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

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.”

Annual Report

Our Annual Report to Shareholders, consisting of our Form 10-K for the year ended December 31, 2019, 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, 2019, 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 Corporate Responsibility

Our Approach to Responsible Mining

Responsible mining means producing minerals essential for our modern world and at the same time protecting the people, the environment, and the communities in which we operate. In 2019, we continued to update and strengthen our ESG reporting and metrics, including benchmarking against the SASB metals and mining protocol. Beyond the corporate responsibility highlights below, we invite you to explore the wide range of ESG reporting and data available on our website and to view our SASB-compliant 2018 Sustainability Report, which includes the SASB tables.

Elsewhere in this Proxy Statement we discuss corporate governance extensively, so in this section we primarily focus on our efforts on environmental and social issues. Our 2019 Sustainability Report will be available on our website in June 2020.

Environmental Highlights

		■In 2019, we nearly doubled the hours of environmental training for site employees and reduced the number of significant spills by 50%. ■Refreshed our corporate environmental policy to refocus on minimizing our long-term environmental impacts while meeting the needs of the present, all without compromising the ability of future generations to meet their own needs.
		■Our Lucky Friday Mine received the State of Idaho’s Pollution Prevention award for its environmental stewardship practices.
		■Our Lucky Friday Mine implemented a water recycling program that reduced the average freshwater use in process by 95%. ■More than 90% of the water is recycled at our Casa Berardi Mine in Quebec.
		■Exceeded performance targets for energy consumption and greenhouse gas (GHG) emissions at our Casa Berardi Mine in Québec. We installed timers on the mine ventilation systems and reduced electricity consumption for underground ventilation by 23%. In addition, we reduced propane consumption for heating ventilation underground by 7%.
		■Accomplished our goal of achieving or exceeding a Level A rating for elements of the Mining Association of Canada’s Towards Sustainable Mining (TSM) program which includes energy and GHG emissions management, safety and health, indigenous and community relationships and crisis management and communications planning. ■We are on track to reach a TSM level A rating for tailings management and biodiversity conservation management in the first half of 2020.
		■Completed final reclamation in accordance with agency standards on 97% of the 303-acre Troy tailings storage facility in Montana and have planted more than 200,000 locally grown trees and shrubs. ■In 2019, placed more than 1,764,000 tons of waste rock material in backfilling the Middle Vein open pit at our San Sebastian Mine in Mexico. Approximately 2.4 million tons of material have been backfilled to date. Once reclamation of the pits is completed, the area will be returned to productive agricultural land use. ■More than 30% of the tailings produced at our mines was returned underground as structural fill thereby reducing surface storage requirements.

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Safety Highlights

		■Reduced our 2019 All-Injury Frequency Rate (AIFR) by 20% to the lowest level in the Company’s history of 1.61— 33% below the national average.
		■Our Lucky Friday Mine earned the 2018 Sentinels of Safety Award, the industry’s most prestigious safety award.
		■Our top priority is the health and safety of our employees and contractors. In 2019, we conducted more than 58,000 hours of health and safety training, conducted over 14,000 safety observations and employee interactions and corrected in advance of a possible incident over 7,000 site conditions. ■Continued our Take 5 Safety Focus continuous improvement initiative which improves job site awareness and decreases exposures to high and critical risks at each site. We had zero fatalities and our AIFR was 70% lower than it was in 2014. ■Continued Courageous Safety leadership training for the supervisory and hourly workforce at each site.

Community Highlights

		■Created value in the communities in which we operate through direct and indirect employment, wages and benefits, purchase of goods and services, and payment of license fees and taxes. 80% of our workers are local to our operations.
		■Since 2011, donated more than $1 million toward supporting sustainable career development programs for the University of Alaska Southeast Mine Training Center and Pathways to Mining Careers program in Alaska. ■Since 2009, we have donated more than $1.7 million to the UQAT Foundation which provides annual scholarships to students in support of work-life balance, returning to school, perseverance and success-training programs. ■Each year, Hecla Québec welcomes two cohorts of students from the Mineral Extraction program at the James Bay Vocational Training Center who perform the practical part of their training at the Casa Berardi Mine. In 2019, we hired twelve graduates of the 20th cohort.
		■Hecla Charitable Foundation pillars include youth, education, health and community. We provided more than $353,000 to local causes in 2019 and have contributed more than $3.3 million over the past ten years.

