NOTICE OF 2021 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

 

 

2021 Proxy Statement    v

 

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2020 performance, please review our Annual Report on Form 10-K.

Performance Highlights

 

		Financial Flexibility
		Recorded 2020 sales of $691.9 million, the highest in the Company’s history, despite our Lucky Friday Mine not reaching full production until the fourth quarter of 2020.
		Cash flow from operations of $180.8 million, and free cash flow of $89.8 million1 which is the fourth highest in Hecla’s history.
		Refinanced our previously outstanding 2021 Senior Notes with issuance of our Senior Notes for total principal of $475 million due in 2028, and Notes issued to Investissement Québec for total principal of CAD$48.2 million due in 2025.
		Maintained consistent level of debt with an increase of $6 million, from $517 million to $523 million
		Year-end cash position of $130 million, an increase of $67 million from 2019, with the credit facility undrawn.

 

1

Free cash flow is a non-GAAP measure calculated as cash provided by operating activities (GAAP) less additions to properties, plants, equipment and mineral interests (GAAP). A reconciliation of free cash flow to the most comparable GAAP measure for the year ended December 31, 2020 is included in Appendix B of this Proxy Statement.

 

2021 Proxy Statement    1

 

Proxy Statement Summary

 

Compensation Actions Taken in 2020 and 2021

Below is a brief summary of actions taken and determinations made by the Compensation Committee (“committee”) in 2020 and 2021. The compensation of our named executive officers (“NEOs”) for 2020 is more fully described in the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement, starting on page 50 and in the compensation tables starting on page 79.

Changes in Chief Executive Officer (“CEO”) Compensation. In June 2020, the committee reviewed the Company’s peer and survey data on CEO compensation. As further described below in the CD&A, the committee reduced Mr. Baker’s target total direct compensation to the approximate median of our peer group. Mr. Baker’s performance-based shares and long-term incentive plan units were also reduced, resulting in a total reduction in Mr. Baker’s compensation of approximately 20% from 2019. Mr. Baker’s compensation adjustments were as follows: (i) the number of long-term incentive units granted to Mr. Baker were reduced from 10,000 units to 8,000 units (beginning with the 2020-2022 long-term incentive plan period); and (ii) the target value of performance-based shares granted to Mr. Baker was reduced from $500,000 to $400,000.

2018—2020 Performance-based Shares. In January 2021, the performance-based shares granted to our NEOs’ in June 2018 for the TSR performance period of January 1, 2018 through December 31, 2020 vested with a value of $0.

2020 Short-term Incentive Plan (“STIP”). In considering STIP payments, the committee considered the following accomplishments in 2020: due to the COVID-19 pandemic and the uncertainties in the market, we imposed fiscal and operational discipline, in the form of reduced capital and exploration and general and administrative spending, in order to allow increased cash flow and improve our financial condition. Notwithstanding the impediments we encountered due to COVID-19, we accomplished higher production, better earnings, reduced debt, more cash flow, and stronger share price performance. Most importantly, we achieved these results with a 24% reduction in our AIFR from 2019.

The committee determined STIP performance to be 158% of target comprised of three parts: quantitative measures at 83% (50% target, 100% maximum), qualitative factors at 35% (25% target, 50% maximum) and discretionary factors at 40% (25% target, 50% maximum). The quantitative performance was as follows:

 

2020 STIP Quantitative Measure Results

Target

Actual

Target Performance Value

Actual     Performance     Value

Production (Silver equivalent ounces)

43.0 mm ozs.

43.3 mm ozs.2

20%

23%

Adjusted EBITDA Less Capital3

$70.0 mm

$124.4 mm

20%

40%

AIFR

1.45 (10% reduction from 2019 rate)

1.22 (24% reduction from 2019 rate)

10%

20%

Total Quantitative

50%

83%

Qualitative objectives for NEOs are comprised of over a hundred initiatives related to most aspects of Hecla’s business, including, but not limited to, tasks related to (i) safety and health, (ii) environmental, (iii) technology and innovation, (iv) continuous improvement, (v) operations, (vi) finance/accounting/IT, (vii) employee development, (viii) mine life extension, exploration and reserve growth, (ix) investor relations, (x) government and community affairs, and (xi) legal. The committee assigned a performance factor of 35% to qualitative performance, based on the following:

 

•

successfully ramping up the Lucky Friday Mine to full production while reintegrating former striking union members with the crossover and replacement workers and testing a new mining method;

•

maintained consistent level of debt with an increase of $6 million, from $517 million to $523 million;

•

year-end cash position of $130 million, an increase of $67 million from 2019, with the credit facility undrawn;

•

our Casa Berardi Mine generated free cash flow exceeding $30 million, while establishing lower costs and higher productivity to achieve significantly improved long-term plans;

•

established a new relationship with Investissement Québec with a $32 million long-term loan;

 

2	The STIP uses fixed budgeted prices, while actual prices for financial reporting are used in our year-end reporting.

3

The non-GAAP measurement of Adjusted EBITDA less capital is calculated as the GAAP measure of net income/loss plus/less the following items: interest expense, income tax benefit, depreciation, depletion and amortization expense, interest and other income/expense, acquisition costs, loss on investments, unrealized loss (gain) on derivatives contracts, provision of environmental matters, provisional price (gains) losses, foreign exchange loss (gain), stock-based compensation, suspension costs, loss (gain) on disposition of properties, plants, equipment and mineral interests, and capital expenditures at our operating mines. A reconciliation of EBITDA less capital to the most comparable GAAP measure of net loss for the year ended December 31, 2020, is included in Appendix B of this Proxy Statement.

 

2     www.hecla-mining.com

 

Proxy Statement Summary

 

•

achieved significant tax refunds from most jurisdictions where Hecla has operations;

•

improved resilience to cyber-risks;

•

all US managers received discrimination training, new employees have a meaningful onboarding process, and a new leadership training program was developed and implemented;

•

funded and strengthened our pensions;

•

drilling programs in Nevada and Mexico were implemented earlier than planned;

•

ESG reporting was increased;

•

improved development opportunities for female employees;

•

resolved a number of outstanding litigation matters; and

•

completed a collaboration agreement with the First Nations at our Casa Berardi Mine.

The discretionary component considers Hecla’s overall performance including unanticipated challenges. The committee assigned a performance factor of 40% to discretionary, based on the following:

 

•

Proactively prepared for the pandemic, including by protecting the supply chain, fortifying the balance sheet, and procuring PPE for employees. Pandemic responses included:

•

avoiding operational disruptions due to COVID-19 with proactive steps taken before a pandemic was declared and with protocols that kept operations nearly COVID-19 free;

•

working with state governments in Idaho, Nevada, and Alaska to help make mining deemed an essential industry;

•

strengthened Hecla’s culture despite remote working with consistent company- and office-wide communication;

•

developed programs to support the communities where we operate; and

•

US operations drew on their strong relationships with the Mine Safety and Health Administration (“MSHA”) field offices and worked together to maintain a safe COVID-19 protocol during mine inspections;

•

best safety record in Hecla’s history that significantly exceeded the quantitative goal;

•

achieved the highest revenue, third highest reserves, and fourth highest cash flow in the Company’s history;

•

annual and two-year TSR was one of the best performers compared to peers;

•

achieved strong employee retention and job satisfaction;

•

increased the charitable foundation’s long-term viability;

•

increased exploration activity immediately generating strong results; and

•

developed a “Take it Home” safety contest that was adopted by the National Mining Association.

See NEO Year-end 2020 Performance on page 62. All payouts of the STIP awards were paid in cash. The STIP is more fully described in the CD&A, starting on page 59.

2018-2020 LTIP. The 2018-2020 LTIP had a maximum potential unit value of $375. The committee assessed performance under the 2018-2020 LTIP as follows:

 

Performance Measure		Target		Actual Performance		% of Target		Value Earned Per  Unit
Silver Reserve Growth		30.0 silver oz. added (millions)		21.3 silver oz. added (millions)		71%		$20.75
Production Growth		86.0 silver equivalent oz. (millions)		84.5 silver equivalent oz. (millions)		98%		$21.25
Mine Site Operating Cash Flow Less Capital4		$350.0 Cash Flow (millions)		$205.1 Cash Flow (millions)		59%		$       0
Total Shareholder Return (“TSR”)		8th Hecla ranking vs. peers		7th Hecla ranking vs. peers		100%		$25.00
Total Earned Per Unit								$67.00

As further described in the CD&A, during this three-year period, performance in reserve growth and production growth exceeded threshold, but were below target levels. Performance in cash flow generation was below the threshold level, and TSR was at the target. As a result, with a range in potential value per unit of $0 to $375, in February 2021, the committee determined the total 2018-2020 LTIP payout was $67.00 per unit. The committee further approved payout of the LTIP awards to be in cash. The 2018-2020 LTIP is more fully described below in the CD&A, starting on page 64.

