UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
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Hecla Mining Company
(Name of Registrant as Specified In Its Charter) A MESSAGE FROM Board of Directors From left: Ted Crumley, George R. Johnson, Terry V. Rogers, Phillips S. Baker, Jr., George R. Nethercutt, Jr., Charles B. Stanley, Catherine “Cassie” J. Boggs, and Stephen F. Ralbovsky The Board is committed to fulfilling its duties to oversee Hecla’s strategic and operational activities, including oversight of the Company’s health and safety programs, environmental stewardship, community engagement, and corporate responsibility and sustainability, while also maintaining sound corporate governance practices. Cover Photos: (left) Casa Berardi underground miners at the beginning of their shift. (top right) Fish passage (Hewlett Ramp) built near the Lucky Friday Mine to improve fish habitat and assist in migration upstream. (bottom right) Tonne automated haul truck at the Casa Berardi. Dear Fellow Shareholders: It is the responsibility of the Board to oversee Hecla Mining Company’s strategic and operational activities in a manner that protects and creates long-term shareholder value, while maintaining sound corporate governance practices. The Board is committed to fulfilling these duties and to keeping the interests of our shareholders and employees at the center of our priorities. Safety and Health Hecla’s goal is to continually improve our health and safety performance, so that at the end of each shift Hecla’s workers go home safely – every day. In 2016, Hecla was recognized by the National Mining Association (NMA) as the first hardrock mining company to receive an independent certification under the NMA CORESafety system. The Health, Safety, Environment and Technical Committee upholds the Board’s responsibility and commitment to promote a healthy and safe work environment, and environmentally sound and socially responsible resource development. The Board was pleased that in 2018 Hecla’s Casa Berardi Mine was the first international mine to receive certification under the CORESafety system. Company-wide, Hecla’s all injury frequency rate dropped 55% from 2012 to 2017, with Casa Berardi operating at the lowest all injury frequency rate since Hecla acquired the mine in 2013. Hecla’s Lucky Friday Mine Rescue Team earned first place in the 2018 Central Mine Rescue Competition, with its Greens Creek Mine Rescue Team taking second. The teams placed seventh and tenth overall, respectively, at the 2018 National Metal/Non-Metal Mine Rescue Competition. Corporate Responsibility and Sustainability At Hecla, the foundation of our corporate responsibility is built on three key areas: health and safety programs; environmental stewardship; and community engagement. Corporate responsibility and sustainability are integral to Hecla’s business strategy. We have always focused on delivering strong financial results, but we are committed to doing so in a way that respects the communities and environments in which we operate. Hecla’s management team is actively engaged in a dialogue with investors around their interest in environmental, social and governance (sometimes referred to as ESG) issues and their impact on financial results. Today, we strive to have these principles permeate Hecla at every level – including the Board – which maintains oversight for these issues through each of the Board committees. The committees maintain an informed status on all corporate social responsibility and sustainability efforts. Risk and Strategic Oversight We are responsible for company-wide risk management oversight. Taking reasonable and responsible risks is an inherent part of Hecla’s business and is critical to Hecla’s continued innovation, growth, and achievement of strategic objectives. The Board actively oversees and monitors the most significant risks that could impact Hecla’s operations. The Company identifies, assesses, and assigns responsibility for managing risks through an enterprise risk assessment process, our internal control environment and other internal processes. The Board and management coordinate the risk oversight role in a manner that serves the long-term interests of the Company and its shareholders through established periodic reporting and open lines of communication. Governance and Ethics The Board, directly and through the Corporate Governance and Director’s Nominating Committee (“Governance Committee”), seeks to maintain corporate governance practices that are aligned with our strategic, financial and operational goals. We do this by conducting processes at least annually to evaluate, optimize and update governance and practice guidelines. Our Code of Conduct demonstrates our commitment to seeking and delivering best practices in ethics and integrity in every aspect of our business. While your Board and employees are obligated to follow this code, we expect Company leaders to set the example – to be models in every respect. And we expect all those with supervisory responsibility to exercise that responsibility in a manner that is caring, receptive, considerate, and respectful. Our Corporate Governance Guidelines also provide shareholders with the best-practice principles of our corporate governance program and board framework. Board Composition and Refreshment Shareholders continue to express a genuine and legitimate interest in finding effective ways to ensure that boards of directors are comprised of the right people, with the right skills and qualifications, to effectively represent their interests. The issue of Board composition and refreshment is a priority of our shareholders, and we agree that refreshing the Board with new perspectives and new ideas is critical to a forward-looking and strategic Board. At the same time, it is also important to benefit from the valuable experience and familiarity that longer-serving directors bring to the boardroom. The Board is also conscious of the benefits of diversity on the Board. Ensuring diverse perspectives, including a mix of skills, experience and backgrounds, is key to effectively representing the long-term interests of shareholders. Doing so is a top priority of the Board. In the last three years, three new directors have been appointed to our Board. As a result, the average tenure for our directors has been reduced, and our Board now includes a female director. We remain committed to ensuring the Board is composed of a highly capable and diverse group of directors, well-equipped to oversee the success of the business and effectively represent the interests of our shareholders. As some of our Board members move closer to reaching the mandatory retirement age, we will continue to seek qualified candidates that will further enhance our Board’s diversity. Your participation and your votes are important to the future of our Company. We encourage you to vote your shares in accordance with the Board’s recommendations. Details of the items to be voted upon are provided throughout this Proxy Statement. We sincerely hope you will be able to attend and participate in our Annual Meeting. We welcome the opportunity to meet with many of you and give you a firsthand report on our progress, as well as express our appreciation for your confidence and support. PROXY STATEMENT NOTICE OF Thursday, May Fairmont Pacific Rim Hotel 1038 Canada Place Vancouver, British Columbia, Canada The Board of Directors (“Board”) has fixed the close of business on March NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Shareholders (“Annual Meeting”) of Hecla Mining Company (“we,” “our,” “us,” “Hecla,” or the “Company”) will be held on Thursday, May 23, 2019, at 11:00 a.m., Pacific Daylight Time, at the Fairmont Pacific Rim Hotel, located at 1038 Canada Place, Vancouver, British Columbia, Canada, for the following purposes: On or about April Driving directions to the Fairmont Pacific Rim Hotel can be found in the back of this document. By Order of the Board of Directors Michael B. White NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s Only record or beneficial owners of Hecla’s common stock as of the Record Date, or a valid proxy or representative of such a shareholder, or an invited guest of management, may attend the Annual Meeting in person. Any shareholder,proxy or representative who wishes to attend the Annual Meeting must present the documentation described under Our Board is currently composed of The Board and the Governance Committee believe the The following table summarizes important information about each director nominee standing for re-election to the Board for a three-year term expiring in ■ ■ Senior leadership experience ■ Risk management ■ CEO and company administration ■ Finance Terry V. Rogers C. Dir.(1), H.R.C.C.C.(2)(age 72) (1) Chartered Director (2) �� Human Resources and Compensation Committee Certified ■ Corporate governance & responsibility ■ Finance ■ Industry and mining experience ■ Industry association participation ■ Board service on public companies ■ Strategic planning, business development, business operations ■ International business experience ■ Senior leadership experience ■ Reputation in the industry ■ ■ ■ ■ ■ ■ Geology, mining and engineering Corporate Governance Highlights We are committed to good corporate governance practices and believe that Proposals In addition to Proposals Shareholder Rights Board Structure Executive Compensation Over the last several years we have undertaken significant shareholder outreach efforts in order to elicit and understand the concerns of our shareholders. After implementing certain changes in 2014 and 2015 to our executive compensation program, our 2016 say-on-pay vote received 81% support, and our 2017 say-on-pay vote received 96% support. In advance of our In 2014, we In addition to seeking input on our compensation practices, our shareholder outreach program seeks to identify corporate governance matters that are of concern primarily to our shareholders, but also to the major proxy advisory firms. During our shareholder outreach in 2014, 2015 and 2016, three corporate governance issues were discussed with our shareholders: (i) the ability of shareholders to call special At our In February 2017, the Board approved amendments to our Corporate Governance Guidelines, which included a director resignation policy. In 2017, the Company received a shareholder proposal to declassify the Board. The proposal was advisory in nature and would constitute a recommendation to the Board if approved by shareholders. The Board considered the shareholder proposal and included it on the agenda for the 2018 Annual Meeting. At that meeting, the proposal received 94% of the votes cast in favor of declassifying the Board. In February 2019, the Board approved a proposal to declassify the Board and recommended that the Company’s shareholders approve the proposal at the 2019 Annual Meeting. During our shareholder outreach in the fall of 2018, we were asked to include more disclosure in our Proxy Statement under areas such as risk management, board quality/refreshment, and ESG (environment, social and governance criteria). As requested, we have undertaken to provide more disclosure on these issues throughout this Proxy Statement. Also, in 2018, we conducted meetings and conference calls with investors and analysts and participated in invitation only investment conferences. In 2018, management conducted approximately 30 presentations, held approximately 150 one-on-one and group meetings with investors, and hosted four 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. We believe this combined approach has resulted in constructive feedback and input from shareholders and we intend to continue these efforts. Key Compensation Actions Taken in Below is a brief summary of actions taken by the Compensation Committee in CEO Compensation. In June 2018, the committee reviewed the Company’s peer and survey data on CEO compensation and found Mr. Baker’s targeted total direct compensation was between the median and 75th percentile of both survey and peer data, and thus made no changes to Mr. Baker’s compensation. Other NEO Compensation. In June 2018, the committee reviewed all other Current ($) Prior Restricted Stock Units Current Restricted Stock Units ($) For The During this three-year period, performance in reserve growth and production growth exceeded 2018 total direct compensation for our CEO n nRestricted Stock Units – In June nPerformance-based Shares:In June Hecla’s Commitment to Corporate Responsibility We are committed to operating in a sustainable manner and proactively working with the communities where we operate. We recognize our responsibility to operate safely in order to protect public health, our environment, and our employees and contractors, while finding and producing silver, gold, lead and zinc. Hecla’s core values form the foundation for all that we do and provide a path toward sustainability. In 2018, we engaged with several key shareholders. The feedback received from this engagement, and our commitment to corporate social responsibility, led us to take the following actions: https://www.hecla-mining.com/wp-content/uploads/2018/02/2-26-18_Hecla_Responsibility_Report_2018.pdf; Some of our achievements include: Greenhouse Gas Emissions and Air Quality n Our operations have upgraded underground ventilation (converted from diesel to either biodiesel or electrical equipment use where possible), implemented cleaner engine technology and exhaust filtration, introduced enclosed and environmentally controlled operator cabs, and continue to require respirators in high-exposure tasks and work areas. n Continuing to reduce lead exposure in mill operations at our mines is a priority. Annual blood tests measure employee exposure, which is minimized through personal hygiene training and the use of state-of-the-art respirators. nWe track on-site consumption of carbon-based fuels at all operating properties – including vehicle, equipment, and heating fuels, as well as those fuels used for the generation of site power. Our company-wide Scope 1 CO2 equivalents measured 49,000 metric tons in 2017; Scope 2 CO2 equivalents, 463 metric tons. Water Management n We perform water audits at each active operation to reduce freshwater use and maximize recycling. n All water output must meet applicable federal and state (or provincial) water quality permit conditions – all monitored through a robust program of sampling, quality analysis, and audits. At one of our mines, more than 95% of the process plant water needs are met by recycling water from the tailings pond, rather than freshwater consumption. Waste and Hazardous Waste Management n At two of our mines 50% of tailings were returned underground as structural fill. n Our open-pit mines are backfilled with rock and soil and will be re-established as productive agricultural lands. n All our operations have active programs for reuse, recycling, and recovery of specific waste sources. n Since inception 30 years ago, one of our mines has used the dry stack method for tailings management. It reduces water requirements, groundwater contamination, and reduces with the risk of catastrophic dam failure and tailings runout. Workforce and Labor Relations Hecla believes diverse teams make innovation possible. We are committed to supporting inclusion and diversity in the next generation of talent. We are dedicated to cultivating an environment where individual differences are respected, the ability to contribute and access employment opportunities is based on performance, skill and merit, and inappropriate attitudes, behaviors and stereotypes are confronted and eliminated. While the Company does not support the adoption of quotas, management will consider diversity as an element of the overall selection criteria of candidates. Creating greater gender diversity in a predominantly male industry is among the priorities of Hecla in the coming years. We need to increase the representation of women, nationals, local and indigenous people (where applicable) and other diverse people throughout our workforce. As we adopt more technology and automation – in the form of driverless trucks and equipment – we will need to recruit a more digitally savvy workforce. As at December 31, 2018, we had 1,714 employees, of which approximately 150 were female. Health and We continue to have a strong focus on safety and n27.5% reduction in AIFR 2017-2018 For more information, see our website at: https://www.hecla-mining.com/we-protect-our-employees/ n 60% less diesel fuel consumption at one of our mines through the use of interruptible hydropower. n8% more loads, 17% less energy use per vehicle due to autonomous haulage and For more information, see out website at: Community Relations and Rights of Indigenous Peoples We recognize that as a responsible operator, it is our obligation to respect human rights and comply with all applicable laws in the areas we operate. We also believe our corporate responsibility extends to the communities in which we conduct business – by partnering and contributing in a meaningful way to their economic and social well-being. As an example, Hecla subsidiaries have partnered with and entered into agreements with several indigenous bands in British Columbia, Quebec and Nevada. These agreements have mutual benefits, including employment, permitting, contracting, exploration and reclamation. We also identify and partner with local communities on mutually beneficial opportunities to enhance worker skills, education, and employment opportunities, and to support sustainable development initiatives. Established in 2007, The Hecla Charitable Foundation’s mission is to enhance the quality of life, and to promote the social, environmental, and economic sustainability and development – of those communities where Hecla has operations and activities. The foundation focuses its efforts in four areas: education, community programs, youth activities, and health services. Since 2009, the foundation has contributed over $2.9 million to our local communities where we have operations. For more information, see our website at: https://www.hecla-mining.com/we-partner-with-our-communities/ Beyond the corporate social responsibility highlights above, we invite you to explore the wide range of our Please note that certain statistics and/or metrics contained in this section are estimates and CORPORATE GOVERNANCE AND RELATED MATTERS We believe that good corporate governance practices reflect our values and support our strong strategic and financial objectives and performance. Our corporate governance practices are generally reflected in our Bylaws, Corporate Governance Guidelines, Code of Conduct, and committee charters, which can all be found at http:// The Board’s Role and Activities in Our Board acts as the ultimate decision-making body of the Company on certain fundamental matters and advises and oversees senior management, Role of Board in Risk Oversight The The following are the key risk oversight and management responsibilities of our Board, Table of Following consideration of the information provided by management, the Board provides feedback and makes recommendations, as needed, to help minimize the Company’s risk exposure. We also believe that our leadership structure, including separation of the CEO and Chairman positions and the use of executive sessions aids the Board in risk oversight. 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. Our Corporate Governance Guidelines provide, among other things, that the Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange (“NYSE”). 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 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 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. To guide its determination of whether a director is independent, the Board has adopted the following NYSE listing standards: A director will not be independent if: n n n n n Pursuant to our Corporate Governance Guidelines, the committee undertook its annual review of director independence in February 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 an assessment of all facts and circumstances known to the committee, including, among other things, a review of questionnaires submitted by our directors, the committee and the Board affirmatively determined that the following directors are independent of the Company and its management under the standards set forth by the NYSE: 2 An “immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than domestic employees) who shares such person’s home. 3 The term “executive officer” has the same meaning specified for the tern “officer in Rule 16a-1(f) under the Exchange Act, or any successor rule. Messrs. Stanley and Baker both Mr. Baker is our President and CEO. As such, he cannot be deemed independent under the NYSE listing standards. Directors are expected to immediately inform the Board of any material change in their circumstances or relationships that may impact their independence. The Company has no current retirement plan for non-management directors. As of December 31, There are currently no family relationships between the directors or executive officers of Hecla. 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. In the future, 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 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 Upon joining the Board, 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. This program is considered a valuable part of the director onboarding process. Directors also are encouraged to enroll in director education programs. To enhance the Board’s understanding of some of the unique issues affecting our mining operations, directors have contact with leaders throughout the organization and are regularly invited to 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 the Board remains knowledgeable about the most important issues affecting our Company and its business. 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: Board and Committee Evaluations 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. Committees of the Board and Committee Assignments The Board has five standing committees: Audit; Compensation; Phillips S. Baker, Jr., Chair Audit Committee Members Stephen F. Ralbovsky, Chair nplease refer to Terry V. Rogers, Chair napprove compensation levels and programs for the executive officers, including the CEO Charles B. Stanley, Chair While the Board has not adopted a formal policy on 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 an array of skills and experience in its overall composition 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 Considering the critical importance of executive leadership to the Company’s success, 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 CEO and Director of Human Resources In conjunction with Our Corporate Governance Guidelines Electronic Access to Corporate Governance Documents Our corporate governance documents are available by accessing our website at http://www.hecla-mining.com under the tab entitled “Investors” and then selecting the tab entitled “Corporate Governance.” These include: n n n n n 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. Corporate Governance Guidelines 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. In Code of We believe that operating with honesty and integrity has earned trust from our shareholders, credibility within our The Governance Committee has adopted procedures to receive, retain, and react to complaints received regarding possible violations of the Code of 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 Certain Relationships and Related Transactions On a quarterly basis, we review all relationships and transactions with related persons to determine whether such persons have a direct or indirect material interest. Transactions with related persons are those that involve our directors, executive officers, director nominees, greater than 5% shareholders, immediate family members of these persons, or entities in which one of these persons has a direct or indirect material interest. Transactions that are reviewed as related party transactions by us are transactions that involve amounts that would exceed $120,000 (the current threshold required to be disclosed in the Proxy Statement under SEC regulations) and certain other transactions. Pursuant to our Code of In December 2007, we created the Hecla Charitable Foundation (the In Political Contributions and Engagement Government policy is one of the most powerful external forces affecting us today. New laws and changes to existing laws can fundamentally impact the Company’s operations and the markets where it does business – and in turn, our bottom line, thereby affecting us and our employees, retirees, communities and shareholders. It is important for government leaders to understand the impact of such actions. Because the impact of government policy is so critical to our survival and success, we participate in the political process and advocate in a responsible and constructive manner on issues that advance the Company’s goals and protect shareholder value. We are committed to the highest standard of ethical conduct in our involvement in policymaking and political process. We maintain the Hecla Mining Company Political Action Committee (“Hecla PAC”), which is a forum for our employees and directors to voluntarily contribute to a fund that supports the election of candidates to Congress that support a regulatory and legislative environment constructive to the operation and development of our mines. Decisions about contributions to specific federal candidates are made by members of the Hecla PAC. In total, our employees contributed approximately $19,861 to the Hecla PAC in 2018, and the Hecla PAC contributed those funds to federal candidates, state and local parties, and associations who are advocates for the natural resources industry. 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 its directors. Identifying and Evaluating Nominees for Director Director Selection Process 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. 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. Senior Leadership Experience Experience serving as CEO or a senior 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 leadership experience. Industry and Mining 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. Finance/Audit Committee Financial Expert 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. Four of our directors satisfy the Audit Committee “financial expert” criteria set forth in regulations of the SEC. Six of our directors have financial knowledge. 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. 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 Board members 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. All 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 & 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 of the mining industry and protects their rights. Three of our directors have chaired an industry organization. Five 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. Summary of Director Qualifications and Experience 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. Independence The Board has determined that all directors, other than Mr. Baker, meet the independence standards set by the NYSE. Tenure The average tenure of our directors is approximately 11 years, which reflects a balance of company experience and new perspectives. Age 51 – 60 ll 61 – 70 lll 71 – 75 lll Average Age: 67 Diversity The Board is committed to achieving a diverse and broadly inclusive membership. 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 79. 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 79. 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 75thbirthday. 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. In accordance with our Certificate of Incorporation, the Board is divided into three classes. The terms of office of the directors in each class expire at different times. There are three Class III directors whose terms will expire at the 2019 Annual Meeting: Ted Crumley, Terry V. Rogers and Charles B. Stanley. At a meeting held by the Governance Committee in February 2019, the committee determined the directors whose terms are expiring – Messrs. Crumley, Rogers and Stanley - were qualified candidates to stand for re-election at the Annual Meeting, and the Board designated each as nominees for re-election as directors of the Company, each for a three-year term expiring in 2022. Each nominee has accepted the nomination and agreed to serve as a director if elected by the Company’s shareholders. It is intended that the proxies solicited hereby from our shareholders that do not provide voting instructions will be votedFORthe election of Ted Crumley, Terry V. Rogers and Charles B. Stanley. The Board knows of no reason why the nominees will be unable or unwilling to accept election. However, if any nominee becomes unable or is unwilling to accept election, the Board will either reduce the number of directors to be elected or select substitute nominees submitted by the committee. If substitute nominees are selected, proxies that do not provide voting instructions will be voted in favor of such nominees. Set forth below is biographical information for each of the director nominees, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that each of the director nominees should serve as a director. There are no family relationships among any of our directors or executive officers. Our Board includes individuals with strong backgrounds in executive leadership and management, legal, accounting and finance, and Company and industry knowledge, and we believe that, as a group, they work effectively together in overseeing our business. Current Class III Nominees for Election to the Board – Term Ending at the 2019 Annual Meeting If elected, the nominees will each serve for a three-year term ending in 2022. The nominees are as follows: Age: 74 Director since: 1995 Board Chairman since: 2006 Other Directorships: None Hecla Committees: nExecutive nCompensation Mr. Crumley served as the Executive Vice President and Chief Financial Officer of OfficeMax Incorporated, a distributor of office products, from January 2005 until his retirement in December 2005. He was also Senior Vice President of OfficeMax Incorporated from November 2004 to January 2005; and Senior Vice President and Chief Financial Officer of Boise Cascade Corporation, a manufacturer of paper and forest products, from 1994 to 2004. Board Qualification and Skills: High Level of Financial Experience: Substantial financial experience gained from a long career with OfficeMax Incorporated and Boise Cascade Corporation. Senior Leadership/Executive Officer Experience: Has over 30 years’ experience in management, finance and accounting in the natural resources industry. Served in numerous senior leadership positions, including Executive Vice President and Chief Financial Officer of OfficeMax Incorporated and Senior Vice President and Chief Financial Officer of Boise Cascade Corporation. Significant Public Company Board Experience: Over 23 years’ service on Hecla’s Board, including as Chairman since 2006. Extensive Knowledge of the Company’s Business and Industry: With over 23 years of service on Hecla’s Board, Mr. Crumley understands all aspects of our business, including the mining elements. Designations: Mr. Crumley received his Bachelor of Business Administration with a major in Accounting from Idaho State University College of Business in 1969. Age: 72 Director since: 2007 Other Directorships: None Hecla Committees: nCompensation (Chair) nHealth, Safety, Environmental and Technical nExecutive Mr. Rogers served as Senior Vice President and Chief Operating Officer of Cameco Corporation, a uranium producer, from February 2003 until his retirement in June 2007. He was the former President of Kumtor Operating Company, a gold producing company and a division of Cameco Corporation, from 1999 to 2003 and served on the Board of Directors of Centerra Gold Inc., a Canadian gold mining company, and its predecessor company, Cameco Gold, from February 2003 to May 2018. Board Qualification and Skills: Senior Leadership/Executive Officer Experience:Has experience in management in the mining industry. Served in numerous senior leadership positions, including Senior Vice President and Chief Operating Officer of Cameco Corporation, and former President of Kumtor Operating Company (a subsidiary of Cameco Corporation). Significant Public Company Board Experience:In addition to serving on the Board of Hecla, has over 15 years of service on the Board of Centerra Gold Inc., including serving as chairman of the human resources and compensation committee, and as a member of the audit committee. High Level of Operational and Industry Experience:Over 30 years’ experience in the mining industry, including, open-cast, open-pit and underground operations in coal, gold, and uranium mines around the world. Designations:Mr. Rogers received an Associate degree in Applied Science from the Superior Technical Institute in Wisconsin in 1972. He also obtained a Chartered Director (C. Dir.) designation from The Directors College in 2011, as well as a Human Resources and Compensation Committee Certified (H.R.C.C.C.) designation from The Directors College in 2013. Age: 60 Director since: 2007 Other Directorships: None Hecla Committees: nHealth, Safety, Environmental and Technical (Chair) nAudit nCorporate Governance and Directors Nominating Mr. Stanley was Chief Executive Officer and President of QEP Resources, Inc., a natural gas and oil exploration and production company, from May 2010 until his retirement in January 2019. He was also Chairman of the Board of QEP Resources, Inc. from May 2012 until his retirement in January 2019. He also served as Chairman, Chief Executive Officer, President and Director of QEP Midstream Partners LP, a master limited partnership that owns, operates, acquires and develops midstream energy assets, from May 2013 to December 2014. Mr. Stanley also served as Chief Operating Officer of Questar Corporation, a Western U.S. natural gas-focused exploration and production, interstate pipeline and local distribution company, from March 2008 to June 2010. Board Qualification and Skills: High Level of Financial Experience:Substantial financial experience gained from QEP Resources, Inc., Questar Corporation and prior companies. Extensive Senior Leadership/Executive Officer Experience:In addition to his former position as Chief Executive Officer and President of QEP Resources, Inc., Mr. Stanley served in numerous other senior leadership positions, including Chief Executive Officer and President of QEP Midstream Partners, LP, and Chief Operating Officer of Questar Corporation. Significant Public Company Board Experience:In addition to serving on the Board of Hecla, he served on the board of QEP Resources, Inc. the past 8 years and as Chairman of the Board, until his retirement in January 2019. Prior to serving on QEP’s board, Mr. Stanley served on the board of Questar Corporation for 8 years. He has served on the boards of various natural gas industry trade organizations. Extensive Knowledge of the Company’s Business:Over 35 years’ experience in the international and domestic upstream and midstream oil and gas industry. He is a geologist with an extensive background in natural resources. Designations:Mr. Stanley received a Bachelor of Science degree in Geology in 1981, as well as a Master of Science degree in Geology in 1983, from Virginia Tech. Required Vote 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. If the votes cast “against” an incumbent director exceeds 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 “Corporate Governance Guidelines” on page 13 for a description of our director resignation policy. You may vote “FOR,” “AGAINST,” OR “ABSTAIN” on the nominees for election as directors. Our directors whose terms are not expiring this year follow. They will continue to serve as directors for the remainder of their terms or until their respective successors are appointed or elected. Continuing Class I Members of the Board – Term Ending at the 2020 Annual Meeting Age: 59 Director since: 2001 Other Directorships: QEP Resources, Inc. Hecla Committees: nExecutive (Chair) Mr. Baker has been our Chief Executive Officer since May 2003 and has served as our President since November 2001. He has served as a Director of QEP Resources, Inc., an independent natural gas and oil exploration and production company, since May 2010. Mr. Baker has served as Chairman of the Board for the National Mining Association, a U.S. mining advocate and national trade organization that represents the interests of mining businesses, since October 2017, and has been a Board member since September 2010. He also served as Vice Chairman of the Board for the National Mining Association from October 2015 to October 2017. He has also served as a Board member of the National Mining Hall of Fame and Museum, a federally chartered non-profit national mining museum, since February 2012. Board Qualification and Skills: High Level of Financial Experience:Substantial financial experience gained in his roles of President, Chief Executive Officer, and other positions with the Company and Battle Mountain Gold Company, as well as Pegasus Gold, Inc. Extensive Senior Leadership/Executive Officer Experience: Has served as Hecla’s President for 18 years and as Chief Executive Officer for 16 years. Has 30 years of experience as an officer of publicly-traded mining companies. Significant Public Company Board Experience: In addition to serving on the Board of Hecla, has served on the board of QEP Resources, Inc. for nine years, Questar Corporation for five years, and Lihir Gold for two years. He serves as chair of the audit committee and as a member of the governance committee for QEP Resources, Inc. Extensive Knowledge of the Company’s Business and Industry: Over 32 years’ experience in the mining industry. Designations: Mr. Baker received a Bachelor of Business Administration in Accounting from Texas A&M University in 1981, and a law degree and Master of Business Administration from the University of Houston in 1985. He became a member of the State Bar of Texas in 1985 and received his Certified Public Accountant designation in 1986 from the Texas State Board of Public Accounting. Mr. Baker has not maintained these designations Age: 70 Director since: 2016 Other Directorships: B2Gold Corporation Hecla Committees: nHealth, Safety, Environmental and Technical nAudit Mr. Johnson served as Senior Vice President of Operations of B2Gold Corporation, a Canadian gold mining company, from August 2009 until his retirement in April 2015. He has served on the Board of Directors of B2Gold Corporation since March 2016. Board Qualification and Skills: High Level of Operational and Industry Experience:Over 45 years of foreign and domestic experience in underground and open-pit mine construction and operations management, including previous employment with Hecla. Senior Leadership/Executive Officer Experience:Has extensive experience in management in the mining industry, including as Senior Vice President of Operations at B2Gold Corporation. Designations:Mr. Johnson received a Bachelor of Science with a major in Mining Engineering from the University of Washington in 1972. Continuing Class II Members of the Board – Term Ending at the 2021 Annual Meeting Age: 74 Director since: 2005 Other Directorships: nWashington Policy Center nJuvenile Diabetes Research Foundation International (Board of Chancellors) Hecla Committees: nCorporate Governance and Directors Nominating (Chair) nCompensation Mr. Nethercutt has served as Chairman of The George Nethercutt Foundation, a non-profit student leadership and civics education charity, since 2005, and was appointed Of Counsel at Lee & Hayes PLLC, a law firm, from September 2010 to June 2018. He has been a board member of Washington Policy Center, a public policy organization providing analysis on issues relating to the free market and government regulation, since January 2005; and Board of Chancellors, Juvenile Diabetes Research Foundation International, a charity and advocate of juvenile diabetes research worldwide, since June 2011. He was a board member of ARCADIS Corporation, an international company providing consultancy, engineering and management services, from May 2005 to April 2017; a Principal of Nethercutt Consulting LLC, a strategic planning and consulting firm, from January 2007 to January 2012, and a member of the board of IP Street, a software company, from May 2011 to January 2015. Board Qualification and Skills: Extensive Knowledge of the Company’s Business and Industry: Served as a U.S. Congressman and focused on natural resource policies, mining legislation and environmental policies on public lands. Extensive Government Leadership Experience: Has extensive political background, including working as a staff member in the U.S. Senate in Washington, D.C., where he focused on issues relating to oil and gas, natural resources, mining and commerce. Served as chief of staff to a U.S. Senator from Alaska, working on such issues as agriculture, fisheries, timber and mining. He had his own consulting business which consisted of representing clients with mining and natural resource issues. Significant Public Company Board Experience: Over 13 years of service on Hecla’s Board, as well as serving on the board of ARCADIS Corporation for 12 years. Designations: Mr. Nethercutt received his Bachelor of Arts in English from Washington State University in 1967, and a law degree from Gonzaga University Law School in 1971. He has been a member of the Washington State Bar Association since 1972. Age: 65 Director since: 2016 Other Directorships: None Hecla Committees: nAudit (Chair) nCorporate Governance and Directors Nominating nHealth, Safety, Environmental and Technical Mr. Ralbovsky has been the Founder and Principal of Wolf Sky Consulting LLC, a tax consulting firm, since June 2014. Prior to that, he was a partner with PricewaterhouseCoopers LLP, an accounting firm, from February 1987 until his retirement in June 2014, where he concentrated his practice on public companies operating in the mining industry. He is a part-time Professor of Practice at the University of Arizona’s James E. Rogers College of Law. Mr. Ralbovsky is also a member of several organizations, including AICPA, Arizona Society of CPAs, National Mining Association, and Society for Mining, Metallurgy and Exploration. Board Qualification and Skills: High Level of Financial Experience: Over 39 years’ experience in taxation, auditing and accounting. Extensive Knowledge of the Company’s Business and Industry: Over 39 years’ experience in accounting, where he was heavily involved in the mining industry with emphasis in global mining tax and royalty policy. Extensive Senior Leadership Experience: Has extensive experience in leadership in the accounting industry. Served in numerous senior leadership positions, including U.S. Mining Leader, U.S. Mining Tax Leader, Global Mining Tax Leader and Tax Partner for PricewaterhouseCoopers LLP. Designations: Mr. Ralbovsky received a Bachelor of Business Administration with a major in Accounting from Siena College in 1975.He also received a law degree from Albany Law School in 1978. He is a Certified Public Accountant in the District of Columbia and Arizona. Age: 64 Director since: 2017 Other Directorships: Funzeleo Hecla Committees: nAudit nCorporate Governance and Directors Nominating nCompensation Ms. Boggs was the General Counsel at Resource Capital Funds, a mining-focused private equity firm, from January 2011 until her retirement in February 2019. She has been a board member of Funzeleo, a non-profit organization that inspires and prepares youth for high-demand science and math-based careers, since January 2016, as well as serving as President of the Rocky Mountain Mineral Law Foundation, a non-profit organization dedicated to the study of laws and regulations relating to mining, oil and gas, energy, public lands, water, environmental and international law, from July 2012 to July 2013, and a board member of the Rocky Mountain Mineral Law Foundation, from July 2011 to July 2015. Board Qualification and Skills: High Level of Legal Experience: Over 37 years’ experience as an attorney, having practiced law in several U.S. and overseas jurisdictions. Extensive Knowledge of the Company’s Business and Industry: Over 37 years’ experience as a mining and natural resources lawyer with experience in domestic and international mining projects. Extensive Knowledge of Risk Assessment: In addition to managing all legal affairs of Resource Capital Funds, she was responsible for legal due diligence, country and political risk assessments, and participates in the structuring and implementation of risk mitigation strategies. Extensive Senior Leadership Experience: Has extensive experience in leadership in the mining industry, having worked for Barrick Gold Company, serving in a variety of leadership roles, including serving as the CEO of Tethyan Copper Company, a gold and copper development project in Pakistan, interim President of the African Business Unit, and as interim General Counsel of African Barrick Gold (now known as Acacia Mining) in its formation and initial public offering. Designations: Ms. Boggs received a Bachelor of Arts with a major in Economics from University of Denver in May 1976. She received a Master of Science in Resource Development from Michigan State University in December 1977, and a law degree from the University of Denver College of Law in 1981. COMPENSATION OF NON-MANAGEMENT DIRECTORS The Compensation Committee of the Board is responsible for recommending to the independent members of the Board the form and amount of compensation for our non-management directors. The independent members of the Board consider the committee’s recommendation and make final determination of non-management director compensation. Compensation for non-management directors is designed to reflect current market trends and developments with respect to compensation of board The Components of Non-Management Director Compensation Previous Value Annual cash retainers are paid in quarterly installments. No other attendance fees are paid to the non-management directors. We maintain the Hecla Mining Company Stock Plan for Nonemployee Directors Non-management directors joining the Board after The shares Non-Management Director Compensation for Totals Fees All Other The Company covers directors under its overall director and officer liability insurance policies, as well as reimbursing them for travel, lodging, and meal expenses incurred in connection with their attendance at Board and committee meetings, meetings of shareholders, and for traveling to visit our operations. Directors are eligible, on the The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. The committee appointed BDO USA, LLP (“BDO”) as the independent registered public accounting firm for Hecla for the calendar year ending December 31, n n n n n The members of the committee believe that the continued retention of BDO to serve as our independent registered public accounting firm is in the best interests of Hecla and Although ratification is not required, the Board is submitting the appointment of BDO to our shareholders for ratification because we value our shareholders’ views on Representatives of BDO Required Vote 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 2019 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 2019. The committee The committee has delegated its pre-approval authority to the Chair of the Audit and The following table represents fees for professional audit services rendered by BDO for the audit of our annual financial statements for the years ended December 31, The In the performance of its oversight responsibilities, the committee (1) reviewed and Company management is responsible for the The committee has discussed with both Hecla’s internal auditor and independent registered public accounting firm the overall scope of the plans for their respective audits. The committee regularly meets with a representative of the firm hired to serve as Hecla’s internal auditor and representatives of the independent registered public accounting firm, in regular and executive sessions, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of Hecla’s financial reporting and compliance programs. Management is responsible for the Company’s financial reporting process, including establishing and maintaining adequate internal control over financial reporting and the preparation of the Company’s financial statements. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm also is responsible for performing an independent audit of the effectiveness of the Company’s internal controls over financial reporting and issuing a report thereon. The committee relies, without independent verification, on the information provided to it and on the representations made by management and the Company’s independent registered public accounting firm. Based on the review and discussion and the representations made by management and the Company’s independent registered public accounting firm, the committee recommended to the The material contained in this Audit Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporated the Audit Committee Report by reference therein. Respectfully submitted by Stephen F. Ralbovsky, Chair Our Board, pursuant to Section 14A of the Exchange Act, seeks your vote to approve, on an advisory basis, the compensation of our NEOs as set forth under the headingCompensation Discussion and Analysison the following page and in the accompanying compensation tables starting on page 49, and related material. The Board believes strongly that the Company’s current executive compensation program is right for the Company and our shareholders at the current time. The Company’s executive compensation program is designed to attract, retain, and motivate talented individuals who possess the executive experience and the leadership skills needed by the Underlying these incentives is a strong philosophy of “pay-for-performance” that forms the foundation of decisions regarding the compensation of our NEOs. This compensation philosophy, which has been consistent over many years, is designed to align the interests of our NEOs with the interests of our shareholders and is central to our ability to attract, retain and motivate executive leaders to guide the Company through market challenges over the long-term. The Board strongly believes in the effectiveness and appropriateness for the Company of its executive compensation program. We believe this confidence is shared by our shareholders, as evidenced by the favorable vote of 96% of our shareholders on the similar proposal presented at our 2017 annual meeting. In 2018, our Say-on-Pay proposal received only a 68% favorable vote, which was much lower than the previous year’s favorable vote of 96%, even though our compensation practices had not changed. In the fall of 2018, we held conferences with our largest shareholders, representing 11% of our outstanding shares, and with two proxy advisory firms. 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 one year of underperformance, the Company may still outperform during the other two years, and thus outperform in total over the three-year period. This was the case with our 2015-2017 LTIP. We performed well operationally in 2015 and 2016, but in 2017 we missed certain targets. For the 2015-2017 LTIP, our cash flow generation and production growth exceeded target levels (due to our operations performing well in 2015 and 2016) and were only slightly above minimum threshold levels for reserve growth and TSR. Starting with the 2019-2021 LTIP, the design has been changed to more closely align payouts to performance that results in relative and absolute share performance. In 2014, we amended our change in control agreements to provide for a “double-trigger” before most elements of compensation would vest in the event of a change in control. In 2018, we amended our 2010 Stock Incentive Plan to provide for a double-trigger. We hope you will continue to support the effectiveness and appropriateness of our executive compensation program by a favorable vote on this proposal at the Annual Meeting. Some highlights of our executive compensation program and recent Compensation Committee actions include the following: In considering how to vote on this proposal, we urge you to review the relevant disclosures in this Proxy Statement, particularly the section titledCompensation Discussion and Analysis, which contains detailed information about our executive compensation program. We currently hold our “Say-on-Pay” advisory vote every year. The vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board. However, the Board and the Compensation Committee value the opinions of our shareholders and to the We are asking shareholders to approve the following resolution at Required Vote The advisory vote on executive compensation will require the affirmative vote of You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of our NEOs. COMPENSATION DISCUSSION AND ANALYSIS Our Compensation Committee strives to design a fair and competitive compensation program for executive officers that will attract, motivate and retain highly qualified and experienced executives, reward performance and provide incentives based on our performance, with an overall emphasis to maximize our long-term shareholder value. Our executive compensation program consists of several components, including base salary, annual and long-term performance awards (paid in cash Hecla is a leading primary low-cost silver producer with operating silver mines in Alaska (Greens Creek), Idaho (Lucky Friday), and Mexico (San Sebastian) and is a growing gold producer with eight world-class silver and gold mining districts in North America. With an active exploration and Our philosophy is to operate mines safely by promoting a deeply-rooted value-based culture, leveraging mining skills developed over the Company’s long history and by innovating new practices. We We believe very strongly that the future of mining lies in productivity increases, and one of the best ways to increase productivity and safety is by automating Key Operating and Financial Results The mining business requires long-term planning and implementation of operating strategies over several years to deliver successful operating and financial results. Accordingly, in the table below and summary that follows, we set forth our key operating and financial results for years Our overall operating and financial results are more fully described inManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed with the SEC on February 22, 2019. In 2018, we achieved the following: Benchmarking and Competitive Analyses To attract and retain key executives, our goal is to provide competitive compensation. We generally align our NEO base compensation to the 25thpercentile and total compensation to the 75thpercentile of our peer companies and survey composite data. However, total compensation can exceed the 75thpercentile when our Company performance and individual experience, responsibilities and performance warrant. Central to the pay review process is the selection of a relevant peer group. Because we operate in a global business that is dominated by Canadian companies, our peer group reflects this with only three U.S. companies among our peer group. In addition, our co-headquarters is in Vancouver, British Columbia, where some of our NEOs work. The committee reviews and determines the composition of our peer group on an annual basis, based on recommendations from its independent compensation consultant, Mercer. In May 2018, the committee added Kirkland Lake Gold and Yamana Gold as peers, and removed Endeavour Silver, Primero Mining and Stillwater Mining. Stillwater Mining was acquired in 2017, Primero Mining was acquired in early 2018, and Endeavour Silver was not comparable in size of total assets and market capitalization. In 2018, Hecla’s peer group was made up of the following 15 companies, whose aggregate profile was comparable to Hecla in terms of size, industry and competition for executive talent. The peer group is composed entirely of publicly held companies, most of which are engaged in the business of mining precious metals with revenue, market capitalization and total assets within a reasonable range of Hecla’s. We believe these peer companies are appropriate because they are in the same industry, compete with us for executive talent, have executives in positions similar to ours, and are considered by the committee to be in an acceptable range of revenue, market capitalization and/or total assets compared to Hecla. During our shareholder outreach, many of our largest shareholders have informed us that, compared to peer groups selected by proxy advisory firms, they consider the peer group chosen by us to be the most relevant and appropriate for compensation and performance benchmarking purposes. The peer group selected last year by Glass-Lewis included 14 of our 16 selected peers. The peer group selected by Institutional Shareholder Services (“ISS”) included only two of our 16 selected peers. The rest of the peer group selected by ISS contained U.S.-based companies in the industrial and specialty chemicals, plastics, coatings, nickel and cobalt-based alloys, steel products and other industries – companies and industries whose market fundamentals are different from the precious metals mining industry. We understand that ISS’s internal policies prohibit its selection of Canadian companies (which account for 12 of our peers) and require that Hecla be compared to companies having only similar revenue instead of similar market capitalization or total assets. We believe that a fair compensation peer group, in terms of both industry profile and size, should not be selected for Hecla without including Canadian companies. In making compensation decisions, and taking into consideration recommendations made by Mercer, the committee also reviews survey data provided by Mercer from the following mining and general industry survey sources: Mercer provided the committee with a report summarizing executive compensation levels at the 25th, 50thand 75thpercentiles of the peer group and the survey data for positions comparable to those held by each of our NEOs. The In 2018, target total direct compensation (base salary, annual and long-term incentives) for our NEOs was between the median and the 75thpercentile of both the peer Role of the Role of Independent Compensation Consultant. Mercer performs executive compensation services solely on behalf of the committee, is engaged by and reports directly to the committee, meets separately with the committee with no members of management present, and consults with the committee chair between meetings. The committee has assessed Mercer’s independence in light of SEC rules and NYSE listing standards and has determined that Mercer’s work does not raise any conflicts of interest or independence concerns. The Mercer consultants who worked with the committee Pursuant to a written agreement dated evaluate the competitiveness of the total direct compensation package provided to Hecla’s executive officers; and specifically, to compare Hecla’s current executive officer compensation with compensation provided to executives in similar roles in comparable organizations; review updated information regarding Hecla’s executive compensation program and the positions to be benchmarked, including organization charts, position descriptions, current total compensation and other relevant data; assist the committee in meeting its obligation to issue a Compensation Committee Report recommending inclusion of the CD&A in the In addition to providing technical support and input on market practices, the committee’s goal in using a compensation and benefits consultant is to provide external benchmark information for assessing compensation relative to our compensation philosophy. As described underBenchmarking Using Compensation Peer Groups, In June The committee has established procedures that it considers adequate to ensure that Mercer’s advice to the committee remains objective and is not influenced by Company management. These procedures include: a direct reporting relationship between the Mercer consultant and the committee; a provision in the committee’s engagement letter with Mercer specifying the information and recommendations that can and cannot be shared with management; an annual update to the committee on Mercer’s financial relationship with Hecla, including a summary of the work performed for Hecla during the preceding 12 months; and written assurances from Mercer that within the Mercer organization, the Mercer consultants who perform services for Hecla have a reporting relationship determined separately from Mercer’s other lines of business and from its other work for In the past, our human resources department had utilized Mercer or its affiliates to provide consulting services on our employee benefit Role of Compensation Philosophy and Objectives Management, the Board and the committee recognize that the mining industry is cyclical, influenced by market factors, and can include swings in the market prices for precious metals, which are beyond our management’s control, which can significantly influence our profitability and share price. Further, we operate in a competitive and challenging We expect top-level performance from our executive management team even during downturns in our industry and during periods of Company expansion. Accordingly, the criteria that the committee has established for our performance-based awards have sometimes been very challenging to achieve. Nevertheless, even in years for which we have incurred a net loss, we have often performed better than most of our industry peers in key respects (e.g., reserves and resources). The committee considers this and other factors in evaluating discretionary awards. Our compensation philosophy is to pay our NEOs competitive levels of compensation that best reflect their individual responsibilities and contributions to the Company, while providing incentives to achieve our business and financial objectives. While comparisons to compensation levels at companies in our peer group are helpful in assessing the overall competitiveness of our compensation program, we believe that our executive compensation program also must be internally consistent and equitable in order for the Company to achieve our corporate objectives. The pay-for-performance philosophy of our executive compensation programs described in this Proxy Statement plays a significant role in our ability to produce strong operating, exploration, strategic, and financial results. It enables us to attract and retain a highly experienced and successful team to manage our business. Our compensation programs strongly support our business objectives and are aligned with the value provided In setting policies and practices regarding compensation, the guiding philosophy of the committee is to: have compensation that is primarily at-risk and based on strategic objectives and tactical activities; and The committee believes that a mix of both cash and equity incentives is appropriate, as cash incentives reward executives for achieving both short- and long-term quantitative and qualitative goals, while equity incentives align the interests of our executives with those of our shareholders. In determining the amount of the cash and equity incentives, the committee considers each officer’s total compensation on both a short- and long-term basis to assess the retention and incentive value of his or her overall compensation. The committee conducts its annual review process We also maintain (or avoid) the following pay practices that we believe enhance our pay-for-performance philosophy and further align our NEOs’ interests with those of shareholders: ✔ ✔ 81.9% of CEO and ✔ Over 67.7% of total compensation for the CEO is performance-based ✔ 59% of total compensation for NEOs other than the CEO is performance-based ✔ 100%of the CEO’s annual incentive compensation is tied solely to Company performance ✔ Rigorous stock ownership requirements for our NEOs and directors ✔ Compensation recoupment “clawback” policy ✔ Double-trigger change in control severance for NEOs ✔ Double-trigger in 2010 Stock Incentive Plan ✔ Equity awards that vest over a three-year period to promote retention ✔ Equity awards that are performance-based depend on relative share performance (as well as time) ✔ Anti-hedging and anti-pledging policies ✔ Our NEOs, including our CEO, must remain employed with the Company through the payment date of their AIP awards, or the awards are forfeited ✔ Our NEOs, including our CEO, must remain employed with the Company through the payment date of their LTIP Plan awards, or the awards are forfeited, except in the case of retirement û Repricing of stock options ûPerquisites ûExcise tax gross-ups Elements of Total Compensation We have a multifaceted compensation program. For the year ended December 31, Objective:Provide a fixed level of cash compensation for performing day-to-day Terms:Paid semi-monthly. Key Feature: Designed to be at less than median Annual Incentive Plan Objective:Focus executives on achieving Company’s Key Features:Based on achievement of the Company goals Terms:Determined by the committee and paid in a single payment following the performance year. Awarded in the first half of each year. Designed to be awarded in cash but may be paid in equity (in full or part). Any NEO receiving an AIP award must be employed with the Company at the time of payment, except for a termination due to death or disability, or their award is forfeited. Long-term Incentive Plan Objective:Focus executives on longer-term value creation as determined by the specific targets of the plan. Key Features:Based on corporate goals achieved over a three-year performance period. A new three-year performance period begins each calendar year and performance units are granted in the first half of each year. Each three-year plan identifies key long-term objectives that are expected to create long-term value for shareholders such as Terms:Determined by the committee and paid in a single payment following the three-year performance period. Awarded in the first Restricted Stock Units Objectives:Align management’s interests with those of shareholders and provide incentive for NEOs to remain with the Company for the long term. Key Features:Restricted stock unit awards are denominated in shares and delivered in stock with a vesting schedule of three years for NEOs. Terms:Restricted stock units are granted between May and August of each year. Performance-based Shares Objectives:Provide incentive for Key Features:Performance-based shares realize more value the higher the TSR ranks within the selected peer group and have no value if the share performance Terms:Performance-based shares are granted to the Objective:Increased exposure to the Company to the extent deferred compensation is tied to the value of Hecla stock, while also providing a tax deferral opportunity and encouraging financial planning. Key Features:Allows for the voluntary deferral of base salary, annual incentive pay, long-term incentive pay and restricted stock unit payouts. Terms:Generally, employee must make election in the previous year to defer in the coming year. Objectives:Attract and retain highly qualified executives. Key Features:Participation in retirement plans, partial company-paid health, dental and vision insurance, life insurance, and accidental death and dismemberment insurance. Terms:Same terms for all U.S. Our executive compensation program – composed primarily of base salary, The mix of compensation for our CEO and other NEOs, which we believe is similar to our peer group, is shown below. Individual base salaries and annual incentive targets for the NEOs are based on the scope of each NEO’s responsibilities, individual performance and market data. At the beginning of each year, we also define the Overview of our Compensation Decisions and Results for Summary Compensation of the NEO’s is comprised of base salaries, annual incentive, long-term incentive, restricted stock units and performance-based shares. In 2018: Hecla’s compensation program is designed to compensate NEOs for giving shareholders long-term value. The 2018 compensation results were less than 2018 targeted compensation and less than 2017 and 2016 compensation for the CEO. Because of personnel changes this was not true for all NEOs. Base Salary Design. Pursuant to our market positioning policy, the committee targets base salaries between the 25thpercentile and median of Hecla’s peer group for our NEOs. An individual NEO’s base salary may be set above or below this market range for that particular position, depending on the committee’s subjective assessment of the individual NEO’s experience, recent performance and expected future contribution, retention concerns, and the recommendation of our CEO (other than for himself). The committee does not use any type of quantitative formula to determine the base salary level of any of the NEOs. The committee reviews NEO salaries at least annually as part of its overall competitive market assessment, as previously described. Typically, the committee makes annual salary adjustments in the middle of each year for the 12-month period from July 1 to June 30. Analysis and Decision. In June The following table shows annual base salaries for all Base Salary for NEOs Annual Incentive Plan (“AIP”) Consistent with Hecla’s pay-for-performance philosophy, substantially all salaried employees, including our NEOs, are eligible to participate in the AIP. Target Opportunities. Each NEO has a target AIP award opportunity expressed as a percentage of base salary, along with Actual awards are paid after the end of each annual performance period and can range from 0% to 200% of the target awards, based on the committee’s assessment of our actual performance and the achievement of an individual NEO’s goals. Having a limit on our For The market analysis prepared by Mercer in June Performance Measures and Components. Our management develops proposed targets for each Company performance measure based on a variety of factors, including historical corporate performance, internal budgets, forecasts and growth targets, market expectations and strategic objectives. The committee reviews the targets and adjusts them, as it deems appropriate. The committee believes that linking annual incentive awards to pre-established goals creates a performance-based compensation strategy consistent with shareholder interests. The committee also believes that incentive compensation targets should be established to drive real and sustainable improvements in operating performance and the strategic position of the Company. Each component can achieve two times the target (200%) with respect to the component, with the maximum total payout limited to two times the target award level (200%). The production factor converts gold, lead and zinc to 2018 Production Metrics 2018 EBITDA Less Capital Metrics The work-related injury rate reduction target was 10% at year-end, which would achieve a long-term goal. Maximum payout would be achieved if our work-related injury rate reduction was met at 30%. The threshold payout level was 5% reduction, below which no payout is earned. The reduction in the all injury frequency rate was 27.5%, which Work-Related Injury Rate Reduction Metric 2018 AIP Quantitative Measure Results Qualitative Corporate Performance Factors. In addition to quantitative corporate performance factors, our AIP has a component that is based on qualitative For our For 8The non-GAAP measurement of EBITDA less capital is calculated as the GAAP measure of net loss plus/less the following items: interest expense, income tax benefit, depreciation, depletion and amortization expense, interest and other income, acquisition costs, loss on investments, gain on derivatives contracts, provision for environmental matters, provisional price losses, foreign exchange gain, stock-based compensation, suspension costs, 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, 2018, is included in Appendix H of this Proxy Statement. Discretionary Factor. The final component of our AIP is at the discretion of the committee and it is targeted to account for 25% of the total AIP target award but can account for 0 to 50% of the target award. For While these items, particularly the reserve and resource growth, suggests the potential for significant positive discretion, the share performance (from $3.97 at the end of 2017 to $2.36 at the end of 2018) and the under performance of the Nevada assets, makes the committee’s assessment below target at 20%. NEO Year-end 2018 Performance. The AIP qualitative, quantitative and discretionary factors result in a corporate performance that is 82% of target. NEOs performance is based on a combination of corporate performance, individual goals and the impact they have on shareholder value. The committee believes that our NEOs’ performance goals should support and help achieve the Company’s strategic objectives and be tied to their areas of responsibility. Individual performance goals for each NEO, except the CEO, were proposed by the CEO and reviewed and approved by the committee. The CEO’s goals are based 100% on corporate performance. After the end of the year, the committee, based on each NEO’s self-assessment and our CEO’s input, reviews each NEO’s progress against his individual performance goals. When making its award determinations, the committee did not assign a specific weighting to any of the individual’s goals, but instead reviewed each NEO’s progress against his individual goals in the aggregate. The following is a summary description of the performance goal results for each of the NEOs for 2018, except our CEO, who is discussed separately below. Based on each NEO’s performance in managing their functions and the Mr. Baker’s 2018 AIP Award Summary. For 2018, based on Set forth in the table below is each NEO’s target award and actual award, which was paid Target Long-term Incentive Plan (“LTIP”) We use the LTIP to focus Under the LTIP, a new performance period begins each calendar year and runs for three years. The three-year performance period recognizes that some value-creating activities require a significant period of time to be implemented and for measurable results to accrue. Starting a new performance period each year also gives the committee flexibility to adjust for new business conditions, circumstances or priorities in setting the performance metrics and goals for each three-year cycle. Performance units are assigned to each NEO at the beginning of each three-year period and provide the basis for the amount of awards made to each NEO under the LTIP. Performance units are designed to encourage management to deliver long-term value. Performance units reinforce Hecla’s business strategy by clearly establishing our key performance elements (e.g., reserve growth, production growth, cash flow, 2016-2018 LTIP. In February 2016, the committee approved the 2016-2018 LTIP, The tables below summarize the performance unit valuation ranges for silver equivalent reserve growth, production growth, cash contribution, Silver equivalent reserve growth. Silver equivalent reserve growth remains a fundamental value creator. We need to replace and add reserves to extend mine lives and grow production. This is critical to the achievement of our long-term success. In the context of this period. “Cash cost, after by-product credits,” a non-GAAP measure, includes all direct and indirect operating cash costs related directly to the physical activities of producing the primary metal, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes, and offsets that amount by the production value of all metals other than the primary metal produced at each unit. TSR. TSR provides a performance metric relative to our peers. This objective differs from the other objectives which are focused on activities that in an absolute sense should be value drivers: reserves and resources, production, 2016-2018 Long-term Incentive Plan During this three-year period, performance in reserve and production growth exceeded 2016-2018 LTIP Award Summary The following chart shows the number of performance units awarded in Equity Restricted Stock Units Restricted stock units (“RSUs”) are granted to the NEOs under In December 2014, the committee amended the 2010 Stock Incentive Plan and Key Employee Deferred Compensation Plan so that any RSUs vesting after 2014 would no longer be credited with dividend equivalents. In February 2017, the committee amended the 2010 Stock Incentive Plan so unvested RSUs are forfeited by participants upon termination of employment in advance of vesting, with the exception of termination due to retirement if certain criteria are met. In the case of an employee retiring before the amendment, RSU recipients aged 55 or above, and who had at least 10 years of service, were eligible to receive their unvested RSUs. For 2017, and future awards, in order to incentivize RSU recipients to continue working for the Company, the committee amended the RSU awards to require both an age and years of service trigger in order to qualify for vesting of the RSUs as of the employee’s retirement. The amendment provides that for purposes of the RSU awards, RSU recipients who retire under Hecla Mining Company’s Retirement Plan must be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68, in order to receive their unvested RSUs after retirement. If one of the above requirements are met, the recipient will receive their RSUs on the original vesting dates. In 2014, we amended our change in control agreements to provide for a “double-trigger”. However, our 2010 Stock Incentive Plan provided for a single-trigger because we felt the single-trigger was appropriate for our other employees who receive equity under the plan, but who do not have change in control agreements. In 2018, one of the proxy advisory firms recommended voting against Hecla’s Say-on-Pay advisory vote at our 2018 Annual Meeting because of a single-trigger requirement in the 2010 Stock Incentive Plan. In December 2018, we amended our 2010 Stock Incentive Plan to provide for a double-trigger. In Performance-based Shares We grant performance-based share awards to certain executive officers, including our NEOs. The value of the awards is based on the ranking of the market performance of our common stock relative to the performance of the common stock of a group of peer companies over a three-year measurement period. The number of shares to be issued is based on the target value of the awards divided by the share price at grant date. The compensation cost is measured using a Monte Carlo simulation to estimate their value at grant date. In June If Hecla’s performance is below the 50thpercentile, the award is zero. If Hecla’s performance is between the 50thand 100thpercentile, the award is prorated. For any award, the number of shares issued Hecla’s TSR performance versus that of our peer group will be based on the average closing share price over the last sixty (60) calendar days prior to January 1, The industry peer group used for purposes of the 2018-2020 TSR performance-based award discussed above is listed on page CEO 2016-2018 Performance-based On June To determine the relative share performance, Hecla’s TSR performance versus that of peer group companies was based on the average closing share price over the last sixty (60) calendar days prior to January 1, The following table shows the calculation of the performance-based share results at the end of the three-year performance period on December 31, Stock Options. Nonqualified Deferred Compensation Plan.We maintain the Key Employee Deferred Compensation Plan (the “KEDCP”), a nonqualified deferred compensation plan, under which participants may defer all or a portion of their annual base salary, performance-based compensation awarded under our AIP and LTIP, and RSUs granted under the 2010 Stock Incentive Plan. Participants may elect to have their deferred base salary and AIP or LTIP awards valued based on Hecla common stock and credited to a stock account. Deferred RSUs are credited to a stock account. The KEDCP provides for discretionary matching contributions on base salary, AIP and LTIP amounts deferred to a stock account and discretionary company contributions that are credited to a participant’s stock account. The deferral features promote alignment of the interests of participants with those of our shareholders. Investment accounts are credited monthly with an amount based on the prime rate for corporate borrowers. Participants receive distributions from their accounts only upon separation from service with us, a fixed date or schedule selected by the participant, death, disability, an unforeseeable emergency or a change in control, as these events are defined under Section 409A of the Internal Revenue Code. The amounts deferred are unfunded and unsecured obligations of Hecla, receive no preferential standing, and are subject to the same risks as any of our other general obligations. Additional details about the KEDCP are described in the narrative accompanying theNonqualified Deferred Compensation for Other Qualified and Nonqualified Benefit Personal At its February 2013 meeting, the reporting requirements, such as any restatement due to a change in applicable accounting rules, standards or interpretations, a change in segment designations or the discontinuance of an operation. In December 2015, the Our insider trading policy prohibits all directors, executive officers (as defined under Section 16 of the Exchange Act) and certain other employees designated as insiders from purchasing or selling any Company securities three weeks before through two days after the public release of any of our periodic results (including the filing of any Form 10-Q or Form 10-K), or at any other time during the year while in possession of material non-public information about the Company. In addition, directors and officers are prohibited from short-term trading, short sales, options trading, trading on margin, hedging or pledging any securities of the Company. We have entered into change in control agreements (“CIC Agreements”) with each of our NEOs. Under the terms of our CIC Agreements, the CEO and the other NEOs are entitled to payments and benefits upon the occurrence of specified events, including termination of employment (with or without cause) following a change in control of the Company. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of fiscal year-end, are described in detail in the section entitledPotential Payments Upon Termination or Change in Control The termination of employment provisions of the CIC Agreements were entered into to address competitive concerns when the NEOs were recruited to Hecla by providing these individuals with a fixed amount of compensation that would offset the risk of leaving their prior employer or foregoing other opportunities to join the Company. At the time of entering into these arrangements, the committee considered the aggregate potential obligations of the Company in the context of the desirability of hiring the individual and the expected compensation upon joining Hecla. The committee believes that these CIC Agreements are important for a number of reasons, including providing reasonable compensation opportunities in the unique circumstances of a change in control that are not provided by other elements of our compensation program. Further, change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key executives will leave Hecla before a transaction closes. The committee also believes that these agreements motivate the executives to make decisions that are in the best interests of our shareholders in the event of a pending change in control. These agreements provide executives with the necessary job stability and financial security during a change in control transaction and the subsequent period of uncertainty to help them stay focused on managing Hecla rather than on their own personal employment situation. The committee believes that all The change in control provisions were developed by the Company and the committee based on market and industry competitive practices. The Company and the committee periodically review the benefits provided under the CIC Agreements to ensure that they serve our interests in retaining our key executives, are consistent with market and industry practice, and are reasonable. Tax and Accounting Considerations Our compensation programs are affected by each of the following: Accounting for Stock-Based Section 162(m) of the Internal Revenue Our primary objective in designing and administering our compensation policies is to support and encourage the achievement of our strategic goals and to enhance long-term shareholder value. We also believe that it is important to preserve flexibility in administering compensation programs. For these and other reasons, the committee has determined that it will not necessarily seek to limit executive compensation to the amount that would be fully deductible under Code Section 162(m). Effective for The committee will continue to monitor developments and assess alternatives for Section 409A of the Internal Revenue Code. Section 409A imposes additional significant taxes in the event that an executive officer or director receives “deferred compensation” that does not satisfy the requirements of Section 409A. We believe that we have designed and operated our plans appropriately to comply with Section 409A. The plan was formally named “Annual Incentive Plan”, but in February 2019, we renamed the plan to Short-term Incentive Plan (“STIP”). The changed name more accurately reflects the way the plan works, as the qualitative and discretionary factors are measured over a time period that extends beyond the calendar year. Furthermore, eligibility for ■ ■ ■ Each component can achieve two times the target with respect to the component, with the maximum total payout limited to two times the target award level (200%). Quantitative Goals The The production factor converts gold, lead and zinc to silver equivalent at 2019 Production Metrics 2019 Production in Silver Equivalent Ounces (includes all metals) The minimum threshold for the Adjusted EBITDA less capital goal is The Qualitative Goals There are over 100 qualitative goals that are recommended by management, approved by the committee, and cover the areas of safety and health, environmental, technology and innovation, continuous improvement, operations, financial and cost controls, balance sheet management, employee development, benefit plans, acquisitions, mine life extension, exploration and reserve growth, investor relations, government and community affairs, Below we provide the current three-year LTIP periods that are outstanding. In February 2017, the committee approved the 2017-2019 LTIP, which has a target unit value of $100. The 2017-2019 LTIP has four factors, three of which are repeat factors from the 2016-2018 LTIP, with a maximum potential payout of $375 per unit. The three factors include: silver equivalent reserve growth (gold is converted into silver equivalent at a ratio of 71 to 1), silver equivalent production growth (includes silver and gold, but not base metals), and total shareholder return. The fourth factor is mine site operating cash flow less capital, which replaces the cash flow goal from previous plans. This goal also includes the impact associated with any acquisitions (or dispositions) of operating mine sites. Mine Site Operating Cash Flow Less Capital 2018-2020 LTIP In February 2018, the committee approved the 2018-2020 LTIP, which has a target unit value of $100. The 2018-2020 LTIP has four factors, which are repeat factors from the 2017-2019 LTIP, with a maximum potential payout of $375 per unit. The four factors include: silver equivalent reserve growth (gold is converted into silver equivalent at a ratio of 71 to 1), silver equivalent production growth (includes silver and gold, but not base metals), total shareholder return and mine site operating cash flow less capital. Mine Site Operating Cash Flow Less Capital 2019-2021 LTIP In February 2019, the committee approved the 2019-2021 LTIP, which has changed from prior years. First the target unit of each factor value has been reduced from $100 to $90 with only three factors: reserve growth, production growth, and mine site operating cash flow (less capital). TSR that was previously a factor has been removed and is now a multiplier with a value of 10% to 250% based on relative performance. The payout has also been capped at target if the absolute share return is negative. Cash Target (in millions) TSR (Multiplier) The TSR provides a relative performance metric to our peers, with an absolute performance metric applicable in the event we are in the top 3 amongst the peer group on a relative basis. This component of the 2019-2021 LTIP is different than the other components in that the TSR serves as a multiplier (either increasing or decreasing award). This component insures alignment on the results of the other components with share performance. If Hecla’s relative TSR performance is in the mid-range (7th – 9th), the multiplier is 100% of the value achieved by the other three components, and thus has no positive or negative affect on the unit value earned. If Hecla’s relative TSR is in the top 6, the multiplier is positive, and thus would enhance the unit value because the relative TSR was strong. If Hecla’s relative TSR is in the bottom 6, the multiplier is negative. If the relative TSR is in the top 3, and the TSR is positive on an absolute basis, the TSR multiplier is 250%. Regardless of the unit value earned by the Unit Values, in the event the absolute TSR is negative, the multiplier is limited to no greater than 100%. The 2019-2021 peer group includes the following companies: COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Compensation Committee are set forth in theCompensation Committee Report. There are no members of the The Compensation Committee has reviewed and discussed theCompensation Discussion and Analysis with Hecla’s management and its independent compensation consultant. Based on its review and discussions, the committee recommended to the Board, and the Board has approved, theCompensation Discussion and Analysis included in this Proxy Statement and incorporated by reference in Hecla’s Annual Report on Form 10-K for the year ended December 31, Respectfully submitted by The Compensation Committee of the Terry V. Rogers, Chair Catherine J. Boggs Ted Crumley George R. Nethercutt, Jr. COMPENSATION OF NAMED EXECUTIVE OFFICERS Summary Compensation Table for The following compensation tables provide information regarding the compensation of our CEO, CFO, and Phillips S. Baker, Jr. President and CEO Lindsay A. Hall(8) Senior Vice President and CFO Lawrence P. Radford Senior Vice President – Chief Operating Officer Dr. Dean W. A. McDonald(8) Senior Vice President – Exploration Robert D. Brown(8) Vice President – Corporate Development Consists only of LTIP awards, which were paid 100% in common stock. The number of shares was determined based on the closing price of Hecla’s common stock on the NYSE on Grants of Plan-Based Awards for 2018 The following table shows all plan-based awards granted to the NEOs during Estimated Future Payouts Hecla’s TSR performance versus that of peer group companies will be based on a comparison of the average share price over the last 60 calendar days prior to January 1, 2018, as the base price, and the average share price the last 60 calendar days of the three-year performance period, plus dividends, to determine relative share value performance and ranking among peers. The following table provides information on the current holdings of stock awards by the NEOs. This table includes unvested RSUs, and unvested performance-based shares. There were no unexercised stock options held by any NEO at year-end. Outstanding Equity Awards at Phillips S. Baker, Jr. The following table shows the dates on which the restricted stock units in the outstanding equity awards table vest and the corresponding number of shares, subject to continued employment through the vest date. The following table shows information concerning the exercise of stock options and the number of stock awards that vested during calendar year The following table shows pension information under the Hecla Mining Company Retirement Plan, the SERP and Supplemental Benefits for the NEOs as of December 31, 2018. The terms and conditions for participation in, and payments from, these plans are described above under “Retirement Plan.” The actuarial present value of accumulated benefit is determined using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age of 65, or the current age if eligible for early retirement. These assumptions are described in the pension footnotes to our financial statements included in our Annual Report on Form 10-K. The table below provides information on the nonqualified deferred compensation of the NEOs in Nonqualified Deferred Compensation for Pursuant to the Company’s KEDCP, executives and key employees, including the NEOs, may defer all or a portion of their base salary, cash or equity awards earned under the LTIP and AIP, The KEDCP also provides for corporate matching amounts where the participants elect to have their base salary, AIP or LTIP awards credited to a stock account. Matching contributions are also valued based on our common stock and distributed upon a distributable event in stock. The ability to defer compensation into a company stock account promotes alignment of the interests of participants with those of our common shareholders. It also provides for corporate discretionary allocations of amounts valued based upon our common stock and credited to a stock account. As of the end of the last day of each calendar month, an additional amount is credited to the investment account The amounts credited to the investment or stock account of a participant under the KEDCP are distributable or payable within 75 days of the earliest to occur of the following distribution events: (i) the date on which the participant separates from service with us, with the distribution delayed for six months for certain “specified The KEDCP is at all times considered to be entirely unfunded both for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and no provision will at any time be made with respect to segregating our assets for the payment of any amounts under the KEDCP. Any funds that may be invested for purposes of fulfilling our promises under the KEDCP are for all purposes to be part of our general assets and available to general creditors in the event of a bankruptcy or insolvency of the Company. Nothing contained in the KEDCP will constitute a guarantee by us that any funds or assets will be sufficient to pay any benefit under the KEDCP. Potential Payments Upon Termination or Change in Control We have a change in control agreement (“CIC Agreement”) with each of our NEOs (Messrs. Baker, Hall, McDonald, Radford and The CIC Agreements provide that each of the NEOs shall serve in such executive position as the Board may direct. The CIC Agreements become effective only upon a change in control of the Company (the date of such change in control is referred to as the “Effective Date”). The term of employment under the CIC Agreements is three years from the Effective Date (except for Messrs. Radford, Hall and or substantially all, of the assets of the Company (with certain limitations) occurs; or (iv) the approval of a plan of dissolution or liquidation. The CIC Agreements are intended to ensure, among other things that, in the event of a change in control, each NEO will continue to focus on adding shareholder value. We seek to accomplish this by assuring that each NEO continues to receive payments and other benefits equivalent to those he was receiving at the time of a change in control for the duration of the employment term under of the CIC Agreement. The CIC Agreements also provide that should an NEO’s employment be terminated either (i) by the NEO for good reason, or (ii) by the Company (other than for cause or disability) after the Effective Date of the CIC Agreement, he would receive from us a lump-sum defined amount generally equivalent to three times the aggregate of his then annual base salary rate and his highest annual incentive prior to the The NEOs would also be entitled to lump-sum payments representing the difference in pension and supplemental retirement benefits to which they would be entitled on (i) the date of actual termination, and (ii) the end of the three-year (or two-year where applicable) employment period under the CIC Agreements. We would also maintain such NEO’s participation in all benefit plans and programs (or provide equivalent benefits if such continued participation was not possible under the terms of such plans and programs). A NEO whose employment has terminated would not be required to seek other employment in order to receive the defined benefits. The following table Summary of Potential Payments Upon Termination or Change in Control The following tables reflect the amount of compensation 11 Our 2010 Stock Incentive Plan provides for for Messrs. Baker We believe our executive compensation program should be internally consistent and equitable in order to motivate our employees to create shareholder value. Our committee strives to design a fair and competitive compensation program that will attract, motivate, and retain employees, reward performance, and provide incentives based on our performance. As required by SEC rules, the committee reviewed a comparison of During 2018, we added approximately 300 employees of Klondex Mines Ltd., which we acquired effective July 20, 2018. SEC rules permit the exclusion of employees of a newly-acquired entity from the calculation of the CEO pay ratio for the fiscal year in which the acquisition occurs. Klondex employees acquired in the merger will be included in determining our 2019 CEO pay ratio. As permitted by SEC rules, we can use the same median employee in 2018 that we identified for 2017 for calculating our CEO pay ratio, unless there have been The total compensation for the For 2018, the annual total compensation of our CEO was $3,686,542, and the annual total compensation of our median employee was $94,737. The ratio of CEO pay to With the exception of our NEOs who are Canadian citizens, Contributions to the Retirement Plan, and the related expense or income, are based on general actuarial calculations and, accordingly, no portion of our contributions, and related expenses or income, is specifically attributable to our officers. We also have an unfunded Supplemental Excess Retirement Plan adopted in November 1985 (the “SERP”) under which the amount of any benefits not payable under the Retirement Plan by reason of the limitations imposed by the Internal Revenue Code and/or the Employee Retirement Income Security Act, as amended (the “Acts”), and the loss, if any, due to a deferral of salary made under our KEDCP and/or our 401(k) Plan will be paid out of our general funds to any employee who may be adversely affected. Under the Acts, the current maximum annual pension benefit payable by the Retirement Plan to any employee is retirement benefits in monthly installments for life equal to, for each year of credited service, 1% of final average annual earnings (defined as the highest average earnings of such employee for any 36 consecutive calendar months during the final 120 calendar months of service) up to the applicable covered compensation level (which level is based on the Social Security maximum taxable wage base) and 1.75% of the difference, if any, between final average annual earnings and the applicable covered compensation level. The Retirement Plan and SERP define earnings for purposes of the plans to be “a wage or salary for services of employees inclusive of any bonus or special pay including gain-sharing programs, contract miners’ bonus pay and the equivalent,” except that on or after July 1, 2013, earnings are defined as “base salary or wages for personal services and elective deferrals plus (i) elective deferrals not includable in the gross income of the Employee under Code Sections 125, 132(f)(4), 402(e)(3), 402(h), 403(b) and 457, (ii) one-half (1/2) of any performance based or annual incentive bonus, (iii) one-half (1/2) of any safety incentive award, (iv) paid time off, other than pay while on disability leave, (v) any post-employment payment for services performed during the course of employment that would have been paid to the Employee prior to the severance from employment if the Employee had continued in employment with an Employer, and (vi) compensation for overtime at the Employee’s regular rate of pay.” The following table shows estimated aggregate annual benefits under our Retirement Plan and the SERP payable upon retirement to a participant who retires in Estimated Annual Retirement Benefits Benefits listed in the pension table are not subject to any deduction for Social Security or other offset amounts. Approval of Amendments to and Restatement of Our Hecla Mining Company 2010 Stock Incentive Plan The Hecla Mining Company 2010 Stock Incentive Plan We are now asking our shareholders to approve an amendment and restatement of the In view of the limited number of shares remaining available under the 2010 Incentive Plan, the Board approved the Amended Plan, primarily to (i) authorize a new share pool of 20,000,000 shares of Hecla common stock (“common stock”) for awards made after May 23, 2019, and (ii) extend the expiration date of the plan from August 25, 2020 to May 23, 2030. As described further below, the Amended Plan, if approved, adds several features not included in the 2010 Incentive Plan that further enhance long-term stockholder interests: · In addition, the Amended Plan Shareholders are asked to approve the Amended Plan, among other reasons, to (i) qualify stock options as incentive stock options for purposes of (ii) satisfy NYSE rules relating to equity compensation plans. If Information on Equity Compensation Plans as of April 1, 2019 The Board recognizes that the increase in the number of shares under the Amended Plan Outstanding awards include unvested shares of restricted stock and RSUs, as well as performance-based shares assuming target performance. We note that the number of shares remaining available for grant as described above differs from those reported above under Equity Compensation Plan Information, since that table, required by SEC disclosure rules, is dated as of December 31, 2018, and therefore does not take into account year-to-date grants during 2019. The Board periodically reviews the rate at which the Company grants equity awards relative to its shares of common stock outstanding (sometimes referred to as the Company’s “run rate”). The Company believes that our run rate demonstrates a responsible use of the available share pool. Our employee population has grown because of acquisitions, and we expect to grant equity awards to a broader population of employees going forward. As a result, we expect our run rate over the next several years to increase from prior levels. Using our stock price on The following is a summary of the Administration. The provisions in the Amended Plan regarding plan administration are materially the same as those included in the 2010 Incentive Plan. The Amended Plan will be any such awards. The Committee also will have the authority to: (i) adopt, alter and repeal the administrative rules, guidelines and practices governing the Amended Plan as it deems advisable; (ii) interpret the terms and provisions of the Amended Plan and any awards issued thereunder; and (iii) otherwise supervise the administration of the Amended Plan. All decisions made by Number of Authorized Shares; Adjustments. The Amended Plan authorizes the issuance, from and after May 23, 2019, of up to The Amended Plan clarifies the treatment of shares used to cover the cost of an award, and In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin off, or other distribution of stock or property of the Eligibility and Participation. Eligibility to participate in the Types of Award under the Amended Plan.The Amended Plan authorizes the Committee to grant awards, individually or collectively, to participants in any of the following forms, subject to such terms, conditions, and Stock Options. The Amended Plan authorizes the Committee to grant options to purchase Hecla common stock at an exercise price which cannot be less than the Committee, to pay the exercise price of options in cash, stock (valued at its fair market value on the date of exercise) or a combination thereof, or by “cashless exercise” through a broker or the Company. The The option award agreement may specify a shorter period, and in no event may the option be exercised after its original expiration date. As noted above, options may be granted either as ISOs or NSOs. The principal difference between ISOs and NSOs is tax treatment (see “Federal Income Tax Consequences” below). SARs. The Amended Plan authorizes the Committee to grant SARs in conjunction with all or part of any stock option granted under the Amended Plan. Upon the exercise of a SAR, the holder will receive an amount in cash, shares of common stock, or both equal in value to the excess of the fair market value of one share of common stock over the option price per share specified in the related stock option multiplied by the number of shares in respect of which the SAR has been exercised. Such amount will be paid to the holder in stock (valued at its fair market value on the date of exercise), cash or a combination thereof, as the Committee may determine. A SAR may be granted as an alternative to a previously or contemporaneously granted nonqualified option, but may only be granted contemporaneously with the grant of an ISO. A SAR will entitle the optionee, in lieu of exercising the option, to receive the excess of the fair market value of a share of stock on the date of exercise over the option price multiplied by the number of shares for which the optionee is exercising the SAR. Because a SAR is an alternative to an option, the option will be cancelled to the extent that the SAR is exercised, and the SAR will be cancelled to the extent the option is exercised. Restricted Stock, RSUs and Other Stock-based Awards. The Committee may grant awards of restricted stock, which are shares of common stock subject to specified restrictions, and RSUs, which represent the right to receive shares of the common stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the Committee’s discretion. The restrictions may be based on continuous service with the Company or the attainment of specified performance goals, as determined by the Committee. RSUs may be paid in stock or cash or a combination of stock and cash, as determined by the Committee. Restricted stock may have voting rights during the restricted period, but regular cash dividends during the restricted period will not be paid to the participant, but may be accrued and paid at vesting or delivered as additional shares of restricted stock subject to the same vesting conditions of the underlying award. RSUs are not eligible to receive dividends or dividend equivalents. The Committee may also grant other types of equity or equity-based awards subject to the terms of the Amended Plan based on any other terms and conditions determined by the Committee. Performance Units. The Amended Plan authorizes the Committee to award performance units either alone or in addition to other awards granted under the Amended Plan. The Committee may condition the settlement of performance units upon the continued service of the participant, the attainment of performance goals, or both. The provisions of such Amendment and Discontinuance. The Amended Plan may generally be amended, altered or discontinued by the Board, but no amendment, alteration or discontinuance may Change in Control. The Amended Plan provides that in the event of a change-in-control of the No Repricing. Without stockholder approval, the Committee is not authorized to (i) lower the exercise or grant price of a stock option or SAR after it is granted, except in connection with certain adjustments to our corporate or capital structure permitted by the Amended Plan, such as stock splits, (ii) take any other action that is treated as a repricing under generally accepted accounting principles or (iii) cancel a stock option or SAR at a time when its exercise or grant price exceeds the fair market value of the underlying stock, in exchange for cash, another stock option or SAR, restricted stock, RSUs or other equity award, unless the cancellation and exchange occur in connection with a change in capitalization or other similar change. Minimum Vesting. Equity-based awards granted under the Amended Plan will have a one-year minimum vesting requirement. This requirement does not apply to (i) substitute awards resulting from acquisitions, or (ii) shares delivered in lieu of fully vested cash awards. Also, the Committee may grant equity-based awards without regard to the minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Amended Plan. In addition, the minimum vesting requirement does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in control, in the terms of the award or otherwise. Transferability. Awards are not transferable, except by will and the laws of descent and distribution and, in the case of nonqualified stock options, pursuant to a qualified domestic relations order or a gift to an optionee’s children. As of the date of this Proxy Statement, no awards have been made under the Amended Plan, and there are no awards under the 2010 Incentive Plan that are conditioned on approval of the Amended Plan. The amount of awards to be made under the Amended Plan is not presently determinable. Federal Income Tax Consequences The following discussion is intended only as a brief summary of the U.S. federal income tax rules that are generally relevant to stock options, SARs, restricted stock, RSUs, and performance units. The following information is not a definitive explanation of the tax consequences of the Nonqualified Stock Options and SARs.A participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and Incentive Stock Options.A participant generally will not recognize taxable income upon the grant of an incentive stock option. If a participant exercises an incentive stock option during employment or within three months after employment ends (12 months in the case of permanent and total disability), the participant will not recognize taxable income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will have taxable income for alternative minimum tax purposes at that With respect to both nonqualified stock options and incentive stock options, special rules apply if a participant uses shares of common stock already held by the participant to pay the exercise price or if the shares received upon exercise of the stock option are subject to a substantial risk of forfeiture by the participant. Restricted Stock Awards, RSUs, and Performance Units.A participant generally will not have taxable income upon the grant of restricted stock, RSUs or performance units. Instead, the participant will recognize ordinary income at the time of vesting or payout equal to the Other Stock-based Awards.The Tax Consequences to the Company. In the foregoing cases, we generally will be entitled to Code Section 409A.We intend that awards granted under the Tax Withholding.We are authorized to deduct or withhold from any award granted or payment due under the Amended Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and Equity Compensation Plan Information The following table The approval of this proposal will require the affirmative vote of a majority of votes cast at There are certain provisions in our Certificate of Incorporation (the “Certificate”) and Bylaws that can only be revised through the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of our capital stock entitled to vote generally in the election of directors. We refer to these shares as “Voting Stock” and to this voting requirement as “80% supermajority” throughout this Proposal We are seeking the approval of our shareholders to amend our Certificate and Bylaws to remove those 80% supermajority voting requirements that impact who may call special meetings of shareholders and replace them with two-thirds voting standards. We refer to this lower voting requirement as “two-thirds vote” throughout this Proposal We proposed these same amendments for shareholder approval at our As described more fully below under Proposal We are again proposing the Special Meeting Proposal at our We believe that the 80% supermajority vote requirement is an impediment to implementing the Special Meeting Proposal because of the difficulty in getting the holders of that many shares to vote at a shareholders meeting. If instead of the 80% supermajority provisions, the required vote to implement the Special Meeting Proposal was a two-thirds of the Voting Stock, we believe the Special Meeting Proposal would have a better chance to be approved by our shareholders. However, even with the change to the lower two-thirds vote requirement, there is no assurance that the Special Meeting Proposal will be approved by the required vote of our shareholders. SeeRequired Vote Current Provisions in Certificate and Bylaws Currently, the Certificate states that shareholders can alter, amend or repeal certain Bylaws relating to calling a special meeting of shareholders, only if that action is approved by the affirmative vote of the holders of at least Set forth below are the relevant provisions of the Certificate and Bylaws: Certificate ARTICLE V. Bylaws ARTICLE VII. Actions by Shareholders Bylaws ARTICLE VI. Amendments Proposed Amendments to Certificate and Bylaws This Proposal n n n Our Board is committed to good governance practices and this Proposal After receiving shareholder input and the The above description is a summary and is qualified by and subject to the full text of the proposed amendments to our Certificate and Bylaws, which are set forth inAppendix BandAppendix C, respectively. Additions of text contained in the appendices are indicated by underlining and deletions of text are indicated by strikeouts. Approval of this proposal requires the affirmative vote of You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the amendments to our Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions. We are seeking the approval of our shareholders to amend our Certificate and Bylaws to add a right permitting shareholders who have held at least a 25% “net long position” in our outstanding common stock for at least 120 days to call special meetings of shareholders, subject to the conditions set forth in our Bylaws, as described below. Currently, shareholders do not have the right to call special shareholder meetings; only our Board can call such meetings. If approved by the required 80% supermajority vote, this proposal would become effective upon the filing of an amendment to our Certificate with the Secretary of State of Delaware, which we intend to do promptly after the required shareholder approval is obtained, at which time the related amendment to our Bylaws would also become effective. We proposed these same amendments for shareholder approval at our 2014, 2016, 2017 and Proposed Amendments to Certificate and Bylaws This Proposal Our Board believes that establishing an ownership threshold of at least 25% in order for a could divert their attention from performing their primary functions: to oversee and operate our business in the best interests of our shareholders. In addition, for every special meeting of shareholders, the Company incurs significant costs. We will continue to maintain our existing governance mechanisms that afford management and our Board the ability to respond to proposals and concerns of all shareholders, regardless of the level of share ownership. Establishing a 25% “net long position” threshold for the right to call a special meeting would ensure that matters proposed for consideration have significant support among our shareholders. A shareholder’s “net long position” is generally defined as the amount of common stock in which the shareholder holds a positive (also known as “long”) economic interest, reduced by the amount of common stock in which the shareholder holds a negative (also known as “short”) economic interest. In addition, requiring that shareholders must have held their stock for at least 120 days helps to ensure that their economic interest in the Company’s affairs is more than transitory. Also, during the required 120 day holding period, the Company will continue to make disclosure through its statutory filings,which may provide shareholders with information that might avoid an unnecessary call for special meetings of shareholders. The proposed amendment to our Bylaws contains procedural and Secretary, (v) any shares beneficially owned or held of record as of the date of the request and sold by the requesting holder prior to the meeting will be treated as a revocation of the request to the extent of the shares sold and (vi) the requesting shareholder’s notice must include information (as specified in the amendment to the Bylaws) as to the business proposed to be conducted, as to each nominee (if applicable), and as to the shareholder giving notice and the beneficial owner, if any, on whose behalf the proposal is made. Our Board is committed to good governance practices and this Proposal The above description is a summary and is qualified by and subject to the full text of the proposed amendmentsto our Certificate and Bylaws, which are set forth inAppendix D andAppendix E, respectively. Additions of text contained in the appendices are indicated by underlining and deletions of text are indicated by strikeouts. Approval of this proposal requires the affirmative vote of You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the amendments to our Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances. We are seeking the approval of our shareholders to amend our Certificate and Bylaws to eliminate the classified structure of our Board of Directors. The Board of Directors adopted, and recommends that shareholders approve, an amendment to Article VI of our Certificate that would eliminate the classified structure of the Board of Directors and provide for annual election of directors (the “Declassification Amendment”). If the Declassification Amendment is approved, the Board intends to cause the Declassification Amendment to be filed with the Secretary of State of the State of Delaware following the 2019 Annual Meeting and adopt conforming amendments to the Company’s Bylaws and Corporate Governance Guidelines. If the Declassification Amendment is not approved, our Board will remain classified. The proposed revisions to the Certificate and Bylaws are included in this Proxy Statement asAppendix F andAppendix G, respectively. Additions of text contained in the appendices are indicated by underlining and deletions of text are indicated by strikeouts. Rationale for Declassification In late 2017, a shareholder submitted a non-binding proposal to declassify the Board of Directors. The Board approved inclusion of that proposal on the ballot at the 2018 Annual Meeting of Shareholders. At the meeting, 94% of the votes cast and 51% of the outstanding shares of common stock were in favor of that proposal. Considering the voting result and the Board’s recognition that the sentiment of shareholders and institutional investor groups is generally in favor of the annual election of directors, the Board decided to take the next step in declassifying the Board by approving the Declassification Amendment and placing it on the ballot for the 2019 Annual Meeting of Shareholders. Article VI, Section 1 of the Company’s Certificate currently provides that the Company’s directors are divided into three classes, with the term of one class expiring each year, and the directors in each class serving three-year terms. The Declassification Amendment would not affect the term of the class of directors elected at this 2019 Annual Meeting, or the terms of classes elected in 2018 and 2017. If adopted, the Declassification Amendment would mean that the successors of the directors whose terms expire at the 2020 Annual Meeting will be elected for terms expiring at the 2021 Annual Meeting. At the 2021 Annual Meeting, the successors of directors whose terms expire at that meeting will be elected for terms expiring at the 2022 Annual Meeting. At the 2022 Annual Meeting, and each subsequent annual meeting, the successors of each director whose terms expire at that meeting will be elected for terms expiring at the next annual meeting. The Declassification Amendment would not change the present number of directors or the Board’s authority to change that number and to fill any vacancies or newly created directorships. The Declassification Amendment would also provide that, upon the annual election of the entire Board at the 2022 Annual Meeting of Shareholders, a director appointed to a vacancy or new directorship would serve for a term expiring at the next Annual Meeting of Shareholders following his or her appointment. Approval of this proposal requires the affirmative vote of 80% of our outstanding shares of common stock. Abstentions and broker non-votes have the effect of a vote against this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to declassify our Board. Guidelines and Timing of Equity To more closely align the Company’s non-management directors’ financial interests with those of the shareholders, in June 2012, the Compensation Committee and Board adopted stock ownership guidelines for our non-management directors. Under these guidelines, each non-management director is required to own shares of common stock (which includes shares held under the Hecla Mining Company Stock Plan for Nonemployee In the event a non-management director’s cash retainer increases, he or she will have three years from the date of the increase to acquire any additional shares needed to meet these guidelines. Similarly, we believe that it is important to encourage our executive officers to hold a material amount of our common stock and to link their long-term economic interest directly to that of our shareholders. To achieve this goal, in June 2012, the Because of fluctuations in the Company’s stock price, in February 2016, the The following tables summarize the non-management Non-Management Director Stock Ownership as of December 31, NEO Stock Ownership as of December 31, Additional information regarding shares held by the non-management directors and our NEOs is included in theSecurity Ownership of Certain Beneficial Owners and Managementtable Security Ownership of Certain Beneficial Owners and Management The following table shows the number and percentage of the shares of common stock beneficially owned by each current director and each executive officer of Hecla, and by all current directors and executive officers as a group, as of March To our knowledge, as of March SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in their ownership of our stock. These persons are required by the SEC to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of copies of such forms, or written representations from certain reporting persons that no such forms were required, we believe that during the calendar year ended December 31, GENERAL INFORMATION ABOUT THE MEETING Record Date, Shares Outstanding and Quorum If you were a holder of Hecla common stock either as a “ 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. 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 NYSE rules, if our 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) Proposal 1 – Election of 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 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 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 Proposal 3 – Approval, on an Advisory You may vote “FOR,” Proposal 4 – Proposal You may vote “FOR,” Proposal You may vote “FOR,” Proposal 7 – Approval of Amendments to our Certificate of Incorporation and Bylaws to Declassify our Board of Directors and Provide for the Annual Election of Directors. Approval of this proposal requires the affirmative vote by the holders of not less than 80% of our outstanding shares of common stock. Abstentions and broker non-votes have the effect of a vote against this proposal. You may vote “FOR,” “AGAINST,” OR “ABSTAIN” on the proposal to declassify our Board. Discretionary voting by proxies on other 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, 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 Directors;” (ii) ratification of the appointment of the independent registered public accountants; (iii) the advisory vote on executive compensation; (iv) If your shares are held in your name, you have the right to vote in person at the Annual Meeting. 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 these shares in person at the 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 Annual Meeting. Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote To vote by mail: Mark, sign and date your proxy card; and Return your proxy card in the enclosed postage-paid envelope. To vote by proxy over the Internet: To vote by proxy by telephone: To vote in person if you are a registered shareholder of record: To vote in person if you hold your shares in “street name” (through a broker, financial institution or other nominee): To vote your 401(k) Plan shares: If you participate in the Hecla Mining Company Capital Accumulation Plan and hold shares of our common stock in your plan account as of the Record Date, you will receive a request for voting instructions from the plan trustee (“Vanguard”) with respect to your plan shares. You are entitled to direct Vanguard how to vote your plan shares. If you do not provide voting instructions to Vanguard by 11:59 p.m., Eastern Daylight Time, on May The deadline for voting by telephone or electronically is 11:59 p.m., Eastern Daylight Time, on May 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: Hecla Mining Company 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 Hecla Mining Company Capital Accumulation 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 plan shares. If you hold your Hecla shares outside of the plan, you may vote those shares separately. Rules for Attending the Annual Meeting Only a record or beneficial owner of Hecla’s common stock as of the Record Date, the close of business on March All attendees must register at the registration desk and present appropriate documentation at the registration desk prior to being admitted to the meeting, which includes: For the safety of attendees, all boxes, handbags and briefcases are subject to inspection upon registration. Cameras (including cell phones with photographic capabilities), audio/video recording devices and other electronic devices are not permitted at the meeting. 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 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 Our Annual Report to Shareholders, consisting of our Form 10-K for the year ended December 31, Hecla Mining Company You can also access our SEC filings, including our Annual Reports on Form 10-K, and all amendments thereto, on the SEC website at https://www.sec.gov/edgar.shtml or on our website at http://www.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 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. You may choose to receive either a full set of printed materials – which will include an Annual Report, Proxy Statement, and proxy card (“ your proxy card or by visiting our website at http://www.hecla-mining.com under “Investors,” selecting “Annual Reports,” 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 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 http://www.hecla-mining.com under “Investors” and selecting “Subscribe for A list of shareholders eligible to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May PROVISIONS OF OUR BYLAWS WITH RESPECT TO SHAREHOLDER PROPOSALS AND NOMINATIONS FOR ELECTION AS DIRECTORS You may submit proposals for consideration at future annual shareholder meetings, including director nominations, as follows: Shareholder proposals at the Our Bylaws establish procedures governing the eligibility of nominees for election to our Board, and the proposal of business to be considered by our shareholders at an Annual Meeting of Shareholders. For nominations or other business to be properly brought before an Annual Meeting of Shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to our Corporate Secretary. To be timely, a shareholder’s notice shall be delivered to our Corporate Secretary at our principal executive offices located at 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting of Shareholders;provided,however, that in the event the date of the Annual Meeting of Shareholders is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 120thday prior to such Annual Meeting of Shareholders and not later than the close of business on the later of the 90thday prior to such Annual Meeting of Shareholders or the 10thday following the day on which public announcement of the date of such meeting is first made. Adjournment of a meeting shall not commence a new time period for giving shareholder’s notice as described above. Such shareholder’s notice shall set forth: (a) As to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and Rule 14a-11 thereunder, including such person’s written consent to being named in our Proxy Statement as a nominee and to serve as a director if elected; (i) the name and address of such shareholder, as they appear on the Company’s books, and of such beneficial owner; and The applicable time period for timely shareholder submissions pursuant to the above provisions for the The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in the Bylaws and, if any proposed nomination or business is not in compliance with the Bylaws, to declare that such defective proposal shall be disregarded. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority. Shareholder proposals to be included in next year’s Proxy Statement In addition to the foregoing section, we will comply with Rule 14a-8 under the Exchange Act with respect to any shareholder proposals that meet that rule’s requirements. We will review shareholder proposals intended to be included in our Proxy Statement for the You may contact the Corporate Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates. As of the date of this Proxy Statement, the Board is not aware of any matters that will be presented for action at the Annual Meeting other than those described above. However, should other business properly be brought before the Annual Meeting, the proxies will be voted thereon at the discretion of the persons acting thereunder. April HECLA MINING COMPANY 2010 STOCK INCENTIVE PLAN (Amended and restated as of Section 1. Purpose; Definitions The purpose of the Plan is to For purposes of (a) “Affiliate”means a corporation or other entity that is: (i) a member of a controlled group of corporations or entities as determined in accordance with Section 1563(a)(l), (2) and (3) of the Internal Revenue Code with respect to which the Corporation is a member, and (ii) designated by the Committee from time to time (b) “Award”means a (c) “Award Cycle”means a fiscal year or a period of consecutive fiscal years or portions thereof designated by the Committee over which Performance Units are to (d) “Board”means the (e) “Cause”means: (i) conviction of the participant for committing a felony under federal law or the law of the state in which such action occurred; (ii) dishonesty in the (f) “Change-in-Control”has the meaning set forth in Section 11. (g) “Code”means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. (h) “Commission”means the Securities and Exchange Commission or any successor agency. (i) “Committee”means the Compensation Committee of the Board of Directors (j) “Common Stock”means common stock, par value $0.25 per share, (k) “Corporation”means Hecla Mining Company, a (l) “Disability”means permanent and (m) “Early Retirement”means retirement from active employment with the Corporation, a subsidiary or (n) “Exchange Act”means the (o) “Fair Market Value”means, as of any given date, the reported inThe Wall Street Journalor such other source as the Committee deems reliable; (b) if there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee reasonably and in good faith. (p) “Incentive Stock Option”means any Stock Option designated as, and qualified as, an “Incentive Stock Option” within the meaning of Section 422 of the Code. (q) “Non-Employee Director”means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(i), as promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission. (r) “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option. (s) “Normal Retirement”means retirement from active employment by the employee with the Corporation, a subsidiary or Affiliate on or after the date on which the employee attains age 65. (t) “Other Stock-based Award” means an award made pursuant to Section 10. (u) “Performance Goals”mean any performance goals established by the Committee prior to the grant of Restricted Stock or Performance Units, which may include, but shall not be limited to, the attainment of specified levels of earnings per share from continuing operations, operating income, revenues, return on operating assets, return on equity, stockholder return (measured in terms of stock price appreciation) and/or total stockholder return (measured in terms of stock price appreciation and/or dividend growth), reserve growth, achievement of cost control, production targets at specific mines or company-wide, or such subsidiary, division or department of the Corporation for or within which the participant is primarily employed or the stock price of the Corporation. Such Performance Goals also may be based upon attaining specified levels of Corporation performance under one or more of the measures established by the Committee, which may include those described above relative to the performance of other corporations. (v) “Performance Units”means an award made pursuant to Section 8. (w) “Plan”means the Hecla Mining Company 2010 Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time. (x) “Restricted Stock”means an award granted under Section 7. (y) “Restricted Stock Unit” means a bookkeeping entry representing the equivalent shares of Common Stock awarded pursuant to Section 9. A Restricted Stock Unit represents an unfunded and unsecured obligation of the Corporation. (z) “Retirement”means Normal or Early Retirement. (aa) “Rule 16b-3”means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time. (bb) “Stock Appreciation Right” means a right granted under Section 6. (cc) “Stock Option” means an option granted under Section 5. (dd) “Termination of Employment”means the termination of the employment of a participant with the Corporation and any subsidiary or Affiliate. A participant employed by a subsidiary or an Affiliate shall also be deemed to incur a Termination of Employment if the subsidiary or Affiliate ceases to be such a subsidiary or an Affiliate, as the case may be, and the participant does not immediately thereafter become an employee of the Corporation or another subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Corporation and its subsidiaries and Affiliates shall not be considered Terminations of Employment. In addition, certain other terms used herein have definitions given to them in the first place in which they are used. Section 2. Administration The Plan shall be administered by the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate (the “Committee”), which shall be composed of not less than two Non-Employee Directors, and shall be appointed by and serve at the pleasure of, the Board. The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to officers and employees of the Corporation and its subsidiaries and Affiliates and certain independent consultants. The Committee shall also have the authority and responsibility to make recommendations to the independent members of the Board with respect to any Awards granted under the terms of the Plan. Among other things, the Committee shall have the authority, subject to the terms of the Plan: (a) to select the employees, and certain independent consultants to whom Awards may from time to time be granted; (b) determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Units, Restricted Stock Units or any combination thereof are to be granted hereunder; (c) determine the number of shares of Common Stock to be covered by each Award granted hereunder; (d) determine the terms and conditions of any Award granted hereunder (including, but not limited to, the option price (subject to Section 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the participant, the Corporation or any subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine;provided, however,that the Committee shall have no authority to reprice existing Stock Options under the Plan without shareholder approval; (e) modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to Performance Goals; (f) determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall be deferred; and (g) determine under what circumstances an Award may be settled in cash or Common Stock. The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan. The Committee may act only by a majority of its members then in office, except that the members thereof may authorize any one or more of their number or any officer of the Corporation to execute and deliver documents on behalf of the Committee. Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all interested parties, including the Corporation and Plan participants. Section 3. Common Stock Subject to Plan The total number of shares of Common Stock reserved and available for grant under the Plan, from and after May 23, 2019, shall be 20,000,000. Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares. The number of shares of Common Stock available for the In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Corporation, the Committee or Board shall make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, in the number, kind and option price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it shall determine to be appropriate in its sole discretion; provided however, that the number of shares subject to any Award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Corporation upon the exercise of any Stock Appreciation Right associated with any Stock Option. Section 4. Eligibility Except as otherwise required under Section 422 of the Code, officers, employees, and certain independent consultants for the Corporation, its subsidiaries and Affiliates who are responsible for or contribute to the management, growth, profitability or operation of the business of the Corporation, its subsidiaries and Affiliates are eligible to be granted Awards under the Plan. Section 5. Stock Options Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options and Nonqualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. The Committee shall have the authority to grant any optionee Incentive Stock Options, Nonqualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights);provided however,that grants hereunder are subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section 3. Incentive Stock Options may be granted only to employees of the Corporation and its subsidiaries (within the meaning of Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option, it shall constitute a Nonqualified Stock Option. Stock Options shall be evidenced by option agreements with participants, the terms and provisions of which may differ with respect to each participant. An option agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Nonqualified Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a participant in any grant of a Stock Option, determines the number of shares of Common Stock to be subject to such Stock Option to be granted to such individual and specifies the terms and provisions of the Stock Option. The Corporation shall promptly notify a participant of any grant of a Stock Option, and a written option agreement or agreements shall be duly executed and delivered by the Corporation to the participant. Such agreement or agreements shall become effective upon execution by the Corporation and the participant. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under such Section 422. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable: (a) Option Price.The option price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee and set forth in the option agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the date of grant;provided, however,that if a participant owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of its parent or any subsidiary, the option price per share of an Incentive Stock Option granted to such participant shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock per share on the date of the grant of the option. (b) Option Term.The term of each (c) Exercisability.Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option. (d) Method of Exercise.Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Corporation specifying the number of shares of Common Stock subject to the Stock Option to be purchased. Such notice shall be accompanied by payment in full of the purchase price by certified or bank check, wire transfer or such other method of payment or negotiable instrument as the Corporation may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock already owned by the optionee of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised);provided however,that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned shares of Common Stock of the same class as the Common Stock subject to the Stock Option may be authorized only at the time the Stock Option is granted and must have been owned by the optionee for more than six (6) months on the date of surrender. If payment of the option exercise price of a Nonqualified Stock Option is made, in whole or in part, in the form of unrestricted Common Stock, the number of shares of Common Stock to be received upon such exercise equal to the number of shares of unrestricted Common Stock used for payment of the option exercise price shall be subject to the same restrictions or other limitations to which such unrestricted Common Stock was subject, unless otherwise determined by the Committee. In the discretion of the Committee, payment for any shares subject to a Stock Option may also be made by delivering a properly executed exercise notice to the Corporation, together with a copy of irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Corporation may enter into agreements for coordinated procedures with one or more brokerage firms. In addition, in the discretion of the Committee, payment for any shares subject to a Stock Option may also be made by instructing the Committee to withhold a number of such shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price of such Stock Option. No shares of Common Stock shall be issued until full payment therefore has been made. An optionee shall have all of the rights of a stockholder of the Corporation holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the optionee has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section 14(a). (e) Nontransferability of Stock Options.No Stock Option shall be transferable by the optionee other than: (i) by will or by the laws of descent and distribution consistent with Section 422(b)(5) of the Code; or (ii) in the case of a Nonqualified Stock Option, pursuant to: (a) a domestic relations order or (b) a gift to such optionee’s children, whether directly or indirectly or by means of a trust or partnership or otherwise, if expressly permitted under the applicable option agreement. If an Incentive Stock Option is transferred pursuant to a domestic relations order, the Stock Option does not qualify as an Incentive Stock Option as of the (f) Termination by Death.Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as the Committee may specify in the option agreement) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. (g) Termination by Reason of Disability.Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for a (h) Termination by Reason of Retirement.Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee may determine, for a period of five years (or such shorter period as the Committee may specify in the option agreement) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter;provided however,that if the optionee dies within such period any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination of employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option. (i) Other Termination.Unless otherwise determined by the Committee: (i) if an optionee incurs a Termination of Employment for Cause, all Stock Options held by such optionee shall thereupon terminate; and (ii) if an optionee incurs a Termination of Employment for any reason other than death, Disability or Retirement or for Cause, any Stock Option held by such optionee, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of three months from the date of such Termination of Employment or the balance of such Stock Option’s term;provided however,that if the optionee dies within such three-month period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three-month period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of the Stock Option, whichever period is shorter. (j) Termination at or after a Change-in-Control.Notwithstanding the foregoing, if an optionee incurs a Termination of Employment at or after a Change-in-Control (as defined Section 11(b)), other than by reason of death, Disability or Retirement, any Stock Option held by such optionee shall be exercisable for the lesser of: (i) six months and one day from the date of such Termination of Employment, and (ii) the balance of such Stock Option’s term. In the event of Termination of Employment, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option. (k) Cashing Out of Stock Option.On receipt of written notice of exercise, the Committee may elect to cash out all or part of the portion of the shares of Common Stock for which a Stock Option is being exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock over the option price multiplied by the number of shares of Common Stock for which the Option is being exercised on the effective date of such cash-out. Cash-outs pursuant to this Section 5(k) relating to Options held by optionees who are actually or potentially subject to Section 16(b) of the Exchange Act shall comply with the “window period” provisions of Rule 16b-3, to the extent applicable, and, in the case of cash-outs of Nonqualified Stock Options held by such optionees, the Committee shall use Fair Market Value. (l) $100,000 Per Year First Exercisable Limitation. Stock Options are not treated as Incentive Stock Options, but are instead treated as Nonqualified Stock Options, to the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any optionee during any calendar year (under all plans of the Corporation and its parent and subsidiary corporations) exceeds $100,000. Section 6. Stock Appreciation Rights (a) Grant and Exercise.Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan. In the case of a Nonqualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option. A Stock Appreciation Right may be exercised by an optionee in accordance with Section 6(b) by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in Section 6(b). Stock Options which have been so (b) Terms and Conditions.Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee, including the following: (i) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate are exercisable in accordance with the provisions of Section 5 and this Section 6; provided however, that a Stock Appreciation Right shall not be exercisable during the first six months of its term by an optionee who is actually or potentially subject to Section 16(b) of the Exchange Act, except that this limitation shall not apply in the event of death or Disability of the optionee prior to the (ii) Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an amount in cash, shares of Common Stock or both equal in value to the excess of the Fair Market Value of one share of Common Stock over the option price per share specified in the related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment. In the case of Stock Appreciation Rights relating to Stock Options held by optionees who are actually or potentially subject to Section 16(b) of the Exchange Act, the Committee: (1) may require that such Stock Appreciation Rights be exercised for cash only in accordance with the applicable “window period” provisions of Rule 16b-3; and (2) in the case of Stock (iii) Stock Appreciation Rights shall be transferable only to permitted transferees of the underlying Stock Option in accordance with Section 5(e). (iv) Upon the exercise of a Section 7. Restricted Stock (a) Administration.Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees or independent consultants to whom and the time or times at which grants of Restricted Stock will be awarded, the number of shares to be awarded to any participant (subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section 3), the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 7(c). The Committee may, prior to grant, condition vesting of Restricted Stock upon the attainment of Performance Goals. The Committee may, in addition to requiring satisfaction of Performance Goals, condition vesting upon the continued service of the participant. The provisions of Restricted Stock Awards (including the applicable Performance Goals) need not be the same with respect to each recipient. (b) Awards and Certificates.Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered in the name of such participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Hecla Mining Company 2010 Stock Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408.” The Committee may require that the certificates evidencing such shares be held in custody by the Corporation until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award. (c) Terms and Conditions.Shares of Restricted Stock shall be subject to the following terms and conditions: (i) Subject to the provisions of the Plan and the restricted stock agreement referred to in Section 7(c)(vi), during the period, if any, set by the Committee, commencing with the date of such Award for which such participant’s continued service is required (the “Restriction Period”), and until the later of: (A) the expiration of the Restriction Period, and (B) the date the applicable Performance Goals (if any) are satisfied, the participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock. Within these limits, the Committee may provide for the lapse of restrictions based upon period of service in installments or otherwise and may accelerate or waive, in whole or in part, restrictions based upon period of service or upon performance. (ii) Except as provided in the applicable award agreement, the participant shall have the right to vote the shares of Restricted Stock prior to vesting. Regular cash dividends on unvested shares of Restricted Stock shall be automatically deferred and reinvested in additional shares of Restricted Stock, held subject to the same vesting conditions as applicable to the underlying Restricted Stock, except as may otherwise be provided in an award agreement, and provided that in no event may regular cash dividends be paid to a participant on unvested shares of Restricted Stock prior to vesting of the Award. (iii) Except to the extent otherwise provided in the applicable restricted stock agreement and Sections 7(c)(i), 7(c)(iv) and 10(a), upon a participant’s Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisfied, all shares still subject to restriction shall be forfeited by the participant. (iv) Except to the extent otherwise provided in Section 11(a), in the event that a participant incurs a Retirement or the Corporation initiates such participant’s Termination of Employment (other than for Cause), the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such participant’s shares of Restricted Stock. (v) If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such shares shall be delivered to the participant upon surrender of the legended certificates. (vi) Each Award shall be confirmed by, and be subject to the terms of, a restricted stock agreement. Section 8. Performance Units (a) Administration.Performance Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees, or independent consultants to whom and the time or times at which Performance Units shall be awarded, the number of Performance Units to be awarded to any participant (subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section The Committee may condition the settlement of Performance Units upon the continued service of the participant, the attainment of Performance Goals, or both. The provisions of such Awards (including the applicable Performance Goals) need not be the same with respect to each recipient. (b) Terms and Conditions.Performance Units Awards shall be subject to (i) Subject to the (ii) Except to the extent otherwise provided in the applicable performance unit agreement and Sections 8(b)(iii) and 10(a), upon a participant’s Termination of Employment for any reason during the Award Cycle or before any applicable Performance Goals are satisfied, the rights to the shares still covered by the Performance Units Award shall be forfeited by the participant. (iii) Except to the extent otherwise provided in Section 11(a), in the event that a participant incurs a Retirement, or the Corporation initiates such participant’s Termination of Employment (other than for Cause), the Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations with respect to any or all of such participant’s Performance Units. (iv) A participant may elect to further defer receipt of the Performance Units payable under an Award (or an installment of an Award) for a specified period or until a specified event, subject in each case to the Committee’s approval and to such terms as are determined by the Committee (the “Elective Deferral Period”) and, if applicable, compliance with Code Section 409A and the regulations issued under Code Section 409A. Subject to any exceptions adopted by the Committee, such election must generally be made prior to commencement of the Award Cycle for the Award (or for such installment of an Award). (v) If and when any applicable Performance Goals are satisfied and the Elective Deferral Period expires without a prior forfeiture of the Performance Units, payment in accordance with Section 8(b)(i) hereof shall be made to the participant. (vi) Each Award shall be confirmed by, and be subject to the terms of, a performance unit agreement. Section 9. Restricted Stock Units (a) Administration.Restricted Stock Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees, or independent consultants to whom and the time or times at which Restricted Stock Units shall be awarded, the number of Restricted Stock Units to be awarded to a participant (subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section 3), and any other terms and conditions of the Restricted Stock Units, in addition to those contained in Section 9(b). (b) Terms and Conditions.Restricted Stock Units shall be subject to the following terms and conditions: (i) Each Restricted Stock Unit awarded to a participant under this Plan may also be subject to such other provision as the Committee determines appropriate, including without limitation, provisions for the forfeiture of and restrictions on the sale, resale or other disposition of shares acquired under any Restricted Stock Unit, provisions giving the Corporation the right to repurchase shares acquired under any Restricted Stock Unit, and provisions to comply with federal and state securities laws, underwritings or conditions as to the participant’s employment, and Code Section 409A. (ii) No Restricted Stock Unit shall be made more than ten years after the date of the adoption of the Plan; provided, however, that the terms and conditions applicable to any Restricted Stock Unit made within such period may thereafter be amended or modified by mutual agreement between the Corporation and the participant or such other persons as may then have an interest therein. (iii) A Restricted Stock Unit may also be granted or awarded under this Plan and considered to be authorized and unissued shares or treasury shares as provided in Section 3 of this Plan, and allocated to a participant’s account under the Hecla Mining Company Key Employee Deferred Compensation Plan. Such Restricted Stock Units shall be accounted for under this Plan and shall reduce the number of shares of Common Stock reserved and available for grant or an Award under this Plan so that shares of Common Stock granted or awarded under this Plan can be used by the Corporation to satisfy the obligations of the Corporation under the Hecla Mining Company Key Employee Deferred Compensation Plan. (iv) Restricted Stock Units may be settled in cash or Common Stock, as determined by the Committee. Restricted Stock Units shall be settled (i) no later than March 15th of the year following the year in which the Restricted Stock Unit is no longer subject to a substantial risk of forfeiture or (ii) pursuant to (v) A holder of Restricted Stock Units shall not have voting, dividend, or dividend equivalent rights or any other rights of a shareholder. Section 10. Other Stock-based Awards (a) Administration. Other Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based Awards may be granted in lieu of other cash or other compensation to which a participant is entitled from the Company or may be used in the settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of the Company. Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the persons to whom and the (b) Non-Transferability. Any Common Stock subject to Awards made under this Section Section 11. Change-in-Control Provisions (a) Impact of Event.For any Awards outstanding as of a Change-in-Control, either of the following provisions shall apply, depending on whether, and the extent to which, Awards are assumed, converted, or replaced by the resulting entity in the Change-in-Control, unless otherwise provided by the applicable Award agreement: (i) To the extent such Awards are not assumed, converted, or replaced by the resulting entity in the Change-in-Control, then upon the Change-in-Control such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards (other than for Performance Units and other Awards for which vesting is contingent on the achievement of performance goals), shall lapse and become vested and nonforfeitable, and for any outstanding Performance Units and other Awards for which vesting is contingent on the achievement of performance goals, the target payout opportunities attainable under such Awards shall be (ii) To the extent such Awards are assumed, converted, or replaced by the resulting entity in the Change-in-Control, if, within 24 months after the Change-in-Control, the participant has a Termination of Employment initiated by the Corporation other than for Cause (which may include a Termination of Employment initiated by the participant for “good reason” if provided in the applicable Award agreement), then such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards (other than for Performance Units and other Awards for which vesting is contingent on the achievement of performance goals) shall lapse and become vested and nonforfeitable, and for any outstanding Performance Units and other Awards for which vesting is contingent on the achievement of performance goals, the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Termination of Employment based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of the Corporation’s fiscal quarter end preceding the Change-in-Control. Subject to Section 11(a)(i) above, in the event of a Change-in-Control, the Board may, upon at least 10 days’ advance notice to the (b) Definition of Change-in-Control.For purposes of (i) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the “beneficial owner” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (A) the then outstanding shares of common stock of the Corporation (ii) Individuals who, as of the effective date of the Plan, constitute the Board (such Board shall hereinafter be referred to as the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board;provided however,that any individual who becomes a director subsequent to the effective date of the Plan whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in (iii) Consummation of a reorganization, merger or consolidation (or similar corporate transaction) involving the more of the outstanding shares of common stock and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), unless such acquisition is pursuant to a Business Combination that is an acquisition by the Corporation or a subsidiary of the Corporation of the assets or Stock of another entity that is approved by the Incumbent Directors, following which such person owns not more than 40% of such outstanding shares and voting power, and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; or (iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation. (v) Notwithstanding the foregoing, Section 12. Term, Amendment and Termination The Plan will terminate on May 23, 2030. Under the Plan, Awards outstanding as of such date shall not be affected or The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would (i) impair the rights of an optionee under The Committee may amend the terms of any Stock Option or other Award theretofore granted or made prospectively or retroactively, but no such amendment shall impair the rights of any holder without the holder’s consent except such an amendment made to cause the Plan or Award to qualify for the exemption provided by Rule l6b-3. Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in Section 13. Unfunded Status of Plan It is intended that the Section 14. General Provisions (a) The Committee may require each person purchasing or receiving shares pursuant to (i) listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be the principal market for the Common Stock; (ii) any registration or other qualification of such shares of the Corporation under any state or federal law or regulation, or maintaining in effect any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. (b) Nothing contained in the Plan shall prevent the Corporation or any subsidiary or Affiliate from adopting other or additional compensation arrangements for (c) (d) No later than the date as of which an amount first becomes includible in the gross income of the participant for federal income tax purposes with respect to any Award under the Plan, (e) Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment shall only be permissible if sufficient shares of (f) The Committee shall establish such procedures as (g) In the case of a grant of an Award to any employee of a Corporation subsidiary, the Corporation may, if the Committee so directs, issue or transfer the shares of Common Stock, (i) All awards and any amounts or benefits received or outstanding under the Plan shall be subject to potential clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the terms or conditions of any applicable Corporation clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time, including the requirements of (i) Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; (ii) similar rules under the laws of any other jurisdiction; and (iii) any policies adopted by the Corporation to implement such requirements. By participating in the Plan, the participant shall be deemed to have acknowledged and consented to the Corporation’s application, implementation, and enforcement of any applicable Corporation clawback or similar policy that may apply to the participant, whether adopted prior to or following the participant’s commencement of participation in the Plan, and any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and to have agreed that the Corporation may take such actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action. (j) The terms and conditions of this Section 14(j) apply notwithstanding any other terms or conditions of the Plan to the contrary. The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Code Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. For purposes of Code Section 409A, each installment payment under the Plan shall be treated as a separate payment. To the extent required to avoid accelerated taxation or tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under the Plan during the six-month period immediately after a participant’s Termination of Employment shall instead be paid on the first payroll date after the six-month anniversary of the participant’s Termination of Employment (or the participant’s death, if earlier). Notwithstanding anything in this Section 14(j), neither the Corporation nor the Board shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Plan participant under Code Section 409A and neither the Corporation nor the Board shall have any liability to any participant for such tax or penalty. To the extent required to avoid accelerated taxation or tax penalties under Code Section 409A, an event shall not constitute a Change-in-Control for purposes of the payment (but not vesting) terms or conditions of any Award unless such event also constitutes a change in ownership or effective control of the Corporation or a change in the ownership of a substantial portion of the Corporation’s assets within the meaning of Code Section 409A. To the extent required to avoid accelerated taxation or tax penalties under Code Section 409A, “Termination of Employment” shall mean a “separation from service” as defined under Code Section 409A and “Disability” shall mean a “disability” as defined under Code Section 409A. (k) Notwithstanding any other provision of the Plan to the contrary, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted, excluding, for this purpose, any (i) Awards granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company or any Affiliate, and (ii) shares delivered in lieu of fully vested cash incentive compensation under any applicable plan or program of the Company; provided, that, the Board may grant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Subsection 3 (subject to adjustment under Subsection 3); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change-in-Control, in the terms of the Award or otherwise. (l) Notwithstanding anything to the contrary contained in the Plan, the repricing of Stock Options or Stock Appreciation Rights is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of a Stock Option or Stock Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling a Stock Option or Stock Appreciation Right at a time when its exercise price is greater than the Fair Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 3 above. A cancellation and exchange under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the participant. Section 15. Effective Date of Plan The Plan, as amended and restated as of May 23, 2019, shall be effective as of such date, which is the date it is approved by at least a majority of the shares of Common Stock of the Corporation present, in person, or by proxy. Certificate of Incorporation ARTICLE V Bylaws In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation by a majority vote of the entire Board at any regular or special meeting of the Board; provided, however that, notwithstanding anything contained in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to (i) alter, amend or repeal any provision of the Bylaws which is substantially identical to and/or implements the last sentence inSection 4 of Article IV, or Articles VI, VII (subject to the proviso at the end of this sentence) or VIII, of this Certificate ofIncorporation, or (ii) alter, amend or repeal any provision of this proviso to Article V;further provided that, notwithstanding anything contained in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 66.67% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to (i) alter, amend or repeal any provision of the Bylaws which is substantially identical to and/or implements the last sentence of Article VII of this Certificate of Incorporation, or (ii) alter, amend or repeal this further proviso to Article ARTICLE VII. Actions by Shareholders Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders. Special meetings of shareholders of the Corporation may be called only by the Board pursuant to a resolution approved by a majority of the entire Board.Except as set forth in the final sentence of this Article VII, and Bylaws ARTICLE VI. Amendments These Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of shareholders or at any special meeting thereof if notice of the proposed alteration or repeal of Bylaws to be made be contained in the notice of such meeting, by the affirmative vote of the holders of a majority of the total voting power of all outstanding shares of the voting stock of the Corporation. These bylaws may also be altered or repealed and Bylaws may be made by the affirmative vote of a majority of the Board of Directors, at any annual or regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice of the proposed alteration or repeal, or Bylaw or Bylaws to be made, be contained in the notice of such special meeting. Notwithstanding anything contained in these Bylaws to the contrary,(i) the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Section 4, (subject to clause (ii) below) or Section 6 of Article II, Section 1, Section 2 or Section 3 of Article III, of these Bylaws,and (ii) notwithstanding the foregoing, the affirmative vote of the holders of at least 66.67% of the voting power of all of the shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal the first sentence of Section 4 of Article II of these Certificate of Incorporation ARTICLE VII. Actions by Shareholders Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders. Special meetings of shareholders of the Corporation may be called only by the Board pursuant to a resolution approved by a majority of the entire Board,except as otherwise permitted by the Bylaws of the Corporation. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article VII. Bylaws ARTICLE II. Meetings of Shareholders Section 1.Annual Meetings. Annual meetings of shareholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of shareholders shall be held at the principal executive office of the Corporation at 10:00 a.m. on the first Wednesday in May. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. The annual meeting may be adjourned by the chairman of the meeting from time to time and place to place. At any adjourned annual meeting the Corporation may transact any business which might have been transacted at the original annual meeting. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled annual meeting of shareholders upon public notice or disclosure given prior to the date previously scheduled for such meeting of shareholders. Section 2.Voting. Each shareholder who is entitled to vote pursuant to the terms of the Certificate of Incorporation and these Bylaws, or who is entitled to vote pursuant to the laws of the State of Delaware, shall be entitled to vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors and all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation, these Bylaws or the laws of the State of Delaware. A complete list of the shareholders entitled to vote at any meeting of shareholders at which directors are to be elected, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. The Section 3.Quorum. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of shareholders holding a majority of the voting power of the outstanding stock of the Corporation shall constitute a quorum at all meetings of the shareholders. In case a quorum shall not be present at any meeting, a majority in interest of the shareholders entitled to vote thereat, present in person or by proxy or the chairman of the meeting, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present; provided, however, that if such adjournment is for more than thirty days, or if after such adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at such adjourned meeting. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those shareholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof unless the Board of Directors shall have fixed a new record date for such adjournment or adjournments pursuant to Section 4 of Article V of these Bylaws. Section 4.Special Meetings. Special meetings of shareholders may be called only by(i) the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors,or (ii) solely to the extent required by Section 4(B), the Secretary of the Corporation. Special meetings of shareholders may be held at such place, either within or without the State of Delaware, and at such time and date as shall be stated in the notice of the meeting. The special meeting may be adjourned by the chairman of the special meeting from time to (1) Special meetings of the shareholders (each a “Shareholder Requested Special Meeting”) shall be called by the Secretary upon the written request of a shareholder (or a group of shareholders formed for the purpose of making such request) who or which has held at least 25% Net Long Beneficial Ownership (as defined below) of the outstanding common stock of the Corporation continuously for at least 120 days as of the date of submission of the request (the “Requisite Percent”). Compliance by the requesting shareholder or group of shareholders with the requirements of this section and related provisions of these Bylaws shall be determined in good faith by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the shareholders. “Net Long Beneficial Ownership” (and its correlative terms), when used to describe the nature of a shareholder’s ownership of common stock of the Corporation, shall mean those shares of common stock of the Corporation as to which the shareholder in question possesses (x) the sole power to vote or direct the voting, (y) the sole economic incidents of ownership (including the sole right to profits and the sole risk of loss), and (z) the sole power to dispose of or direct the disposition. The number of shares calculated in accordance with clauses (x), (y) and (z) shall not include any shares (1) sold by such shareholder in any transaction that has not been settled or closed, (2) borrowed by such shareholder for any purposes or purchased by such shareholder pursuant to an agreement to resell or (3) subject to any option, warrant, derivative or other agreement or understanding, whether any such arrangement is to be settled with shares of common stock of the Corporation or with cash based on the notional amount of shares subject thereto, in any such case which has, or is intended to have, the purpose or effect of (A) reducing in any manner, to any extent or at any time in the future, such shareholder’s rights to vote or direct the voting and full rights to dispose or direct the disposition of any of such shares or (B) offsetting to any degree gain or loss arising from the sole economic ownership of such shares by such shareholder. (2) A request for a Shareholder Requested Special Such request shall (A) set forth a statement of the specific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting, (B) bear the date of signature of each shareholder (or duly authorized agent) signing the request, (C) include (w) the name and address, as they appear in the Corporation’s stock ledger, of each shareholder signing such request (or on whose behalf the Shareholder Special Meeting Request is signed), (x) the class, if applicable, and the number of shares of common stock of the Corporation that are owned of record and beneficially by each such shareholders, (y) documentary evidence of such shareholder’s record and beneficial ownership of such stock and (z) a certification from each such shareholder that the shareholders signing the request in the aggregate satisfy the Net Long Beneficial Ownership requirement of these Bylaws, (D) set forth all information relating to each such shareholder (and if the matter proposed to be acted on at such special meeting involves the election of directors, each person whom the shareholder proposes to nominate for election) that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) describe any material interest of each such shareholder in the specific purpose or purposes of the meeting, and (F) include an acknowledgement by each shareholder and any duly authorized agent that any disposition of shares of common stock of the Corporation as to which such shareholder has Net Long Beneficial Ownership as of the date of delivery of the special meeting request and prior to the record date for the proposed meeting requested by such shareholder shall constitute a revocation of such request with respect to such shares. In addition, the shareholder and any duly authorized agent shall promptly provide any other information reasonably requested by the Corporation to allow it to satisfy its obligations under applicable law. Any requesting shareholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary at the principal executive offices of the Corporation. If, following such revocation at any time before the date of the Shareholder Requested Special Meeting, the remaining requests are from shareholders holding in the aggregate less than the Requisite Percent, the Board of Directors, in its discretion, may cancel the Shareholder Requested Special Meeting. (3) Notwithstanding the foregoing, the Secretary shall not be required to call a special meeting of shareholders if (A) the request for such special meeting does not comply with this Section 4(B), (B) the Board of Directors has called or calls an annual or special meeting of shareholders to be held not later than ninety (90) days after the date on which a valid request has been delivered to the Secretary (the “Delivery Date”), (C) the request is received by the Secretary during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (D) the request contains an identical or substantially similar item (a “Similar Item”) to an item that was presented at any meeting of shareholders held within one hundred and twenty (120) days prior to the Delivery Date (and, for purposes of this clause (D) the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (E) the request relates to an item of business that is not a proper subject for action by the shareholders of the Corporation under applicable law, or (F) the request was made in a manner that involved or would involve a violation of Regulation 14A under the Exchange Act or other applicable law. (4) Any Shareholder Requested Special Meeting shall be held at such date, time and place within or without the state of Delaware as may be fixed by the Board of Directors; provided, however, that the date of any Shareholder Requested Special Meeting shall be not more than sixty (60) days after the record date for such meeting (the “Meeting Record Date”), which shall be fixed in accordance with Article V, Section 4 of these Bylaws, provided that, in no event shall the Meeting Record Date be more than twenty (20) days after the date on which a valid request for a Shareholder Requested Special (5) Business transacted at any Shareholder Requested Special Meeting shall be limited to the purpose(s) stated in the request; provided, however, that nothing herein shall prohibit the Corporation from submitting additional matters to a vote of the shareholders at any Shareholder Requested Special Meeting. Section 5.Notice of Section 6.Shareholder Section 7.Chairman of a Section 8. a Shareholder Requested Special Meeting, complies with the requirements set forth in section 4(B) of Article II of these Bylaws. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors, any such shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if(i) in the case of a special meeting of shareholders called pursuant to clause (i) of the first sentence of Section Certificate of Incorporation ARTICLE VI Board of Directors Section 1.Number, Election and Terms. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which, subject to any right of the holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances shall consist of not less than five nor more than nine persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the entire Board.Subject to the rights of the holders of any series of Preferred Stock then outstanding, at the 2020 Annual Meeting of Shareholders, the successors of each director whose term expires at that annual meeting shall be elected for a term expiring at the 2021 Annual Meeting, or at such time as the director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. At the 2021 Annual Meeting of Shareholders, the successors of each director whose term expires at that annual meeting shall be elected for a term expiring at the 2022 Annual Meeting of Shareholders, or at such time as the director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. At the 2022 Annual Meeting and each annual meeting thereafter, the successors of each director whose term expires at that annual meeting shall be elected for a term expiring at the next annual meeting, or at such time as the director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. Section 2.Newly Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at thenext Annual Meeting of Shareholders Bylaws ARTICLE III Directors Section 1.Number, Election and Terms. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which, subject to any right of the holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances, shall consist of not less than five nor more than nine persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.Subject to the rights of the holders of any series of Preferred Stock then outstanding, at the 2020 Annual Meeting of Shareholders, the successors of each director whose term expires at that annual meeting shall be elected for a term expiring at the 2021 Annual Meeting, or at such time as the director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. At the 2021 Annual Meeting of Shareholders, the successors of each director whose term expires at that annual meeting shall be elected for a term expiring at the 2022 Annual Meeting of Shareholders, or at such time as the director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. At the 2022 Annual Meeting and each annual meeting thereafter, the successors of each director whose term expires at that annual meeting shall be elected for a term expiring at the next annual meeting, or at such time as the director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. Section 2.Newly Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at thenextAnnual Meeting of Shareholders Reconciliation of Non-GAAP Measures to GAAP Reconciliation of Net (Loss) Income (GAAP) to Earnings Before Interest, Taxes, Depreciation, and Amortization (non-GAAP) The non-GAAP measure of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is calculated as net (loss) income The non-GAAP measure of The following table reconciles net Reconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) to Cash Cost, Before By-product Credits Per Silver Ounce and Cash Cost Per Silver Ounce, After By-product Credits (non-GAAP) and All-In Sustaining Cost, Before By-product Credits and All-In Sustaining Cost, After By-product Credits For Total Silver (non-GAAP) The tables below present reconciliations between the GAAP measure of cost of sales and other direct production costs and depreciation, depletion and amortization to the non-GAAP measures of (i) Cash Cost per Cash Cost, After By-product Credits per Silver/Gold Ounce is an important operating statistic that we utilize to measure each mine’s operating performance. Cash Cost, Before By-product Credits and AISC, Before By-product Credits, per unit. Cash Cost, After By-product Credits and AISC, Before By-product Credits, per As depicted in the Cost of sales and other direct production costs and depreciation, depletion and amortization is the most comparable financial measure calculated in accordance with GAAP to Cash Cost, After By-product Credits and AISC, After By-product Credits. The MEETING TO BE HELD AT: Fairmont Pacific Rim Hotel 1038 Canada Place Vancouver, British Columbia, Canada For directions contact (604) 695-5300 HECLA MINING COMPANY VOTE BY INTERNET - www.proxyvote.com ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS VOTE BY PHONE - 1-800-690-6903 VOTE BY MAIL TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND "FOR" PROPOSALS 2, 3, 4, 5, 6 AND 7. ELECTION OF CLASS III DIRECTORS Nominees 1a. Ted Crumley Approval of amendments to and restatement of our Hecla Mining Company 2010 Stock Incentive Plan Approval of amendments to our Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions. Approval of Approval of amendments to our Certificate of Incorporation and Bylaws to declassify our Board of Directors and provide for annual election of directors. In their discretion on all other business that may properly come before the meeting or any adjournment or adjournments thereof. This Proxy will be voted as specified. If no specification is made, this Proxy will be voted FOR the election of the three nominees for Director and FOR the approval of Proposals 2, 3, 4, 5, 6 and 7. This proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Annual Report is/are available atwww.proxyvote.com HECLA MINING COMPANY ANNUAL MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND "FOR" PROPOSALS 2, 3, 4, 5, 6 The undersigned, revoking any previous proxies, hereby appoints PHILLIPS S. BAKER, JR. and MICHAEL B. WHITE, and each of them, proxies of the undersigned, with full power of substitution, to attend the Company's Annual Meeting of Shareholders on May This Proxy will be voted as specified. If no specification is made, this Proxy will be voted FOR the election of the Continued and to be signed on reverse sideHECLA MINING COMPANY(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box)PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):[X]☑ No fee required. [ ]☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ [ ]Fee paid previously with preliminary materials.materials:☐ [ ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Formform or Scheduleschedule and the date of its filing.1) Amount Previously Paid:previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: 
YOUR BOARD OF DIRECTORS
i 
Ted Crumley Phillips S. Baker, Jr. Catherine J. Boggs Chairman Chief Executive Officer, President and Director Director 
3)
George R. Nethercutt, Jr. Stephen F. Ralbovsky Filing Party:Terry V. RogersChairman Director Director 
Charles B. Stanley George R. Johnson 4)Date Filed:Director Director ii
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2019
iii iv v vi 20172019 ANNUAL MEETING OF SHAREHOLDERSNOTICE IS HEREBY GIVEN that the 2017 Annual Meeting of Shareholders (“Annual Meeting”) of Hecla Mining Company (“we,” “our,” “us,” “Hecla,” or the “Company”) will be held at the Fairmont Pacific Rim Hotel, located at 1038 Canada Place, Vancouver, British Columbia, on 
Date and Time 25, 2017,23, 2019, at 10:11:00 a.m., Pacific Daylight Time for the following purposes:1.
Elect two nominees to the Board of Directors, to serve for a three-year term or until their respective successors are elected;2.Ratify the Audit Committee’s appointment of BDO USA, LLP as our independent registered public accounting firm for 2017;3.Approve, on an advisory basis, the compensation of our named executive officers;4.Approve, on an advisory basis, the frequency of our executive compensation approval vote;5.Approve our Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors, including to increase to 3,000,000, the number of shares of common stock available for issuance under such Plan;6.Approve an amendment to our Certificate of Incorporation increasing the number of authorized shares of our common stock from 500,000,000 to 750,000,000;7.Approve amendments to our Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions;8.Approve amendments to our Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances; and9.Transact such other business as may properly come before the meeting.Location
Who Can Vote 27, 201725, 2019, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof (“Record Date”). A list of shareholders eligible to vote at the Annual Meeting will be available for examination by any shareholder for any purpose relevant to the Annual Meeting during ordinary business hours for at least 10 days prior to May 23, 2019, at Hecla’s corporate offices, located at 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho, and at our offices in Vancouver, at Hecla Canada Ltd., located at Suite 970, 800 W. Pender Street, Vancouver, British Columbia, Canada. The list will also be available at the Annual Meeting for examination by any shareholders of record present at the Annual Meeting.1 Elect three nominees to the Board of Directors, to serve for a three-year term or until their respective successors are elected; 2 Ratify the Audit Committee’s appointment of BDO USA, LLP as our independent registered public accounting firm for 2019; 3 Approve, on an advisory basis, the compensation of our named executive officers; 4 Approval of amendments to and restatement of our Hecla Mining Company 2010 Stock Incentive Plan; 5 Approve amendments to our Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions; 6 Approve amendments to our Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances; 7 Approval of amendments to our Certificate of Incorporation and Bylaws to declassify our Board of Directors and provide for annual election of directors; and 8 Transact such other business as may properly come before the meeting. 10, 2017,9, 2019, we began mailing to our shareholders of record as of the Record Date, either a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our 20162018 Annual Report (“Proxy Materials”) online, or a printed copy of these Proxy Materials.
Corporate Secretary
April 10, 20179, 2019
May 25, 2017.23, 2019. This Proxy Statement and our 20162018 Annual Report are available at http://www.hecla-mining.comvii 2017 Proxy StatementiPROXY STATEMENTANNUAL MEETING OF SHAREHOLDERSMAY 25, 2017iiwww.hecla-mining.com2017 Proxy Statementiiiivwww.hecla-mining.comA MESSAGE FROM OURINDEPENDENT CHAIRMANYour Board is committed to fulfilling its duties and to keeping the interests of our shareholders and employees at the center of our priorities.
Ted Crumley,ChairmanDear Fellow Shareholder:It is the responsibility of the Board to maintain sound corporate governance practices and to oversee the Company’s strategic and operational activities in a manner that protects and creates long-term shareholder value. Your Board is committed to fulfilling these duties and to keeping the interests of our shareholders and employees at the center of our priorities.Corporate StrategyHecla’s Board operates under the premise that we are elected by you, the shareholders, to oversee the long-term success of our Company. We are the ultimate decision-making body of the Company, except for those matters reserved to or shared with our shareholders, and we play a critical role in strategic planning. Management is responsible for the day-to-day operations and management of the Company.We oversee and evaluate a very capable management team that is focused on the growth of the Company. Over the years, we have had to weather the financial markets and lower metal prices, but we believe the Company made significant progress during those difficult times, which has allowed us to prosper as the environment for mining companies improved in 2016. In both good times and bad times, Hecla remains committed to the strategic approach to creating shareholder value - consistent, long-lived production that increases and improves over time. This means we need long-life assets to profit from higher metals prices, strong geological understanding to increase reserves, and operating expertise to reduce costs and lower risks.GovernanceThe Board, directly and through its Corporate Governance and Directors Nominating Committee (“Governance Committee”), seeks to maintain corporate governance practices that are aligned with our strategic, financial and operational goals. We do this by conducting processes at least annually to evaluate, optimize and update governance and practice guidelines.Your Board is committed to keeping up with good corporate governance practices. In February 2017, the Board approved an amendment to its 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 Governance Committee, which will then recommend to the Board whether to accept or reject the resignation offer, and the Board will act on the Governance Committee’s recommendation within ninety (90) days following certification of the election results. Any director who tenders his or her resignation pursuant to this provision will not participate in the proceedings of either the Governance Committee or the Board with respect to his or her own resignation offer.Shareholder OutreachOne of our priorities is listening to the views of our shareholders and considering them as we make decisions in the boardroom. We accomplish this through ongoing outreach and engagement with our shareholders. Through management, we engage with shareholders on a variety of topics. Based on this engagement, we have made significant enhancements to the Company’s governance and compensation programs over the last several years.2017 Proxy StatementvBoard Composition and RefreshmentShareholders continue to express a genuine and legitimate interest in finding effective ways to ensure that boards of directors are comprised of the right people, with the right skills and qualifications, to effectively represent their interests. The issue of Board composition and refreshment is a priority of our shareholders, and we agree that refreshing the Board with new perspectives and new ideas is critical to a forward-looking and strategic Board. At the same time, it is also important to benefit from the valuable experience and familiarity that longer-serving directors bring to the boardroom. The Board is also very conscious of the benefits of diversity on the Board. Ensuring diverse perspectives, including a mix of skills, experience and backgrounds, is key to effectively representing the long-term interests of shareholders. Doing so is a top priority of the Board. In just the last year and a half, three new directors have been appointed to our Board. As a result, the average tenure for our directors has been reduced and our Board now includes a woman director.We remain committed to ensuring your Board is composed of a highly capable and diverse group of directors, well-equipped to oversee the success of the business and effectively represent the interests of our shareholders. We will continue to seek qualified candidates that will further enhance our Board’s diversity.Your participation and your votes are important to the future of our Company. We encourage you to vote your shares in accordance with the Board’s recommendations. Details of the items to be voted upon are provided throughout this Proxy Statement.
Ted CrumleyChairmanviwww.hecla-mining.comA MESSAGE FROM OUR PRESIDENTAND CHIEF EXECUTIVE OFFICEROur simple strategy is to explore, develop and operate properties that have consistent, long-lived production that grows and whose margins improve over time.
Phillips S. Baker, Jr.,President and Chief Executive OfficerDear Fellow Shareholder:On behalf of your entire Board and the management team, I deeply appreciate your support and faith in our Company. I also want to express my gratitude to our Board for its guidance and support as we execute our strategy, which we expect to yield long-term shareholder value as it has throughout 2016 and into 2017. To all our employees, please accept my appreciation for your readiness to adapt, your responsiveness, creativity and willingness to work together towards attaining that success.Our ResponsibilityAt Hecla, our Integrated Corporate Responsibility Policy begins with the belief that a safe mine is a productive mine – each day, each shift, home safely. We will strive to guard the health and safety of our employees and the community. Second, we will be responsible environmental stewards and strive to minimize environmental effects during exploration, development and operations and then reclaim our projects to productive post mining land uses. Third, we believe that by being responsive to community needs, the Company builds trust and relationships that foster our social license to operate. This encompasses taking a mutually-beneficial approach to issues affecting the community, treating others with respect, and engaging in open and honest communication. Each of these aspects is integrated into our business planning as they are considered key to our core business strategy and continued profitability.Our Strategy and 2016 AccomplishmentsOur simple strategy is to explore, develop and operate properties that have consistent, long-lived production that grows and whose margins improve over time.At the heart of our strategy is long-lived, low-cost mines: both our existing mines and acquiring assets with the ability to be long-lived, making smart investments to further extend the mine life, which in turn enables us to work toward lowering both operating and capital costs and to take advantage of the metals’ price cycle.Building around the core of long-lived, low-cost mines are the four elements necessary to be successful. The first is metals that we mine. While our focus is primarily on silver and gold, we continue to produce a substantial amount of lead and zinc as by-products. The recent acquisitions of Rock Creek and Montanore in northwestern Montana gives us two of the largest undeveloped silver and copper deposits in North America. The advantages of this diversity include multiple revenue streams, which lowers our risk profile and provides a natural hedge with more stability and predictability of revenues, enabling us to better run our business.Second is our committed and talented employees, many of whom have been with the Company for decades, who are working together making our mines more safe, efficient and productive.Third is financial discipline. During my tenure as president and CEO we have issued a significant amount of equity only three times: 2003, 2008-2009, and 2013 – the latter two were to acquire new assets (Greens Creek and Casa Berardi). Over the past several years we have seen our production and reserves per share grow more than an average of our peers. Combined with low-cost growth, this disciplined approach has also created shareholder value.Finally, our North American focused asset portfolio takes advantage of low-risk, mining-friendly jurisdictions where, by being responsive to community needs, we’ve built trust and relationships that foster our social license to operate.2017 Proxy StatementviiIn 2016, some of our key achievements included the following:●silver equivalent production of 46.1 million ounces, the highest in the Company’s history;1●a 48% increase in silver production to 17.2 million ounces, a record, with cost of sales of $298.7 million, and cash cost after by-product credits, per silver ounce of $3.10;2●a 24% increase in gold production to 233,929 ounces Company-wide, with 145,975 ounces produced at Casa Berardi; with cost of sales and other direct production costs and depreciation, depletion and amortization of $155.7 million and cash cost, after by-product credits, per gold ounce of $764;2●cash provided by operating activities of $225.3 million, a 112% increase compared to 2015;●net income of $69 million and Adjusted EBITDA of $264.6 million, a 179% and 127% increase compared to 2015;3●achieved the above milestones while ending the year with a cash, cash equivalents and short-term investments balance of $198.9 million as of December 31, 2016, an increase of $43.7 million during the year;●commenced development of the East Mine Crown Pillar (“EMCP”) open pit project at Casa Berardi, with processing of ore from EMCP that began in July 2016;●completed the #4 Shaft at Lucky Friday, the largest capital project in our history, which started in 2008;●acquisition of Mines Management, Inc., giving us ownership of the Montanore project, a very large silver/copper project undergoing permitting in northwestern Montana; and●the first hardrock mining company to receive independent certification under CORESafety.4We believe our strategy and accomplishments have provided our shareholders with substantial share value.We sincerely hope you will be able to attend and participate in our Annual Meeting. We welcome the opportunity to meet with many of you and give you a firsthand report on our progress, as well as express our appreciation for your confidence and support.
Phillips S. Baker, Jr.President and Chief Executive Officer12016 silver equivalent calculation is based on the following prices: $17.10 (per oz.) for silver, $1,248 (per oz.) for gold, $0.85 (per lb.) for lead, and $0.95 (per lb.) for zinc.2Cash cost, after by-product credits, per silver and gold ounce represents a non-GAAP measurement, a reconciliation of which to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found in Appendix FunderReconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) to Cash Cost, Before By-product Credits Per Silver/Gold Ounce and Cash Cost Per Silver/Gold Ounce, After By-product Credits (non-GAAP).It is an important operating statistic that management utilizes to measure each mine’s operating performance. It also allows the benchmarking of performance of each mine versus those of our competitors. As a primary silver mining company, management also uses the statistic on an aggregate basis – aggregating the Greens Creek, Lucky Friday and San Sebastian mines – to compare performance with that of other primary silver mining companies. With regard to Casa Berardi, management uses cash cost, after by-product credits, per gold ounce to compare its performance with other gold mines. The statistic is also useful in identifying acquisition and investment opportunities as it provides a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics. In addition, the Company may use it when formulating performance goals and targets under our incentive program.3Adjusted EBITDA is a non-GAAP measurement, a reconciliation of which to net income (loss), the most comparable GAAP measure, can be found in Appendix FunderReconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (non-GAAP) to Net Income (Loss) (GAAP). Adjusted EBITDA is a measure used by management to evaluate the Company’s operating performance but should not be considered an alternative to net income (loss), or cash provided by operating activities as those terms are defined by GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. In addition, the Company may use it when formulating performance goals and targets under our incentive program.4CORESafety is a partnership led by the members of the National Mining Association. It is an approach to mining safety and health to prevent accidents before they happen using a management system that involves leadership, management and assurance. Its objective is to have zero fatalities and a 50 percent reduction in mining’s injury rate within five years (0:50:5).viiiwww.hecla-mining.comPROXY STATEMENT SUMMARY20162018 performance, please review our Annual Report on Form 10-K. “General Information about the Meeting – Rules for Attending the Annual Meeting”Meeting on page 97.77.Proposals Board Vote
RecommendationPage Reference For
More InformationProposal 1 – Election of Two Class IIII Directors 
FOReach Director Nominee 1118Proposal 2 – Ratification of the Appointment of BDO USA, LLP as the Company’sour Independent Registered Public Accounting Firm for 20172019 
FOR 3024Proposal 3 – Approval, on an Advisory Vote onBasis, of our Executive Compensation FOR 7526Proposal 4 – Advisory Vote on FrequencyApproval of Vote on Executive CompensationAmendments to and Restatement of our Hecla Mining Company 2010 Stock Incentive Plan 1 YEARFOR7660Proposal 5 – Approval of Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors, including to Increase to 3,000,000 the Number of Shares of Common Stock Available for Issuance under the Hecla Mining Company Stock Plan for Nonemployee DirectorsFOR77Proposal 6 –Amendment to our Certificate of Incorporation to Increase the Number of Authorized SharesFOR81Proposal 7 –Approval ofApprove Amendments to our Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions FOR 8366Proposal 86 –Approval ofApprove Amendments to our Certificate of Incorporation and Bylaws to Permit Shareholders to Call Special Meetings of Shareholders Under Certain Circumstances FOR 69 Proposal 7 – Approval of Amendments to our Certificate of Incorporation and Bylaws to Declassify our Board of Directors and provide for Annual Election of Directors 86FOR71 2017 Proxy Statement1PROXY STATEMENT SUMMARYnineeight members divided into three classes, with each class serving a term of three years. Our director, Dr. Anthony P. Taylor, has reached the mandatory retirement age of 75 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.twothree director nominees (Baker(Messrs. Crumley, Rogers and Johnson)Stanley) possess the necessary qualifications to provide effective oversight of our business and quality advice and counsel to the Company’s management.2020.2022. See page 18 for more information on the director nominees.Class IIII Director NomineesExperience and Qualifications Phillips S. Baker, Jr.Ted Crumley(age 57)74)
Director since 20011995ChairmanFormer Executive Vice President and Chief Financial Officer of the Executive CommitteeServes on one other public company boardOfficeMax Incorporated●■ Corporate governance & responsibilityPublic company board service■ ●CEO/administration and operations●Finance●Industry and mining experience●■ Strategic planning, business development, business operations
Director since 2007
Former Senior Vice President and Chief Operating Officer of Cameco Corporation●■ Geology, mining and engineeringLegal■ George R. Johnson (age 68)Charles B. Stanley(age 60)Independent Director since 20162007Retired mining executiveServes on one other public company boardFormer Chief Executive Officer, President and Chairman of the Board of QEP Resources, Inc.●■ Corporate governance & responsibilityPublic company board service■ ●■ Industry and mining experience●■ International business experience●■ Strategic planning, business development, business operationsLeadership/executive officer■ Senior leadership experience●■ Reputation in the industry●■ Audit committee financial expertMining■ Board service on public companies1 75, 6 and 87 are in the best interests of our shareholders. We believe that, if passed, they would enhance Board and management accountability and help build public trust in the Company.75, 6 and 87 described beginning on pages 8366, 69 and 86,71, respectively, theCorporate Governance and Related Matters section beginning on page 188 further describes our current governance framework, which includes the following highlights: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 ElectionsDirectors are elected by a majority of votes cast, which increases Board accountability to shareholders. 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 TenureWe added two new directors in 2016, and one new director in 2017, thereby reducing the average tenure of the Board from 11 years to approximately 9 years.Board.90%87% IndependentEightSeven of nineeight directors are independent, including theall Audit, Compensation, and Governance Committee members.Independent Chairman
of the BoardThe positions of CEO and Chairman of the Board 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 focus on broader strategies and leading the activities of the Board. 2www.hecla-mining.comPROXY STATEMENT SUMMARYRegular Executive
Sessions of
Independent DirectorsExecutive sessions of non-management directors are included on the agenda for every regularly scheduled Board meeting. Committee Governance OurWith 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 Compensation, Governance, and Health, Safety, Environmental and Technical Committees were amended in December 2018. The charter for our Audit Committee was amended in February 2019. The amendments were made to reflect more oversight on environmental, social and governance matters.MandatoryDirector RetirementWe have a mandatory director retirement age ofDirectors will not be nominated for re-election after their 75 which helps ensure regular refreshment of our Board.th birthday.Annual Performance
EvaluationsOurThe Governance Committee oversees an annual performance evaluation of our Board, while the Committeescommittees perform their own self-evaluations on an annual basis.basis and discuss the evaluations with the Board.Access to Management
and ExpertsOur Board and Committeescommittees 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 Our Board’sThe Compensation Committee and/or our full Board reviews potential CEO and other senior executive successors annually to develop our future leaders and ensure we can sustain business continuity, if any of these key employees were to leave our Company.Stock Ownership
GuidelinesWe have rigorous sharestock ownership guidelines for our Section 16(b)executive officers and our directors.Annual Say-on-Pay
VoteShareholdersOur shareholders have the opportunity annually to cast an advisory vote on our executive compensation. In Proposal 4 of this Proxy Statement, the Board is recommending that the shareholders continue to have the opportunity to cast an annual advisory vote on our executive compensation.At-Risk, Performance-BasedPerformance-Based Compensation84%89.1% of CEO and 74%78.4% of NEOthe other NEO’s pay is at-risk1.at-risk. Over 68%67.7% of total compensation for the CEO is performance-based and 54%59% 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 long-term interests of our shareholders. The restricted stock units vest annually in equal amounts with annual vesting dates over a three-year period. Our 2010 Stock Incentive Plan provides for a double-trigger on equity awards.Performance-based Shares We grant performance-based shares that have value based on how our Total Shareholder Return (“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. Change in Control
AgreementsOur change in control agreements are double-trigger 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-pubicnon-public information about the Company.Anti-hedging and Anti-pledgingAnti-pledging policiesOur 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 (Annual Incentive Plan, Long-term Incentive Plan, Key Employee Deferred Compensation Plan, and 2010 Stock Incentive Plan) have clawback provisions. 1Pay at-risk refers to the portion of an employee’s compensation that is variable, and therefore “at-risk” of not being paid out. This “at-risk pay” is typically performance-based, and is in contrast to the fixed pay (salary) that the NEO receives as a condition of employment.2The Compensation Committee believesIn 2018, our Say-on-Pay proposal received only a 68% favorable vote, which was much lower than the changes made in 2014 and 2015 impacted theprevious year’s favorable vote because they were responsive to the feedback from investors and proxy advisory firms, and enhanced the performance orientation of 96%, even though our executive compensationprogram. The current frequency of shareholder advisory votes on executive compensation is every year.practices had not changed.Once again, in20172019 Annual Meeting, we engaged with our largest shareholders, and others to seek their feedback. We held one-on-one discussions with shareholders holding over 50,000,000 sharesrepresenting 11% of our common stock, as well as a face-to-face discussionoutstanding shares, and with one of thetwo proxy advisory firms. The responseDuring these conferences, it was overwhelmingly supportivedetermined there was lack of clarity in the operation of our Long-term Performance Payment Plan (“LTIP”). Our LTIP is based on corporate goals achieved over a three-year performance period. Although we may have one year of underperformance, the Company may still outperform during the other two years, and thus outperform in total over the three-year period. This was the case with our 2015-2017 LTIP. We performed well operationally in 2015 and 2016, but in 2017 we missed certain targets. For the 2015-2017 LTIP, our cash flow generation and production growth exceeded target levels (due to our operations performing well in 2015 and 2016) and were only slightly above minimum threshold levels for reserve growth and TSR. Starting with the changes2019-2021 LTIP, the design has been changed to more closely align payouts to performance that results in relative and absolute share performance.madeamended our change in control agreements to2017 Proxy Statement3Table provide for a “double-trigger” before most elements of ContentsPROXY STATEMENT SUMMARYexecutive compensation program in 2014 and 2015. The results of this engagement, and the Compensation Committee’s ongoing efforts2010 Stock Incentive Plan to ensureprovide for a strong alignment between executive pay and Company performance, led the committee to make no substantive changes to its executive compensation program in 2016. However, in December 2015, due to budget reductions for 2016, our Chief Executive Officer’s (“CEO”) base salary was reduced by 20%, and all base salaries for other named executive officers (“NEOs”) were reduced by 10%, effective through all of calendar year 2016. In addition, our Board’s annual cash payments were reduced by 10% through calendar year 2016.meetings,meetings; (ii) the 80% supermajority voting requirement to amend provisions in our Certificate of Incorporation and Bylaws impacting special meetings,meetings; and (iii) the absence of a director resignation policy.2014 Annual Meeting,Meetings held in 2015, 2016, 2017 and 2018, we asked shareholders to vote on a proposal to amend our Certificate of Incorporation and Bylaws to permit shareholders to call special meetings under certain circumstances. Under our Certificate of Incorporation, this change required the approval by holders of 80% of our outstanding shares of common stock, yet we only received approval from 41%. We again submitted this proposal at last year’s Annual Meeting, 47%, 55% and only received approval from 47%.56%, respectively. In addition, last yearin 2016, 2017 and 2018, we added another proposal to amend our Certificate of Incorporation and Bylaws to change the required approval of certain amendments to those documents relating to the ability to call a special meeting from 80% to a two-thirds voting standard. This change also required the approval by holders of 80% of our outstanding shares of common stock, and we only received approval from 46%. in 2016, 54% in 2017, and 56% in 2018. In a continued effort to show our support of shareholder feedback, we are again adding these two proposals to the ballot for shareholders to approve at the 20172019 Annual Shareholder Meeting.AnyUnder the policy, any director who is not elected by a majority of the votes cast shallmust tender his or her resignation to the Governance Committee, which will then recommend to the Board whether to accept or reject the resignation offer, and the Board will act on the Governance Committee’scommittee’s recommendation within ninety (90) days following certification of the election results. Any director who tenders his or her resignation pursuant to this provision will not participate in the proceedings of either the Governance Committee or the Board with respect to his or her own resignation offer.20162018 and 20192016.2018 and early 2019. The compensation of our NEOsnamed executive officers (“NEOs”) for 20162018 is more fully described in theCompensation Discussion and Analysis section of this Proxy Statement, starting on page 3327 and in the compensation tables starting on page 61.49.3 Reduction inAmendments to Compensation Plans. In 2018, we made an amendment to our Annual Cash Compensation forIncentive Plan, and another amendment to our Board. Effective January 1, 2016,2010 Stock Incentive Plan. In 2019, we reduced the Compensation Committee recommendednumber of factors to three with lower values and the Board approvedadded a 10% reduction inTSR multiplier to our Board’s annual cash compensation in 2016.Reduction in Base SalariesLong-term Incentive Plan for the 2019-2021 plan period.Annual Incentive Plan (“AIP”) In 2017, the AIP was amended to provide that in the event a plan participant’s employment with the Company terminates before the payment date, the participant will not be eligible to receive an AIP award. In 2018, the AIP was amended to provide for an exception to allow eligibility of payment if termination is due to death or disability. The plan was formally named “Annual Incentive Plan”, but in February 2019, we renamed the plan to “Short-term Incentive Plan”. The changed name more accurately reflects the way the plan works, as the qualitative and discretionary factors are measured over a time period that extends beyond the calendar year. Furthermore, eligibility for payment under the plan requires the employees must be on the payroll roster at the time the bonus is paid. A change in the name of the plan helps reinforce to our employees that both eligibility under the plan and the goal measurement timeframe under the plan extend beyond the calendar year. For purposes of discussions on our annual incentives throughout this Proxy Statement, we will refer to the 2018 Annual Incentive Plan as Annual Incentive Plan or AIP. Restricted Stock Unit Awards In 2014, we amended our Change in Control Agreements to provide for a “double-trigger”. However, we did not amend our 2010 Stock Incentive Plan to provide for double-trigger because we felt the single-trigger was appropriate for our other employees who receive equity under the plan, but who do not have change in control agreements. During the 2018 proxy season, one of the proxy advisory firms recommended voting against our Say-on-Pay advisory vote and cited our single-trigger requirements as the reason. In 2018, we amended our 2010 Stock Incentive Plan to provide for a double-trigger. Long-term Incentive Plan (“LTIP”) For the 2019-2021 plan period, we reduced the number of factors from four to three with target values of $90 each and made TSR performance a 10% to 250% multiplier depending on relative share performance with a cap of target if absolute returns are negative. This TSR multiplier is more fully described in the Compensation Discussion and Analysis section under 2019-2021 LTIP on page 47. NEOs. Effective January 1, 2016, the Compensation Committee approvedexecutive compensation and determined to not adjust base salary reductionssalaries, except for our NEOs. Our CEO’sMr. Radford, who was promoted to Senior Vice President and Chief Operating Officer in May 2018. Mr. Radford’s base salary was increased from $380,000 to $416,000, effective July 1, 2018. The committee also increased Mr. Radford’s restricted stock units from $345,000 to $450,000 and performance-based shares from $120,000 to $300,000. The committee reduced by 20%,the value of restricted stock units awarded to Mr. Hall, from $345,000 to $300,000, and all other NEOs’ base salaries were reduced by 10%.to Dr. McDonald, from $250,000 to $200,000, but increased performance-based units for each of the NEOs, except for Mr. Baker, as follows:NEO Prior Performance-
based Shares(1)
($)
Performance-based Shares(2)
($) Lawrence P. Radford 120,000 300,000 345,000 450,000 Lindsay A. Hall 120,000 165,000 345,000 300,000 Dean W.A. McDonald 80,000 130,000 300,000 250,000 Robert D. Brown 50,000 130,000 200,000 200,000 (1) Based on 3-year TSR from January 1, 2017 through December 31, 2019. (2) Based on a 3-year TSR from January 1, 2018 through December 31, 2020. See further disclosure onPerformance-based Shares on page 42, and in theGrants of Plan-Based Awards for 2018table on page 51. Annual Incentive Plan (“AIP”)2018 AIP. 2016In summary, 2018 was a year of mixed results. Our most important assets, Greens Creek and Casa Berardi, had another very successful year both in terms of record throughput, strong cash flow and in the strongest yearcase of Casa Berardi, gold production. Our San Sebastian mine continued its low-capital strategy, while mining lower grade oxide material, and the strike at our Lucky Friday mine continued. We completed the acquisition of Klondex Mines Ltd. in Hecla’s history, from aJuly 2018, and were successful in our exploration program, achieving record reserves for silver (10%), gold (27%) and lead (6%). Silver production was 10.4 million ounces and gold production was 262,103 ounces. When lead and zinc production are included, the overall silver equivalent production perspective,achieved was 43.6 million ounces. We had record high reserves for silver, gold and lead, and despite the Lucky Friday Mine operations being suspended, our salaried workforce processed 17,309 tons at the mill, which contained approximately 169,041 ounces of silver, 673 tons of zinc and 1,131 tons of lead. Importantly, we achieved these results with a result driven by27.5% reduction in the tremendously successful San Sebastian mine, as well as production at our other mines that exceeded our expectations. Silver production increased by 48%, which drove our excellent financial performance, generating cash provided by operating activities of $225.3 million, $264.6 million in adjusted EBITDA, and adding $43.7 million cash and short-term investments to the balance sheet, while reducing the net debt/EBITDA ratio by 60%All Injury Frequency Rate (“AIFR”). The life of our San Sebastian mine was increased by more than a year and it provided cash, provided by operating activities of $93.9 and $92.4 million in free cash flow in 2016.5 These strong results were recognized by the market, and our share price increased by 177% in 2016, significantly outpacing most of our peers.54Free cash flow is a non-GAAP measurement used by management to analyze cash flows generated from operations. It is calculated as cash provided by operating activities (GAAP) less additions to properties, plants, equipment and mineral interests (GAAP). The Company believes free cash flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although free cash flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of free cash flow is not necessarily comparable to such other similarly titled captions of other companies.4www.hecla-mining.comPROXY STATEMENT SUMMARY2016,2018, Company performance for quantitative AIP purposes was determined by the Compensation Committeecommittee to be 150%82% of target. This result was comprised of 85%39% for quantitative measures (listed below); 40%23% for qualitative factors; and 25%20% was discretionary.2016 AIP Quantitative
Measure Results Target Actual Performance
ValueProduction Silver equivalent ounces 42.0 mm ozs. 46.5 mm ozs. 30% Adjusted EBITDA $255 mm $264.6mm 17.5% Cash and short-term investments $100 mm $198.9mm 30% Work-related injury reduction 15% 25% 7.5% Total Quantitative 85% 2018 AIP Quantitative
Measure Results Target Actual Actual
Performance
Value Target
Performance
ValueProduction (Silver equivalent ounces) 44.0 mm ozs. 43.6 mm ozs. 19.8% 20% EBITDA Less Capital1 $92.0 mm $6.0 mm 0% 20% Work-related injury reduction 2.48 (10% reduction from 2017 rate) 2.00 (27.5% reduction from 2017 rate) 18.8% 10% Total Quantitative 39% 50% Compensation Committee approved payoutcommittee exercised negative discretion and reduced the NEOs payouts to between 50% and 64% of target compared to the company performance of 82%. All payouts of the AIP awards to be 75% cash and 25%are paid in Hecla common stock issued under the 2010 Stock Incentive Plan.cash. The AIP (qualitative and discretionary factors) is more fully described in theCompensation Discussion and Analysis section of this Proxy Statement, starting on page 33.35.2014-2016 Long-term Incentive Plan (“LTIP”)2016-2018 LTIP. The 2014-20162016-2018 LTIP had a maximum potential unit value of $375. The Compensation Committeecommittee assessed performance under the 2014-20162016-2018 LTIP as follows:Performance Measure Target Actual Performance % of Target Value Earned Per Unit Silver Reserve Growth 30.0 silver oz. added (millions) Silver oz. decreased by 2.7 mm oz. -9% No Payout Production Growth 70.5 silver oz. (millions) 76.5 silver oz. (millions) 108% $50.00 Cash Flow $628.75 Cash Flow (millions) $829.36 Cash Flow (millions) 132% $75.00 Total Shareholder Return 60% Hecla ranking vs. peers 92.9% Hecla ranking vs. peers 155% $82.25 #4 Shaft Completion Shaft Completed by 5/1/16 1/20/17 completion date 0% No Payout Total Earned Per Unit $207.25 Performance Measure Target Actual Performance % of Target Value Earned
Per UnitSilver Reserve Growth 30.0 silver oz. added (millions) 70.5 silver oz. added (millions) 235% $ 75.50 Production Growth 87.0 silver equivalent oz. (millions) 91.8 silver equivalent oz. (millions) 105% $ 66.25 Cash Flow $846.7 Cash Flow (millions) $795.3 Cash Flow (millions) 94% $ 19.00 Total Shareholder Return 60% Hecla ranking vs. peers 41.7% Hecla ranking vs. peers 69% $ 0 Total Earned Per Unit $160.75 the maximum threshold, andtarget levels. Performance in cash flow generation and TSR components fell betweenwas below target, andbut above the maximum threshold. The #4 Shaft completion and silver reserve growth were eachminimum threshold level. Total shareholder return was below the threshold.minimum threshold level. As a result, with a range in potential value per unit of $0 to $375, in February 2017,2019, the Compensation Committeedetermined thatcommittee determined the total 2014-20162016-2018 LTIP payout was $207.25$160.75 per unit. The Compensation Committeecommittee further approved payout of the LTIP awards to be 75% in cash and 25%100% in Hecla common stock issued under the 2010 Stock Incentive Plan. The 2014-20162016-2018 LTIP is more fully described in theCompensation Discussion and Analysis section of this Proxy Statement, starting on page 33.39.2017 Proxy Statement5PROXY STATEMENT SUMMARY
Total Direct Compensation for 2016 - $4,360,375was 26% less than 2017 and 33% less than 2016. 2018 total direct compensation consisted of:
✓2016 2018 Base Salary– $484,000 (20% reduction in 2016).From January 1, 2018 through December 31, 2018, base salary was $635,000.✓Annual Incentive Plann 2018 AIP Payout – $907,500 (150%$317,500 (50% of target). Paid 75%100% in cash and 25% in common stock.cash.✓Long-term Incentive Plann 2016-2018 LTIP Payout– $1,968,875.$1,527,125. In June 2014,2016, our CEO was awarded 9,500 units under our 2014-2016 Long-term Incentive Plan.2016-2018 LTIP. For 2016,2018, the plan paid out $207.25$160.75 per unit. Paid 75%unit, which was paid 100% in cash and 25% inHecla common stock.✓2016,2018, our CEO was awarded 113,636130,548 restricted stock units with a grant date fair value of $500,000, ($4.40 per share), subject to a three-year vesting schedule (one-third in June 2017,2019, one-third in June 2018,2020, and one-third in June 2019)2021).✓2016,2018, our CEO was awarded 113,636156,658 performance-based shares with a grant date fairtarget value of $500,000 ($4.40 per share),$600,000, the ultimate value of which is based on our three-year TSR ranking in a peer group (payable in 2019)2021).1 The non-GAAP measurement of EBITDA less capital is calculated as the GAAP measures of net loss plus/less the following items: interest expense, income tax benefit, depreciation, depletion and amortization expense, interest and other income, acquisition costs, loss on investments, gain on derivatives contracts, provision for environmental matters, provisional price losses, foreign exchange gain, stock-based compensation, suspension costs, 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 measures of net loss for the year ended December 31, 2018, is included in Appendix H of this Proxy Statement. 5 n published our inaugural Corporate Responsibility Report - “Responsible Mining: Our Core Value” at: n committed to increasing the level of information available in the Responsibility section of our website on a continuous basis; and n committed to working collaboratively with a number of third-party providers of environmental, social and governance (“ESG”) reports and ratings to help improve the accuracy of our data (e.g., Sustainability Accounting Standards Board). 