Please note that certain statistics and/or metrics contained in this section are estimates and may be based on assumptions or developing standards.

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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.”

Our Board’s 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:

1	Investor Relations and Senior Management		2	Shareholder Engagement
■We provide institutional investors, proxy advisors and equity analysts with opportunities and events to engage with and provide feedback to our senior management. ■Our senior management participates in formal industry conferences, analyst conferences and non-deal roadshows. ■To learn more about our engagement with institutional investors, please visit our website at ir.hecla-mining.com/presentations.			During November and December 2019, our management team (excluding the CEO) engaged with investors representing 21% of our shareholder base, and with two proxy advisory firms. Our Chair of the Compensation Committee participated in some of the shareholder meetings.
4	Outcome from Investor Feedback		3	Board Involvement
Some tangible examples of the results of our 2019 shareholder outreach activities include: ■Disclosure on eliminating prior proxy proposals on Certificate of Incorporation and Bylaw amendments; ■Enhanced disclosure on our pay-for-performance; and ■Enhanced disclosure on our ESG endeavors.			Because of this outreach, including direct participation by the Chair of the Compensation Committee, shareholders’ views and specific feedback are delivered to the Board.

Shareholder Outreach in 2019

General

Over the last several years we have undertaken significant shareholder outreach efforts in order to elicit and understand the concerns of our shareholders. In advance of the Annual Meeting, we sought engagement with 30 of our largest shareholders, collectively owning 44% of our outstanding shares of common stock. Ultimately, we engaged with 3 of our largest shareholders, representing 21% of our outstanding shares, and with two proxy advisory firms. Also, in 2019, we conducted meetings and conference calls with investors and analysts and participated in invitation only investment conferences. In 2019, management conducted approximately 35 presentations, held approximately 225 one-on-one and

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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 2017, our Say-on-Pay proposal received 96% support. In 2018, our Say-on-Pay proposal received 68% support, and in 2019, our Say-on-Pay proposal received 59% support, even though our compensation practices have not changed from 2017. We are not satisfied with these recent results. Partly due to the declining support of our Say-on-Pay proposal and, in a change from past years, in 2019, Terry V. Rogers, chair of our Compensation Committee, participated in several of the shareholder outreach calls. We thought this was an important step because it allowed our shareholders to talk freely with Mr. Rogers, outside the presence of the 2018 NEOs, about the Company’s executive compensation practices.

During these conferences, it was determined there was a lack of clarity in the operation of our LTIP. Our LTIP is based on corporate goals achieved over a three-year performance period. Although we may have two years of underperformance, the Company may still outperform during the third year to such a level that it results in calculated outperformance over the three-year plan performance period. This was the case with our 2016-2018 LTIP. We performed extremely well in 2016, but in 2017 and 2018, we missed certain targets. For the 2016-2018 LTIP period, our reserve growth and production growth exceeded target levels due to a excellent performance in 2016; however, performance in cash flow generation was below target and TSR was below the minimum threshold. As a result, with a range in potential value per unit of $0 to $375, the payout was $160.75 per unit. This payout would have been significantly lower had the stellar 2016 reserve growth and production performance not impacted the three-year LTIP through the end of 2018.

Starting with the 2019-2021 LTIP, we reduced the number of performance factors from four to three and reduced the target unit values from $100 to $90 each, and made TSR performance a 10% to 250% multiplier depending on relative share performance. Further, when absolute returns are negative, the TSR multiplier is capped at 100% regardless of the Company’s TSR performance relative to the peer group. The operation of the TSR multiplier is more fully described in the Future Compensation Actions section under the 2019-2021 LTIP on page 71. These changes were the direct result of feedback we received from our shareholder outreach efforts in 2018. The shareholder feedback we received in 2019 on these changes was favorable, reaffirming to us the value in continuing to engage with shareholders and advisory firms on our executive compensation policies, and making adjustments in response to the feedback we receive.

Another 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. Our pay-for-performance philosophy is to incentivize performance and increase the percentage of total compensation at-risk by targeting base salaries between the 25^th and 50^th percentiles. Combined with the short-and long-term incentive plans, we target NEO total direct compensation at approximately the 75^th percentile. The process of setting target compensation includes consideration of each NEO’s skills, experience, knowledge and reputation in the industry, as well as Company needs. This pay-for-performance philosophy and the compensation program are designed to attract and retain experienced and skilled executives through the opportunity to earn above average total direct compensation. 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.