 

4

Mine site operating cash flow less capital is a non-GAAP measure calculated as mine site cash provided by operating activities (GAAP) less mine site additions to properties, plants, equipment and mineral interests (GAAP). A reconciliation of mine site operating cash flow to the most comparable GAAP measure for the year ended December 31, 2020 is included in Appendix B of this Proxy Statement.

 

2021 Proxy Statement    3

 

Proxy Statement Summary

 

CEO and Other NEO Pay

 

Phillips S. Baker, Jr., President and Chief Executive Officer
		Mr. Baker works with, and is accountable to, the Board in designing and executing the Company’s strategic plan. He bears chief responsibility for ensuring the Company achieves its short- and long-term operational and strategic objectives. Mr. Baker recognized the risk posed by COVID-19 during January 2020 and was instrumental in preparing the Company for the potential operational impacts, including human capital, cash flow, supply chain, and relations with the state and local governments where we operate. The Compensation Committee awarded Mr. Baker 190% of his targeted short-term incentive award, due to his advanced recognition of the COVID-19 risks, his strategic leadership in preparing for the restrictions and overall strong performance of the Company.

2020 Achievements

 

•

Early recognition of the risks posed by COVID-19, and led the Company in proactively preparing for the pandemic;

•

Highest revenue in the Company’s history, third highest reserves, and fourth highest free cash flow;

•

TSR among the best of peers at 165% for two years and 90% for one year; and

•

Achieved a 24% reduction in AIFR.

Compensation (determined in accordance with SEC rules)

 

		Base Salary				Short-term Incentive				Long-term Incentive				Restricted Stock Units				Performance- Based Shares(1)				Year-over-Year Change				Total Direct Compensation
2020		$	635,000			$	1,206,500			$	763,800			$	400,000			$	81,848			p	18.2	%		$	3,087,148
2019		$	635,000			$	444,500			$	1,131,450			$	399,999				—			q	22.0	%		$	2,610,949
2018		$	635,000			$	317,500			$	1,527,125			$	499,999			$	370,860			q	14.9	%		$	3,350,484

(1)

The amounts in this column reflect the aggregate grant date fair value of the performance-based shares for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. Because share performance against the peer group did not meet the threshold for the three-year period 2018-2020, the shares of stock underlying performance-based shares were not issued to our NEOs (i.e., there was zero payout). See 2018-2020 PSU Results on page 68.

2020 Pay Mix

 

Share Ownership – Mr. Baker exceeds the Company’s minimum equity ownership as of December 31, 2020

 

Level Required		Share/Equity Holdings				Average Share Price for calendar year 2020				Total Value
6 x Base Salary (=$3,810,000)			5,424,863	*		$	4.0506			$	21,973,950

*	Does not include unvested performance-based units. Includes shares of our common stock deferred under our Key Employee Deferred Compensation Plan.

 

4     www.hecla-mining.com

 

Proxy Statement Summary

 

Lindsay A. Hall, Senior Vice President and Chief Financial Officer
		Mr. Hall has over 42 years experience in finance in the mining and energy industries. He managed the Company’s financial reporting, internal controls, treasury, and information technology until his resignation in February 2021. He was also responsible for monitoring and maintaining the Company’s financial strength, ensuring adequate liquidity, achieving return on investment targets, and overall risk management. Mr. Hall’s 2020 compensation was based in part on specific objectives.

2020 Achievements

 

•

Managed efforts to assure adequate cash availability during the COVID-19 lockdowns;

•

Led the effort to maintain a consistent level of debt with an increase of $6 million, from $517 million to $523 million;

•

Achieved an increase in cash of $67 million from 2019 with the credit facility undrawn at year-end;

•

Negotiated a settlement with a concentrate shipping company regarding a $4 million contractual dispute; and

•

Prepared the finance and accounting departments for the transition to his successor due to his retirement in 2021.

Compensation (determined in accordance with SEC rules)

 

		Base Salary				Short-term Incentive				Long-term Incentive				Restricted Stock Units				Performance- Based Shares(1)				Year-over-Year Change				Total Direct Compensation
2020		$	380,000			$	646,000			$	335,000			$	225,000			$	30,693			p	21.6	%		$	1,616,693
2019		$	380,000			$	228,000			$	496,250			$	225,000				—			q	12.3	%		$	1,329,250
2018		$	380,000			$	190,000			$	543,817			$	300,000			$	101,987			p	1.3	%		$	1,515,804

(1)

The amounts in this column reflect the aggregate grant date fair value of the performance-based shares for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. Because share performance against the peer group did not meet the threshold for the three-year period 2018-2020, the shares of stock underlying performance-based shares were not issued to our NEOs (i.e., there was zero payout). See 2018-2020 PSU Results on page 68.

2020 Pay Mix

 

Share Ownership – Mr. Hall exceeds the Company’s minimum equity ownership as of December 31, 2020

 

Level Required		Share/Equity Holdings				Average Share Price for calendar year  2020				Total Value
2x Base Salary (=$760,000)			976,501	*		$	4.0506			$	3,955,415

*	Does not include unvested performance-based units.

 

2021 Proxy Statement    5

 

Proxy Statement Summary

 

Lauren M. Roberts, Senior Vice President and Chief Operating Officer
		Mr. Roberts has over 32 years experience in the mining industry. He contributes to the establishment of the Company’s operational, financial, and sustainability objectives. Mr. Robert’s STIP in 2020 was based in part on performance against the corporate metrics and in part on his 2020 individual achievements.

2020 Achievements

 

•

Oversaw the strongest safety performance in the Company’s history;

•

Developed site specific quarantine procedures to prevent the COVID-19 virus from materially affecting our mines;

•

Led the process of ramping up the Lucky Friday Mine back to full operation;

•

Delivered an increase in silver production; and

•

Implemented a Casa Berardi Mine cost savings and productivity program.

Compensation (determined in accordance with SEC rules)

 

		Base Salary				Short-term Incentive				Long-term Incentive				Restricted Stock Units				Performance- Based Shares(1)				Year-over-Year Change				Total Direct Compensation
2020		$	380,000			$	703,000			$	126,563			$	225,000			$	30,693			p	78.7	%		$	1,465,256
2019(2)		$	380,000			$	159,600			$	55,183			$	225,000				—				NA	*		$	819,783

(1)

The amounts in this column reflect the aggregate grant date fair value of the performance-based shares for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. Because share performance against the peer group did not meet the threshold for the three-year period 2018-2020, the shares of stock underlying performance-based shares were not issued to our NEOs (i.e., there was zero payout). See 2018-2020 PSU Results on page 68.

(2)	Mr. Roberts joined the Company in August 2019.

2020 Pay Mix

 

Share Ownership – Mr. Roberts exceeds the Company’s minimum equity ownership as of December 31, 2020

 

Level Required		Share/Equity Holdings				Average Share Price for calendar year  2020				Total Value
2x Base Salary (=$760,000)			393,555	*		$	4.0506			$	1,594,134

*	Does not include unvested performance-based units. Includes shares of our common stock deferred under our Key Employee Deferred Compensation Plan.

 

6     www.hecla-mining.com

 

Proxy Statement Summary

 

Robert D. Brown, Vice President – Corporate Development
		Mr. Brown has over 27 years experience in the mining industry. As Hecla’s Vice President of Corporate Development, he is primarily responsible for the business matters of the Company with respect to mergers, acquisitions, divestitures, strategic transactions, and other business matters. Mr. Brown’s compensation was based in part on specific objectives, and his STIP in 2020 was based in part on his individual contribution to the Company.

2020 Achievements

 

•

Helped to highlight value in Hecla’s non-operating property portfolio by leading strategic reviews of Heva Hosco and Rock Creek/Montanore;

•

Developed analysis of Hecla and the silver industry with respect to jurisdictional risk, market, deposits, and peers and helped to implement findings in our marketing and strategic plan;

•

Secured processing of Fire Creek bulk sample at third-party facility; and

•

Completed and expanded due diligence of third-party projects despite COVID-19 restrictions.

Compensation (determined in accordance with SEC rules)

 

		Base Salary				Short-term Incentive				Long-term Incentive				Restricted Stock Units				Performance- Based Shares(1)				Year-over-Year Change				Total Direct Compensation
2020		$	264,000			$	203,280			$	201,000			$	160,000			$	21,485			p	5.7	%		$	849,765
2019		$	264,000			$	92,400			$	297,750			$	150,000				—			q	23.3	%		$	804,150
2018		$	264,000			$	118,800			$	385,800			$	199,999			$	80,534			q	0.2	%		$	1,048,953

(1)

The amounts in this column reflect the aggregate grant date fair value of the performance-based shares for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. Because share performance against the peer group did not meet the threshold for the three-year period 2018-2020, the shares of stock underlying performance-based shares were not issued to our NEOs (i.e., there was zero payout). See 2018-2020 PSU Results on page 68.