For more information, see our website at:https://www.hecla-mining.com/we-safeguard-the-environment/ 
2016 Summary Compensation and Realized Compensation6Set forth on the following page is the 2016 compensation for each NEO as determined under Securities and Exchange Commission (“SEC”) rules. Total compensation, as reported in theSummary Compensation Table for 2016 and calculated under SEC rules, includes several items that are driven by accounting and actuarial assumptions. Accordingly, it is not necessarily reflective of the compensation our NEOs actually realized in 2016. To supplement that disclosure, we have added the “W-2/T4 Realized Comp.” column to the right of the table below to compare our NEOs’ 2016 compensation as determined under SEC rules with W-2/T4 income for 2016, which is the federally taxable (under the U.S. and Canada) compensation our NEOs received in 2016 inclusive of vested stock and exercised stock options, if any.This supplemental table is not designed to replace theSummary Compensation Table for 2016 found on page 61, but rather to provide additional, supplemental compensation disclosure.The differences between this supplemental table and theSummary Compensation Table for 2016 are (i) the supplemental table includes compensation related to stock awards that became fully vested in 2016, whereas theSummary Compensation Table for 2016 includes compensation for stock awards as it is expensed for financial accounting purposes; (ii) the supplemental table does not reflect the FASB ASC Topic 718 expense associated with equity awards; (iii) the supplemental table includes compensation related to incentive compensation that was paid in 2016, whereas theSummary Compensation Table for 2016 includes incentive compensation as it is expensed for financial accounting purposes; and (iv) the supplemental table does not include the change in pension value and the Company matching contribution for individual 401(k) deferral. For more information on total compensation as calculated under SEC rules, see the narrative and footnotes accompanying theSummary Compensation Table for 2016 on page 61.6www.hecla-mining.comPROXY STATEMENT SUMMARY2016 Summary Compensation and Realized Compensation2016 Summary Compensation Realized
CompensationName and Principal
Position Salary
($) Stock
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($) SEC
Total
($) SEC Total
Without
Change in
Pension
Value
($) W-2/T4
Realized
Comp.1
($)Phillips S. Baker, Jr. 484,000 2,074,935 2,876,375 924,335 15,900 6,375,545 5,451,210 1,897,266 2 President and CEO Lindsay A. Hall* 156,750 344,999 326,027 13,1463 9,200 850,122 836,976 204,622 4 Senior Vice President and CFO Lawrence P. Radford 342,000 789,999 1,388,650 125,898 15,900 2,662,447 2,536,549 1,902,528 Senior Vice President – Operations Dr. Dean W. A. McDonald 247,500 589,999 882,600 196,7663 15,900 1,932,765 1,735,999 1,777,226 4 Senior Vice President – Exploration David C. Sienko 225,000 352,500 723,775 82,310 15,900 1,399,485 1,317,175 853,950 Vice President – General Counsel James A. Sabala* 168,588 411,001 786,399 203,085 15,900 1,584,973 1,381,888 1,526,103 Former Senior Vice President and CFO *Mr. Hall started with the Company in July 2016,
Mr. Sabala retired in June 2016. Their compensation was prorated accordingly for base salarySafetynon-equity incentive plan compensation.1The amounts reported in this column include 2016 salary, vested stock received in 2016, equity and cash portion of 2015 Annual Incentive, and equity and cash portion of 2013-2015 Long-term Incentive, which were paid in March 2016. Also includes performance-based shares that vested in 2016 for Mr. Baker.2Mr. Baker deferred all vested equity received in 2016, except for performance-based vested shares received. See Option Exercises and Stock Vested for 2016 on page 65.3As non U.S. citizens Mr. Hall and Dr. McDonald are not participants in the Retirement Plan, or the unfunded SERP. In lieu of participation in these plans, Mr. Hall and Dr. McDonald are expected to receive a similar benefit as if they had participated in these plans.4Dr. McDonald and Mr. Hall’s realized compensationcommitment is reflected in Canadian dollars as reported on their T4.2017 Proxy Statement7PROXY STATEMENTBoard of Directors Selection ProcessOur 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. In December 2016, the Board increased the size of the Board from eight members to nine membersthe Company’s 2018 AIP metrics, where our 2018 goal was to reduce the All-Injury Frequency Rate (“AIFR”) by 15%. We exceeded that goal by reducing the AIFR rate by 27.5%, and appointed one new director, effective as of January 1, 2017.Identifying and Evaluating Nominees for DirectorsThe 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.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 may 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 can 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.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. Directors should 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.In general, and as more fully outlined in our Bylaws and Corporate Governance Guidelines, in evaluating director candidates for election to our Board, the 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.8www.hecla-mining.comPROXY STATEMENTShareholder NomineesThe 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 100. Shareholders who wish to submit a proposed nominee to the committee should send written notice to the Corporate Governance and Directors Nominating 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 100. 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 thenominee’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 NominationThe 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 December 2016, the Board amended our Bylaws and Corporate Governance Guidelines to provide that directors will not be nominated for re-election after their 75th birthday (previously the age limit was 72).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 disclosurerequirements; (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 strategic plan and mission statement. Directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their active participation and questioning.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 as a whole competence and experience in a wide variety of areas, including corporate governance, executive management, legal, accounting, finance, mining, 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.2017 Proxy Statement9PROXY STATEMENTSelection of New Directors in 2016 and 2017On March 1, 2016, the Governance Committee recommended and the Board approved the appointment of two new directors to our Board (Messrs. Ralbovsky and Johnson). Effective January 1, 2017, upon the recommendation of the Governance Committee, the Board also appointed Catherine “Cassie” J. Boggs as a new director to our Board.Mr. Stephen F. Ralbovsky was appointed as a Class II director (standing for election in 2018). Mr. Ralbovsky is a certified public accountant and was a partner with PricewaterhouseCoopers, LLP from February 1987 until his retirement in June 2014. He has over 37 years’ experience in taxation, auditing and accounting, where he specialized in the mining industry. The Governance Committee and Board determined that Mr. Ralbovsky was independent under the New York Stock Exchange listing standards. The Board appointed Mr. Ralbovsky to serve on the Audit Committee and Governance Committee.Mr. George R. Johnson was appointed as a Class I director (standing for election in 2017). Mr. Johnson is a mining engineer and formerly served as Senior Vice President of Operations at B2Gold Corporation fromAugust 2009 until his retirement in May 2015. Mr. Johnson also held many positions with Hecla in the early 1980’s through 1999 and is very familiar with the Company’s operations. He has over 45 years of foreign and domestic experience in underground and open-pit mine construction and operations management. The Governance Committee and Board determined that Mr. Johnson was independent under the New York Stock Exchange listing standards. The Board appointed Mr. Johnson to serve on the Audit Committee and the Health, Safety, Environmental and Technical Committee.Ms. Catherine “Cassie” J. Boggs was appointed as a Class II director (standing for election in 2018). Ms. Boggs is an attorney and has served as General Counsel at Resource Capital Funds since January 2011. She has over 35 years’ experience as a mining and natural resources lawyer with experience in domestic and international mining projects. The Governance Committee and Board determined that Ms. Boggs was independent under the New York Stock Exchange listing standards. The Board appointed Ms. Boggs to serve on the Audit Committee and Governance Committee.10www.hecla-mining.comPROPOSAL 1 – ELECTION OF DIRECTORSPROPOSAL 1 – ELECTION OF DIRECTORSIn accordance with our Certificate of Incorporation, the Board is divided into three classes. The terms of office of the directors in each class expire at different times. There are three Class I directors whose terms will expire at the 2017 Annual Meeting: Phillips S. Baker, Jr., George R. Johnson and Dr. Anthony P. Taylor.As of the 2017 Annual Meeting, Dr. Taylor will have attained the mandatory retirement age of 75 and will not stand for re-election. Dr. Taylor was elected to the Board by preferred shareholders in May 2002. He has over 52 years’ experience in the mining industry in all levels of exploration from a field geologist to senior management. The Board recognizes and commends, with great appreciation, Dr. Taylor’s 15 years of invaluable and devoted service to Hecla, and for his substantial contributions as a director of the Company, as chairman of the Governance Committee and as a member of the Health, Safety, Environmental and Technical Committee and Compensation Committee of the Board.At the May 2017, Annual Meeting, the size of the Board is expected to be reduced from nine persons to eight persons.At a meeting held by the Governance Committee in February 2017, the committee determined that the two remaining directors whose terms are expiring - Messrs. Baker and Johnson - were qualified candidates to stand for re-election at the Annual Meeting, and the Board designated Messrs. Baker and Johnson as nominees for re-election as directors of the Company, each for a three-year term expiring in 2020. Each nominee has accepted the nomination and agreed to serve as a director if elected by the Company’s shareholders.It is intended that the proxies solicited hereby from our shareholders that do not provide voting instructions will be votedFORthe election of Phillips S. Baker, Jr. and George R. Johnson. The Board knows of no reason why the nominees will be unable or unwilling to accept election. However, if any nominee becomes unable or is unwilling to accept election, the Board will either reduce the number of directors to be elected or select substitute nominees submitted by the Governance Committee. If substitute nominees are selected, proxies that do not provide voting instructions will be voted in favor of such nominees.Summary of Director Qualifications and ExperienceDirector Qualificationsand ExperienceBakerBoggsCrumleyJohnsonNethercuttRalbovskyRogersStanleyTaylorAudit Committee Financial Expert●●●●Board Service on Public Companies●●●●●CEO/Administration and Operations●●●●●●Corporate Governance●●●●●●Finance●●●●●●●Geology, Mining and Engineering●●●●Industry and Mining●●●●●●●●●Industry Association Participation●●●●●●●International Business●●●●●●●●Leadership●●●●●●●●●Legal and Compliance●●●●Reputation in the Industry●●●●●●●Risk Management●●●●●●●●●Set forth below is biographical information for each of the director nominees, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that each of the director nominees should serve as a director. There are no family relationships among any of our directors or executive officers.Our Board includes individuals with strong backgrounds in executive leadership and management, legal, accounting and finance, and Company and industry knowledge, and we believe that, as a group, they work effectively together in overseeing our business.2017 Proxy Statement11PROPOSAL 1 – ELECTION OF DIRECTORSIf elected, the nominees will each serve for a three-year term ending in 2020. The nominees are as follows: 
Phillips S. Baker, Jr.Energy ManagementPresidentChief Executive OfficerDirector since:2001hoisting at one of our mines.Age:n57 More than $1 million in annual energy savings at one of our mines due to on-demand ventilation.Other Directorships:
nQEP Resources, Inc.Biomass heating project installed at one of our mines in 2014 uses discarded logs from forestry, which are burned to supplement the use of propane gas to heat the mine’s surface buildings, as well as the incoming air used to ventilate the underground mine. It is expected to avoid 2,732 tons of greenhouse gas emissions per year by using biomass instead of propane.Hecla Committees:https://www.hecla-mining.com/we-safeguard-the-environment/●Executive (Chairman)
Mr. Baker has beenCEO since May 2003Environmental, Social, and has served asGovernance reporting and data available athttps://www.hecla-mining.com/responsibility/ for further information on our President since November 2001. He has served as a Director of QEP Resources, Inc., an independent natural gascommitment to corporate responsibility.oil exploration and production company, since May 2010, as well as serving as a Director for Questar Corporation, a Western U.S. natural gas-focused exploration and production, interstate pipeline and local distribution company, from February 2004 through June 2010. Mr. Baker has served as Vice Chairman of the Board for the National Mining Association, a U.S. mining advocate and national trade organization that represents the interests of mining businesses, since October 2015, and has been a Board member since September 2010. He has also served as a Board member of the National Mining Hall of Fame and Museum, a federally-chartered non-profit national mining museum, since February 2012.Board Qualification and Skills:High Level of Financial Experience: Substantial financial experience gained in his roles of President, CEO, and previously as Chief Financial Officer of the Company and other companies.Extensive Senior Leadership/Executive Officer Experience: Has served as Hecla’s President and CEO for 13 years. Has 22 years’ of executive and management experience in the mining industry.Significant Public Company Board Experience: In addition to servingmay be based on the Board of Hecla, has served on the board of QEP Resources for 7 years, and prior to that served on the board of Questar Corporation for 6 years. He serves as chair of the audit committee and as a member of the governance committee for QEP Resources, Inc.assumptions or developing standards.Extensive Knowledge of the Company’s Business and Industry: Over 30 years’ experience in the mining industry.Designations: Mr. Baker received a Bachelor of Business Administration in Accounting from Texas A&M University in 1981, and a law degree and Master of Business Administration from the University of Houston in 1985. He became a member of the State Bar of Texas in 1985, and received his Certified Public Accountant designation in 1986 from the Texas State Board of Public Accounting.7 12 www.hecla-mining.comPROPOSAL 1 – ELECTION OF DIRECTORS
George R. JohnsonFormer Senior Vice President of Operations with B2Gold CorporationDirector since:2016Age:68Other Directorships:B2Gold CorporationHecla Committees:●Health, Safety, Environmental and Technical●AuditMr. Johnson served as Senior Vice President of Operations of B2Gold Corporation, a Canadian-based gold producing company, from August 2009 until his retirement in April 2015. He is a former Senior Vice President of Russian Operations of Kinross Gold Corporation, a senior gold mining company, from March 2007 to August 2009, and Senior Vice President of Operations of Bema Gold Corporation, a gold producing company, from October 1999 to March 2007. He has served on the Board of Directors of B2Gold Corporation since March 2016.Board Qualification and Skills:Extensive Knowledge of the Company’s Business and Industry: Over 45 years of foreign and domestic experience in underground and open-pit mine construction and operations management. Served in a variety of positions culminating as Vice President – Metal Mining for Hecla from 1983 to 1999.Senior Leadership/Executive Officer Experience: Has extensive experience in management in the mining industry.Designations: Mr. Johnson received a Bachelor of Science with a major in Mining Engineering from the University of Washington in 1972.
The Board recommends that shareholders vote “FOR” the election of Phillips S. Baker, Jr. and George R. Johnson2017 Proxy Statement13PROPOSAL 1 – ELECTION OF DIRECTORSOur directors whose terms are not expiring this year follow. They will continue to serve as directors for the remainder of their terms or until their respective successors are appointed or elected.Continuing Class II Members of the Board – Term Ending at the 2018 Annual Meeting
George R. Nethercutt, Jr.Chairman of The George Nethercutt Foundation and Of Counsel for Lee & Hayes PLLCDirector since:2005Age:72Other Directorships:Washington Policy Center ARCADIS Corporation Juvenile Diabetes Research Foundation International (Board of Chancellors)Hecla Committees:●Compensation (Chairman)●Corporate Governance and Directors NominatingMr. Nethercutt has served as Chairman of The George Nethercutt Foundation, a non-profit student leadership and civics education charity, since 2005, and was appointed Of Counsel at Lee & Hayes PLLC, a law firm, in September 2010. He has been a board member of Washington Policy Center, a public policy organization providing analysis on issues relating to the free market and government regulation, since January 2005; board member of ARCADIS Corporation, an international company providing consultancy, engineering and management services, since May 2005; and Board of Chancellors, Juvenile Diabetes Research Foundation International, a charity and advocate of juvenile diabetes research worldwide, since June 2011. He was a Principal of Nethercutt Consulting LLC, a strategic planning and consulting firm, from January 2007 to January 2012, and served as a member on the board of IP Street, a software company, from May 2011 to January 2015.Board Qualification and Skills:Extensive Knowledge of the Company’s Business and Industry: Served as a U.S. Congressman and focused on natural resource policies, mining legislation and environmental policies on public lands.Extensive Government Leadership Experience: Has extensive political background, including working as a staff member in the U.S. Senate in Washington, D.C., where he focused on issues relating to oil and gas, natural resources, mining and commerce. Served as chief of staff to a U.S. Senator from Alaska, working on such issues as agriculture, fisheries, timber and mining. He had his own consulting business which consisted of representing clients with mining and natural resource issues.Significant Public Company Board Experience:Over 11 years of service on Hecla’s Board.Designations: Mr. Nethercutt received his Bachelor of Arts in English from Washington State University in 1967, and a law degree from Gonzaga University Law School in 1971. He has been a member of the Washington State Bar Association since 1972.
Stephen F. RalbovskyFounder and Principal of Wolf Sky Consulting LLCDirector since:2016Age:63Other Directorships:NoneHecla Committees:●Audit●Corporate Governance and Directors NominatingMr. Ralbovsky has been the Founder and Principal of Wolf Sky Consulting LLC, a tax consulting firm, since June 2014. Prior to that, he was a partner with PricewaterhouseCoopers LLP, an accounting firm, from February 1987 until his retirement in June 2014, where he concentrated his practice on public companies operating in the mining industry. He is an adjunct faculty member at the University of Arizona. He previously served as an Advisory Board member of Diocese of Phoenix Catholic Cemeteries and Mortuaries, a non-profit organization, from July 2009 to July 2012. Mr. Ralbovsky is also a member of several organizations, including: AICPA, Arizona Society of CPAs, National Mining Association, and Society for Mining, Metallurgy and Exploration.Board Qualification and Skills:High Level of Financial Experience: Over 37 years’ experience in taxation, auditing and accounting.Extensive Knowledge of the Company’s Business and Industry: Over 37 years’ experience in accounting, where he was heavily involved in the mining industry with emphasis in global mining tax and royalty policy.Extensive Senior Leadership Experience: Has extensive experience in leadership in the accounting industry. Served in numerous senior leadership positions, including US Mining Leader, US Mining Tax Leader, Global Mining Tax Leader and Tax Partner for PricewaterhouseCoopers LLP.Designations: Mr. Ralbovsky received a Bachelor of Business Administration with a major in Accounting from Siena College in 1975. He also received a law degree from Albany Law School in 1978. He is licensed in D.C. and Arizona as a Certified Public Accountant.14www.hecla-mining.comPROPOSAL 1 – ELECTION OF DIRECTORS
Catherine “Cassie” J. BoggsGeneral Counsel at Resource Capital FundsDirector since:2017Age:62Other Directorships:FunzeleoHecla Committees:●Audit●Corporate Governance and Directors NominatingMs. Boggs has been the General Counsel at Resource Capital Funds, a mining-focused private equity firm, since January 2011. Prior to that, she served as Senior Vice President, Corporate Development at Barrick Gold Corporation, a gold mining company, from January 2009 to December 2010, and Vice President from July 2005 to 2008. Ms. Boggs was also an international partner at Baker & McKenzie, a law firm, from July 2001 to July 2005. She has been a board member of Funzeleo, a non-profit organization that inspires and prepares youth for high-demand science and math-based careers, since January 2016, as well as serving as a Board member and President of the Rocky Mountain Mineral Law Foundation, a non-profit organization dedicated to the study of laws and regulations relating to mining, oil and gas, energy, public lands, water, environmental and international law, from July 2011 to July 2015.Board Qualification and Skills:High Level of Legal Experience: Over 35 years’ experience as an attorney, having practiced law in several U.S. and overseas jurisdictions.Extensive Knowledge of the Company’s Business and Industry: Over 35 years’ experience as a mining and natural resources lawyer with experience in domestic and international mining projects.Extensive Knowledge of Risk Assessment: In addition to managing all legal affairs of Resource Capital Funds, she is responsible for legal due diligence, country and political risk assessments, and participates in the structuring and implementation of risk mitigation strategies.Extensive Senior Leadership Experience: Has extensive experience in leadership in the mining industry, having worked for Barrick Gold Company, serving in a variety of leadership roles, including serving as the CEO of Tethyan Copper Company, a gold and copper development project in Pakistan, interim President of the African Business Unit, and as interim General Counsel of African Barrick Gold (now known as Acacia Mining) in its formation and initial public offering.Designations: Ms. Boggs received a Bachelor of Arts with a major in Economics from University of Denver in May 1976. She received a Master of Science in Resource Development from Michigan State University in December 1977, and a law degree from the University of Denver College of Law in 1981.2017 Proxy Statement 15PROPOSAL 1 – ELECTION OF DIRECTORSContinuing Class III Members of the Board – Term Ending at the 2019 Annual Meeting
Ted CrumleyFormer Executive Vice President and Chief Financial Officer OfficeMax IncorporatedDirector since:1995Board Chairman since 2006Age:72Other Directorships:NoneHecla Committees:●Executive●CompensationMr. Crumley served as Executive Vice President and Chief Financial Officer of OfficeMax Incorporated, a distributor of office products, from January 2005 until his retirement in December 2005. He was also Senior Vice President of OfficeMax Incorporated from November 2004 to January 2005, and Senior Vice President and Chief Financial Officer of Boise Cascade Corporation, a manufacturer of paper and forest products, from 1994 to 2004.Board Qualification and Skills:High Level of Financial Experience:Substantial financial experience gained from a long career with OfficeMax Incorporated and Boise Cascade Corporation.Senior Leadership/Executive Officer Experience:Has over 30 years’ experience in management, finance and accounting in the natural resources industry. Served in numerous senior leadership positions, including Executive Vice President and Chief Financial Officer of OfficeMax Incorporated and Senior Vice President and Chief Financial Officer of Boise Cascade Corporation.Significant Public Company Board Experience:Over 21 years of service on Hecla’s Board, including as Chairman since 2006.Extensive Knowledge of the Company’s Business and Industry:With over 21 years of service on Hecla’s Board, Mr. Crumley understands all aspects of our business, including the mining elements.Designations:Mr. Crumley received his Bachelor of Business Administration with a major in Accounting from Idaho State University College of Business in 1969.
Terry V. Rogers, C. Dir., H.R.C.C.C.Former Senior Vice President and Chief Operating Officer Cameco CorporationDirector since:2007Age:70Other Directorships:Centerra Gold Inc.Hecla Committees:●Health, Safety, Environmental and Technical (Chairman)●Compensation●Audit●ExecutiveMr. Rogers served as Senior Vice President and Chief Operating Officer of Cameco Corporation, a uranium producer, from February 2003 until his retirement in June 2007. He is a former President of Kumtor Operating Company, a gold producing company and a subsidiary of Cameco Corporation, where he served from 1999 to 2003 and has served on the Board of Directors of Centerra Gold Inc., a gold mining company, since February 2003.Board Qualification and Skills:High Level of Financial Experience:Financial experience gained from his senior leadership/executive officer experience with Cameco Corporation and Kumtor Operating Company.Senior Leadership/Executive Officer Experience:Has experience in management in the mining industry. Served in numerous senior leadership positions, including Senior Vice President and Chief Operating Officer of Cameco Corporation, and former President of Kumtor Operating Company (a subsidiary of Cameco Corporation).Significant Public Company Board Experience:In addition to serving on the Board of Hecla, has over 13 years of service on the Board of Centerra Gold Inc., including as lead independent director, chairman of the human resources and compensation committee, and a member of the audit committee.Extensive Knowledge of the Company’s Business and Industry:Over 30 years’ experience in the mining industry, including, opencast, open-pit and underground operations in coal, gold, and uranium mines around the world.Designations:Mr. Rogers received an Associate degree in Applied Science from the Superior Technical Institute in Wisconsin in 1972. He also obtained a Chartered Director (C. Dir.) designation from The Directors College in 2011, as well as a Human Resources and Compensation Committee Certified (H.R.C.C.C.) designation from The Directors College in 2013.16www.hecla-mining.comPROPOSAL 1 – ELECTION OF DIRECTORS
Charles B. StanleyChief Executive Officer, President and Chairman of the Board QEP Resources, Inc.Director since:2007Age:58Other Directorships:QEP Resources, Inc.Hecla Committees:●Audit (Chairman)●Health, Safety, Environmental and Technical●Corporate Governance and Directors NominatingMr. Stanley has been Chief Executive Officer and President of QEP Resources, Inc., an independent natural gas and oil exploration and production company, since May 2010. He was appointed Chairman of the Board of QEP Resources, Inc. in May 2012. He also served as Chairman, Chief Executive Officer, President and Director of QEP Midstream Partners, LP, a master limited partnership that owns, operates, acquires and develops midstream energy assets, from May 2013 to December 2014. He served as Chief Operating Officer of Questar Corporation, a Western U.S. natural gas-focused exploration and production, interstate pipeline and local distribution company, from March 2008 to June 2010; and Executive Vice President and Director of Questar Corporation from February 2002 to June 2010.Board Qualification and Skills:High Level of Financial Experience:Substantial financial experience gained from a long career with QEP Resources, Inc. and Questar Corporation.Extensive Senior Leadership/Executive Officer Experience:In addition to his current position as Chief Executive Officer and President of QEP Resources, Mr. Stanley served in numerous other senior leadership positions, including Chief Executive Officer and President of QEP Midstream Partners, LP, and Chief Operating Officer of Questar Corporation.Significant Public Company Board Experience:In addition to serving on the Board of Hecla, has served on the board of QEP Resources, Inc. the past 6 years and as Chairman of the Board since 2012. Prior to serving on QEP’s board, Mr. Stanley served on the board of Questar Corporation for 8 years. He has served on the boards of various natural gas industry trade organizations, including the American Exploration and Production Council and America’s Natural Gas Alliance.Extensive Knowledge of the Company’s Business and Industry:Over 33 years’ experience in the international and domestic upstream and midstream oil and gas industry. He is a geologist with an extensive background in natural resources.Designations:Mr. Stanley received a Bachelor of Science degree in Geology in 1981, as well as a Master of Science degree in Geology in 1983 from Virginia Tech.2017 Proxy Statement17CORPORATE GOVERNANCE AND RELATED MATTERSwww.hecla-mining. com.www.hecla-mining.com. The charters of each committee spell out the committees’ roles and responsibilities assigned to each by the Board. In addition, the Board has establishedpoliciesestablished policies and procedures that address matters such as chief executive officer succession planning, transactions with related persons, risk oversight, communications with the Board by shareholders and other interested parties, as well as the independence and qualifications of our directors. This corporate governance section provides insights into how the Board has implemented these policies and procedures to benefit Hecla and our shareholders.20162018Hecla’swhowhich is responsible for the day-to-day operations and management of the Company. In carrying out its responsibilities, the Board reviews and assesses Hecla’s long-term strategy. During 2016,2018, there were fivesix meetings of the Board. Directors are expectedtoexpected 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 2016.2018. In 2016,2018, each director attended over 95%100% of the meetings of the Board and the committees of which they are a member.Our management is responsible for identifying and reviewing risks facing the Company, including, without limitation, strategic, operational, financial, compensation and regulatory risks, and meets regularly as part of such responsibility to review and discuss the Company’s risk exposure. Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoringoverseeing Hecla’s risk management practices related to our business strategies and assessingoperations. In performing this oversight role, our Board is responsible for ensuring that the risk management processes designed and implemented by management are functioning, 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. These risks may include reserves, human resources, operational, financial, political, legal and reputationalregulatory compliance , information technology, and others related to the manner in which we do business. Our management is accountable for day-to-day risk exposure. management efforts. Employees who lead various risk area report periodically to Board committees and occasionally to our full Board. and its committees periodically receive risk management updates through business reports from management provided at meetingsand management:
8 the Board or its committees throughout the year. ContentsThe Audit Committee is responsible for considering and discussing major financial risk exposures (including financial statements, financial systems, the financialreporting process, compliance and auditing) and the steps management has taken to monitor and control these exposures. The committee regularly reviews and monitors compliance with securities and financial regulations, in addition to overseeing the audit work performed on behalf of the Company in the area of internal audit for compliance with the Sarbanes-Oxley Act. The committee meets at least quarterly to review the major financial risk exposures in connection with various matters, including the filing of quarterly reports with the SEC.The Governance Committee monitors the effectiveness of the Company’s Corporate Governance Guidelines and other corporate governance matters.The Compensation Committee assesses and monitors whether any of the Company’s executive compensation policies and programs have the potential to encourage excessive risk-taking. In 2016, with the assistance of Mercer (US) Inc. (“Mercer”), (a compensation consulting firm engaged by the committee, which is a wholly owned subsidiary of Marsh & McLennan Companies, Inc.), the committee assessed the Company’s compensation arrangements to determine if their provisions and operation create undesired or unintentional risks of a material nature.18www.hecla-mining.comCORPORATE GOVERNANCE AND RELATED MATTERSThe committee found that our compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole.The Health, Safety, Environmental and Technical Committee oversees the operational, reserve, and other technical risks, environment, health and safety compliance of the Company, as well as risks relating to public policy initiatives.●the director is, or has been, within the last three years, our employee, or an immediate family member 62is, or has been within the last three years, an executive officer;73●the director or an immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than director and committee fees and pension and other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); ●the director is: (i) a current partner or employee of a firm that is our internal or external auditor; (ii) the director has an immediate family member who is a current partner of a firm that is our internal or external auditor and who personally works on the Company’s audit; (iii) the director has an immediate family member who is a current employee of a firm that is our internal or external auditor and who personally works on the Company’s audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of a firm that is our internal or external auditor and personally worked on our audit within that time; ●the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or ●the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three calendar years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. 2017.2019. During this review, the committee considered transactions and relationships between each director or any member of his immediate family and Hecla and our subsidiaries and affiliates, including relationships described below and any reported on page 2514 underCertain Relationships and Related Transactions. The 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,6An “immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.7The term “executive officer” has the same meaning specified for the term “officer” in Rule 16a-1(f) under the Exchange Act, or any successor rule.2017 Proxy Statement19CORPORATE GOVERNANCE AND RELATED MATTERSTed Crumley Stephen F. Ralbovsky Catherine J. Boggs Terry V. Rogers George R. Johnson Charles B. Stanley George R. Nethercutt, Jr. Dr. Anthony P. Taylor9 serveserved as members of the board of directors of QEP Resources, Inc., of whichuntil Mr. Stanley is also the chief executive officer.Stanley’s retirement in January 2019. The committee reviewed this relationship with the Board, and the Board made the affirmative decision that this relationship did not disqualify Mr. Stanley from being independent. Neither Mr. Baker nor Mr. Stanley servesserved on the Compensation Committee of either Hecla or QEP Resources, Inc.In December 2016, the Governance Committee recommended, and the Board approved, amending ourOur Bylaws and Corporate Governance Guidelines to provide that directors will not be nominated for re-election after their 75thbirthday. Prior to this amendment, the age was 72.2016,2018, the average age of members of our Board was approximately 67 and the average tenure of our Board was approximately 10 years. With the addition of one new member to the Board in January 2017, and the retirement of Dr. Taylor in May 2017, the average age of members of our Board will be approximately 65 and the average tenure of our Board will be approximately 811 years.Ifwithindependentwith 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, serving as a liaison between independent directors and the CEO with respect to sensitive issues, and other matters. Executive sessions of independent directors are included on the agenda for every regularly scheduled Board meeting and during 2016,2018, 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.20www.hecla-mining.comn discuss developments in our business and provide transparency and insight about our strategy and performance; and n assess issues that may affect our business, corporate responsibility and governance practices. 10 CORPORATE GOVERNANCE AND RELATED MATTERSEach
As partOur Board and committee evaluations cover the following topics:n Board and committee composition, including skills, background and experience; n Review of key areas of focus for the Board and committees, and effectiveness in overseeing those responsibilities; n Satisfaction of director performance, including that of the Board chair; n Board and committee information needs, and quality of materials presented; n Areas where the Board should increase its focus; n Satisfaction with the Board and committee schedules, agendas, time allocated for topics and encouragement of open communication and discussion; n Access to management, experts and internal and external resources; n Oversight of financial reporting process and internal control procedures; n Ethics and compliance; n Company’s strategic direction and annual operating plan; n Succession planning; n Selection and evaluation process of Board candidates; and n Understanding risks. 
11 Corporate Governance and Directors Nominating;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 charters of each committee (other than Executive) committee are available on the Company’s websiteat http:our website athttps://www.hecla-mining.com under “Investors” by selecting “Corporate Governance.” You may also obtain copies of these charters by contacting the Company’s Investor Relations Department. The members of the Board onas of the date of this Proxy Statement, and the committees of the Board on which they serve, are identified below, along with the number of meetings held in 2016.2018.Executive Committee Members Functions of the Committee Meetings Meetings
in 20162018
Ted Crumley
Terry V. Rogers●nempowered 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 BoardNone*None 1, 2, 3(1),(2),(3)Functions of the Committee Meetings
in 20162018
George R. Johnson
Charles B. Stanley ChairTerry V. RogersGeorge R. JohnsonStephen F. Ralbovsky
Catherine J. Boggs4●nassist the Board in fulfilling its oversight responsibilities●nreview the integrity of our financial statements●nreview the independent auditor’s qualifications and independence●nreview the performance of our internal auditor and the independent auditor●nreview our compliance with laws and regulations, including disclosure controls and procedures●nreview the financial risks the “Report of the Audit Committee” on page 31256 6 Compensation CommitteeMembers 2(2)Functions of the Committee Meetings
in 20162018
Ted Crumley
George R. Nethercutt, Jr., ChairTed CrumleyTerry V. RogersDr. Anthony P. Taylor●napprove the compensation design●nadminister our stock-based plans●nplease refer to the “Compensation Discussion and Analysis” on page 33275 *The Executive Committee did act by Unanimous Consent In lieu of Meeting once in 2016.2017 Proxy Statement21CORPORATE GOVERNANCE AND RELATED MATTERSCorporate Governance and DirectorsNominating Committee Members2(2)Functions of the Committee Meetings
in 20162018Dr. Anthony P. Taylor, Chair
George R. Nethercutt, Jr., Chair
Charles B. Stanley
Stephen F. Ralbovsky
Catherine J. Boggs4●nconsider matters of corporate governance●nperiodically review our Corporate Governance Guidelines, Code of Business Conduct, and Ethics, and other corporate procedures to ensure compliance with laws and regulations●nreview any director candidates, including those nominated or recommended by shareholders●nidentify individuals qualified to become directors consistent with criteria approved by the Board●nrecommend 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●nreview the appropriateness of the size of the Board relative to its various responsibilities●nrecommend committee assignments and committee chairpersons for the standing committees for consideration by the Board4 3 12 Health, Safety,
Environmental and TechnicalTechnical Committee MembersFunctions of the Committee Meetings
in 20162018
Terry V. Rogers ChairCharles B. StanleyStephen F. RalbovskyDr. Anthony P. Taylor
George R. Johnson●nreview the operational and exploration performance●nreview the operational, reserve and other technical risks●nreview and monitor health, safety and environmental policies●nreview the implementation and effectiveness of compliance systems●nreview the effectiveness of health, safety and environmental policies, systems and monitoring processes●nreview audit results and updates from management with respect to health, safety and environmental performance4 ●nreview emerging health, safety and environmental trends in legislation and proposed regulations affecting the Company●nreview the technical activities of the Company●nmake recommendations to the Board concerning the advisability of proceeding with the exploration, development, acquisition or divestiture of mineral properties and/or operations41(1)The Board has determined that each of the members of the Audit Committee is financially literate and Messrs. Stanley, RogersRalbovsky and RalbovskyStanley each qualify as an audit committee “financial expert” as defined by SECSecurities and Exchange Commission (“SEC”) rules.2(2)Each member of the Audit, Compensation, and Corporate Governance and Directors Nominating Committee satisfies the definition of “independent director” as established in the NYSE listing standards and SEC rules.3(3)No members on the Audit Committee serve on the audit committee of any other public companies. 4Ms. Boggs was appointed to these committees effective January 1, 2017.22www.hecla-mining.comCORPORATE GOVERNANCE AND RELATED MATTERSratherthanrather than requiring every director to possess the same skills, perspective, and interests. This guideline is implemented by seeking to identify candidates who bring diverse skill sets, backgrounds, and experiences, including ethnic and gender diversity, to the Board when director candidates are needed.theattentionthe 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 http://www.hecla-mining.com under the tab entitled “Investors” and then select the tab entitled “Corporate Governance” for any changes in this process.As part of the annual report, theThe committee may also addressaddresses 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.make a formalcommunicate with the committee regularly regarding succession planning presentation to the Compensation Committee annually.planning. The Compensation Committeecommittee 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 2016, the Compensation Committee conducted a full executive talent review of all NEOs, with an emphasis on CEO succession. In connection with that review, the Compensation Committee identified potential successors to the CEO.theour succession review,reviews, management also reviewedreviews potential successors for the top management roles across Hecla. In connection with that review, we concluded that “ready now” potential successors exist for approximately one-third of those roles, which represents an increase in the level of readiness of our talent compared to previous years. We created development plans for the potential successors who were identified as being ready in one to two years or three to five years. In 2016, those potential successors were sent to specific leadership classes and seminars for further training.also provideprovides 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.2017 Proxy Statement23CORPORATE GOVERNANCE AND RELATED MATTERS●Corporate Governance Guidelines; ●Whistleblower Policy; ●Charters of the Audit, Compensation, Corporate Governance, and Directors Nominating and Health, Safety, Environmental and Technical Committees of the Board;●Code of Ethics for our Chief Executive Officer and Senior Financial Officers; and ●Code of Business Conduct and Ethics for Directors, Officers and Employees.Conduct.13 December 2016, the Governance Committee and the Board amended the Corporate Governance Guidelines to improve its clarity and functionality, including with respect to the Company’s evolving practices and policies, and to amend the director’s retirement age from 72 years to 75 years.In February 2017, the Governance Committee recommended and the Board approved further 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 Governance Committee.committee. The Governance Committeecommittee will recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. In determining whether to recommend that the Board accept any resignation offer, the committee will be entitled to consider all factors believed relevant by the Governance Committee’s members.it. The Board will act on the Governance Committee’scommittee’s recommendation within ninety (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 Governance Committeecommittee and any additional information and factors that the Board believes to befinds relevant. If the Board accepts a director’s resignation offer pursuant to this process, the Governance Committeecommittee 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 Governance Committeecommittee 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. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, shall fill any resulting vacancy or decrease the size of the Board.Business Conduct and Ethicscommunity,communities and dedication from our employees. Our directors, officers and employees are required to abide by our Code of Business Conduct and Ethics to promote the conduct of our business in a consistently legal and ethical manner. Our Code of Business Conduct and Ethics coversmanycovers 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 Business Conduct and Ethics 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.24www.hecla-mining.comCORPORATE GOVERNANCE AND RELATED MATTERSBusiness Conduct, and Ethics, and to allow for the confidential and anonymous submission by employees of concerns regarding possible violations of the Code of Business Conduct and Ethics.Conduct. Our employees may submit any concerns regarding apparent violations of the Code of Business Conduct andEthics to their supervisor, our General Counsel, the Chair of the Governance Committee, or through an anonymous telephone hotline.In February 2017, the Governance Committee recommended and the Board approved certain amendments to the Code of Business Conduct and Ethics.hotline.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.WeBusiness Conduct, and Ethics, employees and directors have a duty to report any potential conflicts of interest to the appropriate level of management or to the Governance Committee. We evaluate these quarterly reports along with responses to our annual director and officer questionnaires for any indication of possible related party transactions. Our legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related party transactions. If a transaction is deemed by us to be a related party transaction, the information regarding the transaction is discussed with the Board. As required under the SEC rules, transactions that are determined to be directly or indirectly material to Hecla or a related party are disclosed in our Proxy Statement.“Foundation”“HCF”). We have made and intend to continue to make charitable contributions tothe Foundation,, which in turn has provided and intends to continue to provide grants to other organizations for charitable and educational purposes. Mr. James A. Sabala (our former Senior Vice President and Chief Financial Officer) served as a director of the Foundation until his retirement in June 2016. Mr.Messrs. Phillips S. Baker, Jr. and Dr. Dean W.A. McDonald (our Chief Executive Officer and our Senior Vice President – Exploration, respectively) serve as directors of the Foundation,HCF, and Luther J. Russell (our Vice President – External Affairs) serves as President and as a director of the Foundation.HCF. In December 2007, our Board approved a contribution of 550,000 shares of our common stock to the Foundation.HCF. Since 2007, the FoundationHCF has sold 279,860 shares of our common stock. Cash contributions totaling $2.0 million and $1.5 million were made by the Company to the FoundationHCF during 2011 and 2010, respectively. The funds from the sale of the shares and the additional cash were put into various investment accounts. The FoundationHCF is currently operating in a self-sufficient manner. The CompanyWe gave no additional funds to the FoundationHCF during 2016.2018. The FoundationHCF holds 270,140 shares of our common stock as of December 31, 2016.2018. The value of those shares based on the closing price of our common stock on the NYSE on December 30, 201631, 2018 ($5.24)2.36), was $1,415,534.$637,530. In 2016,2018, the FoundationHCF gave $433,530$356,736 in donations.2016,2018, we did not make any contribution to any charitable organization, of which a director served as an executive officer, which exceeded the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues.14 2017 Proxy Statement25
15 COMPENSATION OF NON-MANAGEMENT DIRECTORSDescription of Skills, Core Competencies and Attributes16 Director Qualifications
and ExperienceBaker Boggs Crumley Johnson Nethercutt Ralbovsky Rogers Stanley Audit Committee Financial Expert o o n o o n n n Board Service on Public Companies n o o n n o n n CEO and Company Administration n n n n o n n n Corporate Governance & Responsibility n n n n n n n n Finance n n n n o n n n Geology, Mining and Engineering o o o n o o n n Industry and Mining n n n n n n n n Industry Association Participation n n o n o n n n International Business n n n n n n n n Senior Leadership n n n n o n n n Legal and Compliance n n n n n n o o Reputation in the Industry n n o n o n n n Risk Management n n n n n n n n Strategic Planning, Business Development, Business Operations n n n n n n n n 17 PROPOSAL 1 Election of Class III Directors Ted Crumley 
Former Executive Vice President
and Chief Financial Officer
OfficeMax Incorporated18 Terry V. Rogers, C. Dir., H.R.C.C.C. 
Former Senior Vice President
and Chief Operating Officer
Cameco CorporationCharles B. Stanley 
Former Chief Executive Officer, President
and Chairman of the Board
QEP Resources, Inc.19 
The Board recommends that shareholders vote “FOR” the election of Ted Crumley, Terry V. Rogers and Charles B. Stanley. Phillips S. Baker, Jr. 
President and Chief
Executive OfficerGeorge R. Johnson 
Former Senior Vice President of
Operations with B2Gold Corporation20 George R. Nethercutt, Jr. 
Chairman of The George Nethercutt
FoundationStephen F. Ralbovsky 
Founder and Principal of
Wolf Sky Consulting LLC21 Catherine “Cassie” J. Boggs 
Former General Counsel at Resource
Capital Fundsmembers, and aligns with its philosophy toward executive compensation – with a higher proportion of compensation in equity.members. It consists of a combination of cash retainers and equity awards.committeeCompensation Committee periodically engages its independent compensation consultant to benchmark director compensation against the Company-selecteda peer group, which is the same group of companies the committee uses to benchmark executive compensation (see page 3830 for a list of these companies). When considering non-management director compensation for calendar year 2016,2018, the committee reviewed and considered the results of a benchmarking report prepared by the committee’s independent compensation consultant. The report reviewed the Company’s calendar year annual cashretainers, feescash retainers for our Board members, our chairman of the board, and each committee chairmanships, andchair, as well as the annualizedannual present value of equity compensation, forand compared the Company-selectedtotal compensation paid to our non-management directors against the reported compensation of the boards of the peer group (primarily based on reported calendar year 2015 compensation or calendar year 2016 compensation, if disclosed).companies. The following discussion of compensation applies only to our non-management directors, and does not apply to Mr. Baker who, as an employee of the Company, is compensated as an executive officer and does not receive additional compensation for his service as a director.2016 Compensation Changes for Non-Management DirectorsDue to In July 2018, the low prices of metals in 2015, effective January 1, 2016, the Compensation Committeecommittee recommended, and the Board approved a 10% reduction in the annual cash compensation paidfollowing changes to non-management directors in 2016.director compensation:In June 2016, the Compensation Committee recommended, and the Board approved an increase in the annual cash retainer for each non-management member of the Health, Safety, Environmental and Technical Committeefrom $8,000 to $12,000 annually. In addition, the annual cash retainer for the committee chair of the Health, Safety, Environmental and Technical Committee was increased from $8,000 to $12,000. The increase was due to the committee’s recent increased responsibilities in monitoring (i) health, safety and environmental policies, (ii) compliance systems, (iii) safety audit results, and (iv) emerging health, safety and environmental trends in legislation and proposed regulations affecting the Company.• increased the board retainer from $66,000 to $98,000; • eliminated committee retainers for individual members, but kept the retainer the same for committee chairs; • increased the chairman of the board retainer from $90,000 to $120,000; and • increased the amount of equity to the directors from $100,000 to $120,000 (see discussion on Equity Compensation following this table). 22 26www.hecla-mining.comCOMPENSATION OF NON-MANAGEMENT DIRECTORSCompensation Element Value1 Annual Board Retainer $ 66,000 Annual Board Chairman Retainer $ 90,000 $ 12,000 $ 12,000 $ 8,000 $ 8,000 Annual Equity $ 100,000 1The value of the cash retainers listed does not reflect the 10% reduction taken in 2016 by the non-management directors. See the table entitledNon-Management Director Compensation for 2016on page 28, for the amounts received in 2016, which reflect the 10% reduction.Compensation Element Current Value Annual Board Retainer $ 66,000 $ 98,000 Annual Board Chairman Retainer $ 90,000 $ 120,000 Annual Committee Retainer for: $ 12,000 $ 0 n Health, Safety, Environmental & Technical Committee n Audit Committee n Compensation Committee Annual Committee Chairman Retainer for: $ 12,000 $ 12,000 n Health, Safety, Environmental & Technical Committee n Audit Committee n Compensation Committee Annual Committee Retainer for: $ 8,000 $ 0 n Governance Committee n Executive Committee Annual Committee Chairman Retainer for: $ 8,000 $ 8,000 n Governance Committee Annual Equity $ 100,000 $ 120,000 The non-management directors do not receive stock options, non-equity incentive plan compensation, or any other compensation, except as described herein.In March 1995, we adoptedwhich became effective following shareholder approval on May 5, 1995. The plan was amended July 18, 2002, February 25, 2004, May 6, 2005, December 10, 2007, and May 24, 2012.(“Director Stock Plan”). The plan is currently scheduled to terminate July 17, 2017,on May 15, 2027 and is subject to termination by the Board at any time (see Proposal 5, beginning on page 77 for a description of the proposal to amend and restate the plan).time. Pursuant to the current plan, on Maybefore September 30 of each year, each non-management director is credited with a number of shares determined by dividing $24,000the annual retainer payable to each non-management director for service on the Board for the applicable year by the average closing price for Hecla’s common stock on the NYSE for the prior calendar year (the “Stock Retainer”). A minimum of 25% of the annual stock retainer under the Director Stock Plan is contributed to a grantor trust established by the Company. Each director may elect, prior to the first day of the applicable year, to have a greater percentage contributed to the grantor trust for that year. The remaining portion of the stock retainer will be transferred to the non-management director as soon as practicable.MaySeptember 30 of any year arewill be credited with a pro rata numbergrant of shares based upon the datewhen they join the Board. TheseA minimum of 25% of their stock retainer for that year will be contributed to the trust. Each director may elect, within 30 days after becoming a participant in the Director Stock Plan, to have a greater percentage contributed to the grantor trust for that year. The remaining portion will be transferred to these directors as soon as practicable after they become members of the Board. are held in athe grantor trust the assets of which are subject to the claims of our creditors until delivered under the terms of the plan.Director Stock Plan. Delivery of the shares from the trust occurs upon the earliest of: (i) death or disability; (ii) retirement from the Board; (iii) a cessation of the director’s service for any other reason; (iv) a change in control of the Company (as defined in the plan)Director Stock Plan); or (v) at the election ofa time elected by the director, at any time, provided, however,except that shares must be held in the trust for at least two years prior to delivery. Subject to certain restrictions, directors may elect delivery of the shares on such date or in annual installments thereafter over 5, 10 or 15 years. The maximum number of shares of common stock which may be credited pursuant to the plan is 1,000,000. As of December 31, 2016,2018, there were 438,4593,120,707 shares remaining available for issuance under the plan.Director Stock Plan.In February 2010, we adopted the 2010 Stock Incentive Plan for executive officers, employees, directors, and certain consultants, which was approved by shareholders in June 2010, and became effective on August 25, 2010. Pursuant to the 2010 Stock Incentive Plan, directors may be awarded grants of stock options, restricted stock units, restricted stock, or stock. The Board receives an additional award of $76,000 in common stock under the 2010 Stock Incentive Plan as part of their compensation. In 2016, the Compensation Committee recommended and the Board approved the award of 17,273 shares of common stock under the 2010 Stock Incentive Plan to each non-management director.2017 Proxy Statement27COMPENSATION OF NON-MANAGEMENT DIRECTORSAs described more fully on the previous page, theThe following chart summarizes the annual cash and equity compensation for our non-management directors during 2016.2018.20162018Fees Director Annual
Retainer
($) Committee
Meeting
Fees
($) Committee
Chairman
Fees
($)
Paid in
Cash
($) Stock
Awards1
($)
Compensation2
($) Total
($)Ted Crumley, Chairman 140,400 20,700 0 161,100 37,376 3 76,001 4 0 274,477 George R. Johnson 49,500 16,800 0 66,300 37,376 3 76,001 4 5,427 5 7,500 192,604 George R. Nethercutt, Jr. 59,400 18,000 10,800 88,200 37,376 3 76,001 4 0 201,577 Stephen F. Ralbovsky 49,500 15,000 0 64,500 37,376 3 76,001 4 5,427 5 0 183,304 Terry V. Rogers 59,400 36,900 9,000 105,300 37,376 3 76,001 4 3,750 222,427 Charles B. Stanley 59,400 27,000 10,800 97,200 37,376 3 76,001 4 0 210,577 Dr. Anthony P. Taylor 59,400 27,000 7,200 93,600 37,376 3 76,001 4 0 206,977 Director Fees Earned or
Paid in Cash
($) Stock
Awards(1)
($) All Other
Compensation(2)
($) Total
($)Catherine J. Boggs 98,000 84,740 (3) 0 182,740 Ted Crumley, Chairman 197,000 84,740 (3) 0 281,740 George R. Johnson 94,000 84,740 (3) 7,500 186,240 George R. Nethercutt, Jr. 100,000 84,740 (3) 0 184,740 Stephen F. Ralbovsky 110,000 84,740 (3) 0 194,740 Terry V. Rogers 110,000 84,740 (3) 3,750 198,490 Charles B. Stanley 110,000 84,740 (3) 0 194,740 1(1)The amounts shown in this column represent the aggregate grant date fair value computed in accordance with FASBFinancial Accounting Standards Board ASC Topic 718. For a description of the assumptions used in valuing the awards please see Note 910 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2018.2(2)Amounts in this column reflect matching contributions under the Company’s charitable matching gift program. 3(3)On May 31, 2016,July 9, 2018, each non-management director received 9,20623,090 shares of our common stock under the terms of the Director Stock Plan for Nonemployee Directors. Based on our closing stock price on the NYSE on May 31, 2016 ($4.06), the grant date fair value for each grant of 9,206 shares credited to Messrs. Crumley, Johnson, Nethercutt, Ralbovsky, Rogers, Stanley and Taylor on May 31, 2016, was $37,376. (The amounts do not reflect the actual amounts that may be realized by the directors.)4On June 7, 2016, each non-management director received 17,273 shares of our common stock under the terms of the 2010 Stock Incentive Plan. Based on our closing stock price on the NYSE on June 7, 2016July 9, 2018 ($4.40)3.67), the grant date fair value for each grant of 17,27323,090 shares credited to Messrs. Crumley, Johnson, Nethercutt, Ralbovsky, Rogers, Stanley and Taylor on June 7, 2016, was $76,001. (The amounts do$84,740. (This amount does not reflect the actual amountsamount that may be realized by the directors.)5On March 3, 2016, Messrs. Johnson and Ralbovsky were awarded 2,010 prorated shares of our common stock under the terms of the Stock Plan for Nonemployee Directors. Based on our closing stock price on the NYSE on March 3, 2016 ($2.70), the grant date fair value for each grant of 2,010 shares credited to Messrs. Johnson and Ralbovsky on March 3, 2016, was $5,427. (The amounts do not reflect the actual amounts that may be realized by the directors.)director).23 28www.hecla-mining.comCOMPENSATION OF NON-MANAGEMENT DIRECTORS2017 Compensation Changes for Non-Management DirectorsEffective January 1, 2017, the Compensation Committee recommended and the Board approved the reinstatement of the annual cash compensation paid to non-management directors to its full value as described under “Components of Non-Management Director Compensation” on page 27.At the Annual Meeting, we are asking our shareholders to approve an amendment and restatement of the HeclaMining Company Stock Plan for Nonemployee Directors (“Director Stock Plan”). If approved by shareholders, this will eliminate non-management director participation in the 2010 Stock Incentive Plan, and all stock awards will be solely awarded under the Director Stock Plan, beginning in 2017. See page 77 for a full description of the Director Stock Plan.samebasissame basis as Company employees, to participate in the Company’s matching gift program, pursuant to which the Hecla Charitable Foundation matches contributions made to qualifying nonprofit organizations. Beyond these items, no other cash compensation was paid to any non-management director.2017 Proxy Statement29PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20172017.2019. BDO has been retained in that capacity since 2001. The committee is aware that a long-tenured auditor may be believed by some to pose an independence risk. To address these concerns, ourthe committee:●reviews all non-audit services and engagements provided by BDO, specifically with regard to the impact on the firm’s independence; ●conducts a quarterly assessment of BDO’s service quality, and its working relationship with our management; ●conducts regular private meetings separately with each of BDO and our management; ●interviews and approves the selection of BDO’s new lead engagement partner with each rotation; and ●at least annually obtains and reviews a report from BDO describing all relationships between the independent auditor and Hecla. itsour shareholders.the Company’sour independent registered public accounting firm, and as a matter of good governance practice. In the event that our shareholders fail to ratify the appointment, it will be considered as a direction to the Board and to the committee to consider the appointment of a different firm. Even if the appointment is ratified, the committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interest of the Company and our shareholders.are expected towill be present at the Annual Meeting with the opportunity to make statements and respond to appropriate questions from shareholders present at the meeting.