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.

Between 2014 and 2018, three of our corporate governance features that may have an anti-takeover effect on the Company, were topics of discussion with the shareholders we met with: (i) the ability of shareholders to call special meetings; (ii) the 80% supermajority voting requirement to amend provisions in our Certificate of Incorporation and Bylaws (collectively, “charter”) impacting special meetings; and (iii) declassification of the Board. As a result, at the last several annual meetings, we submitted proposals for shareholder votes to approve amendments to the related charter provisions. Each time, these proposals have fallen well short of the vote required to pass (80% of the outstanding

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shares of common stock). In our 2019 shareholder outreach, we discussed these results with the 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 Annual Meeting. See Prior Proxy Proposals to Amend our Certificate of Incorporation and Bylaws below for further discussion.

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

Finally, we proactively sought the feedback of our shareholders regarding a proposed modification to our Bylaws to clarify that the exclusive forum for certain types of litigation concerning the Company’s internal affairs be brought only in Delaware Chancery Court. We explained that the Company had faced multiple lawsuit dealing with the Company’s internal affairs for which the Chancery Court was uniquely established and qualified to hear. Instead of filing the cases in Chancery Court, the plaintiffs had filed these claims in federal court by making contrived claims under federal law and then asking the federal court to also hear the Delaware state law issues. These disingenuous claims to avoid the proper court have caused the Company to incur unnecessary expenses and have diverted management’s attention. The shareholders with which we spoke unanimously agreed with us and supported our subsequent decision to amend our Bylaws to change the exclusive forum for litigation concerning the Company’s internal affairs from “a state or federal court located within the state of Delaware” to “the Court of Chancery of the State of Delaware.”

Prior Proxy Proposals to Amend our Certificate of Incorporation and Bylaws

At several of our most recent annual meetings, we have submitted proposals for shareholder votes to approve amendments to certain of our charter provisions that may have an anti-takeover effect on the Company. Specifically, 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 a proposal in our proxy statement to approve amendments to certain provisions contained in our Certificate of Incorporation and Bylaws in order to lower the supermajority voting provisions contained in those documents. Finally, in 2018, we included an advisory proposal to our shareholders to declassify our Board, which was approved favorably; and, in 2019, we included a proposal to approve 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.

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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 Annual Meeting for the first time in several years. 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. 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 2019

Our Board acts as the ultimate decision-making body of the Company on certain fundamental matters and advises and oversees senior management. In carrying out its responsibilities, the Board reviews and assesses Hecla’s long-term strategy. During 2019, there were four 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 2019. In 2019, each director attended 100% of the meetings of the Board and the committees of which they are a member.

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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.

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

Management ■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			Audit Committee ■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, and privacy and data protection
			Corporate Governance and Directors Nominating Committee (“Governance Committee”) ■Monitors governance structure, policies and processes ■Legal and policy matters with potential significant reputational impact ■Shareholder concerns
			Compensation Committee ■Oversees executive compensation policies and practices ■Independent compensation consultant assesses the Company’s compensation arrangements to determine if their provisions and operations create undesired or unintentional risks of a material nature ■Approve compensation levels and programs for the executive officers, including the CEO
			Health, Safety, Environmental and Technical Committee ■Oversees operational, reserves, and other technical risks, environmental, health and safety compliance, as well as risks relating to public policy initiatives

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 2020. 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 91 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:

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 12 years, which reflects a balance of company experience and new perspectives. The average age of our directors is 68. The Company has no current retirement plan for non-management directors. Our Bylaws and Corporate Governance Guidelines provide that directors will not be nominated for re-election after their 75^th birthday.

Directors
55 – 60
61 – 65
66 – 70
71 – 75
Average Age: 68

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 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.

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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:

Executive sessions of independent directors are included on the agenda for every regularly scheduled Board meeting, and during 2019 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:

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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; Corporate Governance; 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 2019. All committee members attended 100% of all meetings of the committees on which they were a member.