2020 Pay Mix

 

Share Ownership – Mr. Brown exceeds the Company’s minimum equity ownership as of December 31, 2020

 

Level Required		Share/Equity Holdings				Average Share Price for calendar year  2020				Total Value
2x Base Salary (=$528,000)			306,885	*		$	4.0506			$	1,243,068

*	Does not include unvested performance-based units.

 

2021 Proxy Statement    7

 

Proxy Statement Summary

 

David C. Sienko, Vice President – General Counsel
		Mr. Sienko has 27 years experience in practicing law. As Hecla’s General Counsel, he is primarily responsible for all legal and compliance matters faced by the Company, including with respect to securities, mergers, acquisitions and divestitures and other strategic transactions, corporate governance, disclosures, and litigation matters. Mr. Sienko’s 2020 compensation was based in part on specific objectives and his STIP in 2020 was based in part on his contribution in leading the Company through legal and regulatory matters.

2020 Achievements

 

•

Led the Company’s efforts to successfully resolve key litigation and regulatory matters including a class action claim related to the Klondex acquisition, and a lawsuit challenging the Montanore mining claims;

•

Successfully resolved various other tax and insurance disputes;

•

Supported the Board and managed or supported the Company’s corporate governance, regulatory compliance, and disclosure programs; and

•

Supported various business units during the review of key contracts related to supply chain and sales of products.

Compensation (determined in accordance with SEC rules)

 

		Base Salary					Short- term Incentive					Long-term Incentive					Restricted Stock Units					Performance- Based Shares(1)					Year- over- Year Change					Total Direct   Compensation
2020			$	256,875				$	231,875				$	201,000				$	150,000				$	20,462				p	3.7	%			$	868,337
2019			$	250,000				$	140,000				$	297,750				$	150,000					—				q	18.3	%			$	837,750
2018			$	250,000				$	150,000				$	385,800				$	175,000				$	64,901				p	1.9	%			$	1,025,701

(1)

The amounts in this column reflect the aggregate grant date fair value of the performance-based shares for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. Because share performance against the peer group did not meet the threshold for the three-year period 2018-2020, the shares of stock underlying performance-based shares were not issued to our NEOs (i.e., there was zero payout). See 2018-2020 PSU Results on page 68.

2020 Pay Mix

 

Share Ownership – Mr. Sienko exceeds the Company’s minimum equity ownership as of December 31, 2020

 

Level Required		Share/Equity Holdings					Average Share Price for calendar year  2020					Total Value
2x Base Salary (=$530,000)				754,165	*			$	4.0506				$	3,054,821

*	Does not include unvested performance-based units.

 

8     www.hecla-mining.com

 

Proxy Statement Summary

 

Corporate Governance Highlights

We are committed to corporate governance standards and executive compensation practices that create long-term value for our shareholders and positive influences on the governance of the Company, which includes the following highlights:

Executive Compensation

 

Stock Ownership Guidelines		We have stock ownership guidelines for our executive officers and our directors.
Annual Say-on-Pay Vote		Our shareholders have the opportunity annually to cast an advisory vote on our executive compensation.
At-Risk, Performance-Based Compensation		79.5% of the CEO’s and 68.3% of the other NEOs’ pay is at-risk. Over 66.5% of total compensation for the CEO is performance-based and 55.9% of total compensation for the other NEOs is performance-based.
Stock Awards		We grant restricted stock units to retain our senior executives and align their interests with the long-term interests of our shareholders. The restricted stock units vest annually in equal amounts over a three-year period, and are generally forfeited if the recipient resigns, retires, or is otherwise terminated, unless they meet certain age and years of service conditions. Our 2010 Stock Incentive Plan provides for a double-trigger vesting on equity awards.
Performance-based Shares		We grant performance-based shares that have value based on how our TSR ranks within our selected peer group and have no value if the share performance does not exceed the 50th percentile in the peer group. For the last two years the performance-based shares have had no value.
Change in Control Agreements		Our change in control agreements contain double-trigger payments and contain no excise tax gross-up provision.
Insider Trading Policy		Our Insider Trading Policy prohibits all directors, executive officers, and certain other employees from purchasing or selling any Company securities three weeks before through two days after the public release of any of our periodic results, or at any other time during the year while in possession of material non-public information about the Company.
Anti-hedging and Anti-pledging policies		Our Insider Trading Policy provides that directors and officers are prohibited from hedging or pledging any securities of the Company.
Clawback Policy		Each of the Company’s incentive plans (Short-term Incentive Plan, Long-term Incentive Plan, Key Employee Deferred Compensation Plan, and 2010 Stock Incentive Plan) have clawback provisions.

Shareholder Rights

 

Director Resignation Policy		Directors who receive more “Against” votes than “For” votes must tender their resignation to the Board for consideration.
No Poison Pill		We do not have a shareholder rights plan (commonly referred to as a “poison pill”).
Majority Voting for Director Elections		Directors are elected by a majority of votes cast, which increases Board accountability to shareholders.

 

2021 Proxy Statement    9

 

Proxy Statement Summary

 

Board Structure

 

Governance Policies		Our Corporate Governance Guidelines provide shareholders with information regarding the best practice principles of our corporate governance program and Board framework.
Board Refreshment and Tenure		We added two new directors in 2016, one new director in 2017, and one new director in 2021, thereby reducing the average tenure of the Board.
Independence		Eight of nine directors are independent, including all Audit, Compensation, and Governance Committee members.
Independent Chairman of the Board		The positions of CEO and Chairman of the Board are held by separate persons.
Regular Executive Sessions of Independent Directors		Executive sessions of independent directors are included on the agenda for every regularly scheduled Board meeting.
Committee Governance		With the exception of our Executive Committee, our Board committees have written charters that clearly establish their respective roles and responsibilities and are comprised exclusively of independent directors. Committee composition and charters are reviewed annually by our Board. The charters for our Audit and Compensation Committees were amended in February 2020, and our Governance and Social Responsibility Committee (sometimes referred to herein as the “Governance Committee”) (f/k/a Corporate Governance and Directors Nominating Committee) amended its charter in March 2021.
Director Retirement		Directors will not be nominated for re-election after their 75th birthday.
Annual Performance Evaluations		The Governance Committee oversees an annual performance evaluation of our Board, while the committees perform their own self-evaluations on an annual basis and discuss the evaluations with the Board.
Access to Management and Experts		Our Board and committees have complete access to all levels of management and can engage advisors at our expense, giving them access to employees with direct responsibility for managing our Company and experts to help them fulfill their oversight responsibilities on behalf of our shareholders.
Succession Planning		The Compensation Committee and our full Board review potential successors to our CEO and other senior executives annually to develop our future leaders and ensure we can sustain business continuity, if any of these key employees were to leave our Company.

 

10     www.hecla-mining.com

 

Proxy Statement Summary

 

Class II Director Nominees to Serve Until the 2024 Annual Meeting

Our Board is currently composed of nine members divided into three classes, with each class serving a term of three years. The following table summarizes important information about each director nominee standing for re-election to the Board for a three-year term expiring in 2024. Our director, George R. Nethercutt, Jr., has reached the mandatory retirement age and will not be standing for re-election at the Annual Meeting. The size of the Board is expected to be reduced to eight at the Annual Meeting. See page 37 for more information on the director nominees.

 

Class II Director Nominees		Experience and Qualifications
Stephen F. Ralbovsky (age 67) Director since 2016 Founder and Principal of Wolf Sky Consulting LLC   Committees served on: Audit (Chair) Governance and Social Responsibility		•  Audit Committee financial expert •  Corporate Governance •  Finance •  Industry experience •  International business •  Industry association participation		•  Senior leadership •  Legal and compliance •  Reputation in the industry •  Risk management •  Strategic planning, business development, and business operations
Catherine “Cassie” J. Boggs (age 66) Director since 2017 Former General Counsel at Resource Capital Funds   Committees served on: Governance and Social Responsibility (Chair) Audit Compensation		•  Corporate Governance •  Finance •  Industry experience •  International business •  Industry association participation •  Senior leadership		•  Legal and compliance •  Reputation in the industry •  Risk management •  Strategic planning, business development, and business operations

Shareholder Engagement

We view our relationship with our shareholders as a critical part of our corporate governance and social responsibility profile. Among other things, proactive engagement with our shareholders helps us to understand expectations for our performance, maintain transparency, and shape corporate governance and compensation policies. In November and December 2020, we contacted 30 of our top shareholders, representing approximately 55% of our aggregate outstanding shares of common stock, and engaged with all who responded to our invitation to discuss executive compensation and environmental, social responsibility and governance (“ESG”) matters. This led to focused discussions between senior executives (excluding our CEO) and the shareholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Shareholder feedback is reported to and discussed with our Board and relevant committees.

