of that press release is attached to this report as Exhibit 99.2.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
After the conclusion of the annual meeting the Board adopted resolutions authorizing the implementation of a reverse split of the Company’s outstanding common stock at a ratio of 1-for-10. However, the Company will not complete and effect the reverse stock split until the Company takes all requisite actions required under Colorado law and as required by the New York Stock Exchange and other applicable regulatory authority. At or about the time the reverse stock split is effected the Company intends to finalize and effect the Decrease in Authorized Capital Amendment.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed or furnished with this report: |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | McEWEN MINING INC. |
| | |
| Date: July 12, 2022 | By: | /s/ Carmen Diges |
| | | Carmen Diges, General Counsel |