The Audit Committee and Board recommend that shareholders vote “FOR”“FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2017.2019.24 30www.hecla-mining.comPROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’SINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017The committee’s principal functions are to assist the Board in fulfilling its oversight responsibilities, and to specifically review: (i) the integrity of our financial statements; (ii) the independent auditor’s qualifications and independence; (iii) the performance of our internal auditor and the independent auditor; and (iv) our compliance with laws and regulations, including disclosure controls and procedures. During 2016, the committee worked with management, our internal auditor and our independent auditor to address Sarbanes-Oxley Section 404 internal control requirements. The committee met six times in 2016.Pre-Approval Processacts underis responsible for reviewing and, if appropriate, pre-approving all audit, audit-related and non-audit services to be performed by our independent registered public accounting firm. The committee charter authorizes the committee to establish a written charter as amended on December 4, 2016. You may obtain a copypolicy and related procedures regarding the pre-approval of audit, audit-related and non-audit services to be performed by our independent registered public accounting firm.chartercommittee, who is authorized to pre-approve services to be performed by our independent registered public accounting firm and the compensation to be paid for such services until the next regularly-scheduled meeting of the committee, provided that in such case the “Investors” section of http://www.hecla-mining.com under “Corporate Governance.”In performing its functions, the Audit Committee:●met with our internal auditor and independent registered public accounting firm, with and without management present, to discuss the overall scope and plans for their respective audits, the results of their examinations and their evaluations of Hecla’s internal controls;●reviewed and discussed with management the audited financial statements included in our Annual Report;●discussed with our independent registered public accounting firm the matters required to be discussed by the applicable Public Company Accounting Oversight Board (“PCAOB”) standards; and●received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered accountant’s communication with the Audit Committee concerning independence, and discussed with them matters relating to their independence.Based on the review and discussions described in thisChair shall provide a report and subject to the limitations oncommittee at its next regularly-scheduled meeting of any services and compensation approved by the role and responsibilities ofChair pursuant to the Audit Committee referreddelegated authority. On a periodic basis, management reports to above and in the Audit Committee Charter, the committee recommendedthe actual spending for projects and services compared to the Board thatapproved amounts. In addition, the audited financial statements be included in our Annual Report on Form 10-K forcommittee has delegated authority to grant certain pre-approvals to the calendar year ended December 31, 2016, for filing with the SEC.committee chair.Respectfully submitted byThe Audit Committee of theBoard of DirectorsCharles B. Stanley, ChairmanTerry V. RogersStephen F. RalbovskyGeorge R. JohnsonCatherine J. Boggs2017 Proxy Statement31PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’SINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017Non-AuditNon-Audit Fees20152017 and December 31, 2016,2018, and fees for other services rendered by BDO during those periods. 2016 2015 Audit Fees1 $ 762,425 $ 698,500 Audit Related Fees2 87,000 87,000 Tax Fees3 — 3,600 All Other Fees — — Total $ 849,425 $ 789,100 2018 2017 Audit Fees(1) $ 979,640 $ 894,550 Audit Related Fees(2) 91,000 87,000 Tax Fees(3) 23,000 — All Other Fees — — Total $ 1,093,640 $ 981,550 1(1)Relates to services rendered in connection with the annual audit of our consolidated financial statements, quarterly reviews of financial statements included in our quarterly report on Form 10-Q, and fees related to the registration of securities with the SEC.SEC, the attempted proposed refinancing in the second quarter of 2018 and the second quarter of 2017, and filings associated with the acquisition of Klondex Mines Ltd.2(2)Consisted principally of fees for audits of financial statements of employee benefit plans. 3(3)Consisted of fees for tax consultation and tax compliance services, tax planning and miscellaneous tax research.assistance in preparation of the Scientific Research & Experimental Development Tax Credits Application of Hecla Quebec (one of our subsidiaries) for its 2016 fiscal year, submitted to Revenue Canada.committee’s current practice requires pre-approvalcommittee acts under a written charter as amended on February 20, 2019. You may obtain a copy of all audit servicesthe charter in the “Investors” section ofhttp://www.hecla-mining.com under “Corporate Governance.”permissible non-audit services to be provided bydiscussed with management and the independent registered public accounting firm. The committee reviews each non-audit servicefirm the company’s audited financial statements for the fiscal year ended December 1, 2018; (2) discussed with the Company’s independent registered public accounting firm the matters required to be provideddiscussed by the Public Accounting Company Oversight Board (the “PCAOB”) Audit Standard No. 1301,Communications with Audit Committees; (3) received the written disclosures and assesses the impactletter from the Company’s independent registered public accounting firm required by the applicable requirements of the service onPCAOB regarding the independent accountant’s communications with the committee regarding independence; and (4) discussed with the Company’s independent registered public accounting firm any relationships that may impact its objectivity and independence and satisfied itself as to the firm’s independence. On a periodic basis, managementreports toDuring 2018, the committee regardingworked with management, our internal auditor and our independent auditor to address Sarbanes-Oxley Section 404 internal control requirements. The committee met six times in 2018.actual spendingassessment and determination of risks associated with the Company’s business, financial reporting, operations and contractual obligations. The committee, together with the Board of Directors, is responsible for projects and services compared tooversight of the approved amounts. In addition,Company’s management of risks. As part of its responsibilities for oversight of the Company’s management of risks, the committee has delegated authorityreviewed and discussed the Company’s enterprise-wide risk assessment, and the Company’s policies with respect to grant certain pre-approvalsrisk assessment and risk management, including discussions of individual risk areas as well as an annual summary of the overall process.committee chair. Pre-approvals grantedBoard that the audited consolidated financial statements for the fiscal year ended December 31, 2018 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and filed with the SEC.25
The Audit Committee of the
Board of Directors
Catherine J. Boggs
George R. Johnson
Charles B. StanleyPROPOSAL 3 Approval, on an Advisory Basis, of Our Executive Compensation committee chairCompany in order to maintain and increase shareholder value. The Company seeks to provide executive compensation that is competitive with that provided by companies in our peer group within the mining industry. The Company also seeks to provide both near-term and long-term financial incentives to our executives that reward them for good performance and achieving financial results and strategic objectives that are reportedexpected to contribute to increased long-term shareholder value.ü a majority of our executives’ target direct compensation is at-risk and requires measurable performance; ü exercised discretion to reduce the payout of NEOs below the Company performance rating due primarily to share performance; ü payout of incentive awards for the CEO were lower compared to other years; 26 ü our CEO did not earn his performance-based shares that vested on December 31, 2018 for failure of the Company’s TSR to be above the 50th percentile of its peer group; and ü changed the 2019-2021 LTIP to more closely align payout with share performance by making TSR a positive or negative multiplier of performance depending on relative share performance, while capping payouts at target if absolute returns are negative. full committeeextent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.its next regularly scheduled meeting.the 2019 Annual Meeting:32www.hecla-mining.comContentsa 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 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.COMPENSATION DISCUSSION AND ANALYSISThe Board recommends that you vote “FOR” approval of the compensation of our NEOs. orequity)or equity), equity awards, a deferred compensation plan and retirement benefits. ThisCompensation Discussion and Analysis (“CD&A”) provides information regarding our compensation objectives, the relationship between the components of our compensation program and our objectives and factors considered by the committee in establishing compensation levels for our NEOs. The NEOs who are discussed throughout this CD&A and in the compensation tables are:Name Age Principal Position Phillips S. Baker, Jr. 5759President and CEO Lindsay A. Hall 6163Senior Vice President and Chief Financial Officer Lawrence P. Radford 5658Senior Vice President – Operationsand Chief Operating OfficerDr. Dean W.A. McDonald 6062Senior Vice President – Exploration David C. SienkoRobert D. Brown4850Vice President – General CounselJames A. Sabala*62Former Senior Vice President and Chief Financial OfficerCorporate Development*Mr. Sabala retired in June 2016.an operating minemines in Quebec, Canada (Casa Berardi). and, more recently, Nevada. In July 2018, we acquired three large properties with a history of high-grade mineralization in Nevada (Midas, Fire Creek and Hollister), one of the most prolific gold mining jurisdictions in the world. We also produce lead and zinc. In addition to our diversified silver and gold operating and cash-flow mines,generating base, we have a number of exploration properties and pre-development projects in seven27 pre-developmentdevelopment program, we have generallyconsistently grown our reserve base for future production.production, with 2018 reserves totaling 191 million ounces of silver (65.4 million ounces proven and 125.6 ounces probable) and 2.8 million ounces of gold (0.6 million ounces proven and 2.2 million ounces probable).Our success in 2016 was the result of decisions taken over the past several years to invest in our business. The past three years have witnessed extraordinary volatility in the mining industry and for silver-focused companies in particular. Through the down-cycle we continued to build up our production capacity with the successful startup of the very profitable San Sebastian mine, the development of the open pit at Casa Berardi, and the construction of the #4 Shaft at Lucky Friday, which is now operational. We generated organic growth at a time when most of our peers were cutting their business and selling assets. While Hecla’s stock price is highly correlated with silver prices and not immune to industry trends, Hecla increased its value in 2016. Hecla’s Total Shareholder Return (“TSR”) significantly outperformed silver and key silver company indices and ended 2016 in the top quartile of our silver competitors.We believe this share price performance was a result of the operational and strategic improvements realized during the year as summarized in the following sections.arestrive to achieve excellent mine safety and health performance. We implement this goal by training employees in safe work practices; establishing, following and improving safety standards; investigating accidents, incidents and losses to avoid recurrence; involving employees in the establishment of safety standards; and participating in the National Mining Association’s CORESafety program. In 2016, we were proud to be the first hardrock minemining company to be certified under the National Mining Association’s CORESafety system. In 2018, the Casa Berardi Mine was the first international mine to receive certification under the CORESafety system. Because of our implementation of these safety standards, in 2018, we achieved an overall 28% reduction in the all injury frequency rate across all our operating mines.thecertain mining tasks allowingtasks. This automation allows the miners to move away from the mining face, and, in some cases, operate the machinery from surface, or have machinery that operates by itself. High speed wireless data transfer is beingIn 2017, we began work with a third-party equipment manufacturer to develop a remote vein miner (“RVM”), a disc-cutting, continuous-mining machine. We believe RVMs could be used to improve communication, monitoringeliminate the current drill-and-blast method and data collection. This information helps management make better decisions,increase safety and enables both tele-remote and autonomous equipment operation.productivity at the Lucky Friday Mine. We have begun introducing automated drilling, tele-remote mucking, automated hauling trucks and battery powered equipment inat some of our operations. Although mostly on a trial basis, we can see the benefits that this innovation brings and are excited for the potential transformation they will enable in the future. In addition, we have invested in mill improvements and other innovations that we expect will yield significant returns over the long-term for relatively modest investments.2017 Proxy Statement33TableOne of Contentsour biggest successes in 2018 was investing in exploration, which resulted in record silver, gold and lead reserves and near record zinc reserves. Our operating and strategic framework is based on expanding our production and locating and developing new resource potential. In 2018, we:COMPENSATION DISCUSSION AND ANALYSISn completed the acquisition of Klondex Mines Ltd. in July 2018, giving us ownership of two mills, operating mines and other mineral interests in northern Nevada; n achieved gold production that was the highest in our history, primarily as a result of higher throughput at Casa Berardi, continued production at San Sebastian, and the addition of our newly acquired Nevada operations; n completed underground development at our San Sebastian unit and ramped-up underground production; and n increased overall proven and probable reserves at December 31, 2018, with reserves for silver, gold, zinc and lead increasing by 8%, 26%, 11% and 5%, respectively, compared to their levels in 2017. The reserves for silver, gold and lead represent the highest levels in our history with, zinc reserves representing the second highest in our history. Throughout 2016 we aggressively reduced costs while continuing to focus on safety and sustainability. During the year, we delivered on our production targets, improved operational efficiencies and kept all key projects on target and on budget. We finished 2016 strongly, setting record silver and silver equivalent production for the year with the robust performance at all our mines, driving record sales and more than doubling EBITDA over the last year.2016, 20152018, 2017 and 2014.2016.As of and for the Year Ended December 31, Key Results 2016 2015 2014 Silver (ounces) produced 17,177,317 11,591,603 11,090,506 Gold (ounces) produced 233,929 189,327 186,997 Lead (tons) produced 42,472 39,965 40,255 Zinc (tons) produced 68,516 70,073 67,969 Sales of products $ 645,957 $ 443,567 $ 500,781 Net income (loss) $ 69,547 $ (86,968 ) $ 17,824 Basic income (loss) per common share $ 0.18 $ (0.23 ) $ 0.05 EBITDA8 $ 236,184 $ 107,316 $ 151,532 Cash from operating activities (in millions) $ 225.3 $ 106.4 $ 83.1 Cash, cash equivalents and short-term investments (in millions) $ 198.9 $ 155.2 $ 209.7 Our overall operating and financial results are more fully described inManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed with the SEC on February 23, 2017. Our 2016 results were strong relative to our 2015 results. In 2016, we achieved the following: As of and for the Year Ended December 31, Key Results 2018 2017 2016 Silver (ounces) produced 10,369,503 12,484,844 17,177,317 Gold (ounces) produced 262,103 232,684 233,929 Lead (tons) produced 20,091 22,733 42,472 Zinc (tons) produced 56,023 55,107 68,516 Silver-equivalent ounces produced4 43,638,249 40,907,867 46,085,184 Gold-equivalent ounces produced4 540,174 554,876 631,456 Sales of products (in thousands) $ 567,137 $ 577,775 $ 645,957 Net income (loss) (in thousands) $ (26,563) $ (28,520) $ 61,569 Basic income (loss) per common share $ (0.06) $ (0.07) $ 0.16 EBITDA5 (in thousands) $ 148,585 $ 156,922 $ 236,373 Cash from operating activities (in millions) $ 94.2 $ 115.9 $ 225.3 Cash, cash equivalents and short-term investments (in millions) $ 24.7 $ 219.9 $ 198.9 ●reported sales of $646.0 million, which was a new record4Silver and 29% higher than our previous record in 2014 despite lowergold equivalent production includes silver, gold, lead and zinc production converted to silver and gold ounces using average prices for all metals we produce compared to that year;each year.●silver equivalent production of 46.1 million ounces, the highest in the Company’s history;9●a 48% increase in silver production to 17.2 million ounces, a record, with cost of sales and other direct production costs and depreciation, depletion and amortization of $298.7 million, and cash cost after by-product credits per silver ounce of $3.10;105●a 24% increase in gold production to 233,929 ounces Company-wide, with 145,975 ounces produced at Casa Berardi with cost of sales and other direct production costs and depreciation, depletion and amortization of $155.7 million and cash cost, after by-product credits, per gold ounce of $764;10●net income of $69 million and Adjusted EBITDA of $264.6 million, a 179% and 127% increase compared to 2015;118Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is a measurement that is not in accordance with GAAP. EBITDA is used by management, and we believe is useful to investors, for evaluating our operational performance. A reconciliation of this non-GAAP measure to net income (loss), the most comparable GAAP measure, can be found in Appendix FH underReconciliation of Net (Loss) Income (Loss) (GAAP) to Earnings Before Interest, Taxes, Depreciation, and Amortization (non-GAAP) to Net Income (Loss) (GAAP)..28 n silver production of 10.4 million ounces and record gold production of 262,103 ounces; 92016 n silver equivalent calculation is based onproduction 43.6 million ounces or gold equivalent of 540,174 ounces;n reported sales of products of $567.1 million, which was the following prices: $17.10 (per oz.third highest in our history, after our record set in 2016 and the second highest in 2017, despite a strike at our Lucky Friday unit since March 2017;n cash flows from operations of $94.2 million; n cost of sales and other direct production costs and depreciation, depletion and amortization (“cost of sales”) forof $488.0 million compared to $425.3 million in 2017;n total cash cost, after by-product credits and all-in sustaining cost (“AISC”), after by-product credits, per silver $1,248 (per oz.)ounce of $1.08 and $11.44, respectively;6,7n record reserves for gold, $0.85 (per lb.) for lead,silver and $0.95 (per lb.) for zinc.lead; increases over 2017 of 26%, 8% and 5%, respectively; and10n 28% reduction on AIFR across all the operating mines. Company Annual Revenue(1)
($millions US)Market Cap(1)
($millions US)Total Assets(1)
($millions US)Corporate
LocationYamana Gold 1,804 2,963 8,763 Canada IAMGOLD Corporation 1,095 2,727 3,967 Canada Centerra Gold Inc. 1,199 1,496 2,772 Canada Pan American Silver Corporation 817 2,390 1,993 Canada Kirkland Lake Gold 747 3,216 1,486 Canada Tahoe Resources Inc. 734 1,501 3,081 United States Coeur Mining Inc. 710 1,557 1,701 United States Detour Gold Corporation 708 2,062 2,418 Canada B2Gold Corp. 639 3,054 2,685 Canada Alamos Gold Inc. 543 2,549 3,314 Canada SSR Mining 449 1,063 1,537 Canada Royal Gold, Inc. 441 5,380 3,029 United States Eldorado Gold 391 1,150 5,090 Canada New Gold Inc. 389 1,903 4,017 Canada First Majestic Silver Corp. 252 1,308 781 Canada Median 708 2,062 2,772 Hecla Mining Company 578 1,906 2,365 United States (1) In $US millions as of year-end 2017. 6 Cash cost, after by-product credits, per silver and gold ounce representsis a non-GAAP measurement, a reconciliation of which to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be foundis included in Appendix F underReconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP)H to Cash Cost, Before By-product Credits Per Silver/Gold Ounce and Cash Cost Per Silver/ Gold Ounce, After By-product Credits (non-GAAP).It is an important operating statistic that management utilizes to measure each mine’s operating performance. It also allows the benchmarking of performance of each mine versus those of our competitors. As a primary silver mining company, management also uses the statistic on an aggregate basis – aggregating the Greens Creek, Lucky Friday and San Sebastian mines – to compare performance with that of other primary silver mining companies. With regard to Casa Berardi, management uses cash cost,this Proxy Statement.7 AISC, after by-product credits, per gold ounce to compare its performance with other gold mines. The statistic is also useful in identifying acquisition and investment opportunities as it provides a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics. In addition, the Company may use it when formulating performance goals and targets under our incentive program.11Adjusted EBITDA is a non-GAAP measurement, a reconciliation of which to net income (loss),cost of sales and other direct production costs and depreciation, and depletion and amortization, the most comparable GAAP measure, can be foundis included in Appendix F under ReconciliationH to this Proxy Statement. AISC, after by product credits, includes cost of Net Income (Loss) (GAAP)sales and other direct production costs, expenses for reclamation and exploration at the mine sites, corporate exploration related to Adjusted EBITDA (non-GAAP) to Net Income (Loss) (GAAP). Adjusted EBITDAsustaining operations, and all site sustaining capital costs. AISC, after by-product credits, is a measure used by management to evaluate the Company’s operating performance but should not be considered an alternative tocalculated net income (loss), or cash provided by operating activities as those terms are defined by GAAP,of depreciation, depletion, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. In addition, the Company may use it when formulating performance goalsamortization and targets under our incentive program.by-product credits.29 34www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSIS●■achieved the above milestones while ending the year with a cash, cash equivalents and short-term investments balance of $198.9 million as of December 31, 2016, an increase of $43.7 million during the year;●■completed the #4 Shaft at Lucky Friday, the largest capital project in our history, which started in 2008;●■commenced development of the East Mine Crown Pillar (“EMCP”) open pit project at Casa Berardi, with processing of ore from EMCP that began in July 2016;●acquisition of Mines Management, Inc., giving us ownership of the Montanore project, a very large silver/copper project undergoing permitting in northwestern Montana;●the first hardrock mining company to receive independent certification under CORESafety;12 and●our stock price rose 177% in 2016.charts below showcommittee also received an analysis from Mercer comparing the change in our share price in 2016target total cash compensation (base salary plus target annual incentive) and in 2015 compared totarget total direct compensation (base salary plus target annual incentive plus the value of long-term target incentives) for each of the companiesNEOs against these benchmarks. For retention and competitive considerations, in comparison to the peer group data or survey data applicable to each NEO’s position, we target each NEO’s total cash compensation at the median level and the total target direct compensation at or above the median level and deliver compensation above or below these levels when warranted by performance.group.group and survey data.2016 Stock Price
2015 Stock PriceIn 2018, the committee also approved a separate peer group to be used specifically with regard to TSR. The TSR peer group is as follows:
12CORESafety is a partnership led by the members of the National Mining Association. It is an approach to mining safety and health to prevent accidents before they happen using a management system that involves leadership, management and assurance. Its objective is to have zero fatalities and a 50 percent reduction in mining’s injury rate within five years (0:50:5).2017 Proxy Statement35COMPENSATION DISCUSSION AND ANALYSISIAMGOLD CorporationYamana Gold Inc. Coeur Mining Inc. SSR Mining Inc. Tahoe Resources Inc. Alamos Gold Inc. Detour Gold Corporation First Majestic Silver Corp. Kirkland Lake Gold Ltd. Centerra Gold Pan American Silver Corporation Eldorado Gold B2Gold Corp. New Gold Inc. Shareholder OutreachThe Compensation Committee Process and 2016 Advisory Vote on Executivethe Role of Management and Compensation ConsultantsOver the last several years we have undertaken significant shareholder outreach efforts in an effort to elicit and understand the concerns of our shareholders. In response to shareholder concerns gleaned from our shareholder outreach, we made changes to our executive compensation program in 2014 and 2015, and we believe as a result of those changes, last year’s say-on-pay vote achieved 81% support. We believe that open dialogue with our shareholders and reflecting their feedback in our compensation decisions was critical to our success in achieving such a high percentage of support.In 2016, and in advance of our upcoming 2017 Annual Meeting, we continued to reach out to our shareholders. The purpose of these meetings was to gain feedback on the changes we made to our executive compensation in 2014 and 2015 and to discuss any further concerns. We held one-on-one discussions with shareholders holding over 50,000,000 shares of our common stock, and held a face-to-face discussion with one of the two major proxy advisory firms. During our discussions, all of the changes made to our compensation program in 2014 and 2015 were well-received. A common issue raised during our conversations was to see more pay-for-performance disclosure in our Proxy Statement under the terms of our Annual Incentive Plan (“AIP”). We are consistently trying to improve our compensation disclosures including with respect to pay-for-performance.Oversight and Determination of the Executive Compensation ProgramCompensation Committee. The committee, consisting entirely of independent members (Nethercutt,(Rogers, Crumley, RogersNethercutt and Taylor)Boggs), has primary responsibility for executive compensation decisions. The committee carries out its responsibilities under a charter approved by the Board. In 2014, the committee and the Board amended the committee’s charter to provide that theThe committee has the authority to approve all executive compensation, including our CEO’s (but not that of our independent directors, which remains decided by the full Board). The committee receives assistance from its independent executive compensation consultant, Mercer, and uses this information in making decisions and conducting its annual review of the Company’s executive compensation program. In 2018, with the assistance of Mercer, the committee assessed the Company’s compensation arrangements to determine if their provisions and operation create undesired or unintentional risks of a material nature. The committee found that our compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole.are both principals of Mercer, and includewere Tracy Bean, project manager, andwho was assisted by Raphael Katsman.Katsman, a principal of Mercer.February 8, 2016,January 19, 2018 between Mercer and the Compensation Committee,committee, below are the material aspects of the services the committeeaskedcommittee asked Mercer to perform with respect to executive compensation and related matters in 2016:2018:●n●30n ●n review last year’s peer group to determine if the included companies continue to be appropriate and if any additional companies should be considered for inclusion; ●n collect and analyze compensation data from the most recent proxy filings of the peer group and from the survey sources and summarize the market pay data by the 25th, 50thand 75thpercentile levels and compare Hecla’s executive compensation levels to the proxy and survey data separately;●n analyze the year-over-year change in compensation levels for Hecla compared to each market data source; ●n analyze Hecla’s long-term incentive and equity practices compared to peers; ●n prepare a report to the Compensation Committeecommittee summarizing their methodology, findings and overall recommendations;36www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSIS●nproxy statement;Proxy Statement; and●n provide ongoing advice and consultation throughout the year to assist the committee, including attendance at committee meetings, if needed. , Mercer assisted the committee in identifying the appropriate companies to be included in our peer group for executive and director compensation and pay practices, and in benchmarking our executive and director pay against the peer group.2016,2018, Mercer performed a competitive analysis and presented its findings and recommendations to the committee. The competitive analysis provided detailed comparative data for each executive officer position and assessed each component of pay, including base salary, short-annual and long-term incentives and total target compensation, as well as the mix of compensation among these pay elements. We compared this information to our executives’ compensation by similarity of position. The committee also reviewed our performance and carefully evaluated each executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, career with Hecla, current compensation arrangements and long-term potential.Hecla.TheHecla.The total amount of fees for executive compensation consulting services Mercer provided to the committee in 20162018 was $70,359.$61,067.During 2016, management hiredplans, including support under the Affordable Care Act. The total amount of fees for these additional consulting services in 2016 was $146,028.plans. The decision to engage Mercer or its affiliates for these additional consulting services was made by management,our human resources department, and neither the committee nor the Board approved these other services. In April 2018, our human resources department changed consulting services for our employee benefit plans, and no longer uses Mercer or its affiliates in this role.Management.Management. The committee considers input from the CEO in making determinations regarding our executive compensation program and the individual compensation of each NEO (other than the CEO). As part of our annual review process, the CEO reviews the performance of each NEO (other than the CEO), and their contribution to the overall performance of the Company. Approximately mid-year, the CEO presents recommendations to the committee regarding base salary adjustments, target annual incentive awards, stock-based grants, and long-term performance unit grants, based on a thorough analysis of relevant market compensation data comparing Hecla with an applicable peer group within the mining industry. The CEO and senior management also make recommendations to the committee regarding our annual quantitative and qualitative goals, and annual long-term goals for the NEOs (other than the CEO), as well as recommendations regarding the participation in our stock-based compensation plans and amendments to the plans, as necessary.Benchmarking Using Compensation Peer Groups. To attract and retain key executives, our goal is to provide competitive compensation. We generally align our NEO total compensation to the 75th percentile of our peer companies and survey composite data. However, we allow total compensation to exceed the 75th percentile when our Company performance and individual experience, responsibilities and performance warrant.Central to the pay review process is the selection of a relevant peer group. Because we operate in a global business that is dominated by Canadian companies, our peer group reflects this with only five U.S. companies among our peer group. The committee reviews and determines the composition of our peer group on an annual basis, based on recommendations from Mercer. In 2016, the committee made no changes to the peer group, apart from removing AuRico Gold due to the merger of AuRico Gold with and into Alamos Gold.In 2016, Hecla’s peer group was made up of the following 16 companies, whose aggregate profile was comparable to Hecla in terms of size, industry and competition for executive talent.2017 Proxy Statement37COMPENSATION DISCUSSION AND ANALYSISCompany Annual Revenue1
($ millions US)Market Cap1
($ millions US)Total Assets1
($ millions US)Corporate
LocationIAMGOLD Corporation 917 559 3,251 Canada Centerra Gold Inc. 624 1,124 1,661 Canada Pan American Silver Corporation 675 986 1,715 Canada New Gold Inc. 713 1,181 3,676 Canada Coeur Mining Inc. 646 375 1,332 United States Stillwater Mining Company 726 1,037 1,282 United States B2Gold Corp. 554 946 2,024 Canada Alamos Gold Inc. 355 844 2,462 Canada Detour Gold Corporation 563 1,780 2,443 Canada Tahoe Resources Inc. 520 1,969 2,002 United States Primero Mining 291 374 925 Canada Silver Standard Resources Inc. 375 419 872 Canada Thompson Creek Metals Company2 494 45 2,376 United States Royal Gold, Inc. 278 2,394 2,917 United States Endeavour Silver Corp. 184 145 114 Canada First Majestic Silver Corp. 219 509 790 Canada Median 537 895 1,859 Hecla Mining Company 444 715 2,222 United States 1In $US millions as of year-end 2015.2Thompson Creek Metals Company was acquired by Centerra Gold in 2016.The peer group is composed entirely of publicly held companies, most of which are engaged in the business of mining precious metals with revenue, market capitalization and total assets within a reasonable range of Hecla’s. We believe these peer companies are appropriate because they are in the same industry, compete with us for executive talent, have executives in positions similar to ours, and are considered by the committee to be in an acceptable range of revenue, market capitalization and/or total assets compared to Hecla.During our shareholder outreach, many of our largest shareholders have informed us that they consider our peer group to be the most relevant and appropriate for compensation and performance benchmarking purposes. The peer group selected last year by Glass-Lewis included 14 of our 17 selected peers. The peer group selected by Institutional Shareholder Services (“ISS”) included only 4 of our 17 selected peers. The rest of the peer group selected by ISS contained U.S. based companies in the agricultural product, forest products, industrial and specialty chemicals, metal powders, coatings, paper and other industries – companies and industries whose market fundamentals are different from the precious metals mining industry. We understand that ISS’s internal policies prohibit its selection of Canadian companies (which account for eleven of our peers), and require that Hecla be compared to companies having only similar revenue instead of similar market capitalization or total assets. We believe that a faircompensation peer group, in terms of both industry profile and size, cannot be selected for Hecla without including Canadian companies.In making compensation decisions the committee also reviews survey data provided by Mercer from the following mining and general industry survey sources:●Mercer US Mining Industry Compensation Survey●Mercer Canadian Mining Industry Compensation Survey●Mercer U.S. Premium Executive Remuneration Suite (general industry)Base salaries are targeted between the 25th percentile and median (50th percentile), with incentive opportunities that can provide above-median total compensation based on performance. Compensation for NEOs within this group may be positioned higher or lower than the 75th percentile where the committee believes appropriate, considering each executive’s roles and responsibilities and experience in their position within Hecla.Mercer provided the committee with a report summarizing executive compensation levels at the 25th, 50th and 75th percentiles of the peer group and the survey data for positions comparable to those held by each of our NEOs. The committee also received an analysis from Mercer38www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSIScomparing the target total cash compensation (base salary plus target annual incentive) and target total direct compensation (base salary plus target annual incentive plus the value of long-term target incentives) for each of the NEOs against these benchmarks. For retention and competitive considerations, in comparison to the peer group data or survey data applicable to each NEO’s position, we target each NEO’s total cash compensation at the median level and the total target direct compensation at or above the median level, and deliver compensation above or below these levels when warranted by performance.In 2016, target total direct compensation (base salary, short- and long-term incentives) for our NEOs was between the median and the 75th percentile of both the peer group and survey data.In 2016, the committee also approved a separate peer group to be used specifically with regard to TSR. The TSR peer group is as follows:IAMGOLD CorporationFirst Majestic Silver Corp.Silver StandardCenterra GoldResources Inc.Detour Gold CorporationNew Gold Inc.Pan AmericanCoeur Mining Inc.Silver CorporationB2Gold Corp.Alamos Gold Inc.Primero MiningEndeavour Silver Corp.Tahoe Resources Inc.Weindustry. Over the past decade, a worldwide mining boom has significantly increased the demand for executives with mining-related skillsindustry, and experience. In addition, the supply of mining executives is very limited, particularly in the United States. As a result, having a viable compensation strategy is critical to our success.31 toourto our shareholders. Further, as an executive’s level of responsibility within our organization increases, so does the percentage of total compensation that we link to performance – through the annual incentive and long-term incentive programs, as well as share performance.●n●n acquire, retain and motivate talented executives. nearafter the end of each calendar year in order to align each executive’s compensation awards with the Company’s operational, financial and strategic results for the calendar year.preceding measurement period.2017 Proxy Statement39COMPENSATION DISCUSSION AND ANALYSISWe DO Have
these PracticesWe DO NOT Have
these Practices✗Repricing of stock options✗Perquisites✗Excise tax gross-upsWe DO Have these Practices✓IncentiveawardIncentive award metrics that are objective and tied to Company performance✓84%74%78.4% of NEO pay is at-risk✓Over68%✓54%✓✓Rigorousstock✓Compensationrecoupment✓Double-triggerchange✓Equityawards✓Anti-hedgingand2016,2018, our executive compensation program consisted of the following elements:BASE SALARY responsibilities generallyresponsibilities.of peers.Key Features:Base salary reviews are performed in the middle of each year for the 12-month period from July 1 to June 30.Terms:Paid semi-monthly.so more pay is at-risk.32 40www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSISINCENTIVE PAY short-termannual goals, and the performance steps necessary to achieve longer-term objectives.and individual performance.the plan creates a bonus pool that is a percentage of all salaried employees targeted annual incentive. Some goals are quantitative, such as EBITDA, production, and cash position, while others are qualitative.qualitative and discretionary. Weighting of the corporate performance is 50% quantitative corporate performance goals, 25% qualitative/other goals, and 25% discretionary factor as determined by the committee. Executive incentive pay is based on a combination of corporate and individual performance.operating performance, increasing reserves and production, generated cash flow and resources, increasingrelative shareholder return, and developing significant capital programs.returns.quarterhalf of each year. Designed to be awarded in cash but may be paid in equity (in full or part). Any NEO receiving a LTIP award must be employed with the Company at the time of payment, or their award is forfeited, except in the case of retirement, death or disability. At the time of an employee’s retirement, in order to receive any LTIP award that otherwise becomes payable, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods.EQUITY In recent years, onlyIf a NEO leaves the Company for any reason, other than retirement, death or disability, before the vesting date, he or she will forfeit his or her restricted stock unit awardsunits. Also, if a NEO retires before their restricted stock units have been made.vested, he or she must meet certain requirements in order for his or her restricted stock units to continue to vest based on the applicable vesting schedule. At the time of an employee’s retirement, in order to receive any unvested restricted stock units, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68.CEONEOs to remain with the Company for the long term and to align CEO’sthe NEO’s interests with those of shareholders.doesn’t exceed 50%.falls below the 50th percentile among the peer group.CEONEOs in the second quarter of each year and are based on a three-year TSR. If a NEO leaves the Company for any reason, other than retirement, death or disability, before the vesting date, he or she will forfeit his or her performance-based shares. Also, if a NEO retires before their performance-based shared have vested, he or she must meet certain requirements in order for his or her performance-based shares to continue to vest based on the applicable vesting schedule. At the time of an employee’s retirement, in order to receive any unvested performance-based shares, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68.2017 Proxy Statement41COMPENSATION DISCUSSION AND ANALYSISKEY EMPLOYEE DEFERRED COMPENSATION PLAN 33 BENEFITS permanent full-time salaried employees.based executives. Non-U.S. executives receive similar benefits.short-annual and long-term incentives, and equity awards – is intended to align the interests of our NEOs with the long-term interests of our shareholders. The program is designed to accomplish this by rewarding performance that results in an increase in the value of our shareholders’ investment in Hecla. We believe that the proportion of at-risk, performance-based compensation should comprise a significant portion of executive pay.
20162018 Target Compensation Structure.Structure. The following table lists total 20162018 target compensation for the NEOs (including the reduction in base salaries for calendar year 2016). Even though base salaries were reduced, it did not affect the annual incentive target award, which was based on base salaries without the reductions.NEOs.CEO Mix of Target Pay
Other NEO Mix of Target Pay
42www.hecla-mining.comNEO Base Salary(2)
($) Annual
Incentive
Target Award
($) Long-term
Incentive Plan
Target Award
($) Equity(3)
($) Total
($)Baker 635,000 635,000 1,140,000 1,100,000 3,510,000 Hall 380,000 380,000 500,000 465,000 1,725,000 Radford(1) 416,000 416,000 500,000 750,000 2,082,000 McDonald 275,000 275,000 360,000 380,000 1,290,000 Brown 264,000 184,800 300,000 330,000 1,078,800 COMPENSATION DISCUSSION AND ANALYSISNEO Base Salary1
($)Annual Incentive
Target Award2
($)Long-term Incentive
Plan Target Award
($)Equity
($)Total
($)Baker 484,000 605,000 950,000 1,000,000 3 3,039,000 Hall 342,000 380,000 4 420,000 5 345,000 1,487,000 Radford 342,000 380,000 340,000 345,000 1,407,000 McDonald 247,500 275,000 260,000 300,000 1,082,500 Sienko 225,000 175,000 190,000 154,000 744,000 Sabala 342,000 380,000 4 340,000 5 0 1,062,000 1Base salaries (with reductions) for calendar year 2016.2(1)Annual Incentive Target AwardMr. Radford was not affected by thepromoted to Senior Vice President and Chief Operating Officer in May 2018. His base salary reductions in 2016. It is based on pre-reduction base salary amounts.3Consists of $500,000was increased from $380,000 to $416,000, effective July 1, 2018. His equity was also increased from $465,000 to $750,000 ($450,000 in restricted stock units and $500,000$300,000 in performance-based shares.shares).4(2)Messrs. Hall and Sabala’s 2016 Annual Incentive Target Awards were prorated due to Mr. Sabala’s retirement in June 2016, and Mr. Hall joining the Company in July 2016. See the footnotes accompanying theSummary Compensation TableBase salaries for 2016 on page 61.calendar year 2018.5(3)Messrs. HallConsists of the following target values for restricted stock units and Sabala’s 2014-2016 Long-term Incentive Target Awards were prorated due to Mr. Sabala’s retirement in June 2016, and Mr. Hall joining the Company in July 2016. See the footnotes accompanying theSummary Compensation Table for 2016 on page 61.performance-based shares:NEO Restricted
Stock Units
($) Performance-
based Shares
($) Total Equity
Award
Value
($)Baker 500,000 600,000 1,100,000 Hall 300,000 165,000 465,000 Radford 450,000 300,000 750,000 McDonald 250,000 130,000 380,000 Brown 200,000 130,000 330,000 34 keystrategickey strategic objectives each NEO is expected to achieve during that year, which are evaluated and approved by the committee.20162018· Base Salarysalaries of our NEOs were unchanged except for the promotion of our Chief Operating Officer, whose salary was increased 9.5%;· The assessment of annual corporate performance was 82% of target with quantitative factors contributing 39% (target of 50%), qualitative factors contributing 23% (target of 25%) and discretionary factors contributing 20% (target of 20%). Due primarily to the relative share performance to peers, the Board exercised negative discretion, thereby reducing the CEO and each of the Senior Vice Presidents to 50% of target, and the Vice President – Corporate Development to 64% of target; · The 2016-2018 LTIP payout is 160% of target because of the performance of the long-term value drivers: reserve growth (235% of target), production growth (105% of target), cash flow (94% of target) and total shareholder return (resulted in no payout); · The restrictions on the 2016 restricted stock units expired and the remaining shares became vested; and · The performance-based shares were only issued in 2016 to our CEO. Because share performance against the peer group did not meet the threshold, the shares were not issued. 2016,2018, the committee reviewed a market analysis prepared by Mercer. TheMr. Radford’s compensation package was increased in 2018 due to his promotion to Senior Vice President and Chief Operating Officer. His base salary was increased from $380,000 to $416,000. No other NEO base salaries of our NEOs have remained unchanged since July 1, 2014. However, due to low prices of metalswere adjusted in 2015, the Compensation Committee reduced our NEO’s salaries by 10% for calendar year 2016, and our CEO’s salary was reduced by 20% for calendar year 2016.2018.NEO’sNEOs from JulyJanuary 1, 20142018 through December 31, 2016:2018:JulyJanuary 1, 20142018 through December 31, 20162018NEO 7/1/14 to 12/31/15
Salary
($) 1/1/16 to 12/31/16
Salary
($) Percentage
Decrease
(%)Phillips S. Baker, Jr. 605,000 484,000 (20) Lindsay A. Hall 0 342,000 1 (10) Lawrence P. Radford 380,000 342,000 (10) Dr. Dean W.A. McDonald 275,000 247,500 (10) David C. Sienko 250,000 225,000 (10) James A. Sabala 380,000 342,000 2 (10) 1.Mr. Hall’s base salary was set at $380,000 in July 2016 when he joined the Company, but with the understanding that he would take a 10% reduction for the remainder of calendar year 2016. Between July 2016 and December 2016, Mr. Hall earned $156,750. SeeSummary Compensation Table for 2016on page 61.2.Mr. Sabala’s salary was set at $380,000 in June 2015, but effective January 1, 2016, the Compensation Committee approved a 10% reduction in base salary for all NEOs. Mr. Sabala retired in June 2016. Between January 2016 and June 2016, Mr. Sabala earned $168,588. SeeSummary Compensation Table for 2016on page 61.2017 Proxy Statement43NEO 1/1/18 to 6/30/18
Salary
($) 7/1/18 to 12/31/18
Salary
($) Percentage
Increase In 2018
(%) Baker 635,000 635,000 0 Hall 380,000 380,000 0 Radford 380,000 416,000 9.5 McDonald 275,000 275,000 0 Brown 264,000 264,000 0 COMPENSATION DISCUSSION AND ANALYSISIncentive PlansCompany Performance and Relationship to NEOCompensation. Our incentive compensation plans include the Hecla Mining Company Annual Incentive Plan and the Hecla Mining Company Executive and Senior Management Long-Term Performance Payment Plan. The plans include performance measures of the most important factors we believe contribute to Hecla’s sustained long-term success that can lead to improved stock price performance.PlansHecla Mining Company . Late in the prior year, or earlyEarly in the current year, the committee approves a company-wide, short-termannual incentive pool that is available for payment to salaried employees, including the NEOs, the amount of which is based on Company performance during the prior year.AIP Components. In 2014, the AIP was amended to use a more formulaic approach to awards, with less committee discretion. The AIP includes the following components and relative weights: ●quantitative corporate performance factors comprising 50% of the targeted award;●qualitative/other goals, normally comprising 25% of the targeted award; and●a discretionary factor as determined by the committee, normally comprising 25% of the targeted award.35Each component can achieve two times the target (200%) with respect to the component, with the maximum total payout limited to two times the target award level (200%).For 2016, the quantitative corporate performance factors were divided into four factors (including weighting): production (15%), adjusted EBITDA (15%), cash (15%), and work-related injury rate reduction (5%).The production factor converts gold, lead and zinc to silver equivalent at a ratio of 78 oz. silver to 1 oz. gold, 19.0 lb. lead to 1 oz. silver, and 20.7 lb. zinc to 1 oz. silver. Our production target required that we achieve 42 million silver equivalent ounces. Maximum payout is attained if production achieves 44 million ounces. The minimum payout required 40 million ounces. To achieve targeted payout a 9% increase over 2015 silver equivalent production levels was necessary, while the maximum payout required a 15% increase.Production Goal Metrics2016 Production in Silver Equivalent Ounces2016 Production Metrics% Performance Value44.0 mmMaximum30%43.0 mm20%42.0 mmTarget15%40.0 mm10%<39.0 mm0%The adjusted EBITDA target was $255 million. Maximum payout is achieved if adjusted EDITDA was $300 million. There is no payout if adjusted EBITDA was less than $148 million.Adjusted EBITDA Goal Metrics2016 Adjusted EBITDA Metrics% Performance Value$300 mmMaximum30%$275 mm20%$255 mmTarget15%$200 mm10%< $148 mm0%The cash position target is $100 million. Maximum payout is achieved if our cash position at year-end is at or above $200 million. The threshold payout level is $85 million, below which no payout is earned.44www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSISCash Goal Metrics2016 Cash MetricsFactor Value$200 mmMaximum30%$150 mm20%$100 mmTarget15%$85 mm10%< $75 mm0%The work-related injury rate reduction target is 15% at year-end. Maximum payout is achieved if our work-related injury rate is met at 35%. The threshold payout level is 5% reduction, below which no payout is earned.Work-Related Injury Rate Reduction2016 AIFR Results Factor Value 35% Maximum 10% 25% 7.5% 15% Target 5% 5% 2.5% <5% 0% minimumthreshold and maximum award levels. The target award opportunities are determined based on the following: market assessments and the committee’s market positioning policy; the individual NEO’s organization level, scope of responsibility and ability to impact Hecla’s overall performance; and internal equity among the NEOs.maximum awardAIP awards reduces the likelihood of windfalls to executives and encourages financial discipline. It is also competitive with typical peer group practice.2016,2018, target AIP award opportunities for the NEOs were as follows:NEO Target Annual Incentive
(% of base salary)Phillips S. Baker, Jr. 100% Lindsay A. Hall*Hall 100% Lawrence P. Radford 100% Dr. Dean W.A. McDonald 100% David C. SienkoRobert D. Brown70% James A. Sabala*80%*Messrs. Hall and Sabala’s AIP awards were prorated for 2016, due to Mr. Sabala retiring in June 2016, and Mr. Hall joining the Company in July 2016.20162018 indicated that our target annual incentives were generally at the median of peers.2017 Proxy Statement45Table of ContentsIn 2014, the AIP was amended to use a more formulaic approach with less committee discretion. The AIP includes the following components and relative weights:COMPENSATION DISCUSSION AND ANALYSISnquantitative corporate performance factors comprising 50% of the targeted award; n qualitative/other goals comprising 25% of the targeted award; and n a discretionary factor as determined by the committee comprising 25% of the targeted award. 2016 AIP – Analysis and DecisionsQuantitative Corporate Performance Factors. The committee reviewedFor 2018, the performance versus the AIP goals on a quarterly basis. For 2016, based on the assessment by the committee of the Company’s overall performance on both quantitative and qualitative measures as well as relevant discretionarycorporate performance factors under the AIP the committee determined Company performancewere divided into three factors (including weighting): production (20%), EBITDA less capital (20%), and AIFR reduction (10%).besilver equivalent at 150%ratios of 71.2 oz. silver to 1 oz. gold, 16.4 lbs. of lead, and 13.3 lbs. of zinc. Our production target (outrequired we achieve 44.0 million silver equivalent ounces. Maximum payout was attained if production achieved 47.0 million ounces. The minimum payout was achieved if production was greater than 37.0 million ounces. Hecla produced 10.4 million ounces of a possible rangesilver and 262,103 ounces of 0-200%)gold (a record). Equivalent production was 43.6 million ounces. The quantitative production results were 99% of target.2018 Production in Silver Equivalent Ounces (includes all metals) % Performance Value 47.0 mm Maximum 40% 45.5 mm 30% 44.0 mm Target 20% 42.3 mm 10% <37.0 mm 0% 36 For 2016, Company performance for AIPThe EBITDA less capital8target was 150%$92 million. Maximum payout was achieved if EBITDA less capital was $120 million. There would be no payout if EBITDA less capital was less than $32 million. EBITDA less capital results were $7.4 million, which was less than the threshold.% Performance Value $120 mm Maximum 40% $105 mm 30% $92 mm Target 20% $48 mm 10% <$32 mm 0% was comprisedis 275% of 85% related totarget. During the quantitative factors (30% for Production, 17.5% for Adjusted EBITDA, 30% for Cash, and 7.5% for Work-relatedpast 6 years, Hecla has reduced its injury reduction); 40% for qualitative factors; and 25% for discretionary.2016 AIP Quantitative Measure Results Maximum Target Minimum Actual Performance
ValueProduction Silver equivalent ounces 44.0 mm ozs. 42.0 mm ozs. 40 mm ozs. 46.5 mm ozs. 30.0% Adjusted EBITDA $300 mm $255 mm $200 mm $264.6 mm 17.5% Cash and short-term investments $200 mm $100 mm $85 mm $198.9 mm 30.0% Work-related injury reduction 35% 15% 5% 25% 7.5% Total Quantitative 85.0% As reflected in the table above, production and cash generation each achieved the maximum level, while Adjusted EBITDA and work-related injury reduction goals exceeded target levels.rate over 60%. Factor Value 30% Maximum 20% 20% 15% 10% Target 10% 5% 5% <5% 0% Maximum Target Minimum Actual Performance Value Production Silver equivalent ounces 47.0 mm ozs. 44.0 mm ozs. 42.3 mm ozs. 43.6 mm ozs. 20 % EBITDA less capital $120 mm $92 mm $48 mm $7.4 mm 0 % Work-related injury reduction 30 % 10 % 5 % 28 % 19 % Total Quantitative 39 % and other goals relating not only to Hecla as a whole, but also to each NEO. This component is targeted to account for 25% of the total AIP target award but can account for 0 to 50% of the target award.20162018 AIP, qualitative objectives for NEOs included those related to (i) strategy,safety and health, (ii) succession planning,environmental, (iii) safety, healthtechnology and environment,innovation, (iv) processcontinuous improvement, and innovation, (v) operations, (vi) financial condition,finance/accounting/IT, (vii) human capitalemployee development, (viii) acquisitions, (ix) mine life extension, exploration and reserve growth, (x) investor relations, (xi) government and community relations,affairs, and (xii) legal. While mostmany of the goals are subjective in nature, to the extent possible, objective and quantifiable targets are set in order to improve accountability for results.2016,2018, the committee assessed qualitative performance under this component at 40% of the target award.23%. The committee based its assessment on the following factors:✓acquired Mines Management, Inc., giving us ownership of the Montanore project in northwestern Montana;✓✔acquired 50% interest in the Casa Berardi Joint Venture from Tahoe Resources, whereby the Company now holds a 100% interest in the land surrounding the mining lease at Casa Berardi;✓extended milling accesscompleted safety system assessments at San Sebastian throughand the end of 2018;newly acquired Nevada operations✓added three new directors;✔completed Environmental Management System audits at each active operation ✓provided leadership training✔established development for 10 key employees;Fire Creek mine✓reduced✔maintained safety and compliance of the number of significant and substantial citations issued by the Mine Safety and Health Administration from 2015 levels;Midas tailings dam✓✔ increased revolver line of credit to $250 million ✔ developed common reporting format for the newly acquired Nevada operations ✔ completed company-wide sexual harassment prevention training program ✔ drilling success at San Sebastian ✔ expanded and refined resources at Casa Berardi and Greens Creek ✔ resolved various legal matters ✔ maintained positive First Nations relationships 37 ✔ made significant progress in advancing Hecla’s Environmental, Social and Governance (“ESG”) reporting ✔ continued the investor outreach program and metheld meetings with onetop shareholders and proxy advisory firm;firms✓received successful decisions✔each mine site demonstrated progress in all three civil lawsuits related to the 2011 incidents at one of the operations;technology and innovation✓received dismissals✔acquired Klondex Mines Ltd. operations in all three putative class action claims filed in connection with the Mines Management acquisition;Nevada✓successfully transitioned executive positions at corporate for Vice President – Corporate Development and Senior Vice President – Chief Financial Officer, as well as the Vice President and General Manager position at our Greens Creek mine and Vice President and General Manager position at our San Sebastian operation;✓✔sponsored multiple events celebrating Hecla’s 125thanniversary, gaining more recognitionobtained a final Record of Decision for the Company; and✓added two new analysts for Hecla coverage.Rock Creek evaluation phase46www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSIS2016,2018, the committee determined the discretionary factor performance value to be at 25% of the target award.20%. The committee based its assessment primarily on the following significant performance results by Hecla in 2016:2018:✓Hecla stock performed well in 2016 relative to peers;üall operations completed the year better than the governing agency all-injury frequency average ✓hosted an Investor Dayüachievements in Torontosafety excellence with no lost time incidents at our: San Sebastian Mine (1,249 days), Fire Creek Mine (2,268 days), Midas Mine (1,539 days), Aurora Mine (812 days), Lucky Friday Mine (660 days), and New York to increase understanding of the quality of our assets, which we believe was successful in that our shares outperformed our peers over the following two months;Casa Berardi Mine (316 days)✓ü no NPDES permit exceedances or water system violations at Lucky Friday Mine ü advanced progress on the remote vein miner ü advanced progress on the ore sorting facility at our San Sebastian Mine ü our Greens Creek mine becameCasa Berardi Mine in Quebec was the first hard rockinternational mine to receive independent certification under CORESafety;the CORESafety system✓EMCP pitüHecla continued to support initiatives that addressed community needs and maintained or proactively pursued key partnerships with strong and positive community relations ü achieved the highest silver and gold reserves in the Company’s history ü our Lucky Friday Mine rescue team placed 1st at CMR competition, and 7th out of 42 teams at nationals ü assisted in the defeat of the Montana water treatment initiative ü successfully defended all unfair labor practice charges by the United Steel Workers Union Mr. Hall Year-end 2018 Performance Results n instrumental in managing Hecla’s cash position in 2018; n increased our revolver line of credit to $250 million; n successfully integrated a new tax services firm; n completed IRS review of $9 million refund claim and collected the funds; and n successfully integrated IFS at our Casa Berardi operations Mr. Radford Year-end 2018 Performance Results n instrumental in continuing the strong operating performance at Greens Creek and Casa Berardi; n successfully advanced the technological innovations to achieve improved production and recoveries in the future; n improved safety performance at all locations to injury rates below the average in each jurisdiction – USA, Quebec and Mexico; n successful in reorganizing new managers/employees at our Nevada operations after the acquisition; n established development for Fire Creek; n instrumental in keeping salaried workforce at our Lucky Friday Mine progressing the remote vein miner development; and n established a development plan for Fire Creek and Hatter Graben in Nevada. 38 Dr. McDonald Year-end 2018 Performance Results n found more resources and reserves at Casa Berardi became fully operational, increasing mill throughput and gold production;to extend mine life;✓successfully resolved three environmental matters;n developed near-term exploration plans to increase resources and reserves at Greens Creek and to extend its life of mine; ✓#4 Shaft at Lucky Friday was completed by year-end;n provided support for ore sorting and metallurgical test work with on-site application; ✓reduced operating costs by $22 million from our approved 2016 budget;✓higher productionnenhanced ability to estimate resources and metals prices resulted in cash provided by operating activitiesreserves, including training of $225.3 million;✓achieved a new production record for the third year in a row;✓extended mine life at San Sebastian and Greens Creek;✓production at San Sebastian exceeded expectations throughout the year;resource modelers; and✓n set up external audit of commercial analytic labs that the Company uses for analysis of exploration samples. Mr. Brown Year-end 2018 Performance Results n developed corporate and banking relationships to facilitate an acquisition; n directed the Klondex Mines Ltd. acquisition; n continued implementing new technologies at all our mines.to strengthen the M&A process; andn developed a plan to maintain and prioritize acquisition candidates. In addition tostrong performance realized by our NEOs withinprogress they made towards the Company’s AIP Components and their functional areaindividual goals as discussed above, and as partthe overall success of the executive team,Company in 2018, the committee determined that each NEO made significant contributions to Hecla’s 2016 performance.of the NEO’s should be awarded between 50% and 64% of targeted AIP value.performanceannual incentive is based 100% on corporate performance. The Company had an outstanding year underAlthough overall metal production increased with record gold production, and Mr. Baker’s guidance,leadership led to achieving significant strategic goals and objectives for the year, including strongincreased reserves and improved safety metrics, and assuring growth in skills and performance in the Company’s management team, share performance increased metals production, and cash flow growth. Ascaused the committee to award Mr. Baker’s performance isBaker 50% of his targeted annual incentive award, a reduction from the corporate rating of 82%.corporate performance,the assessment by the committee assessed Mr. Baker’sof the Company’s overall performance on both quantitative and qualitative measures, as well as relevant discretionary factors under the AIP, to be 150% of target.Mr. Radford’s leadership was also instrumental in developing the organization, including acquiring the work force needed to operate the San Sebastian mine at full production throughout the year, achieving higher metal recoveries at Greens Creek, reducing geotechnical risk in the underground operations, advancing the EMCP open-pit project at Casa Berardi and the combined operations achieving higher production than the prior year. The committee assessed Mr. Radford’s AIPdetermined Company performance to be at 180% of target.Dr. McDonald oversees the exploration program for the Company and was instrumental in developing the resource model that will extend Greens Creek’s life of mine to 2027, as well as having a successful drilling program at Casa Berardi, that has shown the potential for another open-pit mine. The committee assessed Mr. McDonald’s AIP to be at 125% of target.Mr. Sabala and his successor, Mr. Hall, were both instrumental in managing Hecla’s cash position in 2016, effectively managing working capital, negotiating credit agreements and improving capital market relationships. Mr. Sabala retired in June 2016, and Mr. Hall joined the Company in July 2016. The committee felt that there was a smooth transition between Messrs. Sabala and Hall, and the committee assessed AIP for Mr. Sabala to be at 115%82% of target (out of a possible range of 0-200%. This was comprised of 39% related to the quantitative factors (20% for Production, 0% for EBITDA less capital, and 120% at target19% for Mr. Hall, both of which were prorated.work-related injury reduction); 23% for qualitative factors; and 20% for discretionary.Mr. Sienko was successful in resolving several significant regulatory and legal matters involving environmental, health and safety, and other civil litigation issues, while also supporting the acquisition of Mines Management, and the funding of our pension plans. The committee assessed Mr. Sienko’s AIP to be at 189% of target.2017 Proxy Statement47COMPENSATION DISCUSSION AND ANALYSIS75%100% in cash and 25% in Hecla common stock issued under the 2010 Stock Incentive Plan.cash.Name Base Salary1
($) Base
Salary
Factor
(%)
Annual
Incentive
($) % to
Target2
(%) Actual
Award3
($) Cash
Received
($) Equity
Received4
(#)Phillips S. Baker, Jr. 605,000 100 605,000 150 907,500 680,625 34,323 Lindsay A. Hall 380,000 100 380,000 120 205,200 5 153,900 7,761 Lawrence P. Radford 380,000 100 380,000 180 684,000 513,000 25,870 Dr. Dean W.A. McDonald 275,000 100 275,000 125 343,750 257,813 13,001 David C. Sienko 250,000 70 175,000 189 330,000 5 247,500 12,481 James A. Sabala 380,000 80 304,000 115 209,000 156,750 7,905 Name Base Salary
($) Base Salary
Factor
(%) Target Annual
Incentive
($) % to
Target(1)
(%) Actual
Award(2)
($)Phillips S. Baker, Jr. 635,000 100 635,000 50 317,500 Lindsay A. Hall 380,000 100 380,000 50 190,000 Lawrence P. Radford 416,000 100 416,000 50 208,000 Dr. Dean W.A. McDonald 275,000 100 275,000 50 137,500 Robert D. Brown 264,000 70 184,800 64 118,800 1(1)AIP targets are based on unreduced base salaries.2The percentages listed for each of the NEOs includes corporate achievement of goals and individual performance. 3(2)The amount reported in this column was paid in cash and equity to the NEO and is also reportedincluded in theSummary Compensation Table for 20162018 on page 6149 under “Non-Equity Incentive Plan Compensation.”4The equity portion of the 2016 AIP award was determined by subtracting the cash portion from the total award to determine the equity value, then dividing that by the closing price of the Company’s common stock on the NYSE on February 21, 2017 ($6.61).5Messrs. Hall and Sabala’s AIP awards were prorated for 2016, due to Mr. Sabala retiring in June 2016, and Mr. Hall joining the Company in July 2016.Hecla Mining Company Executive and Senior Management Long-Term Performance Payment. executivesemployees on meeting long-term (three-year) corporate performance goals. The LTIP is also designed to attract and retain executivesemployees in a highly competitive talent market. The committee considers mining and general industry market practices, as well as the objectives of the LTIP, when determining the terms and conditions of long-term incentive goals, such as resource additions and cash flow generation.#4 Shaft completion, and relative TSR) and the associated long-term performance objectives that must be met for us to be successful and create value for shareholders.39 The 2014-2016Table of Contentsunits havewhich has a target unit value of $100 and a maximum potential value of $375. Performance units are paid out as soon as practicable afterin the first half of the year following the end of each performance period, upon approval by the committee. At the discretion of the committee, the payouts may be in the form of cash, common stock, restricted stock units, or a combination of these forms.both.2014-2016 LTIP. #4 Shaft completion, and TSR for the 2014-20162016-2018 plan period – the fivefour performance goals approved by the committee in February 2014.2016. These are important goals for the following reasons:●ncontext,plan, reserves include the silver equivalent of gold andbut not base metals.●n Silver production growth. One of the most important components of value is demonstrable production growth. n Cash flow. The design of the cash flow goal is identical to that contained in prior years since silver cost per ounce and production are key elements in creating shareholder value. When used in the context of our LTIP, “cash flow” is measured by comparing (i) the actual cash cost, after by-product credits multiplied by actual silver/gold production versus (ii) budgeted cash cost, after by-product credits multiplied by the budgeted silver/gold production over a three-year 48www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSIS●Silver production growth. One of the most important components of value is demonstrable production growth.●n (enhanced by #4 Shaft completion), and cash contribution. TSR measures the price appreciation of our stock, including dividends paid during the performance period, and thereby simulates the actual investment performance of Hecla stock. Any payout is based on how Hecla’s TSR performance compares to the TSR of the common stock of a group of our peer companies.●#4 Shaft completion. To achieve production growth at the Lucky Friday, it was important that the #4 Shaft be completed on schedule.2014-2016 Performance Unit ValuationSilver Equivalent (includes Gold) Reserve Growth Ounce Target
(millions) Additional Reserve
(millions) Unit Value 423 100 $ 100.00 363 40 $ 50.00 353 30 $ 25.00 323 0 $ 5.00 Silver Equivalent (includes Gold) Production Growth Target
(in mm ozs.) Average Annual Target
(in mm ozs.) Unit Value 93.0 31.0 $ 75.00 89.5 29.5 $ 50.00 87.0 29.0 $ 25.00 84.0 28.0 $ 10.00 Cash Flow % of Target Unit Value 115% $ 100.00 110% $ 50.00 105% $ 35.00 100% $ 25.00 90% $ 15.00 Total Shareholder Return %ile rank within Peer Group Companies Unit Value 100% $ 100.00 90% $ 75.00 80% $ 50.00 70% $ 35.00 60% $ 25.00 50% $ 15.00 <50% $ 0.00 Silver Equivalent Reserve Growth Ounce Target
(millions) Total Additional
Reserve (millions)
(replacement
in situ) Unit Value 400 103 (191) $ 100.00 337 40 (128) $ 50.00 327 30 (118) $ 25.00 307 10 (98) $ 5.00 Cash Flow % of Target Unit Value 115 % $ 75.00 110 % $ 50.00 105 % $ 35.00 100 % $ 25.00 95 % $ 22.50 90 % $ 20.00 85 % $ 17.50 80 % $ 15.00 #4 Shaft Completion 100% Completion Date Unit Value 12/31/15 $ 50.00 5/1/16 $ 25.00 After 8/1/16 $ 0.00 40 Silver Equivalent Production Growth Target
(in mm ozs.) Average
Annual Target
(in mm ozs.) Unit Value 75.0 25.0 $ 50.00 72.0 24.0 $ 40.00 70.5 23.5 $ 25.00 68.0 22.6 $ 10.00 Total Shareholder Return %ile rank within
Peer Group Companies Unit Value 100% $ 100.00 90% $ 75.00 80% $ 50.00 70% $ 35.00 60% $ 25.00 50% $ 15.00 <50% $ 0.00 2017 Proxy Statement49COMPENSATION DISCUSSION AND ANALYSIS2014-20162016-2018 LTIP – Analysis and Decisions.The committee assessed performance under the 2014-2016 LTIP as follows:Performance SummaryPerformance Measure Target Actual
Performance % of
Target Value
Earned
Per UnitSilver Reserve Growth 30.0 silver oz.