 

October through November:   •  Conduct fall shareholder outreach program •  Participate in shareholder conferences •  Engage with investors and proxy advisory firms on proxy disclosures		December through February:   •  Report to the Board or respective committee on shareholder outreach results •  Prepare Proxy Statement and Annual Report		April through June:   •  Review proxy advisory firm reports •  Hold Annual Shareholders Meeting •  Publish Social Responsibility Report

In 2020, we increased our focus and efforts on incorporating additional ESG factors into our long-term business strategy and incentive compensation programs and communicated our ESG practices and performance with investors and other stakeholders. In 2020, management conducted approximately 15 presentations for analysts and investors, held approximately 140 one-on-one and group meetings with investors, and hosted 4 quarterly conference calls with investors and analysts allowing for questions and answers with management. In addition, the Company responded to questions from investors and analysts by telephone and email throughout the year.

 

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Proxy Statement Summary

 

We believe this combined approach has resulted in constructive feedback and input from shareholders and we intend to continue these efforts. See Shareholder Outreach in 2020 on page 23 for further discussion of our shareholder outreach.

 

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GENERAL INFORMATION ABOUT THE MEETING

Notice and Access

This year we are furnishing our Proxy Materials to our shareholders primarily via “Notice and Access” delivery pursuant to Securities and Exchange Commission (“SEC”) rules. On April 5, 2021, we mailed to our shareholders (other than those who previously requested a printed set) a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) containing instructions on how to access the Proxy Materials via the Internet. Utilizing this method of proxy delivery expedites receipt of Proxy Materials by our shareholders, reduces the cost of producing and mailing the full set of Proxy Materials and helps us contribute to sustainable practices.

If you receive a Notice by mail, you will not receive a printed copy of the Proxy Materials in the mail. Instead, the Notice instructs you on how to access the Proxy Materials and vote over the Internet. If you received a Notice by mail and would like to receive paper copies of our Proxy Materials in the mail, you may follow the instructions in the Notice for making this request. The Notice also contains instructions on how you may request to receive an electronic copy of our Proxy Materials by email.

Our Proxy Materials can be viewed online on our website at www.hecla-mining.com by selecting “Investors” and then “Annual Meeting,” or under our profile on the SEC EDGAR website at www.sec.gov/edgar.shtml.

Record Date, Shares Outstanding and Quorum

If you were a holder of Hecla common stock either as a “shareholder of record” or as the “beneficial owner” of shares held in street name as of the Record Date, you may vote your shares at the Annual Meeting by following the instructions on page 15 under Methods of Voting. As of the Record Date, 535,333,953 shares of common stock were outstanding and entitled to vote at the Annual Meeting. Shares of our common stock that are held by us in our treasury are not counted as shares outstanding and will not be voted. Each shareholder has one vote for each share of common stock held as of the Record Date.

A quorum must be present in order for business to be conducted at the Annual Meeting. A quorum consists of the presence at the Annual Meeting, in person or represented by proxy, of a majority of the outstanding shares of our common stock as of the Record Date. Shares represented by proxies marked “Abstain” and “broker non-votes” are counted in determining whether a quorum is present for the transaction of business at the Annual Meeting.

Instructions for the Virtual Annual Meeting

For health and safety reasons due to the COVID-19 pandemic, this year our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We may return to an in-person Annual Meeting in 2022, but have not yet reached a final determination.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/HL2021 and enter the 16-digit control number included on your Notice of the Proxy Materials, on your proxy card, or on the instructions that accompanied your Proxy Materials. You may log into the meeting platform beginning at 9:45 a.m. PDT on May 19, 2021. The meeting will begin promptly at 10:00 a.m. PDT on May 19, 2021.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you wish to submit a question, you may do so in two ways. If you want to ask a question before the meeting, then beginning at 8:30 a.m. PDT on May 17, 2021 and until 11:59 p.m. PDT on May 18, 2021, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HL2021, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to other matters that are not pertinent to the

 

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General Information About The Meeting

 

meeting may not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints can be sent to our Company email address at hmc-info@hecla-mining.com. We will answer your questions as soon as practical after the meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Broker Non-Votes

A “broker non-vote” occurs when a broker or other nominee who holds shares in street name for a client returns a proxy but provides no instruction as to how shares should be voted on a particular “non-routine” matter. The Dodd-Frank Act and stock exchange rules prevent brokers from casting votes on “non-routine” matters.

Votes Required for the Proposals

Under New York Stock Exchange (“NYSE”) rules, if your shares are held in street name and you do not indicate how you wish to vote, your broker is only permitted to exercise its discretion to vote your shares on certain “routine” matters. Proposal 2 (Ratification of Appointment of BDO USA, LLP) is a “routine” matter. Proposal 1 (Election of Directors), Proposal 3 (Approval of our Named Executive Officer Compensation), and Proposal 4 (Approval of Amendment to the Hecla Mining Company Key Employee Deferred Compensation Plan) are “non-routine” matters. Accordingly, if you do not direct your broker how to vote for Proposals 1, 3 or 4, your broker is not permitted to exercise discretion and is not permitted to vote your shares on such matters. This is called a “broker non-vote.”

Proposal 1 – Election of Class II Directors. Pursuant to our Bylaws, each director will be elected by the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Under a majority of votes cast standard, the shares voted “for” a nominee must exceed the number voted “against” that nominee. Shareholders may vote “for,” “against” or “abstain” with respect to this proposal. Abstentions and broker non-votes are not counted as votes cast, and thus will have no effect on the outcome of the vote. A properly executed proxy card marked “AGAINST” with respect to the election of directors will have an effect on the outcome of the vote. If the votes cast “against” an incumbent director exceed the number of votes cast “for” the director, the director will not be elected, will remain on the board as a holdover director and must stand for election at the next annual meeting of shareholders, absent his or her earlier resignation or removal. See Majority Voting for Directors and Director Resignation Policy on page 32 for a description of our director resignation policy.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the nominees for election as directors.

Proposal 2 – Ratification of the Appointment of BDO USA, LLP as our Independent Registered Public Accounting Firm for 2021. Under the Sarbanes-Oxley Act of 2002, the Audit Committee has the sole authority to appoint the independent registered public accounting firm for the Company. However, the Board feels that it is important for the shareholders to approve the selection of BDO USA, LLP. This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Abstentions and broker non-votes are not counted as votes cast, and thus will have no effect on the outcome of the vote. Votes marked “AGAINST” will have an effect on the outcome of the vote. The appointment of our independent registered public accounting firm for calendar year 2021 is considered a “routine” matter and brokers that are not directed how to vote are permitted to vote shares held in street name for their customers on this proposal.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021.

Proposal 3 – Approval, on an Advisory Basis, of our Executive Compensation. For more information on approval of our executive compensation see “Proposal 3 – Approval, on an Advisory Basis, of our Executive Compensation” beginning on page 48. The advisory vote on executive compensation will require the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Under a majority of votes cast standard, the shares voted “for” Proposal 3 must exceed the number voted “against” Proposal 3 for the proposal to be approved. Abstentions and broker non-votes are not counted as votes cast for this purpose and will have no effect

 

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on the outcome of the vote. Votes marked “AGAINST” will have an effect on the outcome of the vote. Even though your vote is advisory and therefore will not be binding on the Company, the Board’s Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of our NEOs.

Proposal 4 – Approval of Amendment to the Hecla Mining Company Key Employee Deferred Compensation Plan. Approval of this proposal will require the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. Under a majority of votes cast standard, the shares voted “for” Proposal 4 must exceed the number voted “against” Proposal 4 for the proposal to be approved. Abstentions and broker non-votes are not counted as votes cast for this purpose and will have no effect on the outcome of the vote. Votes marked “AGAINST” will have an effect on the outcome of the vote.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve an amendment to our Hecla Mining Company Key Employee Deferred Compensation Plan.

Discretionary voting by proxies on other matters. Aside from the proposals discussed above, no other proposals have been timely submitted in accordance with our Bylaws, and we do not know of any other proposal that may be presented at the Annual Meeting. However, if any other business is properly presented at the Annual Meeting, your proxy gives authority to Phillips S. Baker, Jr., and Michael B. White to vote on such matters at their discretion.

Proxies

A “proxy” is your legal appointment in a written document of another person to vote the shares that you own in accordance with your instructions. The persons you appoint to vote your shares are also called proxies. We have designated Phillips S. Baker, Jr., our President and CEO, and Michael B. White, our Corporate Secretary, as proxies for the Annual Meeting. When you sign the proxy card, you appoint each of Messrs. Baker and White as your representatives at the Annual Meeting. As your representatives, they will vote your shares at the Annual Meeting (including any adjournment or postponement) as you have instructed them on your proxy card.

Proxies Submitted but not Voted

If you properly sign and return your proxy card or complete your proxy via the telephone or Internet, your shares will be voted as you direct. If you sign and return your proxy but do not specify how you want your shares voted they will be voted FOR (i) the election of all nominees for Director as set forth under Election of Class II Directors; (ii) ratification of the appointment of the independent registered public accountants; (iii) approval, on an advisory basis, of our executive compensation; and (iv) approval of an amendment to our Hecla Mining Company Key Employee Deferred Compensation Plan.

