Item 5.03 – Changes to Articles of Incorporation or Bylaws
On May 23, 2023, the Board of Directors (“Board”) of Hecla Mining Company (the “Company”) approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation revising Article II to change the registered office address and registered agent in the State of Delaware from The Corporation Trust Company (“CT”) to Corporation Service Company (“CSC”). The Amendment will become effective immediately upon filing the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on or about May 26, 2023. The Restated Certificate of Incorporation is filed as Exhibit 3.1 to this current Report on Form 8-K and is incorporated herein by reference.
On May 23, 2023, the Board of the Company approved an amendment to the Company’s Bylaws revising Article I, Section 1 to change the registered office address and registered agent in the State of Delaware from CT to CSC. The amended Bylaws are filed as Exhibit 3.2 to this current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders
At the Annual Meeting, our shareholders were asked to consider and vote upon the following four proposals: (1) election of two nominees to our Board to hold office until the 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (2) ratification of the Audit Committee’s appointment of BDO USA, LLP as our independent registered public accounting firm for the calendar year 2023; (3) approval, on an advisory basis, of the compensation of our named executive officers; and (4) approval, on an advisory basis, of the frequency of the vote on named executive compensation.
On the record date of March 24, 2023, there were 602,191,096 shares of Hecla common stock issued and outstanding and entitled to vote at the Annual Meeting. The amount of shares present at the meeting, in person or by proxy, was 403,162,913 or 66.94% of the outstanding shares of common stock of Hecla. For each proposal, the results of shareholder voting were as follows:
Proposal 1. Election of Two Director Nominees. The shareholders elected each of the director nominees proposed by our Board to serve until the 2026 Annual Meeting of Shareholders or until such nominee’s successor is duly elected and qualified. The following is a breakdown of the voting results:
| | | | | | | | | | | | | | | | |
| | | Votes
For | | | Votes
Against | | | Abstain | | | Broker
Non-Votes | |
Phillips S. Baker, Jr. | | | 324,248,541 | | | | 3,366,997 | | | | 1,242,279 | | | | 74,305,096 | |
George R. Johnson | | | 318,944,718 | | | | 8,384,795 | | | | 1,428,304 | | | | 74,305,096 | |
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