added (millions)Silver oz.
decreased by
2.7 mm oz.-9 % No Payout Production Growth 70.5 silver oz.
(millions)76.5 silver oz.
(millions)108 % $50.00 Cash Flow $628.75 cash
flow (millions)$829.36 cash
flow (millions)132 % $75.00 Total Shareholder Return 60% Hecla
ranking vs. peers92.9% Hecla
ranking vs. peers155 % $82.25 #4 Shaft Completion Shaft Completed
by 5/1/161/20/17
completion date0 % No Payout Total Earned Per Unit $207.25 Performance Measure Target Actual
Performance % of
Target Value Earned
Per UnitSilver Reserve Growth 30.0 silver
equivalent oz.
added (millions) 70.6 silver
equivalent oz.
added (millions) 235 % $ 75.50 Production Growth 87.0 silver
equivalent oz.
added (millions) 91.8 silver
equivalent oz.
added (millions) 105 % $ 66.25 Cash Flow $847 cash flow
(millions) $795 cash flow
(millions) 94 % $ 19.00 Total Shareholder Return 60% Hecla
ranking vs. peers <50% Hecla
ranking vs. peers 41.7 % $ 0 Total Earned Per Unit $160.75 the maximum threshold, andtarget levels. Performance in cash flow generationwas below target, but above minimum threshold levels, and TSR components fell between target and the maximum threshold. The #4 Shaft completion and silver reserve growth were eachwas below the threshold.minimum level. As a result, with a range in potential value per unit of $0 to $375, in February 2017,2019, the committee determined that the total 2014-20162016-2018 LTIP payout was $207.25$160.75 per unit. The committee and the Board further approved payout of the LTIP awards to be 75% in cash and 25%100% in Hecla common stock issued under the 2010 Stock Incentive Plan.20142016 to each NEO, the unit value achieved, the total amount of the award (number of units x $207.25$160.75 = amount received), and the amount of cash and number of shares received.Name 2014-2016
Performance Units
(#) Unit Value
($) Total Amount
of Award1
($) Cash
Received
($) Equity
Received2
(#)Phillips S. Baker, Jr. 9,500 207.25 1,968,875 1,476,656 74,466 Lindsay A. Hall 5833 207.25 120,827 90,620 4,570 Lawrence P. Radford 3,400 207.25 704,650 528,488 26,651 Dr. Dean W.A. McDonald 2,600 207.25 538,850 404,138 20,380 David C. Sienko 1,900 207.25 393,775 295,331 14,893 James A. Sabala 2,7863 207.25 577,399 433,049 21,838 Name 2016-2018
Performance Units
(#) Unit Value
($) Total Amount
of Award(1)
($) Equity Received(2)
(#)Phillips S. Baker, Jr. 9,500 160.75 1,527,125 663,967 Lindsay A. Hall 3,383 (3) 160.75 543,817 236,442 Lawrence P. Radford 4,200 160.75 675,150 293,543 Dr. Dean W.A. McDonald 3,000 160.75 482,250 209,674 Robert D. Brown 2,400 160.75 385,800 167,739 1(1)The amount reported in this column was paid in cash and equity to the NEO and is also reported in theSummary Compensation Table for 20162018 on page 61___ under “Non-Equity Incentive Plan Compensation.”2(2)The equity portion of the 2014-20162016-2018 LTIP award was determined by subtractingdividing the cash portion fromvalue of the total award to determine the equity value, then dividing that by the closing price of the Company’s common stock on the NYSE on February 21, 2017March 11, 2019 ($6.61)2.30).3(3)Messrs. Hall and Sabala’s 2014-2016Mr. Hall’s 2016-2018 LTIP units were prorated due to Mr. Sabala retiring in June 2016 and Mr. Hall joiningbecause he joined the Company in July 2016.. the Key Employee Deferred Compensation Plan and/or the 2010 Stock Incentive Plan. RSUs are used to retain our NEOs and align their interests with the long-term interests of our shareholders. The committee awarded RSUs to each NEO RSUs in June 2016.2018. The RSUs vest in three equal amounts with vesting dates of June 21, 2017,2019, June 21, 2018,2020, and June 21, 2019.2021. SeeGrants of Plan-Based Awards for 20162018on page 63.51.41 2016,2018, we granted RSUs to 89186 employees including all NEOs, under the 2010 Stock Incentive Plan.Plan, including the NEOs as follows:NEO Value of Restricted
Stock Units Target Number
of Shares(1)Phillips S. Baker, Jr. $ 500,000 130,548 Lawrence P. Radford $ 450,000 117,493 Lindsay A. Hall $ 300,000 78,329 Dr. Dean W.A. McDonald $ 250,000 65,274 Robert D. Brown $ 200,000 52,219 (1) Number of shares is determined by dividing the value of the restricted stock units awarded by the closing price of our common stock on the NYSE on June 19, 2018 ($3.83). Performance-based Shares. 2016,2018, the committee and the independent Board members granted 113,636 performance-based shares to our CEO,NEOs, with a grant datetarget value of $500,000, comprising one-half of his total equity award in 2016.listed below. The value of these performance-based shares will be based on the TSR of our common stock for the three-year period from January 1, 20162018 through December 31, 2018,2020, based on the following percentile rank listed below within a group of peer companies:companies.50www.hecla-mining.comNEO Target Value of
Performance-based
Shares Target Number
of Shares(1)Phillips S. Baker, Jr. $ 600,000 156,658 Lawrence P. Radford $ 300,000 78,329 Lindsay A. Hall $ 165,000 43,081 Dr. Dean W.A. McDonald $ 130,000 33,943 Robert D. Brown $ 130,000 33,943 COMPENSATION DISCUSSION AND ANALYSIS(1)Target number of shares is determined by dividing the target value of the performance-based shares by the closing price of our common stock on the NYSE on June 19, 2018 ($3.83). Company TSR Rank Among Peers TSR Performance Multiplier 50thpercentile Threshold award at 50% of target 60thpercentile Target award at grant value 100thpercentile Maximum award at 200% of target in 2018 at the conclusion of the three-year performance period (December 31, 2020) will be baseddetermined by using the share price on the date of original grant date share price (June 7, 2016)19, 2018) of $4.40.$3.83.2016,2018, as the base price and average closing share price over the last sixty (60) calendar days of the three-year performance period to determine relative share value performance and ranking among peers.For 2016, the39.30.2014 – 2016Shares – Analysis and Decision. Share Results25, 2014,7, 2016, the committee and independent membersgranted a target award of the Board of Directors granted 151,515113,636 performance-based shares of Hecla’s common stock to our CEO.2014,2016, as the base price, compared with the average closing share price over the last sixty (60) calendar days of the three-year performance period (ending December 31, 2016)2018).2016.2018. Hecla’s TSR ranked 28ndthamong the 13 companies in the peer group based on TSR from 20142016 through 2016,2018, including dividends paid during that period. Ranking 28ndthplaces Hecla at 92.9%41.7% among the peer companies, which equates to an award value to our CEO of $911,250 or 276,136 shares at the $3.30 closing price of Hecla’s common stock on June 25, 2014.$0.TOTAL SHAREHOLDER RETURN – January 1, 2014 through December 31, 2016 Peer Name Average Stock
Price over 60-day
period leading up to
1/1/2014
($) Average Stock
Price over 60-day
period leading up to
12/31/16
($) Dividends Paid
(1/1/14 thru
12/31/16)
($) TSR thru
12/31/16
(%) Rank
(#) Payout
($)Detour Gold 4.76 17.77 — 273.32 1 1,000,000 Hecla 2.91 6.00 0.03 107.22 2 911,250 Centerra Gold 3.58 6.65 0.44 98.04 3 821,250 Pan American Silver 10.77 16.15 0.83 57.61 4 732,500 Silver Standard 6.20 9.70 — 56.45 5 642,500 Royal Gold 45.99 68.14 2.42 53.42 6 533,750 TARGET PAYOUT 500,000 Endeavour Silver 3.88 5.17 — 33.25 7 463,750 First Majestic Silver 10.35 11.26 — 8.79 8 375,000 THRESHOLD PAYOUT 250,000 IAMGOLD 4.05 3.75 — -7.41 9 — Coeur d’Alene Mines 10.80 9.87 — -8.61 10 — New Gold 5.45 4.94 — -9.36 11 — Stillwater Mining 51.82 42.20 — -18.56 12 — Tahoe Resources 17.40 9.75 0.14 -43.16 13 — Alamos Gold 12.50 6.57 0.08 -46.80 14 — Allied Nevada* — — — -100.00 15 — 42 TOTAL SHAREHOLDER RETURN – January 1, 2016 through December 31, 2018 Peer Name Average Stock
Price over 60-day
period leading up to
1/1/2016
($) Average Stock
Price over 60-day
period leading up to
12/31/18
($) Dividends Paid
(1/1/16 thru
12/31/18)
($) TSR thru
12/31/18
(%) Rank
(#) Payout
($)B2Gold 1.48 3.53 0.00 100.0 1 1,000,000 IAMGOLD 1.49 3.35 0.00 91.7 2 895,833 SSR Mining* 5.45 11.16 0.00 83.3 3 791,667 Pan American Silver 6.86 13.74 0.29 75.0 4 687,500 Coeur Mining 2.60 4.37 0.00 66.7 5 583,333 TARGET PAYOUT 500,000 First Majestic Silver 3.20 5.32 0.00 58.3 6 458,333 Endeavour Silver 1.45 1.99 0.03 50.0 7 250,000 THRESHOLD PAYOUT 0 Hecla 1.96 2.42 0.03 41.7 8 0 Alamos Gold 3.23 3.44 0.06 33.3 9 0 Centerra Gold 7.18 5.47 0.12 25.0 10 0 Detour Gold 13.83 10.43 0.00 16.7 11 0 Tahoe Resources 8.48 3.32 0.43 8.3 12 New Gold 2.30 0.81 0.00 0.0 13 0 Primero Mining** 0 * Allied Nevada filed for Chapter 11 bankruptcySSR Mining was previously called Silver Standard Resources. ** Primero Mining was acquired by First Majestic Silver and was delisted in 2015.removed from the TSR peer group.2017 Proxy Statement51COMPENSATION DISCUSSION AND ANALYSIS In For the past sixeight years, we have not issued any stock options to our NEOs (or any other employee). Any stock options granted under the 2010 Stock Incentive Plan will be issued with an exercise price based on the fair market value (the closing sales price of our common stock on the NYSE on the date of grant).20162018 table on page 66.54.BenefitsBenefits.. We provide our employees with a benefits package that is designed to attract and retain the talent needed to manage Hecla. As part of that, all U.S.most U.S, salaried employees including the U.S. NEOs, are eligible to participate in the Hecla Mining Company Retirement Plan, (the “Retirement Plan”), the Capital Accumulation Plan (aa 401(k) plan, which includes matching contributions by Hecla of up to 6%), health, vision, dental coverage, and paid time off, including vacations and holidays. All Canadian salaried employees, including the Canadian NEOs, are eligible to participate in a similar benefits package. NEOs are eligible to receive certain additional benefits, as described below. The committee intends for the type and value of such benefits offered to be competitive with general market practices.PlansPlans.. Under the Retirement Plan, upon normal retirement, each participant is eligible to receive a monthly benefit equal to a certain percentage of final average annual earnings for each year of credited service. Additional details about the Retirement Plan are in the narrative accompanying thePension Benefits table on page 74.53. Under Hecla’s unfunded Supplemental Excess Retirement Plan, the amount of any benefits not payable under the Retirement Plan because of the limitations imposed by the Internal Revenue Code and/or the Employee Retirement Income Security Act, and the reductioncertain reductions of benefits, if any, due to a deferral of salary made under our KEDCP, willmay be paid out of our general funds to any employeeemployees who may beare adversely affected. The Retirement Plan and Supplemental Excess Retirement Plan define earnings for purposes of the plans to include base salary plus any other cash incentives up until July 1, 2013, after which only base salary plus one-half of AIP compensation is included (no LTIP compensation is included).BenefitsBenefits.. We do not provide company-paid cars, country club memberships, or other similar perquisites to our executives. The only material personal benefit provided by Hecla is a relocation benefit, which is offered as needed to meet specific recruitment needs.43 Compensation Committeecommittee adopted a clawback policy with respect to incentive awards to executive officers. The policy provides that in the event of a restatement of our financial results as a result of a material non-compliance with financial reporting requirements, the Board will review incentive compensation that was paid to our current and former executive officers under the Company’s AIP and LTIP (or any successor plans) based solely on the achievement of specific corporate financial goals (“Incentive Award”) during the period of the restatement. If any Incentive Award would have been lower had it been calculated based on the Company’s restated financial results, the Board will, as and to the extent it deems appropriate, including with respect to intent or level of culpability of the relevant individual(s), seek to recover from any executive officer, any portion of an Incentive Award paid in excess of what would have been paid based on the restated financial results. The policy does not apply in any situation where a restatement is not the result of material non-compliance with financial52www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSISCompensation Committeecommittee amended each of our incentive plans (AIP, LTIP, KEDCP, and 2010 Stock Incentive Plan) to include a clawback provision consistent with the clawback policy described above. and Terminationon page 67.54.of these objectives serve our shareholders’ interests. The committee also believes that change in control provisions are an essential component of the executive compensation program and are necessary to attract and retain senior talent in the highly competitive talent market in which we compete. For example, recently the agreements were amended to eliminate “double trigger” and excise tax gross-up provisions, replacing them with single trigger and “best net after tax payment” provisions instead.2017 Proxy Statement53COMPENSATION DISCUSSION AND ANALYSISCompensationCompensation.. We take into account certain requirements of GAAP in determining changes to policies and practices for our stock-based compensation programs.CodeCode.. Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code Section 162(m)”), generally provides generally that compensation in excess of $1 million paid to the CEO or to anyand certain other NEO (other than the chief financial officer)NEOs (“covered employees”) of a public company will not be deductible for U.S. federal income tax purposes unless such compensation is paid pursuant to one of the enumerated exceptions set forth in Code Section 162(m).purposes. Further, although we received shareholder approval44 our 2010 Stock Incentive Plan at our 2010 Annual Meeting, there is no assurance that such approval satisfied or continues to satisfytaxable years beginning after December 31, 2017, the shareholder approval requirements underexemption from Code Section 162(m) necessary for amounts awarded under that plan to be fully deductible by Hecla. As a result of the foregoing, amounts awarded or paid under any of our compensation programs, including salaries, annual incentive awards, performance awards, stock options and RSUs, may not qualify as performance-based compensation was repealed in the tax reform legislation signed into law on December 22, 2017. Thus, it is anticipated that is excluded from the limitation on deductibility.future compensation in excess of $1 million paid to covered employees will not be deductible for U.S. federal income tax purposes.preservingmanaging the deductibility of compensation payments and benefits to the extent reasonably practicable, as determined by the committee to be consistent with our compensation policies and in the best interests of the Company and our shareholders.In 2016, Mr. Baker, our President and CEO, and Mr. Radford, our Senior Vice President – Operations, earned amounts subject to Section 162(m) in excess of $1 million, therefore a portion of each of those officer’s total compensation is not deductible by Hecla.Base SalariesFUTURE COMPENSATION ACTIONS2017Duepayment under the plan requires the employees must be on the payroll roster at the time the bonus is paid. A change in the name of the plan helps reinforce to our employees that both eligibility under the low prices of metals in 2015,plan and the Compensation Committee approved salary reductionsgoal measurement timeframe under the plan extend beyond the calendar year. The factors for calendar year 2016. Our CEO’s base salary was reduced by 20%, and other NEO’s base salary was reduced by 10%. Effective January 1, 2017, base salary reductions ceased and are in effect through or about June 30, 2017. Base salaries are reviewed mid-year.NEO1/1/17 to 6/30/17Salary($)Phillips S. Baker, Jr.605,000Lindsay A. Hall380,000Lawrence P. Radford380,000Dr. Dean W.A. McDonald275,000David C. Sienko250,00054www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSIS2017 AIPIn February 2017, the committee approved the 2017 AIP goals. The AIP factors were divided into the following components, whichSTIP may be modified by the committee from time to time, including with respect to the relative weights:●quantitative corporate performance factors comprising 50% of the targeted award; ●qualitative/other goals, comprising 25% of the targeted award; and ●a discretionary factor as determined by the committee, comprising 25% of the targeted award. 2017 AIP2019 STIP is like the 2016 AIP except one quantitative goal was eliminated, cash, and the Adjusted EBITDA goal have been changed by including a capital component in the measure.2018 AIP. For the 2017 AIP,2019 STIP, the quantitative corporate performance factors are divided into three factors (including weighting): production (20%), Adjusted EBITDA less capital (20%), and all injury frequency rateAIFR reduction (10%).a ratioratios of 7178 oz. silver to 1 oz. gold, 16.416.0 lb. lead, and 13.312.8 lb. of zinc. Our production target requires that we achieve 46.5is 48.0 million silver equivalent ounces. Maximum payout is attained if production achieves 48.550.5 million ounces. The minimum payout is achieved if production is greater than 43.547.0 million ounces.Production Goal Metrics2017Factor Value 50.5mm Maximum 40% 2017 Production Metrics48.0mm Target % Performance Value20%48.5mmMaximum40%47.5mm30%46.5mmTarget20%44.5mm10%< 43.5mm47.0mm0%0%$60<$40 million. The maximum thresholdlimit is $135$75 million, and target is set at $60 million.EBITDA Less Capital Goal Metrics20172019 Adjusted EBITDA Less Capital Metrics% PerformanceFactor Value$ 135mm75mm Maximum 40%$115mm30%40%$ 100mm60mmTarget 2020%%$60mm10%< $60mm$40m0%0%All Injury Frequency Rate (“AIFR”)AIFR reduction target is 15% at year-end, which achieves the long-term goal.5%. The 20162018 national AIFR was 3.42.approximately 2.4. Hecla’s actual rate was 2.0 in 2018. A 15%5% reduction resultsfrom our low 2018 rate would result in a rate of 2.911.90 as the target. A 35%10% reduction resultswould result in a rate of2.22, which isof 1.80 as the maximum threshold. A reduction of less than 5%,threshold, and a flat rate, or a 20172019 AIFR rate of 3.25,2.00, would result in no payout.2017 Proxy Statement552019 AIFR Reduction Metrics Factor Value 10% Maximum 20% 5% Target 10% 0% 0% 45 COMPENSATION DISCUSSION AND ANALYSISAll Injury Frequency Rate Reduction2017 AIFR Metrics % Performance Value 35% Maximum 20% 25% 15% 15% Target 10% 5% 5% <5% 0% The qualitative/otherlegal, and internal affairs.legal. These qualitative goals are recognized and treated as commonly shared goals among all functions and locations.2015-2017 LTIPIn March 2015, the committee approved the 2015-2017 LTIP, which has a target unit value of $100. The 2015-2017 LTIP has the same factors as the 2014-2016 LTIP, except for the #4 Shaft completion metric, which was removed as the project neared completion. The only other factor that is different from the 2014-2016 LTIP is as follows:●silver equivalent reserve and resource growth includes gold converted to silver equivalent at 71 to 1.The 2015-2017 LTIP has a maximum potential payout of $375 per unit, the same as the 2014-2016 LTIP.2015-2017 Performance Unit ValuationSilver Equivalent (includes Gold)
Reserve GrowthOunce Target
(millions)Additional Reserve (millions)
(replacement in situ)Unit Value 420 100 (175) $ 100.00 360 40 (115) $ 50.00 350 30 (105) $ 25.00 320 0 (75) $ 5.00 Cash Flow % of Target Unit Value 115% $100.00 110% $ 50.00 105% $ 35.00 100% $ 25.00 95% $ 22.50 90% $ 20.00 85% $ 17.50 80% $ 15.00 Silver Equivalent (includes Gold)
Production GrowthTarget
(in mm ozs.)Average
Annual Target
(in mm ozs.)Unit Value 82.5 27.5 $75.00 78.5 26.2 $50.00 77.0 25.7 $25.00 74.5 24.8 $10.00 Total Shareholder Return %ile rank within Peer Group Companies Unit Value 100% $ 100.00 90% $ 75.00 80% $ 50.00 70% $ 35.00 60% $ 25.00 50% $ 15.00 <50% $ 0.00 56www.hecla-mining.comCOMPENSATION DISCUSSION AND ANALYSIS2016-20182017-2019 LTIPIn February 2016, the committee approved the 2016-2018 LTIP, which has a target unit value of $100. The 2016-2018 LTIP has the same factors as the 2015-2017 LTIP, with a maximum potential payout of $375 per unit.2016-2018 Performance Unit ValuationSilver Equivalent (includes Gold)
Reserve GrowthOunce Target
(millions)Additional Reserve (millions)
(replacement in situ)Unit Value 423 100 (184) $ 100.00 363 40 (124) $ 50.00 353 30 (114) $ 25.00 323 0 (84) $ 5.00 Cash Flow % of Target Unit Value 115% $ 100.00 110% $ 50.00 105% $ 35.00 100% $ 25.00 90% $ 15.00 Silver Equivalent (includes Gold)
Production GrowthTarget
(in mm ozs.)Average
Annual Target
(in mm ozs.)Unit Value 93.0 31.0 $75.00 89.5 29.5 $50.00 87.0 29.0 $25.00 84.0 28.0 $10.00 Total Shareholder Return %ile rank within Peer Group Companies Unit Value 100% $ 100.00 90% $ 75.00 80% $ 50.00 70% $ 35.00 60% $ 25.00 50% $ 15.00 <50% $ 0.00 2017 Proxy Statement57COMPENSATION DISCUSSION AND ANALYSIS2017-2019 LTIP2017-2019 Performance Unit ValuationSilver Equivalent (includes Gold) Reserve Growth Ounce Target
(millions) Additional Reserve
(millions) Unit Value 405.6 90 $ 75.00 375.6 60 $ 50.00 345.6 30 $ 25.00 315.6 0 $ 5.00 Silver Equivalent (includes Gold) Production Growth Target
(in mm ozs.) Average Annual Target
(in mm ozs.) Unit Value 100.0 33.3 $ 100.00 96.0 32.0 $ 75.00 93.0 31.0 $ 50.00 90.0 30.0 $ 25.00 85.0 28.3 $ 10.00 Cash Target
(millions) Unit Value $375 $ 100.00 $350 $ 50.00 $300 $ 25.00 $250 $ 5.00 Total Shareholder Return %ile rank within Peer Group Companies Unit Value 100% $ 100.00 90% $ 90.00 80% $ 75.00 70% $ 50.00 60% $ 30.00 50% $ 25.00 <50% $ 0.00 Silver Equivalent (includes Gold)
Reserve GrowthOunce Target
(millions)Additional Reserve (millions)
(replacement in situ)Unit Value 405.6 90 (175) $ 75.00 375.6 60 (145) $ 50.00 345.6 30 (115) $ 25.00 315.6 0 (85) $ 5.00 Mine Site Operating Cash
Flow Less CapitalCash Target
(millions)Unit Value $375 $ 100.00 $350 $ 50.00 $300 $ 25.00 $250 $ 5.00 46 Silver Equivalent (includes Gold)
Production GrowthTarget
(in mm ozs.)Average
Annual Target
(in mm ozs.)Unit Value 100.0 33.3 $ 100.00 96.0 32.0 $ 75.00 93.0 31.0 $ 50.00 90.0 30.0 $ 25.00 85.0 28.3 $ 10.00 Total Shareholder Return %ile rank within Peer Group Companies Unit Value 100% $ 100.00 90% $ 90.00 80% $ 75.00 70% $ 50.00 60% $ 30.00 50% $ 25.00 < 50% $ 0.00 58www.hecla-mining.comSilver Equivalent (includes Gold) Reserve Growth Silver Equivalent
Ounce Target
(millions) Additional Reserve
(millions) Unit Value 427.6 90 $ 75.00 397.6 60 $ 50.00 367.6 30 $ 25.00 337.6 0 $ 10.00 Silver Equivalent (includes Gold) Production Growth Target
(in mm ozs.) Average Annual Target
(in mm ozs.) Unit Value 105.0 35.0 $ 100.00 96.0 32.0 $ 75.00 90.0 30.0 $ 50.00 86.0 28.7 $ 25.00 80.0 26.7 $ 10.00 Cash Target
(millions) Unit Value $425 $ 100.00 $375 $ 50.00 $350 $ 25.00 $330 $ 10.00 Total Shareholder Return Ranking within Peer Group Companies Unit Value Top 2 $ 100.00 Top 4 $ 75.00 Top 6 $ 50.00 Top 8 $ 25.00 <Top 8 $ 0.00 Silver Equivalent (includes Gold) Reserve Growth Ounce Target
(millions) Additional Reserve
(millions) Unit Value 520 90 $ 70.00 480 60 $ 50.00 450 30 $ 30.00 420 0 $ 10.00 47 Silver Equivalent (includes Gold) Production Growth Target
(in mm ozs.) Average Annual Target
(in mm ozs.) Unit Value 120 40.0 $ 70.00 115 38.3 $ 50.00 108 36.0 $ 30.00 100 33.3 $ 10.00 Mine Site Operating Cash Flow (Less Capital) Unit Value $450 $ 70.00 $400 $ 50.00 $375 $ 30.00 $300 $ 10.00 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONIAMGOLDNew Gold Alamos Gold Hochschild Mining Fresnillo First Majestic B2Gold Pan American Silver Oceana Gold Centerra Gold Silver Standard Detour Gold Coeur d’Alene Mines Endeavour Silver TSR Ranking within Peer Group Companies Multiplier** 1st – 3rd 250% 4th – 6th 175% 7th – 9th 100% 10th – 12th 33% 13th – 15th 10% ** If Hecla’s absolute 3-year TSR is positive, and in the top three on a relative basis, the plan qualifies for a 250% multiplier. If the absolute 3-year TSR is negative, the payout is limited to target. If the ranking between the bottom of one group and the top of the next has less than a 7.5% difference, then the multiplier is the average of the two groups. Compensation Committeecommittee who were officers or employees of Hecla or any of our subsidiaries during the fiscal year, formerly were officers of Hecla or any of our subsidiaries, or had any relationship otherwise requiring disclosure under the proxy rules promulgated by the SEC or the NYSE.48 2017 Proxy Statement59COMPENSATION COMMITTEE REPORT2016.2018.The Compensation Committee of theBoard of Directors
Board of DirectorsGeorge R. Nethercutt, Jr., ChairTed CrumleyTerry V. RogersDr. Anthony P. Taylor60www.hecla-mining.comCOMPENSATION OF NAMED EXECUTIVE OFFICERS20162018fourthree other NEOs who were the most highly compensated inofficers for the calendar year ended December 31, 2016.2018.Name and Principal
PositionYear Salary1
($)Bonus2
($)Stock
Awards3
($)Option
Awards3
($)Non-Equity
Incentive Plan
Compensation4
($)Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings5
($)All Other
Compensation
($)Total
($)Phillips S. Baker, Jr. 2016 484,000 — 2,074,9356 — 2,876,375 924,335 15,900 8 6,375,545 President and CEO 2015 605,000 — 1,727,174 — 1,768,250 599,477 15,900 4,715,801 2014 605,000 — 1,438,288 — 2,303,538 164,099 15,600 4,526,525 Lindsay A. Hall10 2016 156,750 — 344,999 — 326,027 13,146 7 9,200 9 850,122 Senior Vice President 2015 0 — 0 — 0 0 0 0 and CFO 2014 0 — 0 — 0 0 0 0 Lawrence P. Radford 2016 342,000 — 789,999 — 1,388,650 125,898 15,900 8 2,662,447 Senior Vice President – 2015 380,000 — 556,694 — 890,000 105,114 15,900 1,947,708 Operations 2014 366,458 — 709,326 — 886,775 98,277 15,600 2,076,436 Dr. Dean W. A. McDonald10 2016 247,500 — 589,999 — 882,600 196,766 7 15,900 9 1,932,765 Senior Vice President - 2015 275,000 — 480,468 — 580,000 110,743 15,900 1,462,111 Exploration 2014 275,000 — 562,276 — 721,875 214,384 15,600 1,789,135 David C. Sienko 2016 225,000 — 352,500 — 723,775 82,310 15,900 8 1,399,485 Vice President and 2015 250,000 — 289,933 — 397,000 36,365 15,900 989,198 General Counsel 2014 250,000 — 376,900 — 543,725 78,318 15,600 1,265,543 James A. Sabala 2016 168,588 — 411,001 — 786,399 203,085 15,900 8 1,584,973 Former Senior Vice 2015 380,000 — 583,700 — 822,000 174,075 15,900 1,975,675 President and CFO 2014 366,458 — 887,623 — 954,800 279,690 15,600 2,504,171 Name and Principal
PositionYear Salary(1)
($)Stock
Awards(2)
($) Non-Equity
Incentive Plan
Compensation(3)
($)Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings(4)
($) All Other
Compensation
($) Total
($)2018 635,000 870,859 (5) 1,844,625 317,452 18,606 (7) 3,686,542 2017 618,750 842,802 2,473,625 1,017,111 18,306 4,970,594 2016 484,000 1,190,811 2,876,375 924,335 15,900 5,491,421 2018 380,000 401,987 (5) 733,817 126,137 (6) 18,210 (7) 1,660,151 2017 380,000 413,558 701,926 143,281 17,790 1,656,555 2016 156,750 344,999 326,027 13,146 9,200 850,122 2018 399,500 635,428 (5) 883,150 61,551 18,606 (7) 1,998,235 2017 380,000 413,558 1,170,850 160,820 18,306 2,143,534 2016 342,000 345,000 1,388,650 125,898 15,900 2,217,488 2018 275,000 330,353 (5) 619,750 97,510 (6) 17,793 (7) 1,340,406 2017 275,000 345,705 917,900 241,254 17,402 1,797,261 2016 247,500 300,000 882,600 196,766 15,900 1,642,766 2018 264,000 280,353 (5) 504,600 33,252 (6) 18,210 (7) 1,100,415 2017 264,000 228,567 459,012 60,669 17,655 1,029,903 2016 237,600 200,000 373,552 0 15,900 827,052 1(1)Salary amounts include both base salary both earned and paid in cash during the fiscal year listed.2In accordance with SEC rules, the “Bonus” column will only disclose discretionary cash bonus awards. In(2)Represents RSUs awarded and performance-based shares granted in each of 2014, 2015fiscal years 2018, 2017 and 2016, there were no discretionary cash bonuses awarded to any NEO.32016. The amounts shown in the “Stock Awards” column and the “Option Awards” column represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included inNote 10 – Stockholders’ Equityto our calendar year 2018 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 22, 2019 (the “Form 10-K”). RSUs vest in three substantially equal annual installments beginning on June 21 the following year from the date they are granted. Consistent with the requirements of FASB ASC Topic 718, the value of performance-based shares is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718. For718, this result is based on a description of the assumptions used in valuing the awards, please see Note 9 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.relative TSR result modeled using a Monte Carlo simulation. Please see theGrants of Plan-Based Awards for 20162018table on page 6351 for more information about the awards granted in 2016.2018.2017 Proxy Statement61COMPENSATION OF NAMED EXECUTIVE OFFICERS4(3)This column represents the cash performance payments awarded and earned by the NEOs for the calendar years 2014, 20152016, 2017 and 20162018 under our AIP and for the LTIP plan periods 2012-2014, 2013-20152014-2016, 2015-2017 and 2014-2016. The 2014 AIP and 2012-2014 LTIP awards were paid 75% in cash and 25% in common stock. The 2015 AIP and 2013-2015 LTIP awards were paid 50% in cash and 50% in common stock.2016-2018. The 2016 AIP and 2014-2016 LTIP awards were paid 75% in cash and 25% in common stock. The 2017 AIP was paid 100% in cash, and the 2015-2017 LTIP awards were paid 50% in cash and 50% in common stock. The 2018 AIP was paid in cash and the 2016-2018 LTIP was paid 100% in common stock. The awards for each of the plan years are as follows:Name Year AIP
Award
($)LTIP Plan
PeriodLTIP
Units
(#)Unit
Value
($)LTIP
Award
($)Total AIP
and LTIP
($)Total AIP
and LTIP
Paid in
Cash
($)Total AIP
and LTIP
Paid in
Shares
(#)Baker 2016 907,500 2014-2016 9,500 207.25 1,968,875 2,876,375 2,157,281 108,789 * 2015 695,750 2013-2015 8,250 130.00 1,072,500 1,768,250 884,125 374,629 2014 919,600 2012-2014 8,250 167.75 1,383,938 2,303,538 1,727,653 173,983 Hall 2016 205,200 2014-2016 583 (i) 207.25 120,827 326,027 244,520 12,331 * 2015 0 2013-2015 0 0 0 0 0 0 2014 0 2012-2014 0 0 0 0 0 0 Radford 2016 684,000 2014-2016 3,400 207.25 704,650 1,388,650 1,041,488 52,521 * 2015 500,000 2013-2015 3,000 130.00 390,000 890,000 445,000 188,559 2014 467,400 2012-2014 2,500 167.75 419,375 886,775 665,081 66,977 McDonald 2016 343,750 2014-2016 2,600 207.25 538,850 882,600 661,950 33,381 * 2015 242,000 2013-2015 2,600 130.00 338,000 580,000 290,000 122,881 2014 302,500 2012-2014 2,500 167.75 419,375 721,875 541,406 54,522 Sienko 2016 330,000 2014-2016 1,900 207.25 393,775 723,775 542,831 27,374* 2015 150,000 2013-2015 1,900 130.00 247,000 397,000 198,500 84,110 2014 225,000 2012-2014 1,900 167.75 318,725 543,725 407,794 41,067 Sabala 2016 209,000 2014-2016 2,786 (i) 207.25 577,399 786,399 589,799 29,743 * 2015 380.000 2013-2015 3,400 130.00 442,000 822,000 411,000 174,153 2014 418,000 2012-2014 3,200 167.75 536,800 954,800 716,100 72,115 49 Name Year AIP
Award
($)LTIP Plan
PeriodLTIP
Units
(#) Unit
Value
($)LTIP
Award
($)Total AIP
and LTIP
($)Total AIP and LTIP
Paid in Cash
($)Total AIP and LTIP
Paid in Cash
(#) Baker 2018 317,500 2016-2018 9,500 160.75 1,527,125 1,844,625 317,500 663,967 * 2017 476,250 2015-2017 9,500 210.25 1,997,375 2,473,625 1,475,238 254,119 2016 907,500 2014-2016 9,500 207.25 1,968,875 2,876,375 2,157,281 108,789 Hall 2018 190,000 2016-2018 3,383 (i) 160.75 543,817 733,817 190,000 236,442 * 2017 285,000 2015-2017 1,983 (i) 210.25 416,926 701,926 493,463 53,044 2016 205,200 2014-2016 583 (i) 207.25 120,827 326,027 244,520 12,331 Radford 2018 208,000 2016-2018 4,200 160.75 675,150 883,150 208,000 293,543 * 2017 456,000 2015-2017 3,400 210.25 714,650 1,170,850 813,425 90,948 2016 684,000 2014-2016 3,400 207.25 704,650 1,388,650 1,041,486 52,521 McDonald 2018 137,500 2016-2018 3,000 160.75 482,250 619,750 137,500 209,674 * 2017 371,250 2015-2017 2,600 210.25 546,650 917,900 644,575 69,548 2016 343,750 2014-2016 2,600 207.25 538,850 882,600 661,950 33,381 Brown 2018 118,800 2016-2018 2,400 160.75 385,800 504,600 118,800 167,739 * 2017 171,600 2015-2017 1,367 (ii) 210.25 287,412 459,012 315,306 36,566 2016 232,320 2014-2016 683 (ii) 207.25 141,552 373,872 280,404 14,141 * February 21, 2017March 11, 2019 ($6.61)2.30).(i) Messrs. HallMr. Hall’s 2014-2016, 2015-2017 and Sabala’s 2014-20162016-2018 LTIP units were prorated due to Mr. Sabala retiring in June 2016, and Mr. Hall joining the Company in July 2016.5(ii)Mr. Brown’s 2014-2016 and 2015-2017 LTIP units were prorated due to Mr. Brown joining the Company in January 2016. (4) The amounts reported in this column for 20162018 are changes between December 31, 20152017 and December 31, 20162018 in the actuarial present value of the accumulated pension benefits. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings and the assumptions used to determine the present value. The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable calendar years. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determine a lump sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a NEO will actually accrue or receive under the Company’s retirement plans during any given year. None of the amounts reported in this column are above-market nonqualified deferred compensation earnings.6(5)Includes: (i) 374,629 shares received as part of 2015 AIP and 2013-2015 LTIP awards on February 19, 2016; (ii) restricted stock units (113,636) granted to Mr. Bakereach NEO on June 7, 2016;19, 2018, and (iii)(ii) performance-based shares (113,636) awarded to Mr. Bakereach NEO on June 7, 2016.19, 2018. See Performance-based SharesGrants of Plan-Based Awards for 2018table on page 51 andPerformance-based Shareson page 42 for a description of the performance-based shares.7(6)As non U.S.non-U.S. citizens, Mr. Hall, and Dr. McDonald and Mr. Brown are not participants in the Hecla Mining Company Retirement Plan, or the unfunded SERP. In lieu of participation in these plans, Mr. Hall, and Dr. McDonald and Mr. Brown are expected to receive a similar benefit as if they had participated in these plans. SeeRetirement Planon page 58 for a description of non-U.S. employee’s retirement benefits.8(7)Includes the following: NEO Matching 401(k)
Contribution
($) Annual Life
Insurance
Premium
($) Other
($) Total
($)Baker 16,500 2,106 0 18,606 Hall 16,500 (i) 1,710 (ii) 0 18,210 Radford 16,500 2,106 0 18,606 McDonald 16,500 (i) 1,293 (ii) 0 17,793 Brown 16,500 (i) 1,710 (ii) 0 18,210 (i) These amounts are Hecla’s matching contributions for the NEOs made under Hecla’s Capital Accumulation Plan.9These amounts are for retirement contributionsin lieu of 401(k) match made on behalf of Mr. Hall, Dr. McDonald and Mr. Hall.Brown. Canadian employees are excluded from participation in the Hecla Capital Accumulation Plan. Mr. Hall, Dr. McDonald and Mr. HallBrown are paid in Canadian funds. The amounts reported are in U.S. dollars based on the applicable exchange rates as reported inThe Wall Street Journalfrom time-to-time.10(ii) Life insurance premium is paid in Canadian funds. (8) Mr. Hall, Dr. McDonald and Mr. HallBrown receive their compensation in Canadian funds. The amounts reported for Mr. Hall, Dr. McDonald and Mr. HallBrown are in U.S. dollars based on the applicable exchange rates as reported inThe Wall Street Journalfrom time-to-time during this time period.62www.hecla-mining.com50 COMPENSATION OF NAMED EXECUTIVE OFFICERS2016.2018.Grants of Plan-Based Awards for 2016Long-Term
Performance
Plan Units
(#)
Estimated Future Payouts
Under Non-Equity Incentive
Plan AwardsEstimated Future Payouts
Under Equity Incentive Plan
AwardsOther
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)Closing
Market
Price on
Date of
Grant
($)Grant Date
Fair Value
of Stock
and Option
Awards1
($)Name Grant
DateThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Phillips S. Baker, Jr. Common Shares2 2/19/16 374,629 2.36 884,124 Restricted Stock3 6/7/16 113,636 4.40 499,998 Performance Shares 6/7/16 56,8185 113,6365 227,2725 4.40 690,813 LTIP6 9,500 0 1,187,500 3,562,500 AIP7 0 605,000 1,210,000 Lindsay A. Hall Restricted Stock4 7/18/16 55,377 6.23 344,999 LTIP6 4,200 0 AIP7 0 525,000 1,575,000 380,000 760,000 Lawrence P. Radford Common Shares2 2/19/16 188,559 2.36 444,999 Restricted Stock3 6/7/16 78,409 4.40 345,000 LTIP6 4,200 0 525,000 1,575,000 AIP7 0 380,000 760,000 Dr. Dean W.A. McDonald Common Shares2 2/19/16 122,881 2.36 289,999 Restricted Stock3 6/7/16 68,182 4.40 300,000 LTIP6 3,000 0 375,000 1,125,000 AIP7 0 275,000 550,000 David C. Sienko Common Shares2 2/19/16 84,110 2.36 198,500 Restricted Stock3 6/7/16 35,000 4.40 154,000 LTIP6 2,400 0 300,000 900,000 AIP7 0 175,000 350,000 James A. Sabala Common Shares2 2/19/16 174,153 2.36 411,001 AIP7 0 380,000 760,000 . Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards
Under Equity Incentive Plan
AwardsAll Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)Grant
Date
Fair Value
of Stock
and
Option
Awards(1)
($)Name Grant
Date Threshold
($)Target
($)Maximum
($) Threshold
(#)Target
(#)Maximum
(#)Phillips S. Baker, Jr. Restricted Stock Units(2) 6/19/18 130,548 499,999 Performance-based Shares(3) 6/19/18 78,329 156,658 313,316 156,658 370,860 LTIP(4) 0 1,140,000 4,275,000 AIP(5) 0 635,000 1,270,000 Lindsay A. Hall Restricted Stock Units(2) 6/19/18 78,329 300,000 Performance-based Shares(3) 6/19/18 21,541 43,081 86,162 43,081 101,987 LTIP(4) 0 500,000 1,875,000 AIP(5) 0 380,000 760,000 Lawrence P. Radford Restricted Stock Units(2) 6/19/18 117,493 449,998 Performance-based Shares(3) 6/19/18 39,165 78,329 156,658 78,329 185,430 LTIP(4) 0 500,000 1,875,000 AIP(5) 0 416,000 832,000 Dr. Dean W.A. McDonald Restricted Stock Units(2) 6/19/18 65,274 249,999 Performance-based Shares(3) 6/19/18 16,972 33,943 67,886 33,943 80,354 LTIP(4) 0 360,000 1,350,000 AIP(5) 0 275,000 550,000 Robert D. Brown Restricted Stock Units(2) 6/19/18 52,219 199,999 Performance-based Shares(3) 6/19/18 16,972 33,943 67,886 33,943 80,354 LTIP(4) 0 300,000 1,125,000 AIP(5) 0 184,800 369,600 1We account for equity-based(1)The restricted stock unit amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included inNote 10 – Stockholders’ Equityto our calendar year 2018 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 22, 2019 (the “Form 10-K”). Annual RSUs vest in three substantially equal annual installments beginning on June 21 in the following year from the date they are granted. Consistent with the requirements of FASB ASC Topic 718, pursuant to which we recognize compensation expensethe value of performance-based share awards to an employee based on the fair value of the award on the grant date. Compensation expense of restricted stock and RSU awards to an employeeshares is based on the stock price at grant date. The compensation expense for restricted stock and RSUs is recognized over the vesting period.2Represents the number of shares of common stock awarded on February 19, 2016 to eachestimated outcome as of the NEOs under the termsdate of the 2010 Stock Incentive Plan. These shares were awarded as part of the 2015 AIP and 2013-2015 LTIP awards, of which 50% was paid in equity.grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation.3(2)Represents the number of RSUs granted on June 7, 2016,19, 2018 to the NEOs (except for Mr. Hall) under the terms of the 2010 Stock Incentive Plan. The restrictions lapse for one-third of the RSUs on June 21, 2017,2019, one-third on June 21, 2018,2020, and one-third on June 21, 2019,2021, at which time the units are converted into shares of our common stock. The grant date fair value of the RSUs is the number of RSUs multiplied by the closing price of the Company common stock on the grant date of June 7, 201619, 2018 ($4.40)3.83).4Represents the number of RSUs granted to Mr. Hall on July 18, 2016, under the terms of the 2010 Stock Incentive Plan. The restrictions lapse for one-third of the RSUs on June 21, 2017, one-third on June 21, 2018, and one-third on June 21, 2019, at which time the units are converted into shares of our common stock. The grant date fair value of the RSUs is the number of RSUs multiplied by the closing price of the Company common stock on the grant date of July 18, 2016 ($6.23).5(3)Represents the number of performance-based shares of Hecla common stock, having a target value of $500,000for each NEO of: Baker, $600,000; Hall, $165,000; Radford, $300,000; McDonald, $130,000; and Mr. Brown, $130,000, with the potential of up to 200% of this target value (subject to specific performance terms and conditions established for these shares) awarded to Mr. Bakerthe NEOs under the 2010 Stock Incentive Plan. Determination of the actual number of these performance-based shares to be received by Mr. Bakerthe NEOs will be based on the TSR of Hecla common stock for the three-year period from January 1, 20162018 through December 31, 2018,2020, based on the following percentile rank within peer group companies:●n 100thpercentile rank = maximum award at 200% of target; ●n 60thpercentile rank = target award at grant value; ●n 50thpercentile rank = threshold award at 50% of target. Hecla’s TSR performance versus that of peer group companies will be based on a comparison of the average share price over the last 60 calendar days prior to January 1, 2016, as the base price, and the average share price the last 60 calendar days of the three-year performance period, plus dividends, to determine relative share value performance and ranking among peers.2017 Proxy Statement63COMPENSATION OF NAMED EXECUTIVE OFFICERS6(4)Represents the potential value of the payout for each NEO under the 2016-20182018-2020 LTIP period if the threshold, target or maximum goals are satisfied for all performance measures. The potential payouts are performance-driven and therefore completely at risk.at-risk. The business measurements and performance goals for determining the51 payout are described in theCompensation Discussion and Analysisbeginning on page 33.39. Dollar amounts shown are valued as follows on a per unit basis: Threshold, $0; Target, $125;$100; and Maximum, $375. The number of units awarded to each NEO for the 2018-2020 LTIP period are as follows:NEO 2018-2020 LTIP
Units
(#)7Baker11,400 Hall 5,000 Radford 5,000 McDonald 3,600 Brown 3,000 (5) Represents the potential value of the payout for each NEO under the 20162018 AIP described on page 44.35. The total payout to each NEO under the 20162018 AIP is described in footnote 43 to theSummary Compensation Table for 2016on page 62. Awards were paid 75% in cash and 25% in Hecla’s common stock issued under the 2010 Stock Incentive Plan.49.CalendarFiscal Year-End for 20162018Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options
(#)
UnexercisableOption
Exercise
Price
($)Option
Grant
DateOption
Expiration
DateNumber of
Shares or
Units of
Stock
That
Have
Not
Vested1
(#)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested as
of 12/30/162
($)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
have Not
Vested
(#)Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested3
($)Phillips S. Baker, Jr. — 300,753 1,575,946 204,9184 1,073,770 113,6365 595,453 Lindsay A. Hall — 55,377 290,175 Lawrence P. Radford — 203,777 1,067,791 Dr. Dean W. A. McDonald — 180,451 945,563 David C. Sienko — 92,632 485,392 James A. Sabala* — 0 0 Stock Awards Name Number of
Shares or Units
of Stock That
Have Not
Vested(1)
(#)Market Value of
Shares or Units of
Stock That Have
Not Vested(2)
($)Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#) Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested(3)
($)225,213 531,503 51,108 (4) 120,615 78,329 (5) 184,856 Lindsay A. Hall 135,970 320,889 10,222 (4) 24,124 21,541 (5) 50,837 Lawrence P. Radford 182,811 431,434 10,222 (4) 24,124 39,165 (5) 92,429 Dr. Dean W. A. McDonald 122,073 288,092 6,815 (4) 16,083 16,972 (5) 40,054 Robert D. Brown 90,085 212,601 4,259 (4) 10,051 16,972 (5) 40,054 *Mr. Sabala retired in June 2016. All outstanding RSUs with vesting dates after June 2016, were forfeited.1(1)Number of Unvested Restricted Stock Units Vesting Date Baker Hall Radford McDonald Sienko 6/21/17 106,184 18,459 71,902 63,711 32,704 6/25/17 50,505 — 33,838 30,303 15,556 6/21/18 106,185 18,459 71,901 63,710 32,705 6/21/19 37,879 18,459 26,136 22,727 11,667 Total 300,753 55,377 203,777 180,451 92,632 Number of Unvested Restricted Stock Units Vesting Date Baker Hall Radford McDonald Brown 6/21/19 109,788 64,159 84,891 61,521 43,915 6/21/20 71,909 45,701 58,755 38,794 28,763 6/21/21 43,516 26,110 39,165 21,758 17,407 Total 225,213 135,970 182,811 122,073 90,085 2(2)The market value of the RSUs is based on the closing market price of our common stock on the NYSE as of December 30, 2016,31, 2018, which was $5.24.$2.36.3(3)The market value of the performance-based shares is based on the closing market price of our common stock on the NYSE as of December 30, 2016,31, 2018, which was $5.24.$2.36.4(4)Award of performance-based shares, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 20152017 through December 31, 2017.2019. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the end of the fiscal year ended December 31, 2018.5(5)Award of performance-based shares, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 20162018 through December 31, 2020. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the end of the fiscal year ended December 31, 2018.64www.hecla-mining.comCOMPENSATION OF NAMED EXECUTIVE OFFICERS20162018 for each of the NEOs, and the value realized on the exercise of options and vesting of stock awards during calendar year 2016.2018.52 Option Exercises and Stock Vested for 20162018(1)Option Awards1 Stock Awards Name Number of Shares
Acquired on Exercise
(#) Value Realized on
Exercise
($) Number of Shares
Acquired on Vesting
(#) Value Realized
on Vesting
($)Phillips S. Baker, Jr. — — 374,629 2,3 — 236,177 4 691,999 56,883 5,3 — 68,306 6,3 — 50,505 7,3 — Lindsay A. Hall — — — — Lawrence P. Radford — — 188,559 2 444,999 34,130 5 156,657 45,765 6 210,061 33,838 7 159,715 26,000 8 169,000 Dr. Dean W.A. McDonald — — 122,881 2 289,999 34,130 5 156,657 40,984 6 188,117 30,303 7 143,030 David C. Sienko — — 84,110 2 198,500 17,520 5 80,417 21,039 6 96,569 15,556 7 73,424 James A. Sabala — — 174,153 2 411,001 39,249 5 180,153 47,131 6 216,331 34,848 7 164,483 Stock Awards Name Number of Shares
Acquired on Vesting
(#) Value Realized on
Vesting
($) Phillips S. Baker, Jr. 68,306 (2) 261,612 (3) 37,879 (4) 145,077 (3) 28,393 (5) 108,745 Lindsay A. Hall 18,459 (4) 70,698 19,591 (5) 75,034 Lawrence P. Radford 45,765 (2) 175,280 26,136 (4) 100,101 19,591 (5) 75,034 Dr. Dean W.A. McDonald 40,983 (2) 156,965 22,727 (4) 87,044 17,035 (5) 65,244 Robert D. Brown 15,152 (4) 58,032 11,358 (5) 43,501 1(1)There were no stock options exercised in 2016.2018. All remaining stock options expired in May 2015.2(2)The NEOs were awarded common stockgranted these RSUs on February 19, 2016, as partJuly 1, 2015. On June 21, 2018, the restrictions lapsed, and each NEO received his units in the form of their 2015 AIP and 2013-2015 LTIP being paid 50% inshares of our common stock. The shares were awardedvested at thea price of $2.36,$3.83, which was the closing sales price of our common stock on the NYSE on February 19, 2016.June 21, 2018.3(3) Mr. Baker deferred the shares into his stock account under the terms of the KEDCP. He may not receive the shares until a “Distributable Event,” as defined under the KEDCP, and will not realize value until the shares are distributed to him. The shares are included in theNonqualified Deferred Compensationfor 20162018 table on page 66.54.4Performance-based shares received in March 2016 based on the TSR of Hecla common stock for the three-year period from January 1, 2013 through December 31, 2015. The share price was determined by using the closing price of Hecla’s common stock on the NYSE on June 21, 2013 ($2.93), the date of grant of the performance-based shares.5(4)The NEOs were granted these RSUs on June 21, 2013.7, 2016. On June 21, 2016,2018, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The shares vested at the price of $4.59,$3.83, which was the closing sales price of our common stock on the NYSE on June 21, 2016.2018.6(5)The NEOs were granted these RSUs on July 1, 2015.June 7, 2017. On June 21, 2016,2018, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The shares vested at the price of $4.59,$3.83, which was the closing sales price of our common stock on the NYSE on June 21, 2016.2018.Name Plan Name Number
of Years
Credited
Service
(#) Present Value of
Accumulated
Benefit
($) Payments
During Last
Calendar
Year
($)Phillips S. Baker, Jr. Hecla Mining Company Retirement Plan 17 668,758 0 Hecla Mining Company Supplemental
Excess Retirement Plan 5,721,581 0 Lindsay A. Hall(1) Hecla Mining Company Retirement Plan N/A N/A Hecla Mining Company Supplemental
Excess Retirement Plan N/A N/A Hecla Mining Company Supplemental Benefit 2 282,564 0 Lawrence P. Radford Hecla Mining Company Retirement Plan 7 256,782 0 Hecla Mining Company Supplemental
Excess Retirement Plan 427,715 0 Dr. Dean W.A. McDonald(1) Hecla Mining Company Retirement Plan N/A N/A Hecla Mining Company Supplemental
Excess Retirement Plan N/A N/A Hecla Mining Company Supplemental Benefit 12 1,525,801 0 Robert D. Brown(1) Hecla Mining Company Retirement Plan N/A N/A Hecla Mining Company Supplemental
Excess Retirement Plan N/A N/A Hecla Mining Company Supplemental Benefit 3 136,515 0 7The NEOs were granted these RSUs on June 25, 2014. On June 25, 2016, the restrictions lapsed(1)As non-U.S. citizens, Mr. Hall, Dr. McDonald and each NEO received his unitsMr. Brown are not participants in the formRetirement Plan, or the unfunded SERP. In lieu of shares of our common stock. The shares vested atparticipation in the price of $4.72, which wasRetirement Plan and the closing sales price of our common stock on the NYSE on June 25, 2016.8unfunded SERP, Mr. Radford was granted 26,000 RSUs on October 19, 2011. On August 5, 2016, the restrictions lapsedHall, Dr. McDonald and Mr. Radford received his units in the form of shares of our common stock. The shares vested atBrown are expected to receive a price of $6.50, which was the closing sales price of our common stock on the NYSE on August 5, 2016.similar Supplemental Benefit.53 2017 Proxy Statement65COMPENSATION OF NAMED EXECUTIVE OFFICERS2016.2018. None of the NEOs, including our CEO, has deferred any cash under our KEDCP. The only deferrals under the KEDCP have been from our CEO, who has deferred vested common stock awards.201612018Name Executive Stock
Contributions in
Last FYE2
(#)Registrant
Contributions in
Last FYE
($)Aggregate
Earnings in
Last FYE
($)Aggregate
Withdrawals/
Distributions
($)Aggregate
Balance of Stock at
Last FYE
(#)Phillips S. Baker, Jr. 550,323 39,098 — — 888,909 Lindsay A. Hall3 — — — — — Lawrence P. Radford — — — — — Dr. Dean W. A. McDonald3 — — — — — David C. Sienko — — — — — James A. Sabala — — — — — Name Executive Stock
Contributions in
Last FY
(#) Registrant
Contributions in
Last FY
(#) Aggregate
Earnings in
Last FY
(#) Aggregate
Withdrawals/
Distributions
(#) Aggregate
Balance of Stock at
Last FYE
(#) Phillips S. Baker, Jr. 106,185 (1) 0 0 0 1,758,085 (2) Lindsay A. Hall(3) 0 0 0 0 0 Lawrence P. Radford 0 0 0 0 0 Dr. Dean W. A. McDonald(3) 0 0 0 0 0 Robert D. Brown(3) 0 0 0 0 0 1No cash compensation was deferred by NEOs(1)Restricted stock units that vested in 2016.2Vested stock2018 and were deferred into the KEDCP.(2) Total amount of deferred shares held under the KEDCP in 2016.as of December 31, 2018.3(3)Canadian employees are not eligible to participate in our deferred compensation plan. (including common stock), and any vested RSUs or vested performance-based shares granted under the 2010 Stock Incentive Plan (our CEO may also defer any performance-based awards under the KEDCP).Plan. Deferral elections are made by the individual generally in the year prior to the beginning of the plan year for amounts to be earned or granted in the following year. Base salary, AIP and LTIP amounts deferred under the KEDCP are credited to either an investment account or a stock account at the participant’s election. Amounts credited to an investment account are valued in cash, credited with deemed interest, and distributed with deemed interest in cash upon a distributable event. RSUs and other common stock awarded (performance-based shares) under the 2010 Stock Incentive Plan and deferred by a participant are credited to a stock account. Amounts credited to the stock account of a participant are valued based upon our common stock and are delivered to the participant in shares of our common stock upon a distributable event.oftheof the participant equal to the product of (i) the average daily balance of the investment account for the month, multiplied by (ii) the annual prime rate for corporate borrowers quoted at the beginning of the quarter byThe Wall Street Journal(or (or such other comparable interest rate as the Compensation Committeecommittee may designate from time to time).employees”;employees;” (ii) “disability” as defined in Section 409A of the Internal Revenue Code; (iii) the participant’s death; (iv) a fixed date or fixed schedule selected by the participant at the time the deferral election was made; (v) an “unforeseeable emergency,” as defined in Section 409A of the Internal Revenue Code; (vi) a “change in control” of the Company, as defined in regulations issued by the Internal Revenue Service; and (vii) termination of the KEDCP.66www.hecla-mining.comCOMPENSATION OF NAMED EXECUTIVE OFFICERS and TerminationSienko)Brown). Mr. Sabala’s CIC Agreement terminated at the time of his retirement in June 2016.HallBrown) who each have a term of two years from the Effective Date). Any CIC Agreements entered into with newly hired executives will contain an employment term of two years from the Effective Date. The CIC Agreements automatically extend for an additional year on each anniversary date of the agreements unless we give notice of nonrenewal 60 days prior to the anniversary date. Under the CIC Agreements, a change in control is, with certain limitations, deemed to occur if: (i) an individual or entity (including a “group” under Section 13(d)(3) of the Exchange Act) becomes the beneficial owner of 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; (ii) as the result of a tender offer, merger, proxy fight or similar transaction, the persons who were previously directors of the Company cease to constitute a majority of the Board; (iii) consummation of the sale of all,54 EffectiveDate.Effective Date. For Messrs. Radford, Hall and Hall,Brown, and any other CIC Agreements entered into hereafter, the lump-sum defined amount is generally equivalent to two times.Anstarting on page 69 reflectssummarizes the circumstances under which our NEOs receive severance benefits upon termination or a change in control.Compensation
ElementTermination
Following a
Change in Control9Termination due to
Death or DisabilityInvoluntary Not
For Cause or
Voluntary
TerminationFor Cause