Methods of Voting

If your shares are held in your name, you have the right to vote your shares at the virtual Annual Meeting by following the instructions listed below. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name. Since a beneficial owner is not the shareholder of record, you may not vote your shares at the virtual Annual Meeting unless you obtain a “legal proxy” from your broker or nominee that holds your shares, giving you the right to vote the shares at the virtual Annual Meeting.

Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote without participating in the Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker or nominee. In most cases, you will be able to do this by using the Internet, by telephone, or by mail if you received a printed set of the Proxy Materials.

To vote by mail:

 

•

Mark, sign, and date your proxy card; and

•

Return your proxy card in the enclosed postage-paid envelope.

 

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General Information About The Meeting

 

To vote by proxy over the Internet:

 

•

Have your proxy card or Notice available;

•

Log on to the Internet and visit the website noted on your proxy card or Notice (www.proxyvote.com);

•

Follow the instructions provided; and

•

Do not mail your proxy card.

To vote by proxy by telephone:

 

•

Have your proxy card available;

•

Call the toll-free number listed on your proxy card (1-800-690-6903);

•

Follow the recorded instructions; and

•

Do not mail your proxy card.

To vote during the Annual Meeting:

 

•

Shares may be voted at the meeting by completing a ballot online during the meeting at www.virtualshareholdermeeting.com/HL2021.

To vote your 401(k) Plan shares:

If you participate in the Hecla Mining Company Capital Accumulation Plan (“401(k) Plan”) and hold shares of our common stock in your 401(k) Plan account as of the Record Date, you will receive a request for voting instructions from the plan trustee (“Vanguard”) with respect to your 401(k) Plan shares. You are entitled to direct Vanguard how to vote your 401(k) Plan shares. If you do not provide voting instructions to Vanguard by 10:00 a.m., Eastern Daylight Time, on May 17, 2021, the Hecla shares in your 401(k) Plan account will be voted by Vanguard in the same proportion as the shares held by Vanguard for which voting instructions have been received from other participants in the 401(k) Plan.

Revoking a Proxy

If you are a shareholder of record, you may revoke your proxy and change your vote at any time before your proxy is voted at the Annual Meeting, in any of the following ways:

 

•

By sending a written notice of revocation to our Corporate Secretary, if such notice is received prior to the vote at the Annual Meeting, at our principal executive offices:

Hecla Mining Company

Attn: Corporate Secretary

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, ID 83815-9408

 

•

By submitting a later-dated proxy to our Corporate Secretary prior to the vote at the Annual Meeting; or

•

Voting online during the meeting if you are a “shareholder of record” or a “beneficial owner.”

If you hold your shares in street name, you should contact your broker for information on how to revoke your voting instructions and provide new voting instructions.

If you hold your shares in the 401(k) Plan, you may revoke your previously provided voting instructions by filing with Vanguard either a written notice of revocation or a properly executed proxy bearing a later date prior to the deadline for voting your 401(k) Plan shares. If you hold your Hecla shares outside of the 401(k) Plan, you may vote those shares separately.

Costs of Solicitation

We will bear all costs and expenses relating to the solicitation of proxies, including the costs of preparing, assembling, printing, mailing, and distributing these Proxy Materials. We have hired Broadridge to assist us in mailing these Proxy Materials. Additionally, we have retained Morrow Sodali LLC, 470 West Ave., Stamford, Connecticut to assist in the solicitation of votes for an estimated fee of $9,000, plus reimbursement of certain out-of-pocket expenses. Solicitations may be made personally or by mail, facsimile, telephone, or via the Internet. However, if you choose to access the Proxy Materials over the Internet, you are responsible for any Internet access charges you may incur. Arrangements will be made with brokerage firms and other custodians, nominees, and fiduciaries for forwarding solicitation materials to the beneficial owners of the shares of common stock held by such persons, and we will reimburse such brokerage firms, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with such activities.

 

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Results of the Annual Meeting

Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K that we expect to file with the SEC within four business days of the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting the SEC’s website at www.sec.gov, visiting our website at www.hecla-mining.com under “Investors,” and then selecting “Financial Reports & Filings,” or contacting our Investor Relations Department by writing to Investor Relations Department, Hecla Mining Company, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, ID 83815-9408 or by sending an email to hmc-info@hecla-mining.com.

Householding of Proxy Materials

Many brokerage firms, financial institutions and transfer agents have instituted “householding” procedures for beneficial owners and shareholders of record. Householding is when a single copy of our Proxy Materials is sent to a household in which two or more shareholders reside if they appear to be members of the same family. This practice is designed to reduce duplicate mailings and save significant printing and postage costs, as well as natural resources.

If you are a beneficial owner, you may have received householding information from your broker, financial institution, or other nominee shareholder in the past. Please contact the shareholder of record directly if you have questions, require additional copies of our Proxy Materials, or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the shareholder of record if you wish to institute householding. These options are available to you at any time.

Shareholders of record who share an address and would like to receive a separate copy of our Proxy Materials for future annual meetings, or have questions regarding the householding process, may contact our transfer agent, American Stock Transfer & Trust Company, either by written request or by telephone at the address and telephone number listed below. By contacting American Stock Transfer & Trust Company, shareholders of record sharing an address can also request delivery of multiple copies of our Proxy Materials in the future.

American Stock Transfer & Trust Company

6201 15^th Avenue

Brooklyn, New York 11219

Telephone: 1-800-937-5449

Electronic Delivery of Proxy Materials, Annual Reports, News Releases and Documents Filed with the Securities and Exchange Commission

We want to communicate with you in the way that is most convenient for you. Our Proxy Materials are available on our website at www.hecla-mining.com. Instead of receiving paper copies of next year’s Proxy Materials by mail, you can elect to receive an email message that will provide a link to those documents online. By opting to access your Proxy Materials online, you will:

 

•

Gain faster access to your Proxy Materials;

•

Save us the cost of producing and mailing documents to you; and

•

Help preserve environmental resources.

If you are a shareholder of record, you may request and consent to electronic delivery of future Proxy Materials by following the instructions on your proxy card or by visiting our website at www.hecla-mining.com under “Investors,” and then selecting “Electronic Proxy Request.” If your shares are held in street name, please contact your broker, and ask about the availability of electronic delivery. If you select electronic delivery, we will discontinue mailing the Proxy Materials to you beginning next year and you will be sent an email message notifying you of the Internet address or addresses where you may access the Proxy Materials. Your consent to electronic delivery will remain in effect until you revoke it. If you selected electronic delivery last year, we will not mail the Proxy Materials to you this year and you will receive an email message with the Internet address where you may access the Proxy Materials for the current year.

Shareholders may also elect to receive notice of our filings with the SEC, annual reports, and news releases by email. You may sign up for this service by visiting our website at www.hecla-mining.com under “Investors” and selecting “Receive Email Alerts.”

 

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Annual Report

Our Annual Report to Shareholders, consisting of our Form 10-K for the year ended December 31, 2020, and other information, is being made available to shareholders with this Proxy Statement. Shareholders may obtain a copy of our Annual Report for the calendar year ended December 31, 2020, without cost, by written or oral request to:

Hecla Mining Company

Attention: Investor Relations

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815-9408

Telephone: 208-769-4100

You can also access our SEC filings, including our Annual Reports on Form 10-K, and all amendments thereto, on the SEC website at www.sec.gov/edgar.shtml or on our website at www.hecla-mining.com under “Investors,” and then selecting “Financial Reports & Filings.”

 

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CORPORATE RESPONSIBILITY

Hecla’s Commitment to Environmental, Social Responsibility and Governance (“ESG”)

Responsible mining means being transparent, managing risks that could impact our operations, people, the environment and our communities. This includes integrating into our business strategies, the ESG performance factors that are most important to our stakeholders and business. We benchmark against the Sustainability Accounting Standards Board (“SASB”) metals and mining standards and relevant aspects of the Task Force on Climate-Related Financial Disclosures. We have also prioritized the United Nations Foundation Sustainable Development Goals that most directly align with our business, corporate strategy, and material sustainability issues.

On our website, you can find Hecla’s ESG reporting and data and view our SASB-compliant 2019 Sustainability Report. Our 2020 Sustainability Report will be available on our website in the second quarter of 2021. Governance is discussed in the next section of this Proxy Statement, so this section primarily focuses on the 2020 highlights around the areas of environment, human capital management, safety, and community engagement.

ESG Oversight

Two committees of the Board provide ESG oversight. The Health, Safety, Environmental and Technical Committee of Hecla’s Board is tasked with overseeing ESG risks, strategic plans, and progress on issues that may potentially adversely impact Hecla’s operations, activities, plans, strategies, or reputation. The focus is primarily internal matters and the technical requirements on ESG matters. The Governance and Social Responsibility Committee is tasked with reviewing and making recommendations to the Board for ESG matters. The focus is primarily on policy and external matters. Each committee will rely on the activities of the other.

At the executive level, the Senior Vice President and Chief Operating Officer, and the Vice President of External Affairs reports directly to the Chief Executive Officer and are responsible for implementing the Company’s ESG programs. At our operations, the Vice President – General Managers ensure continuous improvement toward sustainability goals.