Executive Committee Members		Functions of the Committee		Meetings in 2019
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		1
Audit Committee Members(1),(2),(3)		Functions of the Committee		Meetings in 2019
Stephen F. Ralbovsky, Chair George R. Johnson Charles B. Stanley Catherine J. Boggs		■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 42		6

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Compensation Committee Members(2)		Functions of the Committee		Meetings in 2019
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 Compensation Discussion and Analysis section on page 46		4
Corporate Governance and Directors Nominating Committee Members(2)		Functions of the Committee		Meetings in 2019
Catherine J. Boggs, Chair George R. Nethercutt, Jr. Stephen F. Ralbovsky George R. Johnson		■consider matters of corporate governance ■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		3
Health, Safety, Environmental and Technical Committee Members		Functions of the Committee		Meetings in 2019
George R. Johnson, Chair Terry V. Rogers Charles B. Stanley George R. Nethercutt, Jr.		■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.

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 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.

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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, Corporate Governance, 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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Corporate Governance and Related Matters

Corporate Governance Guidelines and Code of Conduct

The Board has adopted Corporate Governance Guidelines and a Code of Conduct in accordance with NYSE corporate governance standards. The Corporate Governance Guidelines were adopted by the Board to ensure that the board is independent from management, that the Board adequately performs its function as the overseer of management, and to help ensure that the interests of the Board and management align with the interests of our shareholders.

We believe that operating with honesty and integrity has earned trust from our shareholders, credibility within our communities and dedication from our employees. Our directors, officers and employees are required to abide by our Code of Conduct to promote the conduct of our business in a consistently legal and ethical manner. Our Code of Conduct covers many topics, including conflicts of interest, confidentiality, fair dealing, proper use of the Company’s assets, and compliance with laws, rules and regulations. In addition to the Code of Conduct for directors, officers and employees, our CEO, Chief Financial Officer and Controller are also bound by a Code of Ethics for the Chief Executive Officer and Senior Financial Officers.

The Governance Committee has adopted procedures to receive, retain, and react to complaints received regarding possible violations of the Code of Conduct, and to allow for the confidential and anonymous submission by employees of concerns regarding possible violations of the Code of Conduct. Our employees may submit any concerns regarding apparent violations of the Code of Conduct to their supervisor, our General Counsel, the Chair of the Governance Committee, or through an anonymous telephone hotline.

Majority Voting for Directors and Director Resignation Policy

In February 2017, the Governance Committee recommended and the Board approved amendments to the Corporate Governance Guidelines to include a director resignation policy. The policy provides that any director who is not elected by a majority of votes cast shall tender his or her resignation to the committee. The committee will recommend to the Board whether to accept or reject the resignation offer, or whether another action should be taken. In determining whether to recommend that the Board accept any resignation offer, the committee will consider all factors believed relevant by it. The Board will act on the committee’s recommendation within 90 days following certification of the election results. In deciding whether to accept the resignation offer, the Board will consider the factors considered by the committee and any additional information and factors that the Board finds relevant. If the Board accepts a director’s resignation offer pursuant to this process, the committee will recommend to the Board and the Board will thereafter determine whether to fill such vacancy or reduce the size of the Board. Any director who tenders his or her resignation pursuant to this provision will not participate in the proceedings of either the committee or the Board with respect to his or her own resignation offer. If a director’s resignation is not accepted by the Board, the director shall continue to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, or his or her earlier resignation or removal.

Whistleblower Policy

We have a Whistleblower Policy adopted by our Audit Committee that encourages our employees to report to appropriate Company representatives, without fear of retaliation, certain accounting information relating to possible fraud. Our employees may submit any concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters to the Audit Committee, our General Counsel, or through an anonymous telephone hotline or website. The goal of this policy is to discourage illegal activity and business conduct that damages Hecla’s reputation, business interests, and our relationship with shareholders.

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Corporate Governance and Related Matters

Board of Directors Selection Process

Our Bylaws require the Board to have not less than five nor more than nine members. The size of the Board may be increased or decreased within that range from time-to-time by resolution approved by the affirmative vote of a majority of the Board. On May 25, 2017, the Board decreased the size of the Board from nine members to eight members due to the retirement of one of our directors.

Identifying and Evaluating Nominees for Director

Director Selection Process

1	Candidate Recommendations		2	Governance Committee		3	Board of Directors		4	Shareholders
From shareholders, management, directors and search firms			■Evaluates the Board’s needs and screens and interviews candidates ■Reviews qualifications and expertise, tenure, regulatory requirements and diversity ■Recommends nominees			Discusses, analyzes independence and selects nominees for election			Vote on nominees at annual meeting

The Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The committee is responsible for ensuring that the composition of the Board accurately addresses the needs of our business. In the event vacancies are anticipated, or arise, the committee considers various potential candidates for director. Candidates may come to the attention of the committee through current Board members, professional search firms, shareholders or other persons. Consideration of new director nominee candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the Board for election.

