Hecla Mining (NYSE: HL) investors back board, auditor, pay and plan

Rhea-AI Filing Summary

Hecla Mining Company reported the results of its 2026 annual shareholder meeting and a change to its nonemployee director stock plan. Shareholders approved a first amendment extending the expiration of the Director Stock Plan from May 15, 2027 to May 15, 2036.

At the meeting, 524,590,027 shares, or 78.23% of the 670,565,891 common shares outstanding as of March 25, 2026, were represented. Shareholders elected Rob Krcmarov and Dean R. Gehring as directors until the 2029 annual meeting, ratified BDO USA, P.C. as independent registered public accounting firm for 2026, approved named executive officer compensation on an advisory basis, and approved the amendment to the Director Stock Plan.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 670,565,891 shares Shares represented: 524,590,027 shares Director Krcmarov votes for: 440,846,142 votes +5 more

8 metrics

Shares outstanding 670,565,891 shares Common stock issued and outstanding as of March 25, 2026

Shares represented 524,590,027 shares Present in person or by proxy at the 2026 annual meeting, 78.23% of outstanding

Director Krcmarov votes for 440,846,142 votes Election of Rob Krcmarov as director until 2029 annual meeting

Director Gehring votes for 425,707,863 votes Election of Dean R. Gehring as director until 2029 annual meeting

Auditor ratification votes for 480,303,792 votes Ratification of BDO USA, P.C. as independent registered public accounting firm for 2026

Say-on-pay votes for 421,646,575 votes Advisory approval of named executive officer compensation

Director plan amendment votes for 437,723,033 votes Approval of amendment to Stock Plan for Nonemployee Directors

Director plan new expiration May 15, 2036 Extended expiration date of the Stock Plan for Nonemployee Directors from May 15, 2027

Key Terms

Emerging growth company, Independent registered public accounting firm, Broker Non-Votes, Advisory Vote on Named Executive Compensation, +1 more

5 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Independent registered public accounting firm financial

"ratification of the Audit Committee’s appointment of BDO USA, P.C. as our independent registered public accounting firm for the calendar year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Broker Non-Votes financial

"Rob Krcmarov | | 440,846,142 | | 1,433,000 | | 1,044,213 | | 81,266,672 Dean R. Gehring | | 425,707,863 | | 16,558,850 | | 1,056,642 | | 81,266,672"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Vote on Named Executive Compensation financial

"Proposal 3. Advisory Vote on Named Executive Compensation. Our shareholders approved the compensation of Hecla’s named executive officers."

Stock Plan for Nonemployee Directors financial

"Hecla Mining Company Stock Plan for Nonemployee Directors (the “Director Stock Plan”) to extend the expiration date"

Understanding 8-K Material Events →

false 0000719413 0000719413 2026-05-21 2026-05-21 0000719413 hl:CommonStockParValue025PerShareCustomMember 2026-05-21 2026-05-21 0000719413 hl:SeriesBCumulativeConvertiblePreferredStockParValue025PerShareCustomMember 2026-05-21 2026-05-21

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): May 21, 2026

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.

On May 21, 2026, our shareholders approved an amendment (the “First Amendment”) to our Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors (the “Director Stock Plan”) to extend the expiration date of the Director Stock Plan from May 15, 2027 to May 15, 2036.

The First Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on May 21, 2026, 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 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (2) ratification of the Audit Committee’s appointment of BDO USA, P.C. as our independent registered public accounting firm for the calendar year 2026; (3) approval, on an advisory basis, of the compensation of our named executive officers; and (4) approval of an amendment to our Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors.

On the record date of March 25, 2026, there were 670,565,891 shares of Hecla common stock issued and outstanding and entitled to vote at the Annual Meeting. The number of shares present at the meeting, in person or by proxy, was  524,590,027 or 78.23% 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 2029 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
Rob Krcmarov		440,846,142		1,433,000		1,044,213		81,266,672
Dean R. Gehring		425,707,863		16,558,850		1,056,642		81,266,672

Proposal 2. Ratification of the Appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm. Our shareholders ratified the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The following is a breakdown of the voting results:

Votes For		Votes Against		Abstain
480,303,792		42,376,233		1,910,002

There were no broker non-votes with respect to Proposal 2.

2

Proposal 3. Advisory Vote on Named Executive Compensation. Our shareholders approved the compensation of Hecla’s named executive officers. The following is a breakdown of the voting results:

Votes For		Votes Against		Abstain		Broker  Non-Votes
421,646,575		19,785,285		1,891,495		81,266,672

Proposal 4. Approve an amendment to our Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors. Our shareholders approved the amendment to our Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors. The following is a breakdown of the voting results:

Votes For		Votes Against		Abstain		Broker  Non-Votes
437,723,033		4,700,693		899,629		81,266,672

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits

10.1 First Amendment to the Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors.*

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*         Filed herewith.

3

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
		Sr. Vice President, General Counsel and Secretary

Dated: May 22, 2026

4

FAQ

What corporate actions did Hecla Mining (HL) report in this 8-K?

Hecla Mining reported results of its annual shareholder meeting and an amendment to its nonemployee director stock plan. Shareholders approved all four proposals, including director elections, auditor ratification, executive pay advisory vote, and extending the director stock plan expiration to May 15, 2036.

How many Hecla Mining (HL) shares were eligible and represented at the 2026 annual meeting?

On March 25, 2026, 670,565,891 Hecla common shares were issued, outstanding, and entitled to vote. At the annual meeting, 524,590,027 shares were present in person or by proxy, representing 78.23% of the outstanding common shares entitled to vote.

Which director nominees were elected at Hecla Mining’s 2026 annual meeting?

Shareholders elected Rob Krcmarov and Dean R. Gehring as directors to serve until the 2029 annual meeting, or until their successors are duly elected and qualified. Both nominees received more votes for than against, with additional abstentions and broker non-votes reported.

Did Hecla Mining (HL) shareholders ratify the company’s independent auditor for 2026?

Yes. Shareholders ratified BDO USA, P.C. as Hecla’s independent registered public accounting firm for the year ending December 31, 2026. The vote totals were 480,303,792 shares for, 42,376,233 against, and 1,910,002 abstentions, with no broker non-votes on this proposal.

How did Hecla Mining shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of Hecla’s named executive officers. The vote was 421,646,575 shares for, 19,785,285 against, and 1,891,495 abstentions, with 81,266,672 broker non-votes, indicating overall support for the disclosed executive pay program.

What change was made to Hecla Mining’s Stock Plan for Nonemployee Directors?

Shareholders approved a first amendment to the Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors. The amendment extends the plan’s expiration date from May 15, 2027 to May 15, 2036, allowing continued use of the plan for director compensation.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 7.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.6 KB