Environment

Mining operations can directly or indirectly impact the environment, including climate, water, land, and air. At each of our sites, we seek to reduce our environmental impact and set reduction targets for freshwater and energy use.

Climate Change

Hecla is aware of and seeks to manage any potential physical and transition risks or opportunities from climate change. In 2021, we also will be establishing targets against the goal of being net carbon neutral by 2030. You can find more information on this and other ESG topics on our website at www.hecla-mining.com, and selecting “Responsible Mining.”

Risk Management

Hecla conducts on at least a triennial basis, structured high-level risk assessments (“HLRAs”) which include climate change considerations and appropriate materiality re-assessments. We then develop site specific management action plans that are assigned to each site management team for resolution. Each key risk identified in the HLRA response action plan is designated an appropriate performance metric by which progress can be measured.

 

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Corporate Responsibility

 

Safety and Health

Hecla’s commitment to continuous improvement in health and safety is part of our corporate culture. Our goal is to continually identify hazards and mitigate risks at our operations in order to achieve zero occupational injuries and illnesses.

 

 

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Corporate Responsibility

 

Human Capital Management

Hecla’s human capital management is dedicated to continuously investing in the technology, training, systems, and programs that help protect and support our people. We also seek to have our workforce mirror the local demographic diversity including woman, ethnicities, and local indigenous people.

At the executive level, the Vice President of Human Resources reports directly to the Chief Executive Officer and is responsible for implementing the Company’s human capital management program. The position is an executive-level position to reflect the priority we place on utilizing our human capital resources to meet our business strategy. At the local level, each operating site has a human resource professional whose primary role is to manage the Company’s human capital management program at their respective site.

 

Community Engagement

Responsible mining means integrating with the community to support the economic and social framework of these host communities.

 

 

2021 Proxy Statement    21

 

CORPORATE GOVERNANCE AND RELATED MATTERS

We believe that good corporate governance practices reflect our values and support our strategic and financial objectives and performance. Our corporate governance practices are generally reflected in our Bylaws, Corporate Governance Guidelines, Code of Conduct, Whistleblower Policy, and committee charters, which can all be found at www.hecla-mining.com under “Investors” and then selecting “Corporate Governance.”

Hecla’s Board Commitment to Shareholder Engagement

Why and how we engage. Our Board and management team recognize the benefits of regular engagement with our shareholders in order to remain attuned to their different perspectives on matters affecting Hecla. Dialogue and engagement efforts allow our Board and management the opportunity to:

 

•

discuss developments in our business and provide transparency and insight about our strategy and performance; and

•

assess issues that may affect our business, corporate responsibility, and governance practices.

 

 

 

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Corporate Governance and Related Matters

 

Shareholder Outreach in 2020

Over the last several years we have undertaken significant shareholder outreach efforts in order to elicit and understand the concerns of our shareholders. In November and December 2020, we sought engagement with 30 of our largest shareholders. Of the 30 invitations we sent, only 3 large shareholders responded, as well as two proxy advisory firms. All others responded they did not need to meet with the Hecla outreach team to discuss any compensation or ESG matters. Also, in 2020, we conducted meetings and conference calls with investors and analysts and participated in invitation only investment conferences. In 2020, management conducted approximately 15 presentations, held approximately 140 one-on-one and group meetings with investors, and hosted 4 quarterly conference calls with investors and analysts allowing for questions and answers with management. In addition, we responded to questions from investors and analysts by telephone and email throughout the year.

Say-on-Pay

In 2020, our Say-on-Pay proposal received 72% support. The one recurring compensation topic raised during shareholder outreach was our policy of targeting total direct compensation (base salary, short- and long-term incentives) for our NEOs between the median and the 75^th percentile of both the peer group and survey data. In June 2020, the Compensation Committee reviewed our pay policy, and amended it by targeting base salaries below the median of our peer group, but targeting incentives above the peer median. The total direct compensation of our NEOs’ is now targeted at approximately the 50^th percentile. The process of setting targeted compensation includes consideration of each NEO’s skills, experience, knowledge, and reputation in the industry, as well as Company needs. Because base salaries are targeted below the median level, NEOs must accomplish strategic goals in order to achieve median or above median total direct compensation. Due to this change in our pay policy, the CEO’s total direct compensation was reduced by 20%.

Corporate Governance

In addition to seeking input on our compensation practices, our shareholder outreach program seeks to identify not only corporate governance matters that are of concern primarily to our shareholders, but also to the major proxy advisory firms.

In our 2020 and 2021 shareholder outreach, we discussed three of our corporate governance features that may have an anti-takeover effect on the Company with certain institutional shareholders and proxy advisory firms with whom we met. The shareholders and proxy advisory firms unanimously told us that due to the repeated failure of these proposals, and the desire to improve the format and readability of our proxy statement and the resources involved in printing and mailing a lengthier proxy statement, they would not object if we did not include these proposals at our 2020 and 2021 Annual Meetings. See Prior Proxy Proposals to Amend our Certificate of Incorporation and Bylaws on the next page for further discussion.

Other corporate governance topics discussed in our outreach program have included board diversity and refreshment. In response, we added two new directors in 2016, one new director in 2017, and one new director in 2021, thereby reducing the average tenure of the Board. We also have one director, who will not stand for re-election at the May 2021 Annual Meeting due to mandatory retirement, and several other directors who are within one to two years of retirement age, and will not be standing for re-election at the end of their respective terms, thus allowing us to refresh the Board further within the next few years.

ESG Matters

Another topic of discussion with our shareholders and proxy advisory firms was on ESG matters, and specifically how we managed through the COVID-19 pandemic. In early 2020, we were considered an essential business at the beginning of the pandemic in Nevada, Alaska and Idaho, and launched a proactive response to the escalating COVID-19 pandemic, while temporarily suspending operations at our Casa Berardi Mine, and at our San Sebastian Mine due to government mandated closures. Both of those sites returned to full operations within a few weeks to a month. To mitigate the impact of COVID-19, we took precautionary measures, including implementing very detailed corporate and site-specific plans in early 2020. Our plans included being flexible and quickly adapting to enhanced cleaning practices, implementing temperature testing, and quarantining protocols. We also commenced remote work protocols for those employees who wished to work remotely and could effectively do so. We took those actions to secure the safety of our employees, our vendors, and the communities in which our team members live and work, and to adhere to the Center for Disease Control recommendations.    

 

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Corporate Governance and Related Matters

 

Prior Proxy Proposals to Amend our Certificate of Incorporation and Bylaws

In each of 2014, 2016, 2017, 2018 and 2019, we included a proposal in our proxy statement to approve amendments that would allow, in certain circumstances, shareholders to call special meetings of shareholders. In each of 2016, 2017, 2018 and 2019, we included another proposal in our proxy statement to approve amendments to certain provisions contained in our charter in order to lower the supermajority voting provisions contained in those documents. In 2018, we included an advisory proposal to our shareholders to declassify our Board, which received majority support; and, in 2019, we included a proposal to approve charter amendments relating to the declassification of the Board.

With one exception, we placed each of these proposals on the annual meeting agenda in the years listed above, and the Board recommended that our shareholders approve the proposals. The one exception was the non-binding advisory proposal recommending the Board take action to declassify the Board, presented in 2018, which a shareholder submitted under SEC Rule 14a-8. We included that shareholder proposal in the proxy statement for the 2018 annual meeting, and the Board expressly did not oppose that proposal. The Board, acting on its own, submitted a similar declassification proposal at the 2019 annual meeting and recommended that our shareholders approve the proposal.

The proposals described above (with the exception of the 2018 advisory proposal submitted by a shareholder) fell well short of the required vote for approval by our shareholders each time we submitted them for votes at our annual meetings, notwithstanding the recommendations of the Board and the fact that we retained a proxy solicitor to assist in the solicitation of votes in each of the years when these proposals were submitted. Below is a table that shows the actual voting results, the votes that were required for each proposal to be approved, and the shortfall in votes of each proposal in each year it was submitted. In each case, the proposal needed the approval of 80% of our outstanding shares of common stock.