While the committee and our Board prioritize maintaining a board that is comprised of directors with a diverse set of skills, experiences, and perspectives, they also recognize the importance of balancing these qualifications with the overall tenure of directors in their long-term approach to board refreshment. The fresh viewpoints and philosophies newer directors bring, coupled with the valuable experience and institutional knowledge the longer-tenured directors possess, benefits the Board and its overall contribution to the Company.

The Board has appointed three highly qualified directors since 2016 who bring insight to areas such as mining, international business, acquisitions, operations, legal, risk management, geology, engineering, finance and tax. To supplement our newer directors, our longer-tenured directors have extensive knowledge of our operations and have the perspective of overseeing our business activities through economic cycles and across differing competitive environments.

We hold the view that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving us the benefit of familiarity and insight into our affairs that our directors have accumulated during their tenure. Recent additions to the Board provide new perspectives, while directors who have served for a number of years bring experience, continuity, institutional knowledge, and insight into the Company’s business and industry. Directors with relevant business and leadership experience provide the Board a useful perspective on business strategy and significant risks and an understanding of the challenges facing the business. Accordingly, the process for identifying nominees reflects our practice of re-nominating incumbent directors who (i) continue to satisfy the committee’s criteria for membership on the Board, (ii) the committee believes continue to make important contributions to the Board, and (iii) consent to continue their service on the Board. Directors should also be able to commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance is practiced.

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Corporate Governance and Related Matters

The committee reviews annually with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations. Board members should possess such attributes and experience as are necessary for the Board as a whole and contain a broad range of personal characteristics, including diversity of backgrounds, management skills, mining, accounting, finance and business experience. Summarized below is a description of why each core competency is important for service on Hecla’s Board.

Description of Skills, Core Competencies and Attributes

Senior Leadership Experience Experience serving as CEO or a senior business executive, as well as hands-on leadership experience in core management areas, such as strategic and operational planning, financial reporting, compliance, risk management and leadership development, provides a practical understanding of how organizations like Hecla function. Seven of our directors have senior business leadership experience.

Industry Experience Having experience in our industry or a similar industry contributes to a deeper understanding of our business strategy, operations, key performance indicators and competitive environment. All our directors have experience in mining or a similar industry.

Risk Management In light of the Board’s role in risk oversight, we seek directors who can contribute to the identification, assessment and prioritization of risks facing the Company. All our directors have experience with our business to understand key areas of risk.

Finance We believe that an understanding of finance and financial reporting processes is important for our directors to monitor and assess the Company’s operating and strategic performance and to ensure accurate financial reporting and robust controls. It is important to have experience in capital markets, corporate finance, accounting and financial reporting and several of our director’s satisfy the “accounting or related financial management experience” criteria set forth in the NYSE listing standards. Three of our directors satisfy the “audit committee financial expert” criteria set forth in regulations of the SEC. Seven of our directors have financial knowledge.

Legal and Compliance Hecla is subject to a broad array of government regulations. Mining is impacted by changes in law or regulation in areas such as safety, environmental and disclosure. Several of our directors have experience in regulated industries, providing them with insight and perspective in working constructively and proactively with governments and agencies. Four of our directors have formal legal education and understand the legal risks and obligations of the Company.

Geology, Mining and Engineering It is important that some of our directors have experience in open-pit and underground mines, as well as knowing the science and technology of extracting minerals, exploration, geology, metallurgy, and geotechnical engineering experience. Two of our directors have experience managing mining operations. One of our directors has experience in geology.

CEO and Company Administration These skills are important to gain a practical understanding of organizations and drivers of individual growth and development. Seven of our directors have had some experience in the administration of a multijurisdictional company. Two of our directors have experience as a chief executive officer.

Corporate Governance and Responsibility Experience with governance principals or corporate responsibility initiatives, including sustainability, diversity and inclusion. All our directors have had experience in governance and corporate responsibility.

Board Service on Public Companies We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies. Five of our directors have served on boards of other public companies.

