HL 8-K
Hecla Mining Co/De/ (HL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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) |
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| 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:
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Trading |
Name of each exchange on which registered | ||
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 |
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
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Exhibit 10.1
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