Proposal to Approve Amendments to our Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions

 

Year		Shares Outstanding					Required “FOR” Votes					Actual “FOR” Votes Received					Against Votes Received					Shortfall					% of Outstanding   Shares Voted   “FOR”
2016				380,842,223					304,673,778					177,200,861					5,764,548					76,168,445					47
2017				395,826,290					316,661,032					214,732,478					8,976,539					79,165,258					54
2018				400,301,617					320,241,294					223,400,328					5,405,453					80,060,323					55
2019				482,987,752					386,390,202					257,063,199					11,886,930					96,597,550					53

Proposal to Approve Amendments to our Certificate of Incorporation and Bylaws to Permit Shareholders to Call for Special Meetings

 

Year		Shares Outstanding					Required “FOR” Votes					Actual “FOR” Votes Received					Against Votes Received					Shortfall					% of Outstanding   Shares Voted   “FOR”
2014				342,834,942					274,267,954					140,753,754					4,946,591					68,566,988					41
2016				380,842,223					304,673,778					179,810,956					4,235,483					76,168,445					47
2017				395,826,290					316,661,032					219,201,950					4,713,205					79,165,258					55
2018				400,301,617					320,241,294					225,919,629					3,316,503					80,060,323					56
2019				482,987,752					386,390,202					260,305,285					8,984,083					96,597,550					54

Proposal to Approve Amendments to our Certificate of Incorporation and Bylaws to Declassify our Board of Directors

 

Year		Shares Outstanding					Required “FOR” Votes					Actual “FOR” Votes Received					Against Votes Received					Shortfall					% of Outstanding   Shares Voted   “FOR”
2019				482,987,752					386,390,202					260,593,846					8,654,293					96,597,550					54

 

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In 2019, after consulting with several large shareholders and two proxy advisory firms, the Board determined not to submit any of those proposals for shareholder votes at the 2020 Annual Meeting. In making its decision, the Board considered the repeated failure of our shareholders to approve these proposals and the specific voting results set forth above, as well as our efforts to improve the format and readability of our proxy statement and the resources involved in printing and mailing a lengthier proxy statement. In 2020, we consulted several of our large shareholders and two proxy advisory firms on the same matter, and the Board determined not to submit any of those proposals for shareholder votes at the 2021 Annual Meeting as well. The Board will continue to assess evolving best practices in corporate governance matters, including the subjects of these prior proposals. In future years, we may again include one or more of these proposals on the agenda for an annual meeting.

In addition to continually assessing evolving best practices, the Board will continue to give appropriate consideration to any formal shareholder proposals and other feedback that we receive from shareholders. Furthermore, we intend to continue our shareholder outreach efforts so that we can understand and appropriately react to the viewpoints of our shareholders on corporate governance and other matters.

The Board’s Role and Activities in 2020

Our Board acts as the ultimate decision-making body of the Company on certain fundamental matters and advises and oversees senior management on other matters. In carrying out its responsibilities, the Board reviews and assesses Hecla’s long-term strategy. During 2020, there were five meetings of the Board. Directors are expected to make every effort to attend the Annual Meeting, all Board meetings, and the meetings of the committees on which they serve. All members of the Board attended last year’s Annual Meeting of Shareholders, which was held in May 2020. In 2020, each director attended 100% of the meetings of the Board and 95% of the meetings of the committees of which they are a member.                

Role of Board in Risk Oversight

Our Board is responsible for ensuring that the risk management processes designed and implemented by management are functioning appropriately, and that necessary steps are taken to foster a culture of risk-adjusted decision-making within Hecla. Throughout the year, our Board receives reports on strategic plans and risks facing each of our operations and the Company as a whole. Our management is accountable for day-to-day risk management efforts. Employees who lead various risk areas report periodically to Board committees and occasionally to our full Board.

 

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The following are the key risk oversight and management responsibilities of our Board, its committees and management:

 

Board of Directors
Monitors (including through committee reports) and assesses risk exposure:
•  Operational •  Strategic		•  Legal and regulatory •  Reputational				•  Financing, including borrowing, liquidity, capital allocation and hedging

Management				Audit Committee
•  Business units identify and manage business risks •  Risk management updates provided through business reports from management are presented at meetings of the Board and its committees throughout the year				•  Financial statement integrity and reporting •  Monitors internal controls •  Oversees audit work •  Monitors compliance with securities and financial regulations •  Major financing and other business risk exposures •  Information security, technology, privacy, and data protection
				Governance and Social Responsibility Committee (“Governance Committee”)
				•  Monitors governance structure, policies, and processes •  Monitors legal and policy matters with potential significant reputational impact •  Monitors environmental, climate, health, safety, sustainability, social (including, but not limited to community relations, indigenous peoples relations, and diversity and inclusion), and public policy trends, issues, guidance, concerns and risks and other corporate responsibility matters (collectively “ESG”) •  Shareholder concerns
				Compensation Committee
				•  Oversees executive compensation policies and practices •  Assesses the Company’s compensation arrangements to determine if their provisions and operations create undesired or unintentional risks of a material nature •  Approves compensation levels and programs for the executive officers, including the CEO
				Health, Safety, Environmental and Technical Committee
				•  Oversees operational and other technical risks, reserves, environmental, health and safety compliance, as well as risks relating to public policy initiatives •  Monitors the implementation and effectiveness of health, safety, environmental and sustainability policies and systems •  Oversees strategy and efforts to protect and improve the quality of the environment, including climate change and sustainability policies and programs •  Monitors efforts to create a culture of continuous improvement related to health, safety, environmental and sustainability practices

Following consideration of the information presented by management, the Board provides feedback and makes recommendations, as needed, which is designed to help minimize the Company’s risk exposure. To the extent any risks identified by each standing committee of the Board are material or otherwise merit discussion by the whole Board, the respective committee chair will raise such risks at the next scheduled meeting of the Board, or sooner if merited.

For the foregoing reasons, we have determined that our risk oversight is appropriate in the context of our specific circumstances, risk management efforts, and the Board’s administration of its oversight function.

 

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Director Independence

Our Corporate Governance Guidelines provide, among other things, that the Board will have a majority of directors who meet the criteria for independence as defined in the NYSE rules. In determining independence each year, the Governance Committee affirmatively determines whether directors have any “material relationship” with the Company. When assessing the “materiality” of a director’s relationship with the Company, the Governance Committee considers all relevant facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation. The Governance Committee also reviews the frequency or regularity of services or transactions between the Company and directors, whether the services or transactions are being carried out at arm’s length in the ordinary course of business and whether the services or transactions are being provided substantially on the same terms to the Company as those prevailing at the time from unrelated parties for comparable services or transactions. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships.

Pursuant to our Corporate Governance Guidelines, the Governance Committee undertook its annual review of director independence in February 2021. During this review, the Governance Committee considered transactions and relationships between each director or any member of his or her immediate family and Hecla, our subsidiaries, and affiliates, including relationships, if any, reported on page 100 under Certain Relationships and Related Transactions. The Governance Committee also examined transactions and relationships between directors or their affiliates and members of our senior management or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

Based upon this assessment, the Board affirmatively determined that the following directors are independent of the Company and its management under the standards set forth by the NYSE:

 

Ted Crumley		Stephen F. Ralbovsky
Catherine J. Boggs		Terry V. Rogers
George R. Johnson		Charles B. Stanley
George R. Nethercutt, Jr.		Alice Wong

Directors are expected to immediately inform the Board of any material change in their circumstances or relationships that may impact their independence.

Board Tenure, Age and Retirement

The average tenure of our directors is approximately 11 years, which reflects a balance of company experience and new perspectives. The average age of our directors is 67. Our Bylaws and Corporate Governance Guidelines provide that directors will not be nominated for re-election after their 75^th birthday. Mr. Nethercutt has reached the mandatory age of retirement and will not stand for re-election at the Annual Meeting.

 

Directors				Tenure				Backgrounds
61 – 65   ····				0 –  5     ····				1/9   Asian
66 – 70   ··				6 – 10				1/9   American Indian and Alaska Native
71 – 75   ··				11 – 15   ··				2/9   Women
76 –  80   ·				16 – 25   ···				9/9   Diverse Backgrounds
Average Age: 67				Average Tenure: 11 yrs.				Accounting, Geology, Legal, Engineering, Finance, Mining, Senior Leadership, International Business and ESG

Board Leadership and Executive Sessions

Currently, the positions of CEO and Chairman of the Board (“Chairman”) are held by separate persons. The Board believes this structure is optimal for the Company at this time because it allows the CEO to focus on leading the Company’s business and operations, and the Chairman to serve as a sounding board and advisor to the CEO, and to lead the activities of the Board. The Board has also determined that having a non-management director serve

 

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as Chairman is in the best interest of shareholders. This structure ensures a greater role for the independent directors in the oversight of the Company, and it enhances the Board’s independence and, we believe, senior management’s accountability to the Board.

If the individual elected as Chairman is the CEO, the independent directors will elect an Independent Lead Director for a one-year term. This would help ensure continued robust independent leadership of the Board.

Currently, our Chairman, Mr. Ted Crumley, chairs meetings of the Board, as well as the executive sessions with independent members of the Board. His duties include:

 

•

chairing annual meetings of shareholders;

•

overseeing the preparation of agendas for Board meetings;

•

preparing for executive sessions of the Board and providing feedback to the CEO;

•

staying current on developments to determine when it may be appropriate to alert the Board to significant pending developments; and

•

serving as a liaison between independent directors and the CEO with respect to sensitive issues.

Executive sessions of independent directors are included on the agenda for every regularly scheduled Board meeting, and during 2020 executive sessions were held at each regularly scheduled Board meeting. The executive sessions are chaired by the Chairman. Our independent directors meet in executive sessions without management present unless the independent directors request their attendance. For the foregoing reasons, we have determined that our leadership structure is appropriate in the context of our specific circumstances.