International Business With operations in Mexico and Canada and prospects for further expansion, international experience helps us understand opportunities and challenges. All our directors have had international business experience.

Industry Association Participation/Reputation in the Industry Experience in organizations that support companies and employers in the mining industry and protects their rights. Three of our directors have chaired an industry organization. Six of our directors have a long and highly regarded reputation in the industry.

Strategic Planning, Business Development, Business Operations Experience defining and driving strategic direction and growth and managing the operations of a business or large organization. All our directors have experience in setting and managing the strategic direction of a business.

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Corporate Governance and Related Matters

Summary of Director Qualifications and Experience

Director Qualifications and Experience	Baker	Boggs	Crumley	Johnson	Nethercutt	Ralbovsky	Rogers	Stanley
Audit Committee Financial Expert
Board Service on Public Companies
CEO and Company Administration
Corporate Governance and Responsibility
Finance
Geology, Mining and Engineering
Industry Experience
Industry Association Participation
International Business
Senior Leadership
Legal and Compliance
Reputation in the Industry
Risk Management
Strategic Planning, Business Development, Business Operations

In general, and as more fully outlined in our Bylaws and Corporate Governance Guidelines, in evaluating director candidates for election to our Board, the Governance Committee will: (i) consider if the candidate satisfies the minimum qualifications for director candidates as set forth in the Corporate Governance Guidelines; (ii) consider factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; (iii) consider the contribution of each candidate to the diversity of backgrounds, experience and competencies which the Board desires to have represented, with such diversity being considered among the other desirable attributes of the Board; (iv) assess the performance of an incumbent director during the preceding term; (v) consider each candidate’s ability to devote sufficient time and effort to his or her duties as a director; (vi) consider a candidate’s independence and willingness to consider all strategic proposals; (vii) consider any other criteria established by the Board and any core competencies or technical expertise necessary to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties; and (viii) determine whether there exists any special, countervailing considerations against nomination of the candidate.

Shareholder Nominees
The Governance Committee will consider persons recommended by shareholders as nominees for election as directors. Our Bylaws provide any shareholder who is entitled to vote for the election of directors at a meeting called for such purpose may nominate persons for election to the Board by following the procedures set forth on page 92. Shareholders who wish to submit a proposed nominee to the committee should send written notice to the Governance Committee Chairman, c/o Corporate Secretary, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, within the time period set forth on page 92. The notification should set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for elections of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (“Exchange Act”), including the nominee’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected; the name and address of the shareholder or beneficial owner making the nomination or on whose behalf the nomination is being made; and the class and number of shares of stock of the Company owned beneficially and of record by such shareholder or beneficial owner. The committee will consider shareholder nominees on the same terms as nominees selected by the committee.

Regardless of how a candidate is brought to the committee, qualified candidates are subjected to one or more interviews with appropriate members of the Board. Chosen candidates are extended invitations to join the Board. If a candidate accepts, he or she is formally nominated.

Director Qualifications, Evaluation, and Nomination
The Governance Committee believes nominees for election to the Board should also possess certain minimum qualifications and attributes. The nominee must: (i) exhibit strong personal integrity, character and ethics, and a commitment to ethical business and accounting practices; (ii) not be involved in ongoing litigation with the Company or be employed by an entity engaged in such litigation; and (iii) not be the subject of any ongoing criminal investigations in the jurisdiction of the United States or any state thereof, including investigations for fraud or financial misconduct.

In connection with the director nominees who are up for re-election at the Annual Meeting, the committee also considered the nominees’ roles in: (i) overseeing the Company’s efforts in complying with its SEC disclosure requirements; (ii) assisting in improving the Company’s internal controls and disclosure controls; (iii) assisting with the development of the strategic plan of the Company; and (iv) working with management to implement the Company’s strategic goals and plans. Directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. Our Bylaws and Corporate Governance Guidelines provide that directors will not be nominated for re-election after their 75^th birthday.

In addition to fulfilling the above criteria, each nominee for election to the Board at the upcoming Annual Meeting brings a strong and unique background and set of skills to the Board, giving the Board competence and experience in a wide variety of areas, including corporate governance, executive management, legal, accounting, finance, mining, exploration and board service. The committee has reviewed the nominees’ overall service to the Company during their terms, including the number of meetings attended, level of participation and quality of performance.

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