TerminationRetirement Base Salary Messrs. Baker and McDonald receive three times their annual base salary. Messrs. Hall, Radford and Brown receive two times their annual base salary. N/A N/A N/A N/A AIP Messrs. Baker and McDonald receive three times the highest AIP paid in the last three years. Messrs. Hall, Radford and Brown receive two times the highest AIP paid in the last three years. N/A N/A N/A N/A LTIP Messrs. Baker and McDonald receive three times the highest LTIP paid in the last three years. Messrs. Hall, Radford and Brown receive two times the highest LTIP paid in the last three years. Each NEO would receive a prorated portion of any LTIP plan in which the NEO was a participant. The surviving spouse or other beneficiary would receive the payment. N/A N/A In order to qualify for vesting of long-term award benefits, the employee must retire under the Hecla Mining Company Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods. RSUs All unvested RSUs will vest upon a change in control.10 All unvested RSUs shall vest immediately as of the date of such Disability or Death and shall be delivered to the spouse or beneficiary. N/A N/A If an employee retires before their restricted stock units have vested, they must meet certain requirements in order for their restricted stock units to continue to vest based on the applicable vesting schedule. In order to qualify for vesting of RSUs, the employee must retire under the Hecla Mining Company Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. 9 This means an involuntary termination without cause or voluntary termination for good reason within the stated period (three or two years) after the change in control. 10 Our 2010 Stock Incentive Plan provides for a double-trigger vesting. 55 Compensation
ElementTermination
Following a
Change in ControlTermination due to
Death or DisabilityInvoluntary Not
For Cause or
Voluntary
TerminationFor Cause
TerminationRetirement Performance-based Shares All unearned performance-based shares will immediately become earned and vested at 100% of target level as of the date of the change in control.11 The TSR performance goal will be deemed achieved at 100% of target level as of the date of such Disability or Death and shall be delivered to the spouse or beneficiary. N/A N/A In order to qualify for vesting of unearned performance-based shares, the employee must retire under the Hecla Mining Company Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. Health and Welfare Benefits For Messrs. Baker and McDonald - receive three years of health and welfare benefits and disability and life insurance premiums would be paid for such three-year period. In addition to any earned, but unused vacation, they would be eligible for up to $20,000 in outplacement assistance and the 401(k) match would be deposited in their accounts. For Messrs. Hall, Radford and Brown, the same would apply, but for two years. Unused vacation and the 401(k) match would be deposited in their account. N/A N/A Unused vacation, and the 401(k) match would be deposited in their accounts. payablethat would be paid to each of theour NEOs in the event of a termination of suchthe NEO’s employment under the terms of the NEO’s CIC Agreement. That table also shows the amount of compensation payable to each NEO upon voluntary termination; involuntary not for cause termination; for cause termination; termination following a change in control; and in the event of disability or death of the NEO.various scenarios listed above. The amounts shown assume that such termination was effective as of December 31, 2016,2018 and thus include amounts earned through such time, and are estimates of the amounts whichthat would be paid out to each NEO upon such NEO’s termination. The tables only include additional benefits that result from the NEOs upon their termination.termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan for any other reason. Please seeGrants of Plan-Based Awards for 2018 on page 51,Outstanding Equity Awards at Fiscal Year-End for 2018 on page 52,Pension Benefits table on page 53, and the section entitledNonqualified Deferred Compensation for 2018on page 54 for additional information. The actual amounts to be paid out can only be determined at the time of such NEO’s separation from Hecla.Payments Made Upon Termination.For voluntary and involuntary notTermination Payments and Benefits for Phillips S. Baker, Jr. Termination Following
a Change in Control
($) Disability
($) Death
($) Base Salary(1) 1,905,000 0 0 Annual Performance Compensation(2) 2,722,500 0 0 Unvested Restricted Stock Units(3) 531,503 531,503 531,503 Unearned Performance-based Shares(4) 610,940 610,940 610,940 Long-term Performance Compensation 5,992,125 (5) 2,667,125 (6) �� 2,667,125 (6) Benefits & Perquisites: Health and Welfare Benefits(7) 69,463 0 0 Life Insurance Benefits(8) 11,103 0 0 Outplacement 20,000 0 0 Total 11,862,634 3,809,568 3,809,568 cause terminations, NEOs may receive: (i) a prorated portion of short-term performance compensation; (ii) any amounts due under matured long-term performance compensation plans; (iii) one month of health and welfare benefits; and (iv) any earned, but unused vacation. Neither of these terminations would impact their vested retirement plans and the 401(k) match would be deposited in their accounts.double-trigger vesting.Payments Made Upon Retirement.The NEOs could receive a prorated portion of any short-term performance compensation and a prorated portion of any long-term compensation in effect at the time of their retirement. They would also receive one month of health and welfare56 2017 Proxy Statement67Termination Payments and Benefits for Lindsay A. Hall Termination Following
a Change in Control
($) Disability
($) Death
($) Base Salary(1) 760,000 0 0 Annual Performance Compensation(2) 570,000 0 0 Unvested Restricted Stock Units(3) 320,889 320,889 320,889 Unearned Performance-based Shares(4) 149,917 149,917 149,917 Long-term Performance Compensation 1,087,742 (5) 1,043,817 (6) 1,043,817 (6) Benefits & Perquisites: Health and Welfare Benefits(7) 9,504 0 0 Life Insurance Benefits(8) 6,924 0 0 Outplacement 20,000 0 0 Total 2,924,976 1,514,623 1,514,623 Termination Payments and Benefits for Lawrence P. Radford Termination Following
a Change in Control
($) Disability
($) Death
($) Base Salary(1) 832,000 0 0 Annual Performance Compensation(2) 1,368,000 0 0 Unvested Restricted Stock Unit(3) 431,434 431,434 431,434 Unearned Performance-based Shares(4) 233,102 233,102 233,102 Long-term Performance Compensation 1,429,700 (5) 1,175,150 (6) 1,175,150 (6) Benefits & Perquisites: Health and Welfare Benefits(7) 30,997 0 0 Life Insurance Benefits(8) 7,402 0 0 Outplacement 20,000 0 0 Total 4,352,635 1,839,686 1,839,686 Termination Payments and Benefits for Dean W.A. McDonald Termination Following
a Change in Control
($) Disability
($) Death
($) Base Salary(1) 825,000 0 0 Annual Performance Compensation(2) 1,113,750 0 0 Unvested Restricted Stock Units(3) 288,092 288,092 288,092 Unearned Performance-based Shares(4) 112,270 112,270 112,270 Long-term Performance Compensation 1,639,950 (5) 842,250 (6) 842,250 (6) Benefits & Perquisites: Health and Welfare Benefits(7) 14,256 0 0 Life Insurance Benefits(8) 8,695 0 0 Outplacement 20,000 0 0 Total 4,022,013 1,242,612 1,242,612 Termination Payments and Benefits for Robert D. Brown Termination Following
a Change in Control
($) Disability
($) Death
($) Base Salary(1) 528,000 0 0 Annual Performance Compensation(2) 464,640 0 0 Unvested Restricted Stock Units(3) 212,601 212,601 212,601 Unearned Performance-based Shares(4) 100,208 100,208 100,208 Long-term Performance Compensation 771,600 (5) 685,800 (6) 685,800 (6) Benefits & Perquisites: Health and Welfare Benefits(7) 9,504 0 0 Life Insurance Benefits(8) 6,924 0 0 Outplacement 20,000 0 0 Total 2,113,477 998,609 998,609 57 COMPENSATION OF NAMED EXECUTIVE OFFICERSbenefits and any earned but unused vacation, and the 401(k) match would be deposited in their accounts. As of December 31, 2016, Mr. Baker was the only NEO that qualified for early or regular retirement from the qualified Hecla Mining Company Retirement Plan.Payments Made Upon Death or Disability.Upon death or disability, the NEOs would receive a prorated portion of any short-term performance compensation, as well as a prorated portion of any long-term compensation plans in which the NEO was a participant. In both cases, retirement payments would be reduced in accordance with the terms of the plans and, in the case of death, the surviving spouse or other beneficiary would receive the payments. They would also receive one month of health and welfare benefits and any accrued, but unused vacation and the 401(k) match would be deposited in their accounts.Payments Made Upon a Change in Control.If a change in control occurs as defined in the NEOs’ CIC Agreements, they would be eligible for a prorated portion of any short-term performance compensation and a prorated portion of any long-term performance compensation as though they had been employed for an additional three years. They would also receive three years of health and welfare benefits and disability and life insurance premiums would be paid for such three-year period. In addition to any earned, but unused vacation, they would be eligible for up to $20,000 in outplacement assistance and the 401(k) match would be deposited in their accounts. Payment would be as if the NEO had been employed for an additional two years under the CIC Agreement with Messrs. Radford and Hall and any other CIC Agreements entered into hereafter.The CIC Agreements provide for specified payments and other benefits if the NEO’s employment is terminated either (i) by the NEO for good reason, or (ii) by Hecla or its successor other than for cause, death or disability, within the three years (two years for Messrs. Radford and Hall) following a change in control, or prior to a change in control if it can be demonstrated that the termination was related to a potential change in control.These payments and benefits include the following:●all accrued obligations;●(1)a lump-sum payment equal toRepresents three times the sum of the NEO’s then annual base salary and the NEO’s highest annual and long-term incentive payment for the three years prior to the change in control, with multiples of two years under the CIC Agreement with Messrs.Radford and Hall and any other CIC Agreement entered into hereafter;●a lump-sum payment equal to the difference in the Retirement Plan and Supplemental Plan benefits to which the NEO would be entitled on (i) the date of actual termination, and (ii) three years later (two years later under the CIC Agreement with Messrs. Radford and Hall and any other CIC Agreement entered into hereafter); and●McDonald and Sienko, the continued participationMcDonald. Represents two times annual base salary for three years in all of Hecla’s benefit plans and programs to which the NEO would be entitled on the date of the change in control (or provision of equivalent benefits if such continued participation was not possible under the terms of such plans and programs), or two years in the case of Messrs. Hall, Radford and Hall and any other CICAgreement entered into hereafter.In addition, the CIC Agreements, in conjunction with our equity compensation plans, provide for immediate vesting of all stock options and restricted stock awards in the event that, following a change in control, the NEO is terminated without cause or leaves for good reason (i.e., a “double trigger”). In such a situation, the LTIP would also pay out a prorated award based on target performance, regardless of actual performance. However, this payment directly offsets the cash severance payment by the same amount. These plan provisions are intended to recognize the value of the NEO’s long-term contribution to Hecla and to permit management decisions to be made without undo concern about possible termination following a change in control.68www.hecla-mining.comCOMPENSATION OF NAMED EXECUTIVE OFFICERSPotential Payments Upon Termination or Change in ControlExecutive Benefits and
Payments Upon Termination Voluntary
Termination on
12/31/16
($) Involuntary
Not For
Cause
Termination on
12/31/16
($) For Cause
Termination on
12/31/16
($) Termination
Following a
Change in
Control on
12/31/16
($) Disability on
12/31/16
($) Death on
12/31/16
($) Phillips S. Baker, Jr. Short-term Performance Compensation 907,500 907,500 — 2,722,500 1 907,500 907,500 Stock Options — — — — — — Restricted Stock — — — 1,669,223 — — Long-term Performance Compensation 1,968,875 1,968,875 1,968,875 5,906,625 2 2,918,875 2,918,875 Benefits & Perquisites: Retirement Plans3 5,055,776 5,055,776 5,055,776 8,046,663 7,399,889 4,997,208 Deferred Compensation4 4,657,883 4,657,883 4,657,883 4,657,883 4,657,883 4,657,883 Health and Welfare Benefits5 1,470 1,470 1,470 52,920 1,470 1,470 Disability Income6 — — — — 925,246 — Life Insurance Benefits7 — — — 11,103 — 325,000 Change in Control Payment8 — — — 1,452,000 — — Earned Vacation Pay9 37,230 37,230 37,230 37,230 37,230 37,230 Outplacement — — — 20,000 — — Total 12,628,734 12,628,734 11,721,234 24,576,147 16,848,093 13,845,166 Lindsay A. Hall Short-term Performance Compensation 205,200 205,200 — 410,400 1 205,200 205,200 Stock Options — — — — — — Restricted Stock — — — 290,175 — — Long-term Performance Compensation 120,827 120,827 120,827 241,654 2 365,789 365,789 Benefits & Perquisites: Retirement Plans3 13,146 13,146 13,146 75,857 13,186 9,384 Health and Welfare Benefits5 388 388 388 9,312 388 388 Disability Income6 — — — — 323,958 — Life Insurance Benefits7 — — — 5,904 — 250,000 Change in Control Payment8 — — — 684,000 — — Earned Vacation Pay9 26,307 26,307 26,307 26,307 26,307 26,307 Outplacement — — — 20,000 — — Total 365,868 365,868 160,668 1,763,609 934,828 857,068 Lawrence P. Radford Short-term Performance Compensation 684,000 684,000 — 1,368,000 1 684,000 684,000 Stock Options — — — — — — Restricted Stock — — — 1,067,791 — — Long-term Performance Compensation 704,650 704,650 704,650 1,409,300 2 1,071,314 1,071,314 Benefits & Perquisites: Retirement Plans3 462,126 462,126 462,126 639,723 676,244 451,377 Health and Welfare Benefits5 1,022 1,022 1,022 24,528 1,022 1,022 Disability Income6 — — — — 1,016,965 — Life Insurance Benefits7 — — — 7,402 — 325,000 Change in Control Payment8 — — — 684,000 — — Earned Vacation Pay9 19,731 19,731 19,731 19,731 19,731 19,731 Outplacement — — — 20,000 — — Total 1,871,529 1,871,529 1,187,529 5,240,475 3,469,276 2,552,444 2017 Proxy Statement69COMPENSATION OF NAMED EXECUTIVE OFFICERSExecutive Benefits and
Payments Upon Termination Voluntary
Termination on
12/31/16
($) Involuntary
Not For
Cause
Termination on
12/31/16
($) For Cause
Termination on
12/31/16
($) Termination
Following a
Change in
Control on
12/31/16
($) Disability on
12/31/16
($) Death on
12/31/16
($) Dr. Dean W.A. McDonald Short-term Performance Compensation 343,750 343,750 — 1,031,250 1 343,750 343,750 Stock Options — — — — — — Restricted Stock — — — 945,563 — — Long-term Performance Compensation 538,850 538,850 538,850 1,616,550 2 812,182 812,182 Benefits & Perquisites: Retirement Plans3 1,187,037 1,187,037 1,187,037 1,928,675 1,306,470 916,590 Health and Welfare Benefits5 388 388 388 13,968 388 388 Disability Income6 — — — — 395,718 — Life Insurance Benefits7 — — — 7,538 — 189,000 Change in Control Payment8 — — — 742,200 — — Earned Vacation Pay9 19,038 19,038 19,038 19,038 19,038 19,038 Outplacement — — — 20,000 — — Total 2,089,063 2,089,063 1,745,313 6,324,782 2,877,546 2,280,948 David C. Sienko Short-term Performance Compensation 330,000 330,000 — 990,000 1 330,000 330,000 Stock Options — — — — — — Restricted Stock — — — 485,392 — — Long-term Performance Compensation 393, 775 393,775 393,775 1,181,325 2 600,440 600,440 Benefits & Perquisites: Retirement Plans3 335,108 335,108 335,108 478,254 834,347 511,298 Health and Welfare Benefits5 438 438 438 15,768 438 438 Disability Income6 — — — — 1,417,481 — Life Insurance Benefits7 — — — 8,559 — 225,000 Change in Control Payment8 — — — 675,000 — — Earned Vacation Pay9 12,981 12,981 12,981 12,981 12,981 12,981 Outplacement — — — 20,000 — — Total 1,072,302 1,072,302 742,302 3,867,279 3,195,687 1,680,157 James A. Sabala* — — — — — — *Mr. Sabala retired in June 2016, at which time his Change in Control Agreement terminated.1(2)Represents three times the highest annual incentive payment paid in the last three years for Messrs. Baker McDonald and Sienko.McDonald. Represents two times the highest annual incentive payment paid in the last three years forto Messrs. Hall, Radford and Hall.Brown.2(3)In the event of a change in control, any unvested RSUs shall become immediately earned and vested as of the date of the change in control. In the event of termination by reason of disability or death, the unvested RSUs shall become immediately earned and vested as of the date of disability or death. The value is based on the closing price of Hecla’s common stock on the NYSE on December 31, 2018 ($2.36). Please see theOutstanding Equity Awards at Fiscal Year-End for 2018table on page ___ for more information. (4) For unearned performance-based shares, the values included in the table are based on the number of unearned performance-based shares that would have vested if termination occurred on the last business day of 2018, assuming target performance (258,873 shares for Mr. Baker, 63,524 shares for Mr. Hall, 98,772 for Mr. Radford, 47,572 shares for Dr. McDonald, and 42,461 shares for Mr. Brown), multiplied by the closing price of our common stock on the NYSE on December 31, 2018 ($2.36). In the event of a change in control, any unearned performance-based shares shall become immediately earned and vested as of the date of the change in control. In the event of termination by reason of disability or death, the unearned performance-based shares shall become immediately earned and vested as of the date of disability or death. The totals listed in the disability and death columns are based on the number of performance-based shares that would have vested if disability or death would have occurred on the last business day of 2018, assuming target performance for each of the NEOs, multiplied by the closing price of our common stock on the NYSE on December 31, 2018 ($2.36). (5) Represents three times the highest long-term incentive payment paid in the last three years for Messrs. Baker McDonald and Sienko.McDonald. Represents two times the highest long-term incentive payment paid in the last three years for Messrs. Hall, Radford and Hall.Brown.3Reflects(6)Represents the estimated lump-sum present valueprorated portion of qualifiedoutstanding LTIP plans for 2016-2018, 2017-2019 and nonqualified retirement plans to which the NEO would be entitled. Mr. Baker is the only NEO that qualified for early or regular retirement on December 31, 2016, under our retirement plan.2018-2020.4Reflects the lump-sum present value of shares held in Mr. Baker’s stock account under our KEDCP, based on the Company’s closing stock price on the NYSE on December 30, 2016 ($5.24).5(7)Reflects the estimated lump-sum value of all future premiums, which will continue to be paid by the Company on behalf of Messrs. Baker McDonald and SienkoMcDonald under our health and welfare benefit plans for three years upon a termination following a change in control and for one month otherwise.control. Reflects the estimated lump-sum value of all future premiums, which will continue to be paid by the Company on behalf of Messrs. Hall, Radford and HallBrown under our health and welfare benefit plans for two years upon a termination following a change in control and for one month otherwise.control.6Reflects the estimated lump-sum present value of all future payments which the NEO would be entitled to receive under our disability program.7(8)Reflects the estimated lump-sum value of the cost of coverage for life insurance provided by us to the NEO; provided, however, that the amount reflected under the heading “Death” reflects the estimated present value of the proceeds payable to the NEO’s beneficiaries upon his death.8Represents three times annual base salary for Messrs. Baker, McDonald and Sienko. Represents two times annual base salary for Messrs. Radford and Hall.9Represents lump-sum payment of earned vacation time accrued.each NEO.70www.hecla-mining.comContentsEQUITY COMPENSATION PLAN INFORMATIONEQUITY COMPENSATION PLAN INFORMATIONAsCEO pay to the pay of our “median employee.” The median employee was determined from a review of all employees as of December 31, 2016,2017. In this review, we applied the Company has three equity incentive compensation plansaverage 2017 U.S. Dollar exchange rate, as reported by Bloomberg, to the Canadian Dollar and the Mexican Peso. We determined our median employee by ranking employees from highest to lowest, excluding our CEO, based on W-2 earnings statements or comparable annual earnings statements for non-U.S. employees.approved bychanges in the shareholders under which sharesemployee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. Other than the Klondex merger, we determined that there were no changes in 2018 in our employee population or employee compensation arrangements that would result in a significant change in the ratio. However, our 2017 median employee had a change in circumstance that we believe would result in a significant change in our pay ratio disclosure. As a result, we believe it is no longer appropriate to use last year’s median employee for this year’s pay ratio calculation. Using the compensation measure used to select last year’s median employee, we identified an employee whose compensation is substantially similar to that of last year’s median employee.Company’scommon stock have been authorizedmedian employee was calculated in the same manner as the total compensation shown for issuanceour CEO in theSummary Compensation Table for 2018 on page 49 of this Proxy Statement.directors, officers, employees, and consultants. All outstanding awards relatethe pay of our median employee was 38.9 to our Common Stock.1.Number of Securities ToBe Issued UponExerciseof Outstanding Options,Warrants and RightsWeighted-AverageExercise Priceof Outstanding Options,Warrants and RightsNumber of SecuritiesRemaining Available ForFuture Issuance UnderEquity CompensationPlansEquity Compensation Plans Approved by Security Holders: 2010 Stock Incentive Plan—N/A8,302,326 Stock Plan for Nonemployee Directors—N/A438,459 Key Employee Deferred Compensation Plan—N/A511,303Equity Compensation Plans Not Approved bySecurity Holders——— Total——9,252,0882017 Proxy Statement71OTHER BENEFITSand certain hourly employees who are covered by separate plans, our NEOs participate in the Hecla Mining Company Qualified Retirement Plan (the “Retirement Plan”). Canadian NEOs participate in Canada’s public retirement income system, which includes the following components: (i) the Canada (or Quebec) Pension Plan, which is a contributory, earnings-related social insurance program, and (ii) the Old Age Security program. In addition, the Registered Retirement Savings Plan is a tax-deferred individual savings plan available to Canadian employees. Mexican employees participate in Mexico’s public retirement income system, which is based on contributions the employee, employer and the government submit to the retirement savings system. The system is administered through savings accounts managed by private fund managers selected by the participant.$210,000,$220,000, subject to specified adjustments, and is calculated using earnings not in excess of $265,000.$275,000. Upon reaching the normal retirement age of 65, each participant is eligible to receive annual58 72www.hecla-mining.comOTHER BENEFITS20162018 at age 65 having the years of service and final average annual earnings as specified. The table assumes Social Security covered compensation levels as in effect on January 1, 2016.2018.Final Average Years of Credited Service Annual Earnings 5 10 15 20 25 30 35 $ 100,000 $ 5,839 $ 11,677 $ 17,516 $ 23,354 $ 29,193 $ 35,031 $ 40,870 150,000 10,214 20,427 30,641 40,854 51,068 61,281 71,495 200,000 14,589 29,177 43,766 58,354 72,943 87,531 102,120 250,000 18,964 37,927 56,891 75,854 94,818 113,781 132,745 300,000 23,339 46,667 70,016 93,354 116,693 140,031 163,370 350,000 27,714 55,427 83,141 110,854 138,568 166,281 193,995 400,000 32,089 64,177 86,266 128,354 160,443 192,531 224,620 450,000 36,464 72,927 109,391 145,854 182,318 218,781 255,245 500,000 40,839 81,677 122,516 163,354 204,193 245,031 285,870 550,000 45,214 90,427 135,641 180,854 226,068 271,281 316,495 600,000 49,589 99,177 148,766 198,354 247,943 297,531 347,120 650,000 53,964 107,927 161,891 215,854 269,818 323,781 377,745 700,000 58,339 116,677 175,016 233,354 291,693 350,031 408,370 750,000 62,714 125,427 188,141 250,854 313,568 376,281 438,995 800,000 67,089 134,177 201,266 268,354 335,443 402,531 469,620 850,000 71,464 142,927 214,391 285,854 357,318 428,781 500,245 900,000 75,839 151,677 227,516 303,354 379,193 455,031 530,870 950,000 80,214 160,427 240,641 320,854 401,068 481,281 561,495 1,000,000 84,589 169,177 253,766 338,354 422,943 507,531 592,120 Final Average
Annual Earnings Years of Credited Service 5 10 15 20 25 30 35 $ 100,000 $ 5,633 $ 11,266 $ 16,899 $ 22,531 $ 28,164 $ 33,797 $ 39,430 150,000 10,008 20,016 30,024 40,031 50,039 60,047 70,055 200,000 14,383 28,766 43,149 57,531 71,914 86,297 100,680 250,000 18,758 37,516 56,274 75,031 93,789 112,547 131,305 300,000 23,133 46,266 69,399 92,531 115,664 138,797 161,930 350,000 27,508 55,016 82,524 110,031 137,539 165,047 192,555 400,000 31,883 63,766 95,649 127,531 159,414 191,297 223,180 450,000 36,258 72,516 108,774 145,031 181,289 217,547 253,805 500,000 40,633 81,266 121,899 162,531 203,164 243,797 284,430 550,000 45,008 90,016 135,024 180,031 225,039 270,047 315,055 600,000 49,383 98,766 148,149 197,531 246,914 296,297 345,680 650,000 53,758 107,516 161,274 215,031 268,789 322,547 376,305 700,000 58,133 116,266 174,399 232,531 290,664 348,797 406,930 750,000 62,508 125,016 187,524 250,031 312,539 375,047 437,555 800,000 66,883 133,766 200,649 267,531 334,414 401,297 468,180 850,000 71,258 142,516 213,774 285,031 356,289 427,547 498,805 900,000 75,633 151,266 226,899 302,531 378,164 453,797 529,430 950,000 80,008 160,016 240,024 320,031 400,039 480,047 560,055 1,000,000 84,383 168,766 253,149 337,531 421,914 506,297 590,680
As of December 31, 2016,2018, the following executive officers have completed the indicated number of full years of credited service: P. Baker, 15 years; J. Sabala, 817 years; L. Radford, 57 years; D. McDonald, 1012 years; D. Sienko, 6R. Brown, 3 years; and L. Hall, 0 years.1 year.59 2017 Proxy Statement73OTHER BENEFITSPROPOSAL 4 The following table shows pension information under the Hecla Mining Company Retirement Plan and the SERP for the NEOs as of December 31, 2016. The terms and conditions for participation in, and payments from, these plans are described above under “Retirement Plan.” The actuarial present value of accumulated benefit isdetermined using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age of 65, or the current age if eligible for early retirement. These assumptions are described in the pension footnotes to our financial statements included in our Annual Report on Form 10-K.Name Plan Name Number of Years
Credited Service
(#) Present Value of
Accumulated Benefit
($) Payments During
Last Calendar Year
($)Phillips S. Baker, Jr. Hecla Mining Company Retirement Plan 15 516,073 — Hecla Mining Company Supplemental Excess Retirement Plan 4,539,703 — Lindsay A. Hall1 Hecla Mining Company Retirement Plan 0 13,146 — Hecla Mining Company Supplemental Excess Retirement Plan — — Lawrence P. Radford Hecla Mining Company Retirement Plan 5 174,594 — Hecla Mining Company Supplemental Excess Retirement Plan 287,532 — Dr. Dean W.A. McDonald1 Hecla Mining Company Retirement Plan 10 414,981 — Hecla Mining Company Supplemental Excess Retirement Plan 772,056 — David C. Sienko Hecla Mining Company Retirement Plan 6 163,127 — Hecla Mining Company Supplemental Excess Retirement Plan 171,981 — James A. Sabala Hecla Mining Company Retirement Plan 8 368,125 — Hecla Mining Company Supplemental Excess Retirement Plan 1,082,979 — 1As non U.S. citizens, Mr. Hall and Dr. McDonald are not participants in the Retirement Plan, or the unfunded SERP. In lieu of participation in these plans, Mr. Hall and Dr. McDonald are expected to receive a similar benefit as if they had participated in these plans.74www.hecla-mining.comPROPOSAL 3 – APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATIONPROPOSAL 3 – APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATIONOur Board, pursuant to Section 14A of the Securities Exchange Act of 1934, seeks your vote to approve, on an advisory basis, the compensation of our NEOs as set forth under the headingCompensation Discussion and Analysisbeginning on page 33 and in the accompanying compensation tables beginning on page 61, and related material. The Board believes strongly that the Company’s current executive compensation program is right for the Company and our shareholders at the current time. The Company’s executive compensation program is designed to attract, retain, and motivate talented individuals who possess the executive experience and the leadership skills needed by the Company in order to maintain and increase shareholder value. The Company seeks to provide executive compensation that is competitive with that provided by companies in our peer group within the mining industry. The Company also seeks to provide both near-term and long-term financial incentives to our executives that reward them for good performance and achieving financial results and strategic objectives that are expected to contribute to increased long-term shareholder value.Underlying these incentives is a strong philosophy of “pay-for-performance” that forms the foundation of decisions regarding the compensation of our NEOs. This compensation philosophy, which has been consistent over many years, is designed to align the interests of our NEOs with the interests of our shareholders and is central to our ability to attract, retain and motivate executive leaders to guide the Company through market challenges over the long-term.The Company has demonstrated consistent strong financial performance both in the short-term and in the long-term. The Company believes that our NEOs have contributed significantly to these achievements. Their tenure with the Company ranges from approximately one year to 15 years, providing the Company with consistent, steady and experienced leadership that has been able to guide the Company to consistent strong financial performance over multi-year periods.The Board strongly believes in the effectiveness and appropriateness of our executive compensation program. We believe this confidence is shared by our shareholders, as evidenced by the favorable vote of 81% of our shareholders on the proposal to approve NEO compensation presented at last year’s annual meeting. Our compensation practices did not substantially change from calendar year 2016 to calendar year 2017 and the Board hopes our shareholders will continue to believe in the effectiveness and appropriateness of our executive compensation program, and will express that belief through a favorable vote on this proposal at this Annual Meeting.The vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board. However, the Board and the Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.We are asking shareholders to approve the following resolution at the 2017 Annual Meeting:“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, described in the Compensation Discussion and Analysis, Summary Compensation Table for 2016, and the related compensation tables and narrative in the Proxy Statement for the Company’s 2017 Annual Shareholders’ Meeting, is hereby APPROVED.”The Board recommends that you vote “FOR” approval of the compensation of our NEOs.2017 Proxy Statement 75PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONPROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONThe Company is providing shareholders with the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently to cast future advisory votes on the compensation of our NEOs (commonly referred to as “Say-on-Pay”). Shareholders may indicate whether they would prefer that the Company conduct future advisory votes on executive compensation once every one, two or three years (commonly referred to as “Say-on-Frequency”).At our 2011 annual meeting, shareholders voted for annual say-on-pay advisory votes on NEO compensation. The Company has held advisory say-on-pay votes on the compensation of our NEOs at every subsequent annual meeting. We are required to hold a Say-on-Frequency vote every six years.The Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company and recommends shareholders vote for a one-year interval for the advisory vote on executive compensation.The Board recommends an annual advisory vote on executive compensation because it allows for frequent input from our shareholders on our compensation philosophy, policies and practices. Similarly, any shareholder concerns about our executive compensation program can be expressed through a vote without having to wait two or three years. In addition, the Board considered survey data on our institutional shareholders’ preferences, which reflected an annual advisory vote to approve the NEOs’ compensation.The vote on the frequency of the advisory vote on executive compensation is advisory and not binding on the Company, the Board, or the Compensation Committee.The Company recognizes shareholders may have different views as to the best approach for the Company. The Board and the Compensation Committee will consider the outcome of the vote; however, when considering the frequency of future advisory votes on executive compensation, the Board may decide it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our shareholders. Also, in accordance with applicable law, shareholders will have the opportunity to recommend the frequency of future advisory votes on executive compensation at least once every six years.Shareholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years, or three years (or abstain) when voting in response to the following resolution:“RESOLVED, that the shareholders determine, on an advisory basis, whether the preferred frequency of an advisory vote on the executive compensation of the Company’s NEOs should be every one year, every two years, or every three years.”The frequency option – one year, two years, or three years – that receives the most votes “FOR” of all votes cast on the proposal will be the frequency option approved by the shareholders.The Board recommends an advisory vote on executive compensation be held annually.76www.hecla-mining.comPROPOSAL 5 – APPROVAL OF AMENDMENT AND RESTATEMENT OF STOCK PLAN FOR NONEMPLOYEE DIRECTORSPROPOSAL 5 – APPROVAL OF AMENDMENT AND RESTATEMENT OF STOCK PLAN FOR NONEMPLOYEE DIRECTORSOverviewfor Nonemployee Directors (the “Director Stock“2010 Incentive Plan”) originally became effective following shareholder approval on May 5, 1995.21, 2010. The Director Stock Plan was subsequently amended,plan permits the Company to grant equity awards in each instanceorder to (i) attract, retain and reward key talent, (ii) provide stock-based incentives that promote the Company’s short and long-term financial growth and stability, and (iii) align the interests of eligible key employees, officers, and other eligible service providers with the approvallong-term interests of our shareholders, on July 18, 2002, February 25, 2004, May 6, 2005, December 10, 2007, and May 24, 2012.shareholders.Director Stock2010 Incentive Plan, which amendment and restatement was approved by the Board on February 21, 2017March 20, 2019 (subject to shareholder approval),. We refer to this amendment and which would, among other things:restatement of the 2010 Incentive Plan as the “Amended Plan.”●extendNo single-trigger acceleration. Under the expiration dateAmended Plan, we do not automatically accelerate vesting of awards in connection with a change in control on the planCompany.· No Liberal Share Counting. The Amended Plan prohibits the Company from re-using shares that are tendered or surrendered to May 15, 2027;●eliminate nonemployee director participationpay the exercise cost or tax obligation of grants. The only shares that are re-used in the 2010 Stock IncentiveAmended Plan (andare for awards that have nonemployee directors receivebeen canceled, forfeited, expired or for awards settled in cash.· Minimum Vesting Requirements. The Amended Plan includes minimum vesting requirements. Equity-based awards generally cannot vest earlier than one year after grant. Certain limited exceptions are permitted. · Dividends. We do not pay dividends or dividend equivalents on stock options, SARs, or RSUs. We also do not pay dividends on unearned restricted shares or other stock-based awards, solelyexcept to the extent the award actually becomes vested.· Clawback. Awards granted under the Director Stock Plan);●limitAmended Plan are subject to the events that constitute a “Change in Control” (as defined below) under the plan;●increase the maximum number of shares available for issuance under the plan by 2,000,000, from 1,000,000 currently (of which 434,776 remain available) to 3,000,000 (corresponding with the termination of the nonemployee directors participation in the 2010 Stock Incentive Plan);●limit the amount of compensation that may be paid to a nonemployee director in a calendar year, under theplan and all other Company director compensation arrangements; and●place the powers and authorities related to administration of the plan with the Board.The Director Stockis intendedcontinues to help us attract and retain qualified persons to serve as nonemployee directors of the Company and to solidify the common interests of those directors and our shareholders in enhancing the value of our common stock. We believeinclude other features that the Director Stock Plan is an important tool in attracting and maintaining qualified persons to serve on the Board and that it effectively alignsprotect the interests of Board members with thoseour long-term shareholders, including:· Limitation on terms of stock options and stock appreciation rights. The maximum term of each stock option and stock appreciation right, or SAR, is ten years. · No repricing or grant of discounted stock options or SARs. The Amended Plan does not permit the repricing of options or SARs. The Amended Plan prohibits the granting of stock options or SARs with an exercise price less than the fair market value of the common stock on the date of grant. our shareholders.As of February 21, 2017, 434,776 shares of common stock remained reserved for issuance to nonemployee directors under the Director Stock Plan. On February 21, 2017, the Board approved, subject to shareholder approval, an amendmentSection 422 of the Director Stock Plan that would make available 3,000,000 shares of common stock be issued under the Director Stock PlanInternal Revenue Code (the “Code”), and affect the other changes described above. our shareholders approve the amended and restated Director Stock Plan, it will remain in effect until May 15, 2027, unless it is terminated earlier by the Board. If our shareholders do not approve the amendedAmended Plan, the Company may be compelled to increase the cash component of compensation for the key employees and restated Director Stockofficers because the Company would need to replace components of compensation previously delivered in equity awards.60 it will expireresult in additional dilution or “overhang” for our shareholders. As commonly calculated, the total potential overhang resulting from the Amended Plan would be approximately 4.5%, calculated as of April 1, 2019 as follows:(a) Incremental Share Request Subject to Shareholder Approval 20,000,000 (b) Shares Underlying Outstanding Awards 3,236,613 (c) Shares currently available under the 2010 Incentive Plan 10,447 (d) Total shares authorized for, or outstanding under, equity awards (a + b + c) 23,247,060 (e) Total shares outstanding 486,585,127 (f) Fully Diluted Overhang (d/(d+e)) 4.5% July 17, 2017.March 19, 2019 of $2.40 per share, we intend the proposed share reserve for the Amended Plan to cover all of our stock awards for the next five years.Description of Amended and Restated Director Stock Planprincipalmaterial features of the Director Stock Plan, as amended and restated.Amended Plan. This summary however, does not purport to be a complete description of all of the provisions of the Director StockAmended Plan. A copyIt is qualified in its entirety by reference to the full text of the Director StockAmended Plan, is attached towhich has been filed with the SEC with this Proxy Statement and is included herewith as Appendix A.Exhibit “A.”Credit of SharesThe Director Stock Plan provides that each nonemployee directorMaterial Features of the CompanyAmended Plancredited a stock retainer on September 30 of each year in addition to any annual cash retainer paid toadministered by the director. Currently, we have eight nonemployee directors on the Board. Nonemployeedirectors are membersCompensation Committee of the Board, who are not full-time employeesor such other committee of the CompanyBoard as the Board may from time to time designate comprised of two or any subsidiary. Undermore “non-employee directors” within the Director Stock Plan, beginning in 2017, on September 30meaning of each year, each nonemployee directorthe rules under Section 16 of the Securities Exchange Act of 1934, as amended (the “Committee”). The Committee will have the authority to: (i) select officers, employees, and certain independent consultants to whom awards may be credited agranted; (ii) determine the type of award, and the number of shares of our common stock determined2017 Proxy Statement 77Tablecovered by each award; and (iii) determine the terms and conditions of ContentsPROPOSAL 5 – APPROVAL OF AMENDMENT AND RESTATEMENT OF STOCK PLAN FOR NONEMPLOYEE DIRECTORSdividing the annual retainer payableCommittee pursuant to the director for service on the Board for that year, by the average closing price of our common stock on the NYSE for the prior calendar year. The Director Stock Plan does not permit ournonemployee directors to receive awards under any other equity compensation plan of the Company or any affiliate while participating in the Director Stock Plan.Contributions to the TrustA minimum of 25% of the annual stock retainer under the Director StockAmended Plan will be contributedfinal and binding.a grantor trust established by the Company. Each director may elect, prior20,000,000 shares of common stock pursuant to the first daygrant or exercise of awards. If any award under the applicable year, to have2010 Incentive Plan made before May 23, 2019, or any award made under the Amended Plan from and after May 23, 2019, expires, or is terminated, surrendered or forfeited (including a greater percentage contributed torepurchase of unvested shares at no more than the grantor trustcost, if any, paid for that year. The remaining portion ofsuch shares), in whole or in part, the unissued common stock retainercovered by such award will again be transferred toavailable for the nonemployee director as soon as practicable after the applicable September 30. The trust shares will be held together with any dividends and distributions with respect thereto, until they are delivered in accordance with the terms of the Director Stock Plan. The assets of the trust will remain subject to the claims of our creditors.Nonemployee directors who join the Board afterSeptember 30 of any year will be credited with a pro rata grant of shares when they join the Board. A minimum of 25% of their stock retainers for that year will be contributed to the trust. Each director may elect, within 30 days after becoming a participant in the Director Stock Plan, to have a greater percentage contributed to the grantor trust for that year. The remaining portion will be transferred to these directors as soon as practicable after they become members of the Board.Delivery of Trust SharesUnder the Director Stock Plan, the shares held in the trust will be delivered to the nonemployee director on (or beginning on) the earliest to occur of: (1) death; (2) disability; (3) retirement from the Board; (4) a cessation of the nonemployee director’s Board service for any other reason; (5) a change in control of the Company; or (6) a specified date elected by the director that is at least two years after the stock retainer is credited to the director.Subject to certain restrictions, nonemployee directors may elect delivery of their trust sharesawards under the Director Stock Plan in annual installments over 5, 10 or 15 yearsif the delivery event is death, disability or retirement. If the delivery event is normal cessation from Board service, a change in control of the Company or a specified date,Amended Plan. Up to all trust shares will be delivered in one lump sum. Upon delivery, a nonemployee director will receive the trust shares plus (1) any dividends and distributions that the nonemployee director would have received with respect to the trust shares if such shares had been delivered at the time they were credited, and (2) interest at a rate equal to our cost of funds on all such distributions from the date they would have been received through the date of delivery.Change in ControlUnder the Director Stock Plan, a change in control occurs if (1) a person or entity acquires 50% or more of either the fair market value of the outstanding commonmay be granted as incentive stock of the Company or the combined voting power of the outstanding voting securities entitled to vote in an election of directors (subject to certain exclusions); (2) a person or entity acquires 30% or more of the combined voting power of the Company during a 12-month period (subject to certain exclusions); (3) a majority of the incumbent directors are replaced during any 12-month period by directors whose appointment is not endorsed by a majority of the incumbent directors; or (4) a person acquires assets of the Company during a 12-month period that have a total gross fair market value of at least 40% of the gross fair market value of all of the assets of the Company (subject to certain exclusions). If an amount or benefit under the Director Stock Plan is considered “deferred compensation”options under Internal Revenue Code Section 409A422. Any award settled in cash will not be counted as shares of common stock for any purpose under the Amended Plan. Likewise, awards granted in assumption of or in substitution for awards previously granted by an acquired company will not be counted as shares of common stock for any purpose under the Amended Plan.would be affected by a change in control,prohibits so-called “liberal share counting.” Accordingly, the amount or benefit is subject to the change in control also constituting a “change in control event” under Section 409A.Number of Authorized SharesIf the amended and restated Director Stock Plan is approved by our shareholders, the maximum number of shares of our common stock that mayavailable for the purpose of awards under the Amended Plan is reduced by: (i) the total number of SARs exercised, regardless of whether any of the shares of common stock underlying the SARs are not actually issued to the participant as the result of a net settlement; and (ii) any shares of common stock used to pay any exercise price for a stock option or tax withholding obligation with respect to any award (including restricted stock and RSUs). Any shares of common stock purchased on the open market with the proceeds of stock option exercises are not added back to the available share pool under the Amended Plan. The shares subject to grant under the Amended Plan are to be issued underthe plan will be 3,000,000. made available from authorized but unissued shares or from treasury shares as determined from time to time by the Board.common stock by reasonCompany, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any stock dividend, split, split-up, split-off, spin-off, combinationpartial or complete liquidation of the Company, the Committee or Board will make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Amended Plan, in the number, kind and option price of shares subject to outstanding stock options and SARs, in61 78www.hecla-mining.comPROPOSAL 5 – APPROVAL OF AMENDMENT AND RESTATEMENT OF STOCK PLAN FOR NONEMPLOYEE DIRECTORSexchange of shares, an offering of warrants or rights to purchase common stock at a price below its fair market value, reclassification, recapitalization, reorganization, reincorporation, merger, consolidation or other changein capitalization, appropriate adjustment will be made by the Board in the number and kind of shares subject to other outstanding awards and/or such other equitable substitution or adjustments as it determines to be appropriate in its sole discretion, provided that the Director Stock Plan.Annual Director Compensation LimitUnder the Director Stock Plan, the maximum valuenumber of stock retainers credited during any calendar yearshares subject to any nonemployee director, taken together with any cash feesaward shall always be a whole number.value of any awards granted pursuantAmended Plan is the same as under the 2010 Stock Incentive Plan and is limited to any otherequity compensation planofficers, employees, and certain independent consultants of the Company, its affiliates or an affiliate, maysubsidiaries, as determined by the Committee. Non-employee directors are not exceed (i) $900,000 foreligible. Participation in the ChairAmended Plan is at the discretion of the BoardCommittee. As of April 1, 2019, there were approximately 160 eligible participants under the 2010 Incentive Plan, including seven executive officers.(ii) $675,000 for each nonemployee director provisions as the Committee may determine to be necessary or desirable:· incentive stock options (“ISOs”); · nonqualified stock options (“NSOs”); · SARs; · restricted stock; · restricted stock units (“RSUs”); · performance units; and · other stock-based awards. Chairfair market value of such shares on the date of grant. The Amended Plan permits optionees, with the approval of the Board.AdministrationDirector Stock Planterm of options will be administeredas determined by the Board. The Board will have the full power and authority to take all actions and make all determinations required or provided for under the Director Stock Plan and to take all other actions that the Board may deem necessary or appropriate for the administration of the plan. All actions by the Boardunder the Director Stock Plan will be in the Board’s sole discretion and will be final, binding and conclusive. The Board may delegate its responsibilities and authority under the Director Stock Plan to the Compensation Committee, or such other committee as it deems appropriate.Term, Amendment and TerminationIf the amended and restated Director Stock Plan is approved by our shareholders, it will remain in effect until May 15, 2027, unless it is terminated earlier by the Board. If the amended and restated Director Stock Plan is not so approved it will expire July 17, 2017. The Board may from time to time amend or suspend the Director Stock Plan without further approval of our shareholders, unless the Board determines that shareholder approval is required. In addition, the planbut may not be amended without shareholder approvallonger than ten (10) years from the date of grant (or five (5) years in the case of an ISO granted to an optionee who, at the time the ISO is granted, owns common stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company). The Committee will determine the conditions under which options will become exercisable, and the extent to which they will be exercisable after the option holder’s employment terminates. Generally, options terminate upon:· immediately upon the option holder’s termination of employment for cause (as defined in the Amended Plan); · one (1) year after the option holder’s death; · three (3) years after the option holder’s employment terminates because of disability; · five (5) years after the option holder’s retirement; and · three (3) months after the option holder’s employment terminates for any other reason. 62 approval isawards (including applicable performance goals) need not be the same with respect to each recipient. Performance units are generally forfeited upon termination of employment, except as otherwise required by law orset forth in the award agreement or determined by the Committee. Payment of performance units to the extent earned may be made in shares of common stock, exchange rule.cash, or a combination, as determined by the Committee.terminatebe made that would impair the Director Stock Plan at any timerights of a participant under and award without the participant’s consent, subject to Section 409A. Nocertain limited exceptions. Also, no amendment or suspension of the Director Stock Plan may,will be made without the consent of the affected director, materially impairCompany’s stockholders to the rightsextent such consent is required by law or obligationsagreement. See “No Repricing” below for additional restrictions on amendments to stock options and SARs.director.Company, as defined in the Amended Plan, treatment of awards will depend on whether the awards have been assumed, converted or replaced by the successor in the transaction:· To the extent outstanding awards are assumed, converted, or replaced by the resulting entity in the change-in-control, if, within 24 months after the change-in-control, the participant has a termination of employment initiated by the successor other than for cause (which may include a termination of employment initiated by the participant for “good reason” if provided in the applicable award agreement), the award will become fully vested and exercisable upon such termination of employment. This is often referred to as “double-trigger” vesting. For performance units or other awards that vest based on performance, the vesting at termination of employment will be based on the assumed achievement of target goals, or if greater, based on achievement of performance measured through the fiscal quarter immediately preceding the change-in-control. · To the extent outstanding awards are not assumed, converted, or replaced by the resulting entity in the change-in-control, then upon the change-in-control awards will become fully vested and exercisable. For performance units or other awards that vest based on performance, the vesting will be based on the assumed achievement of target goals, or if greater based on achievement of performance measured through the fiscal quarter immediately preceding the change-in-control. Director Stock Plan generally applicableawards, and recipients should consult with their own tax advisors with respect to the Company and to participantstax consequences inherent in the plan who are subject to U.S. federal taxes. The summary is based onownership and/or exercise of the Internal Revenue Code, applicable Treasury Regulationsawards, and administrativethe ownership and judicial interpretations thereof, each as in effect on the date of this Proxy Statement, and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequencesdisposition of any state, local or foreign tax laws.underlying securities. Tax consequences will also vary depending upon the jurisdiction where the recipient of the award may reside.nonemployee directorparticipant generally will not recognize taxable income upon the deliverygrant or vesting of sharesa nonqualified stock option (or related SAR). Upon the exercise of a nonqualified stock option (or related SAR), a participant generally will recognize compensation taxable as ordinary income in an amount equal to the directorunder the Director Stock Plan. The amount of income generally will equaldifference between the fair market value of the shares delivered, measuredunderlying the stock option on the date of exercise and the nonemployee director recognizesexercise price of the compensation income. Dividendsstock option. When a participant sells the shares, the63 other distributionsthe tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the exercise price of the stock option.are made with respecttime as if the stock option were a nonqualified stock option). If a participant sells or otherwise disposes of the shares acquired upon exercise of an incentive stock option after the later of (a) one year from the date the participant exercised the option and (b) two years from the grant date of the stock option, the participant generally will recognize long-term capital gain or loss equal to plan awards prior to deliverythe difference between the amount the participant received in the disposition and the exercise price of the stock option. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option before these holding period requirements are satisfied, the disposition will alsoconstitute a “disqualifying disposition,” and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair market value of the shares on the date of exercise over the exercise price of the stock option (or, if less, the excess of the amount realized on the disposition of the shares over the exercise price of the stock option). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as compensationshort-term or long-term capital gain, as the case may be.nonemployee directors whenfair market value (on the vesting or payout date) of the shares or cash received by them, as willminus any interest paid thereon. amount paid. For restricted stock only, a participant may instead elect to be taxed at the time of grant.Company, in computing itsU.S. federal income tax consequences of other stock-based awards will depend upon the specific terms of each award, but generally the participant will recognize ordinary income at the time of vesting or payout equal to the fair market value (on the vesting or payout date) of the shares or cash received minus any amount paid.compensation deductionsa deduction at the same timestime, and in the same amountsamount, as a participant recognizes ordinary income, subject to certain limitations imposed under the nonemployee directors recognize taxableCode, including Section 162(m). Under Section 162(m) as amended by the Tax Act, we cannot deduct compensation income.paid to certain covered employees in a calendar year that exceeds $1 million.For more information aboutDirector StockAmended Plan comply with, or otherwise be exempt from, Code Section 409A (to the extent applicable), but make no representation or warranty to that effect.payments made thereunder, please see “Compensationto take such other action as may be necessary to satisfy all obligations for the payment of Non-Management Directors” beginning on page 26.applicable withholding taxes. We are not required to issue any shares of common stock or otherwise settle an award under the Amended Plan until all tax withholding obligations are satisfied.2017 Proxy Statement 79PROPOSAL 5 – APPROVAL OF AMENDMENT AND RESTATEMENT OF STOCK PLAN FOR NONEMPLOYEE DIRECTORSNew Plan Benefitsshows the dollar values that the individuals and groups referred to below will receivesummarizes information about our equity compensation plans as of December 31, 2018. The table updates information as originally reported in 2017 if the Director Stock Plan is approved by the Company’s shareholdersAnnual Report on Form 10-K for the year ended December 31, 2018. All outstanding awards relate to our common stock. Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price