Director Orientation and Continuing Education

New directors undergo a comprehensive orientation program that introduces them to the Company, including our business operations, strategy, financial position, key members of management and corporate governance. Directors also are encouraged to enroll in director education programs. Directors have contact with leaders throughout the organization and visit our mine sites, where they tour the facilities and interact directly with the personnel responsible for our day-to-day operations. These activities collectively help to ensure that new directors become, and existing directors remain, knowledgeable about the most important issues affecting our Company and our business.

Board and Committee Self-Evaluation Process

Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Accordingly, every year, our Board and each committee of the Board conducts a self-evaluation of its performance and effectiveness. The Governance Committee oversees the annual self-evaluation process on behalf of the Board. Our Board and committee evaluations cover the following topics:

 

•

Board and committee composition, including skills, background and experience;

•

Review of key areas of focus for the Board and committees, and effectiveness in overseeing those responsibilities;

•

Satisfaction of director performance, including that of the Board chair;

•

Board and committee information needs, and quality of materials presented;

•

Areas where the Board should increase its focus;

•

Satisfaction with the Board and committee schedules, agendas, time allocated for topics and encouragement of open communication and discussion;

•

Access to management, experts and internal and external resources;

•

Oversight of financial reporting process and internal control procedures;

•

Ethics and compliance;

•

Company’s strategic direction and annual operating plan;

•

Succession planning;

•

Selection and evaluation process of Board candidates; and

•

Understanding risks.

 

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Evaluation Process

 

1

Corporate Governance Review

2

Annual Board and Committee Evaluations

3

Summary of Evaluations

4

Board and Committee Review

Our self-evaluation process is conducted on an anonymous basis, using our board portal. We have found by using an anonymous evaluation process, the Board and committee members have a level of comfort in being able to critique the Board and/or the committees.

The Board and each committee conduct annual self-evaluations through the use of electronic questionnaires that cover the topics discussed above.

Hecla’s Corporate Secretary uses our board portal to generate a summarized report of our directors’ anonymous responses to the electronic questionnaires, and submits the report to the appropriate chair of each committee of the Board for review before the next quarterly Board and/or committee meeting.

Using the summaries of the self-evaluations as guides, our chair of the Governance Committee reviews the results of the Board evaluation and each committee chair reviews the results of each committee evaluation. The self-evaluations and summaries are shared and discussed with the full Board and each committee. The objective is to allow the Board and each committee to share their perspectives and consider any necessary adjustments in response to the collective feedback from the self-evaluations.

Committees of the Board and Committee Assignments

The Board has five standing committees: Audit; Compensation; Governance and Social Responsibility; Health, Safety, Environmental and Technical; and Executive. Information regarding these committees is provided below. Except for the Executive Committee, all committees are composed entirely of independent directors. The members of each committee are identified below, along with the number of meetings held in 2020. All committee members attended 95% of all meetings of the committees on which they were a member.

 

Executive Committee Members		Functions of the Committee		Meetings in 2020
Phillips S. Baker, Jr., Chair Ted Crumley Terry V. Rogers		•  empowered with the same authority as the Board in the management of our business, except for certain matters enumerated in our Bylaws and Delaware law, which are specifically reserved to the whole Board		None
Audit Committee Members(1),(2),(3)		Functions of the Committee		Meetings in 2020
Stephen F. Ralbovsky, Chair George R. Johnson Charles B. Stanley Catherine J. Boggs Alice Wong(4)		•  assist the Board in fulfilling its oversight responsibilities •  review the integrity of our financial statements •  review the independent auditor’s qualifications and independence •  review the performance of our internal auditor and the independent auditor •  review our compliance with laws and regulations, including disclosure controls and procedures •  review financial risks •  please refer to Report of the Audit Committee on page 46		6
Compensation Committee Members(2)		Functions of the Committee		Meetings in 2020
Terry V. Rogers, Chair Ted Crumley George R. Nethercutt, Jr. Catherine J. Boggs		•  approve the design of our compensation program •  approve compensation levels and programs for the executive officers, including the CEO •  administer our stock-based plans •  please refer to the CD&A on page 50		5

 

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Governance and Social Responsibility Committee Members(2)		Functions of the Committee		Meetings in 2020
Catherine J. Boggs, Chair George R. Nethercutt, Jr. Stephen F. Ralbovsky George R. Johnson		•  periodically review our Corporate Governance Guidelines, Code of Conduct, and other corporate procedures to ensure compliance with laws and regulations •  review any director candidates, including those nominated or recommended by shareholders •  identify individuals qualified to become directors consistent with criteria approved by the Board •  recommend to the Board the director nominees for the next annual meeting of shareholders, any special meeting of shareholders, or to fill any vacancy on the Board •  review the appropriateness of the size of the Board relative to its various responsibilities •  recommend committee assignments and committee chairpersons for the standing committees for consideration by the Board •  recommend policies, programs, practices, metrics, performance indicators and progress concerning ESG matters to the Board •  recommend to the Board any action on ESG and related matters that may be required or considered advisable		4
Health, Safety, Environmental and Technical Committee Members		Functions of the Committee		Meetings in 2020
George R. Johnson, Chair Terry V. Rogers Charles B. Stanley George R. Nethercutt, Jr. Alice Wong(4)		•  review operational and exploration performance •  review operational, reserve, and other technical risks •  review and monitor health, safety, and environmental policies •  review the implementation and effectiveness of compliance systems •  review the effectiveness of health, safety and environmental policies, systems and monitoring processes •  review audit results and updates from management with respect to health, safety, and environmental performance •  review emerging health, safety and environmental trends in legislation and proposed regulations affecting the Company •  review the technical activities of the Company •  make recommendations to the Board concerning the advisability of proceeding with the exploration, development, acquisition, or divestiture of mineral properties and/or operations		4

 

(1)	The Board has determined that each of the members of the Audit Committee is financially literate and Messrs. Ralbovsky and Stanley each qualify as an audit committee “financial expert” as defined by SEC rules.

(2)	Each member of the Audit, Compensation, and Governance Committee satisfies the definition of “independent director” as established in the NYSE listing standards and SEC rules.

(3)	No members on the Audit Committee serve on the audit committee of any other public companies.

(4)	Ms. Wong was appointed to the Board and each of the Audit and Health, Safety, Environmental and Technical committees on February 26, 2021.

Diversity

The Company’s Corporate Governance Guidelines provide that, as a whole, the Board should include individuals with a diverse range of experience to give the Board depth and breadth in the mix of skills represented. The Board

 

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seeks to include diversity in professional experience, skills, industry background, race, national origin, and gender, as well as the ability of members (and candidates for membership on the Board) to devote sufficient time to performing their duties in an effective manner.

Director Communications

Shareholders or other interested parties wishing to communicate with the Chairman or with the independent directors as a group may do so by delivering or mailing the communication in writing to: Chairman of the Board, c/o Corporate Secretary, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal auditor and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which shareholders may communicate with the Board or its members. Please refer to our website at www.hecla-mining.com under the tab entitled “Investors” and then select the tab entitled “Corporate Governance” for any changes in this process.

Succession Planning

The Compensation Committee is charged with the responsibility of developing a process for identifying and evaluating candidates to succeed our CEO and to report annually to the Board on the status of the succession plan. The committee also addresses issues related to the preparedness for the possibility of an emergency situation involving senior management and an assessment of the long-term growth and development of the senior management team.

The CEO and Vice President of Human Resources communicate with the committee regularly regarding succession planning. The committee reviews recommended candidates for senior management positions as part of the process to identify and gauge the availability of qualified candidates for those positions and receives reports concerning development plans that are utilized to strengthen the skills and qualifications of the candidates. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational excellence, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the Board.

In conjunction with our succession reviews, management also reviews potential successors for the top management roles across Hecla.

Our Corporate Governance Guidelines provide that in the event of the death, resignation, removal or incapacitation of the President and CEO, the Chairman will act as the President and CEO until a successor is duly elected. In addition, our Corporate Governance Guidelines and Bylaws provide that in the event of the death, resignation, removal or incapacitation of our current Chairman, the President and CEO will act as Chairman until his successor is duly elected.

Electronic Access to Corporate Governance Documents

Our corporate governance documents are available on our website at www.hecla-mining.com under the tab entitled “Investors” and then selecting the tab entitled “Corporate Governance.” These include:

 

•

Corporate Governance Guidelines;

•

Whistleblower Policy;

•

Charters of the Audit, Compensation, Governance and Social Responsibility, and Health, Safety, Environmental and Technical Committees of the Board;

•

Code of Ethics for our Chief Executive Officer and Senior Financial Officers;

•

Code of Conduct;

•

Certificate of Incorporation; and

•

Bylaws.

The information on our website is not incorporated by reference into this Proxy Statement.

Shareholders may also request a free copy of these documents from: Investor Relations, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408; (208) 769-4100.

 

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