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

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2024

 

 

HECLA MINING COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8491   77-0664171
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815-9408

(Address of principal executive offices) (Zip Code)

(208) 769-4100

Registrant’s telephone number, including area code

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

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

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

Emerging growth company ☐

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

 

 

 

Item 5.02

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

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

 

Item 8.01

Other Events.

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

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

   

Description

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

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

HECLA MINING COMPANY
By:  

/s/ David C. Sienko

    David C. Sienko
    Vice President and General Counsel

Dated: June 7, 2024

 

3

Exhibit 10.1

 

LOGO

June 6, 2024

Catherine J. Boggs

c/o Hecla Mining Company

6500 N. Mineral Dr., Suite 200

Coeur d’Alene, ID 83815

 

RE:

Interim Chief Executive Officer Agreement (“Agreement”)

On behalf of Hecla Mining Company (“Company”), this letter is to confirm that you accept the position of Interim President and Chief Executive of the Company (“ICEO”). You have agreed to accept this role while the Company engages in a search for a new Chief Executive Officer (“CEO”).

 

I.

TERM OF SERVICES

The term of this position and this Agreement will commence effective as of May 22, 2024 and will continue until the sooner of (i) the Board of Directors of the Company (the “Board”) or you terminate this Agreement or (ii) the date upon which a new CEO commences employment with the Company and any transition services you agree to provide have been completed. This Agreement can be terminated by the Company at any time for any reason. This Agreement can be terminated by you at any time for any reason with seven (7) days’ prior written notice.

 

II.

PERFORMANCE OF DUTIES

a) General. You will serve as ICEO of the Company. Your duties and authority as ICEO will be prescribed by the Board and will be commensurate with those of a CEO of a company of comparable size and with a similar business as the Company. During the term of this Agreement, you will report directly to the Board and will devote such time as is necessary to the business of the Company in order to fulfill the expectations of the Board.

b) Continued Board Membership. During the term of this Agreement, you will continue to serve as the Chair of the Board, with Charles B. Stanley serving as Independent Lead Director as set forth in the Company’s Corporate Governance Guidelines.

 

 

6500 N. Mineral Drive, Suite 200 • Coeur d’Alene, Idaho 83815-9408 • 208.769.4100 • www.hecla.com

III.

COMPENSATION

In consideration for your services to the Company under this Agreement, you will receive the following compensation and benefits from the Company:

a) Monthly Management Fee. The Company will pay you a monthly fee of One Hundred Six Thousand Dollars in United States funds (US$106,000) comprised of $63,600 in cash, prorated for each partial month of service (“Cash Component”) and $42,400 of value in the form of common stock of the Company (“Stock Component”), prorated for each partial month of service (“Monthly Stock Fee”). The Cash Component will be paid at the beginning of each month starting June, 2024 according to the Company’s normal accounts payable policy, until this Agreement terminates pursuant to Section I. above. The Stock Component will be determined by dividing the applicable Monthly Stock Fee by the closing price of a share of Company common stock on the New York Stock Exchange (“NYSE”) on the last NYSE trading day of the applicable month, or on the last trading day prior to the termination of this Agreement if this Agreement terminates prior to the last trading day of a month, rounded down to the nearest whole share. The Stock Component will be delivered to you in aggregate within ten business days after the termination of this Agreement, but in all events before March 15, 2025.

b) Expenses. The Company will reimburse you for business expenses that are reasonable and necessary for you to perform and were incurred by you in the course of the performance of, your duties pursuant to this Agreement and in accordance with any Company expense reimbursement policies.

c) Board of Directors Compensation. You will continue to receive the regular fees and equity compensation as Chair of the Board, in addition to the compensation as ICEO described herein.

If this Agreement is acceptable to you, please sign below and return the original, fully executed Agreement to the Company.

 

Hecla Mining Company
By:   /s/ David C. Sienko
Name:   David C. Sienko
Title:   Vice President & General Counsel

ACKNOWLEDGED AND AGREED as of the date indicated above by:

 

Catherine J. Boggs
/s/ Catherine J. Boggs

 

6500 N. Mineral Drive, Suite 200 • Coeur d’Alene, Idaho 83815-9408 • 208.769.4100 • www.hecla.com

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Document and Entity Information
Jun. 03, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name HECLA MINING CO/DE/
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Entity Central Index Key 0000719413
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Incorporation State Country Code DE
Entity File Number 1-8491
Entity Tax Identification Number 77-0664171
Entity Address, Address Line One 6500 North Mineral Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Coeur d’Alene
Entity Address, State or Province ID
Entity Address, Postal Zip Code 83815-9408
City Area Code (208)
Local Phone Number 769-4100
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, par value $0.25 per share
Trading Symbol HL
Security Exchange Name NYSE
Series B Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Series B Cumulative Convertible Preferred Stock, par value $0.25 per share
Trading Symbol HL-PB
Security Exchange Name NYSE
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