of Outstanding
Options,
Warrants and Rights Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
PlansEquity Compensation Plans Approved by Security Holders: 2010 Stock Incentive Plan 3,236,613 N/A 3,607,822 Stock Plan for Nonemployee Directors 544,147 N/A 3,120,707 Key Employee Deferred Compensation
Plan 1,760,728 N/A 433,833 Equity Compensation Plans Not Approved by Security Holders — — — Total 5,541,488 N/A 7,162,362 64 thisthe Annual Meeting, (basedwhether in person or by proxy. Under a majority 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 $100,000 annual retainer payable to nonemployee directorsoutcome of the Company asvote. Votes marked “against” will have an effect on the outcome of the Record Date, which annual retainer amount is subject to change). Executive officers, employee directors and employees of the Company are not eligible to participate in the Director Stock Plan.vote.New Plan BenefitsName and PositionDollar ValueNumber of SharesPhillips S. Baker, Jr., President and CEO$0—Lindsay A. Hall, Senior Vice President and CFO$0—Lawrence P. Radford, Senior Vice President - Operations$0 —Dr. Dean W.A. McDonald, Senior Vice President - Exploration$0—David C. Sienko, Vice President - General Counsel$0—Executive group$0—Non-Executive Director Group
$100,00012Non-Executive Officer Group$0—1Represents the amount to be received by each nonemployee director based on the annual retainer payable as of the Record Date. The aggregate value of annual awards to all nonemployee directors under the Director Stock Plan will depend on (1) the amount of the annual retainer payable to such directors on September 30 of each year and (2) the number of such directors in office on September 30 of each year, both of which are subject to change. If the Director Stock Plan is approved by the Company’s shareholders at the 2017 Annual Meeting, and the amount of the annual retainer payable to nonemployee directors and the number of such directors remains unchanged from the Record Date, the aggregate value of awards to all nonemployee directors for 2017 would be $800,000.2On September 30, 2017, each nonemployee director will be credited a number of shares of our common stock determined by dividing the annual retainer payable to nonemployee directors on such date (which annual retainer currently is $100,000) by the average closing price of our common stock on the NYSE for the prior calendar year.TheOur Board recommends shareholders vote “FOR”“FOR” the approval of the Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors in substantially the same form as included in asAppendix A to this Proxy Statement.65 80www.hecla-mining.comPROPOSAL 6 – APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCKPROPOSAL 6 – APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCKThe Board believes that it is in the Company’s best interest to approve a proposal to amend our Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 750,000,000. The terms, including the par value, of the common stock will remain unchanged.As of March 27, 2017, 395,826,290 of our 500,000,000 currently authorized shares of common stock were issuedand outstanding. Of the remaining authorized shares of common stock, 9,759,530 shares in the aggregate were reserved for issuance in connection with: (i) our stock-based compensation plans; and (ii) conversion of our outstanding Series B Cumulative Preferred Stock. As of March 27, 2017, 157,816 shares of our 5,000,000 currently authorized shares of preferred stock were issued and outstanding.Reasons for the Proposed Increase in Authorized CapitalThe purpose of the proposed amendment is to allow us to have a sufficient number of shares of authorized and unissued common stock to be used for such corporate purposes as may, from time to time, be considered advisable by the Board. Having such shares available for issuance in the future will give Hecla greater flexibility and will allow the shares to be issued as determined by the Board without the expense and delay of a special meeting of our shareholders to approve the additional authorized capital stock. The corporate purposes for which we mayissue common stock could include, without limitation, acquisitions of other companies or assets, exchange offers for debt or other equity, new equity offerings to raise capital, stock splits, paying stock dividends, and providing incentives to employees, officers and directors pursuant to our various stock plans or in connection with the adoption of additional stock-based incentive plans, such as the amended and restated Stock Plan for Nonemployee Directors (See Proposal 5). The Board will determine the terms of any issuance of additional shares.Possible Effects of the Proposed AmendmentThe increase in our authorized common stock will not have any immediate effect on the rights of existing shareholders. To the extent that the additional authorized shares are issued in the future, such shares will have a dilutive effect on the voting power and percentage equity ownership of our existing shareholders and, depending on the price at which they are issued, may have a dilutive effect on both the book value and market value of shares owned by our existing shareholders. The holders of our common stock have no preemptive rights to subscribe for or purchase any additional shares of our common stock that may be issued in the future.We have not proposed the increase in the authorized number of shares with the intention of using the additionalshares for anti-takeover purposes, although we could theoretically use the additional shares to make it more difficult or to discourage an attempt to acquire control of the Company because the issuance of such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of us.No further action or authorization by our shareholders would be necessary prior to the issuance of the additional shares authorized by the proposed amendment to our Certificate of Incorporation unless required in a particular transaction by applicable provisions of the Certificate of Incorporation, law or by the regulations of a stock exchange or other regulatory agency. Therefore, there may be instances where we have a sufficient number of2017 Proxy Statement81PROPOSAL 6 – APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCKauthorized but unissued shares to engage in a transaction, but we would still need shareholder approval to enter into the transactions.We do not have any current plans, agreements or understandings for stock issuances which in the aggregate would involve the use of a number of shares that exceeds the amount currently authorized but unissued.On February 21, 2017, the Board unanimously adopted resolutions setting forth the proposed amendment to our Certificate of Incorporation declaring its advisability and directing that the proposed amendment be submitted to the shareholders for their approval at the Annual Meeting. If adopted by the shareholders, the amendment will become effective upon filing of an appropriate amendment to our Certificate of Incorporation with the Delaware Secretary of State.The full text of the proposed revised Section 1 of Article IV of our Certificate of Incorporation is set forth as follows:ARTICLE IV.Capital StockSection 1.Authorized Capital Stock. The Corporation will be authorized to issue two classes of shares of Capital Stock to be designated, respectively, “Preferred Stock” and “Common Stock”; the total number of shares of Capital Stock which the Corporation shall have authority to issue is 755,000,000; the total number of shares of Preferred Stock shall be 5,000,000, and each such share shall have a par value of $0.25; the total number of shares of Common Stock shall be 750,000,000, and each such share shall have a par value of $0.25.82www.hecla-mining.comTable of ContentsOverviewPROPOSAL 7 – APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE CERTAIN 80% SUPERMAJORITY VOTING PROVISIONSPROPOSAL 7 – APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE CERTAIN 80% SUPERMAJORITY VOTING PROVISIONSOverview75 and Proposal 8.6. Certain of these provisions relate to the authority to call special meetings of shareholders, and currently, only our Board has such authority.75 and Proposal 8.6. If approved by the required 80% supermajority vote, this proposal would become effective upon the filing of an amendment to our Certificate with the Secretary of State of Delaware, which we intend to do promptly after the required shareholder approval is obtained, at which time the related amendment to our Bylaws would also become effective.20162018 Annual Shareholder Meeting. While shareholders owning almost 46%56% of our Voting Stock voted in favor of these amendments in 2016,2018, the level of support was not sufficient to approve the amendments. SeeRequired Vote, Our Board’s Recommendation and Additional Information on page 85. below. Because our Board of Directors continuessome shareholders continue to believe that these amendments are appropriate, we are again asking shareholders to vote “For” these proposed amendments.8 on page 86,6, in 2014, 2016, 2017 and 2016,2018 we sought the approval of our shareholders to amend the Certificate and Bylaws to add a right permitting shareholders who have held at least a 25% “net long position” in our outstanding common stock for at least 120 days to call special meetings of shareholders, subject to the conditions set forth in our Bylaws (we refer to this as the “Special Meeting Proposal”). In order to implement the Special Meeting Proposal, an 80% supermajority vote of our shareholders was required. The 80% supermajority vote was not obtained in 2014, 2016, 2017 or 2016,2018 and as a result we were unable to implement the Special Meeting Proposal.20172019 Annual Meeting of Shareholders. It is described in Proposal 8 on page 86.6 below. Our Board’s Recommendation and Additional Informationon page 87.68.2017 Proxy Statement83PROPOSAL 7 – APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE CERTAIN 80% SUPERMAJORITY VOTING PROVISIONSan 80% supermajority voteof the voting power of the then outstanding shares of Voting Stock, voting together as a single class (this supermajority voting provision is in Article V of the Certificate). Likewise, the Certificate currently states that a supermajority vote of at least an 80%supermajority vote of the voting power of the then outstanding Voting Stock, voting together as a single class, is necessary to alter, amend or repeal Article VII of the Certificate which provides that special meetings of shareholders can only be called by our Board. Finally, the Bylaws also contain a similar provision regarding amending the provision therein concerning calling special meetings of shareholders.66 CertificateIn furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation by a majority vote of the entire Board at any regular or special meeting of the Board;provided, however, that notwithstanding anything contained in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to (i) alter, amend or repeal any provision of the Bylaws which is substantially identical to and/or implements the last sentence of Article IV or Articles VI, VII or VIII, of this Certificate of Incorporation, or (ii) alter, amend or repeal any provision of this proviso to Article V. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders.Special meetings of shareholders of the Corporation may be called only by the Board pursuant to a resolution approved by a majority of the entire Board. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article VII.BylawsAny action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders.Special meetings of shareholders of the Corporation may be called only by the Board pursuant to a resolution approved by a majority of the entire Board. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article VII. These Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of the shareholders or at any special meeting thereof if notice of the proposed alteration or repeal of Bylaws to be made be contained in the notice of such meeting, by the affirmative vote of the holders of a majority of the total voting power of all outstanding shares of the voting stock of the Corporation. These Bylaws may also be altered or repealed and Bylaws may be made by the affirmative vote of a majority of the Board of Directors, at any annual or regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice of the proposed alteration or repeal, or Bylaws or Bylaw to be made, be contained in the notice of such special meeting.Notwithstanding anything contained in these Bylaws to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Section 4 or 6 of Article II, or Section 1, 2 or 3 of Article III, of these Bylaws.84www.hecla-mining.comPROPOSAL 7 – APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE CERTAIN 80% SUPERMAJORITY VOTING PROVISIONSThese Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of the shareholders or at any special meeting thereof if notice of the proposed alteration or repeal of Bylaws to be made be contained in the notice of such meeting, by the affirmative vote of the holders of a majority of the total voting power of all outstanding shares of the voting stock of the Corporation. These Bylaws may also be altered or repealed and Bylaws may be made by the affirmative vote of a majority of the Board of Directors, at any annual or regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice of the proposed alteration or repeal, or Bylaws or Bylaws to be made, be contained in the notice of such special meeting. Notwithstanding anything contained in these Bylaws to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Section 4 or Section 6 of Article II, or Section 1, Section 2 or Section 3 of Article III, of these Bylaws. 75 proposes to amend the Certificate and Bylaws so that future amendments to certain provisions within the Certificate and the Bylaws can be approved by a two-thirds vote of the outstanding shares rather than an 80% supermajority vote. Specifically, in this Proposal 7,5, we propose:●to amend the 80% supermajority voting requirement in Article V of the Certificate by specifying that the applicable threshold to amend the Bylaw provision relating to special meetings of shareholders is two-thirds. As a result, any future action by shareholders to alter, amend or repeal the Bylaw relating to calling a special meeting of shareholders would require approval by the affirmative vote of at least two-thirds of the voting power of the then outstanding Voting Stock, voting together as a single class; ●to amend the 80% supermajority voting requirement inArticlein Article VII of the Certificate by replacing the referencetoreference to “80 percent” with “two-thirds”, solely with respecttorespect to the provision in Article VII concerning the ability tocallto call special meetings of shareholders. As a result, anyfutureany future action by shareholders to alter, amend or repealtherepeal the provisions in the Certificate relating to calling aspeciala special meeting of shareholders would require approvalbyapproval by the affirmative vote of at least two-thirds of thevotingthe voting power of the then outstanding Voting Stock,voting together as a single class; and●to amend the 80% supermajority voting requirement inArticlein Article VI of the Bylaws by specifying that with respect toSectionto Section 4 of Article II of the Bylaws, the applicable votethresholdvote threshold is two-thirds to amend. As a result, any futureactionfuture action by shareholders to alter, amend or repeal theBylawthe Bylaw relating to calling a special meeting of shareholderswouldshareholders would require approval by the affirmative vote of at leasttwo-thirdsleast two-thirds of the voting power of the then outstandingVotingoutstanding Voting Stock, voting together as a single class.67 Required Vote, Our Board’s Recommendation and Table of Contents75 is the result of our Board’s ongoing review of our corporate governance principles. As part of that review, our Board recognizes that the chances of obtaining shareholder approval of the Shareholder Meeting Proposal described on page 86below in Proposal 86 in the future (if it is not approved at the 2017 Annual Meeting)2019 annual meeting) may be improved if the changes to the Certificate and Bylaws described in this Proposal 75 are approved by our shareholders. Although Proposal 75 and Proposal 86 will each require the affirmative vote of holders of at least 80% of our outstanding shares of common stock, the approval of one of these proposals is not conditioned on the other, and if Proposal 75 is passed but Proposal 86 is not, then if in the future we again seek approval of the Special Meeting Proposal, it would only need to be approved by the lower two-thirds vote rather than the current 80% supermajority vote.advice of management and outside advisors, our Board considered the relative weight of the arguments in favor of and opposed to maintaining the 80% supermajority voting requirements described herein. As a result, and based upon the recommendation of the Governance Committee,our Board, at its meeting on February 21, 2017,20, 2019, approved and declared advisable and in our shareholders’ best interests the amendments to the Certificate and Bylaws described in this Proposal 7.5.According to our current Certificate and Bylaws, approvalholders of at least 80% of our outstanding shares of common stock. Abstention and broker non-votes have the effect of a vote against this proposal.Our Board recommends that shareholders vote “FOR” “FOR”the amendments to theour Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting requirements and replace them with two-thirds voting standards as described above.68 2017 Proxy Statement85PROPOSAL 8 – APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO PERMIT SHAREHOLDERS TO CALL SPECIAL MEETINGS OFSHAREHOLDERS UNDER CERTAIN CIRCUMSTANCESOverviewOverview20162018 Annual Shareholder Meetings. While shareholders owning almostapproximately 41%, 47%, 55% and 47%56% of our Voting Stock, respectively, voted in favor of these amendments, in 2014 and 2016, respectively, the level of support was not sufficient to approve the amendments. SeeRequired Vote, Our Board’s Recommendation and Additional Information on page 87. below. Because our Board of Directors continues to believe that these amendments are appropriate, we are again asking shareholders to vote “For” these proposed amendments. In addition, under Proposal 7,5, we are seeking the approval of our shareholders to amend our Certificate and Bylaws to remove certain – but not all – 80% supermajority voting requirements that impact who may call special meetings of shareholders (other 80% supermajority voting requirements will be unaffected), and replace them with two-thirds voting standards. If Proposal 75 is passed, we believe it will improve the chances that an amendment permitting shareholders to call special meetings of shareholders under certain circumstances, if proposed in the future, would be adopted (if Proposal 86 is not adopted at the 20172019 Annual Meeting). However, even if Proposal 75 is approved by the required vote of our shareholders, there is no assurance that this Proposal 86 will be approved by the required vote of our shareholders. SeeRequired Vote Our Board’s Recommendation and Additional Informationon page 87.70.86 proposes to amend the Certificate and Bylaws to implement the right of shareholders who have held at least a 25% “net long position” in our outstanding common stock for at least 120 days to call special meetings of shareholders, subject to compliance with the requirements set forth in our Bylaws, as proposed to be amended.shareholder(orshareholder (or group of shareholders) to request a special meeting strikes an appropriate balance between enhancing shareholder rights and avoiding the situations that could arise if the threshold were set so low that a small minority of shareholders, including shareholders with special interests, could force the Company to incur the time and expense of convening a special meeting to consider a matter of little or no interest to other shareholders. Organizing and preparing for a special meeting involves significant attention of our Board and management, which86www.hecla-mining.comPROPOSAL 8 – APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO PERMIT SHAREHOLDERS TO CALL SPECIAL MEETINGS OF SHAREHOLDERS UNDER CERTAIN CIRCUMSTANCESinformationinformational requirements for shareholders to call a special meeting, including without limitation, that (i) no business may be conducted at the special meeting except as set forth in the Company’s notice of meeting, (ii) a special meeting will not be held if similar business is to be covered at an annual or special meeting called by the Board to be held within 90 days after the special meeting request is received by the Secretary, (iii) no shareholder special meeting request may be made during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (iv) a special meeting request cannot cover business substantially similar to what was covered at an annual or special meeting held not more than 120 days before the special meeting request was received by the69 Required Vote, Our Board’s Recommendation and 86 is the result of our Board’s ongoing review of our corporate governance principles. After receiving shareholder input, and the advice of management and outside advisors, our Board considered the relative weight of the arguments in favor of and opposed to the ability of shareholders to call special meetings under certain circumstances as described herein. As a result, and based upon the recommendation of the Governance Committee, our Board, at its meeting on February 21, 2017,20, 2019, approved and declared advisable and in our shareholders’, best interests the amendments to the Certificate and Bylaws described in this Proposal 8.6.Our Board has approved this proposal, and according to our current Certificate and Bylaws, approvalholders of at least 80% of our outstanding shares of common stock. Abstention and broker non-votes have the effect of a vote against this proposal.Our Board recommends shareholders vote “FOR”“FOR” the amendments to theour Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances.70 2017 Proxy Statement87STOCK OWNERSHIP INFORMATIONPROPOSAL 7 Approval of Amendments to Our Certificate of Incorporation and Bylaws to Declassify Our Board of Directors and Provide for the Annual Election of Directors Our Board recommends shareholders vote“FOR” the amendment to the Certificate of Incorporation and Bylaws to declassify the Board. 71 Awards.Awards. We have no program, plan or practice to time the grant of stock-based awards relative to the release of material non-public information or other corporate events. All equity grants to executive officers are approved by the Compensation Committee at regularly scheduled meetings or, in limited cases involving key recruits or promotions, by a special meeting or unanimous written consent. The grant dateisdate is the meeting date, or a fixed, future date specified at the time of the grant. Under the terms of our 2010 Stock Incentive Plan, the fair market value of any award is determined by the closing stock price of our common stock on the NYSE on the date of grant or a fixed, future date specified at the time of grant. In addition, the Compensation Committeecommittee typically makes equity grants to NEOs in the first half of the year.Directors and the 2010 Stock Incentive Plan)Directors) valued at three times theirhis or her annual cash retainer within five years of their appointment to the Board. Any directors appointed or elected after June 2012 are expected to achieve their expected value requirement within five years of theirhis or her appointment or election to the Board.Compensation Committeecommittee and Board established stock ownership guidelines for the Company’s senior management. The guidelines for the CEO are six times base salary, and for the other executive officers, two times base salary. These guidelines shall be achieved by the later of (i) June 2017 or (ii) five years after the executive officer is hired to such position. Unvested RSUs and shares held directly are considered owned forpurposesfor purposes of the guidelines. If an executive officer becomes subject to a greater ownership amount due to a promotion or an increase in base salary, he or she shallmust meet the higher ownership requirement within three years.Compensation Committeecommittee and the Board amended the stock ownership guidelines to provide a valuation methodology that consists of valuing the shares held by using the average closing price of the Company’s common stock on the NYSE for the previous calendar year. Because share prices of all companies are subject to market volatility, the Board believes that it would be unfair to require an executive or Board member to buy more shares simply because Hecla’s stock price drops. In the event there is a significant decline in Hecla’s stock price that causes an executive’s or Board member’s holdings to fall below the applicable threshold, the executives or Board members will not be required to purchase additional shares to meet the threshold, but they generally may not sell or transfer any shares until the threshold has again been achieved.directorsdirector and NEO’sNEO stock ownership guidelines and their status as of December 31, 2016,2018, based on the average closing price of our common stock on the NYSE for calendar year 20162018 ($4.5919)3.3225). As of December 31, 2016,2018, all NEOs met the guidelines. In the calculations for our NEOs, we include shares directly held and unvested RSUs. We do not include unexercised stock options or unvested performance-based shares.88www.hecla-mining.comSTOCK OWNERSHIP INFORMATION20162018Director1 Annual
Retainer
($) X
Annual
Retainer Total Value
of Shares to
be Held
($) Shares
Held
Directly
(#) Shares
Held in
Directors
Trust2
(#) Total
Shares
(#) Total Value of
Shares Held by
Director
($4.5919)3
($) Meets
GuidelinesCrumley 156,000 3x 468,000 116,536 83,555 200,091 918,798 Yes Johnson4 66,000 3x 198,000 17,273 11,216 28,489 130,819 No Nethercutt 66,000 3x 198,000 60,536 58,854 119,390 548,227 Yes Ralbovsky4 66,000 3x 198,000 17,273 11,216 28,489 130,819 No Rogers 66,000 3x 198,000 100,536 52,602 153,138 703,194 Yes Stanley 66,000 3x 198,000 100,536 52,602 153,138 703,194 Yes Taylor 66,000 3x 198,000 30,000 77,016 107,016 491,407 Yes Director Annual
Retainer
($) X
Annual
Retainer Total Value
of Shares
to be Held
($) Shares
Held
Directly
(#) Shares
Held in
Directors
Trust(1)
(#) Total
Shares
(#) Total Value of
Shares Held
by Director
($3.3225)(2)
($) Meets
GuidelinesBoggs(3) 98,000 3x 294,000 0 48,550 48,550 161,307 No Crumley 218,000 3x 654,000 126,536 128,422 254,958 847,098 Yes Johnson(4) 98,000 3x 294,000 17,273 56,083 73,356 243,725 No Nethercutt 98,000 3x 294,000 31,686 70,071 101,757 338,088 Yes Ralbovsky(4) 98,000 3x 294,000 17,273 56,083 73,356 243,725 No Rogers 98,000 3x 294,000 100,536 97,469 198,005 657,872 Yes Stanley 98,000 3x 294,000 100,536 97,469 198,005 657,872 Yes 1Catherine J. Boggs joined the Board effective as of January 1, 2017, and thus is not reflected in this table.2(1)As of December 31, 2016,2018, the total amount of shares held in trust pursuant to the terms of the Stock Plan for Nonemployee Directors by each of the above-named directors.3(2)The value of shares held is determined by using the average closing price of the Company’s common stock for the previous calendar year on the NYSE, which for 20162018 was $4.5919.$3.3225.4(3)Ms. Boggs joined the Board in January 2017 and has until January 2022 to comply with the guidelines. (4) Messrs. Johnson and Ralbovsky joined the Board in March 2016 and have until MarchJanuary 2021 to comply with the guidelines.72 20162018NEO Annual
Base
Salary
($) X
Annual
Base
Salary Total Value
of Shares
to be Held
($) Shares
Held
Directly
(#) Unvested
RSUs
(#) Total
Shares
(#) Total Value of
Shares Held
by NEO at
12/31/16
($4.5919)1
($) Meets
GuidelinesBaker 605,000 6x 3,630,000 2,375,476 2,3 300,753 2,676,229 12,288,976 Yes Hall4 380,000 2x 760,000 0 55,377 55,377 254,286 No Radford 380,000 2x 760,000 367,113 3 203,777 570,890 2,621,470 Yes McDonald 275,000 2x 550,000 295,502 180,451 475,953 2,185,529 Yes Sienko 250,000 2x 500,000 251,962 3 92,632 344,594 1,582,341 Yes NEO Annual
Base
Salary
($) X
Annual
Base
Salary Total
Value of
Shares to
be Held
($) Shares
Held
Directly
(#) Unvested
RSUs
(#) Total
Shares
(#) Total Value
of Shares
Held by NEO
at 12/31/18
($3.3225)(1)
($) Meets
Guidelines Baker 635,000 6x 3,810,000 3,548,020 (2),(3) 225,213 3,773,233 12,536,567 Yes Hall 380,000 2x 760,000 134,884 135,970 270,854 899,912 Yes Radford 416,000 2x 832,000 573,400 (3) 182,811 756,211 2,512,511 Yes McDonald 275,000 2x 550,000 437,571 122,073 559,644 1,859,417 Yes Brown 264,000 2x 528,000 111,942 90,085 202,027 671,235 Yes 1Average(1) The value of shares held is determined by using the average closing price of Hecla’sthe Company’s common stock for the calendar year on the NYSE, which for calendar year 2016.2018 was $3.3225.2(2)Includes 888,9091,758,085 shares deferred under the KEDCP.3(3)Includes Hecla Mining Company common shares held in their 401(k) account. 4Mr. Hall joined the Company in July 2016. He has five years from the date of hire to comply with the guidelines.on the following page.that follows.27, 2017.25, 2019. On that date, all such persons together beneficially owned an aggregate of 1.5%____% of theoutstandingthe outstanding shares of our common stock. Except as otherwise indicated, the directors, nominees and officers have sole voting and investment power with respect to the shares listed, including shares which the individual has the right to acquire, but has not done so.2017 Proxy Statement89Shares Beneficially Owned Name of Beneficial
OwnerTitle of
ClassNumber Nature Percent of
ClassPhillips S. Baker, Jr. 2,429,075 (1) Direct (2) President and CEO 24,843 401(k) Plan 225,213 RSU (3) 1,758,085 Deferred (4) 258,873 Performance-based (5) Common 4,696,089 ____ % Robert D. Brown 279,681 Direct (2) Vice President – Corporate Development 90,085 RSU (3) 42,461 Performance-based (5) Common 412,227 * Lindsay A. Hall 371,326 Direct (2) Senior Vice President and Chief Financial Officer 135,970 RSU (3) 63,524 Performance-based (5) Common 570,820 * Dr. Dean W.A. McDonald 647,245 Direct (2) Senior Vice President – Exploration 122,073 RSU (3) 47,572 Performance-based (5) Common 816,890 * Lawrence P. Radford 843,589 (6) Direct (2) Senior Vice President – Operations 24,142 401(k) Plan 182,811 RSU (3) 98,772 Performance-based (5) Common 1,149,314 * Catherine J. Boggs 48,550 Indirect (7) Director Common 48,550 * Ted Crumley 126,536 Direct (2) Director 128,442 Indirect (7) Common 254,978 * George R. Johnson 17,273 Direct (2) Director 56,083 Indirect (7) Common 73,356 * 73 STOCK OWNERSHIP INFORMATIONShares Beneficially Owned Name of Beneficial
OwnerTitle of
ClassNumber Nature Percent of
ClassGeorge R. Nethercutt, Jr. 31,686 Direct (2) Director 70,071 Indirect (7) Common 101,757 * Stephen F. Ralbovsky 17,273 Direct (2) Director 56,083 Indirect (7) Common 73,356 * Terry V. Rogers 100,536 Direct (2) Director 97,469 Indirect (7) Common 198,005 * Charles B. Stanley 100,536 Direct (2) Director 97,469 Indirect (7) Common 198,005 * All current directors, director nominees and executive
officers as a group (13 individuals)Common 8,593,347 ____ % Shares Beneficially Owned Name of Beneficial
Owner Title of Class Number Nature Percent of
ClassPhillips S. Baker, Jr. 1,469,5961 Direct 2 President and CEO 16,998 401(k) Plan 300,753 RSU 3 1,273,834 Deferred 4 318,554 Performance-based 5 Common 3,379,735 * Robert D. Brown 33,715 Direct 2 Vice President – Corporate Development 45,455 RSU 3 Common 79,170 * Lindsay A. Hall 12,331 Direct 2 Senior Vice President and Chief Financial Officer 55,377 RSU 3 Common 67,708 * Dr. Dean W.A. McDonald 312,960 Direct 2 Senior Vice President – Exploration 180,451 RSU 3 Common 493,411 * Lawrence P. Radford 385,9846 Direct 2 Senior Vice President – Operations 15,196 401(k) Plan 203,777 RSU 3 Common 604,957 * David C. Sienko 268,508 Direct 2 Vice President and General Counsel 1,471 401(k) Plan 92,632 RSU 3 Common 362,611 * Catherine J. Boggs Director 3,683 Indirect 7 Common 3,683 * Ted Crumley 116,536 Direct 2 Director 83,555 Indirect 7 Common 200,091 * George R. Johnson 17,273 Direct 2 Director 11,216 Indirect 7 Common 28,489 * Stephen F. Ralbovsky 17,273 Direct 2 Director 11,216 Indirect 7 Common 28,489 * George R. Nethercutt, Jr. 60,536 Direct 2 Director 58,854 Indirect 7 Common 119,390 * Terry V. Rogers 100,536 Direct 2 Director 52,602 Indirect 7 Common 153,138 * Charles B. Stanley 100,536 Direct 2 Director 52,602 Indirect 7 Common 153,138 * Dr. Anthony P. Taylor 30,000 Direct 2 Director 77,016 Indirect 7 Common 107,016 * All current directors, nominee directors and officers as a group (14 individuals) Common 5,781,026 1.5 % 90www.hecla-mining.comSTOCK OWNERSHIP INFORMATION* Represents beneficial ownership of less than one percent, based upon 395,826,290____________ shares of our common stock issued and outstanding as of March 27, 2017.25, 2019.1(1)Includes 223,642 shares held jointly with Mr. Baker’s spouse, as to which Mr. Baker shares voting and investment power. 2(2)“Direct” means shares held of record and any shares beneficially owned through a trust, broker, financial institution, or other nominee, and with respect to which the officer or director has sole or shared voting power. 3(3)“RSU” means restricted stock units awarded under the KEDCP or 2010 Stock Incentive Plan that have not vested. See footnote 1 of theOutstanding Equity Awards at CalendarFiscal Year-End for 20162018on page 64.52.4(4)“Deferred Shares” means stock that has vested or been awarded but is deferred until a distributable event under the terms of the KEDCP. 5(5)“Performance-based Shares” means performance-based equity, based on a three-year TSR. SeePerformance-based Shareson page 5142 andOutstanding Equity Awards at CalendarFiscal Year-End for 20162018table on page 64.52.6(6)All shares are jointly held with Mr. Radford’s spouse, as to which Mr. Radford shares voting and investment power. 7(7)“Indirect” means shares credited to each independent director, all of which are held indirectly in trust pursuant to our Stock Plan for Nonemployee Directors. Each director disclaims beneficial ownership of all shares held in trust under the stock plan. SeeCompensation of Non-Management Directorson page 26.22.27, 2017,25, 2019, the only “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act) of more than 5% of our common stock entitled to vote at the Annual Meeting are shown in the table below:Title of Class Name & Address of
Beneficial Owner Amount & Nature of
Beneficial Ownership Percent of
ClassCommon Dimensional Fund Advisors LP1 33,140,890 8.4 % Building One 6300 Bee Cave Rd. Austin, TX 78746 Common The Vanguard Group, Inc.2 30,385,638 7.8 % 100 Vanguard Blvd. Malvern, PA 19355 Common BlackRock, Inc.3 24,740,122 6.3 % 55 East 52ndStreet New York, NY 10055 Common Van Eck Associates Corporation4 23,577,634 6.0 % 666 Third Ave. – 9thFloor New York, NY 10017 Title of Class Name & Address of
Beneficial OwnerAmount & Nature of
Beneficial OwnershipPercent of
ClassCommon Van Eck Associates Corporation 1(1)60,487,065 ____ % 666 Third Ave. – 9thFloor New York, NY 10017 Common The Vanguard Group, Inc.(2) 43,771,281 ____ % 100 Vanguard Blvd. Malvern, PA 19355 Common Dimensional Fund Advisors LP(3) 36,181,949 ____ % Building One 6300 Bee Cave Rd. Austin, TX 78746 Common BlackRock, Inc.(4) 32,792,082 ____ % 55 East 52ndStreet New York, NY 10055 (1) Based solely on a Schedule 13G/A filed on February 8, 2017, with the SEC by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP has sole voting power with respect to 32,712,893 shares and sole dispositive power with regard to 33,140,890 shares.2Based solely on a Schedule 13G/A filed on February 13, 2017, with the SEC by The Vanguard Group, Inc. The Vanguard Group, Inc. has sole voting power with respect to 460,380 shares, shared voting power with respect to 66,071 shares, sole dispositive power with respect to 29,879,375 shares, and shared dispositive power with respect to 506,263 shares.3Based solely on a Schedule 13G/A filed on January 24, 2017, with the SEC by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 23,882,776 shares and sole dispositive power with regard to 24,740,122 shares.4Based solely on a Schedule 13G/A filed on February 13, 2017,11, 2019, with the SEC by Van Eck Associates Corporation. Van Eck Associates Corporation has sole voting and dispositive power with respect to all shares.2017 Proxy Statement91SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE(2)Based solely on a Schedule 13G/A filed on February 11, 2019, with the SEC by The Vanguard Group, Inc. The Vanguard Group, Inc. has sole voting power with respect to 509,130 shares, shared voting power with respect to 103,339 shares, sole dispositive power with respect to 43,217,554 shares, and shared dispositive power with respect to 553,727 shares. (3) Based solely on a Schedule 13G/A filed on February 9, 2018, with the SEC by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP has sole voting power with respect to 35,383,060 shares and sole dispositive power with regard to 36,181,949 shares. (4) Based solely on a Schedule 13G/A filed on February 4, 2019, with the SEC by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 31,757,534 shares and sole dispositive power with regard to 32,792,082 shares. 2016,2018, all filing requirements applicable to our officers, directors and greater than 10% owners of our common stock were timely satisfied, with the exception of a (i) Form 3 for Robert D. Brown, filed on March 3, 2016, relating to his appointment on January 4, 2016, which was due to an administrative error, and (ii) Form 4 for George R. Nethercutt, Jr., filed on July 13, 2016, which was due to late notice received regarding a sale of stock on July 1, 2016.satisfied.74 92www.hecla-mining.comGENERAL INFORMATION ABOUT THE MEETING“shareholder of record”record” or as the ““beneficial owner”owner” of shares held in street name as of the Record Date, you may vote your shares at the Annual Meeting. As of the Record Date, 395,826,290____________ 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.and Proposal 6 (Approval of Amendment to the Company’s Certificate of Incorporation to Increase Authorized Shares) areis a “routine” matters.matter. Proposal 1 (Election of Directors), Proposal 3 (Approval of our Named Executive Officer Compensation), Proposal 4 (Approval of Say-on-Frequency)Amendments and Restatement of our Hecla Mining Company 2010 Stock Incentive Plan), Proposal 5 (Approval of Amendment and Restatement of Director Stock Plan), Proposal 7 (Approval of Amendments to the Company’sour Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions), and Proposal 86 (Approval of Amendments to the Company’sour Certificate of Incorporation and Bylaws to Permit Shareholders to Call Special Meetings Under Certain Circumstances), and Proposal 7 (Approval of Amendments to our Certificate of Incorporation and Bylaws to Declassify our Board of Directors) are “non-routine” matters. Accordingly, if you do not direct your broker how to vote for a directordirectors in Proposal 1 or how to vote for Proposals 3, 4, 5, 76 and 8,7, 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.”DirectorsClass III Directors.. Pursuant to our Bylaws, each director will be elected by the affirmative vote of a majority of votes cast at the Annual Meeting, whetherinwhether 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 exceeds 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 “Corporate Governance and Related Matters” and “Corporate Governance Guidelines” on page 2413 for a description of our director resignation policy.Auditors.Registered Public Accounting Firm for 2019. 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 selection2017 Proxy Statement93GENERAL INFORMATION ABOUT THE MEETING20172019 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.2017.2019.Vote to ApproveBasis, of our Executive Compensation.Compensation. For more information on approval of our executive compensation see “Proposal 3 – Approval, on an Advisory Vote to ApproveBasis, of our Executive Officer Compensation” beginning on page 75.___. 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 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.“AGAINST”“AGAINST,” OR “ABSTAIN” on the proposal to approve the compensation of our named executive officers.NEOs.75 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The frequency of the advisory vote on executive compensation receiving the greatest number of votes (every one year, every two years, or every three years) will be considered the frequency recommended by shareholders. Abstentions and broker non-votes will not affect the outcome of voting on this proposal. Even though your vote is advisory and therefore will not be binding on the Company, the Board will review the voting results and take them into consideration when making future decisions regarding the frequency of the advisory vote on executive compensation.You may vote to have the advisory vote held every “ONE,” “TWO” or “THREE” years, or you may “ABSTAIN.”Proposal 5 – Approval of the AmendmentAmendments to and Restatement of theour Hecla Mining Company 2010 Stock Plan for Nonemployee Directors.Incentive Plan.ThisApproval of this proposal requireswill 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 54 must exceed the number voted “against” Proposal 54 for the proposal to be approved. Abstentions not votedand 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 the amended and restated Hecla Mining Company Stock Plan for Nonemployee Directors.6 – Approval of the Amendment to our Certificate of Incorporation Increasing the Number of Authorized Shares of our Common Stock.Adoption of the proposed amendment to our Certificate of Incorporation increasing the number of authorized shares of our common stock will require the affirmative vote of the holders of a majority of outstanding shares of common stock entitled to vote thereon. Abstentions will have the effect of a vote against the proposal. A broker holding shares in street name may vote on this “routine” proposal in the absence of instructions from the beneficial owner. If a broker does not exercise this authority, it will have the effect of a vote against the proposal.You may vote “FOR,” “AGAINST” OR “ABSTAIN” on the proposal to approve the amendment to our Certificate of Incorporation Increasing the Number of Authorized Shares of our Common Stock.Proposal 75 – Approval of Amendments to our Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions.Provisions. Approval of this proposal requires the affirmative vote by the holders of not less than 80% of our outstanding shares of common stock. Abstentions and broker non-votes have the effect of a vote against this proposal.“AGAINST”“AGAINST,” OR “ABSTAIN” on the proposal to approve the amendments to our Certificate of Incorporation and Bylaws to Remove Certain 80% Supermajority Voting Provisions.86 – Approval of Amendments to our Certificate of Incorporation and Bylaws to Permit Shareholders to Call Special Meetings of Shareholders Under Certain Circumstances.Circumstances. Approval of this proposal requires the affirmative vote by the holders of not less than 80% of our outstanding shares of common stock. Abstentions and broker non-votes have the effect of a vote against this proposal.94www.hecla-mining.comGENERAL INFORMATION ABOUT THE MEETING“AGAINST”“AGAINST,” OR “ABSTAIN” on the proposal to approve the amendments to our Certificate of Incorporation and Bylaws to Permit Shareholders to Call Special Meetings of Shareholders Under Certain Circumstances.matters.matters. Aside from the: (i) election of twothree directors; (ii) ratification of the appointment of BDO USA, LLP; (iii) approval of executive compensation; (iv) advisory vote on Say-on-Frequency;approval of amendments and restatement of our 2010 Stock Incentive Plan; (v) approval of amended and restated Hecla Mining Company Stock Plan for Nonemployee Directors; (vi) approval of amendment to our Certificate of Incorporation increasing authorized shares; (vii) approval ofamendmentsamendments to our Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions; and (viii)(vi) approval of amendments to our Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances,circumstances; and (vii) approval of amendments to our Certificate of Incorporation and Bylaws to declassify our Board and provide for the annual election of directors, 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. No other proposals have been timely submitted in accordance with our Bylaws and we are not aware of any matters other than those described in this Proxy Statement that will be acted upon at the Annual Meeting.asproxiesas proxies for the Annual Meeting. When you sign the proxy card, you appoint Phillips S. Baker, Jr. and Michael B. 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.a frequency vote on executive compensation of “One Year;” (v) the amendedamendments and restatedHecla Mining Company Stock Plan on Nonemployee Directors; (vi) the increase in authorized sharesrestatement of our outstanding common stock; (vii)2010 Stock Incentive Plan; (v) the amendments to the Company’s Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions; and (viii)(vi) the amendments to the Company’s Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders under certain circumstances.circumstances; and (vii) the amendments to the Company’s Certificate of Incorporation and Bylaws to declassify the Board and provide for annual election of directors.withoutattendingwithout attending 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.●■●■76 2017 Proxy Statement95GENERAL INFORMATION ABOUT THE MEETING●■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. ●■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. ●■Attend our Annual Meeting; ●■Bring a valid photo identification; and ●■Deliver your completed proxy card or ballot in person. ●■Attend our Annual Meeting; ●■Bring a valid photo identification; and ●■Obtain from your broker a document that allows you to vote the shares held for your benefit, attach that document to your completed proxy card or ballot and deliver it in person. 24, 2017,22, 2019, the Hecla shares in your 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 plan.24, 2017.22, 2019. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. “Streetname”“Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.●■ 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:
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 ●■ By voting in person at the Annual Meeting. 96www.hecla-mining.comGENERAL INFORMATION ABOUT THE MEETING27, 2017,25, 2019, or a valid proxy or representative of such shareholder, may attend the Annual Meeting in person, and they must comply with the admission requirements below. Guests of shareholders will not be admitted to the Annual Meeting.If you do not comply with the requirements set forth below you will not be admitted to the Annual Meeting.77 ●■Valid Photo Identification.Identification. Any registered shareholder, beneficial (“street name”) shareholder, or valid proxy or representative of such shareholder, must present a valid, current form of government-issued photo identification, such as a driver’s license or passport, that matches the name on the documentation described below.●■ Proof of Ownership. ○ If you hold shares in street name (such(such as through a broker or bank), then you must present proof of ownership, such as a brokerage statement or letter from your bank or broker, demonstrating that you held our common stock as of the Record Date.○ If you hold shares in registered form, your record holder’s ownership as of the Record Date must be verified on the list of registered shareholders maintained by our transfer agent. ●■Proof of Representation.Representation.If you are a representative of a shareholder, then you must present valid legal documentation that demonstrates your authority to represent that shareholder.We reserve the right to limit the number of representatives who may represent a shareholder at the meeting.meeting.●■ Proof of Valid Proxy. ○■ If you hold a proxy to vote shares at the Annual Meeting for a shareholder who holds shares in street name (such(such as through a broker or a bank), then you must present:■ Valid photo identification as described above; ■ A written legal proxy from the broker or bank holding shares to the street name holder that is assignableand signed by the street name holder; and ■ Proof of ownership, such as a brokerage statement or letter from the bank or broker, demonstrating that the street name holder who appointed you legal proxy held Hecla common stock as of the Record Date. ○■ If you hold a proxy to vote shares at the Annual Meeting for a shareholder who is a registered shareholder, holder,then■ You must present valid photo identification as described above; ■ You must provide a written legal proxy to you signed by the registered shareholder; and ■ The registered shareholder’s ownership as of the Record Date must be verified on the list of registered shareholders maintained by our transfer agent. youchooseyou 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.2017 Proxy Statement97GENERAL INFORMATION ABOUT THE MEETINGatwww.hecla-mining.comat www.hecla-mining.com 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.2016,2018, 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, 2016,2018, without cost, by written or oral request to:
Attention: Jeanne DuPont
6500 N. Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
Telephone: 208-769-410078
6201 15thAvenue
Brooklyn, New York 11219
Telephone: 1-800-937-5449ProxyMaterials”Proxy Materials”) – or an email with instructions for how to view the materials and vote online. If you are a shareholder of record, you may request and consent to electronic delivery of future Proxy Materials by following the instructions on98www.hecla-mining.comGENERAL INFORMATION ABOUT THE MEETINGmailthemail 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. This process is designed to expedite shareholders’ receipt of Proxy Materials, lower the cost of the Annual Meeting, and help conserve natural resources.Updates”.Updates.”25, 2017,23, 2019, at Hecla’scorporateHecla’s corporate offices, located at 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho, and at our offices in Vancouver, at Hecla Canada Ltd., Suite 970, 800 W. Pender St.,Street, Vancouver, British Columbia, Canada.2017 Proxy Statement99PROVISIONS OF OUR BYLAWS WITH RESPECT TO SHAREHOLDER PROPOSALS AND NOMINATIONS FOR ELECTION AS DIRECTORS20182020 Annual Meeting of Shareholders79 (b) As to any other business that the shareholder proposes to bring before the meeting, if theshareholder has not otherwise complied with the rules and regulations under the Exchange Act for the inclusion of a shareholder proposal in our Proxy Statement, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) As to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: (ii) the class and number of Company shares which are owned beneficially and of record by such shareholder or beneficial owner. 20182020 Annual Meeting of Shareholders is January 26, 201824, 2020 (the 120thday preceding the anniversary of the 20172019 Annual Meeting) to February 25, 201823, 2020 (the 90thday preceding such anniversary).100www.hecla-mining.comPROVISIONS OF OUR BYLAWS WITH RESPECT TO SHAREHOLDER PROPOSALS AND NOMINATIONS FOR ELECTION AS DIRECTORS20182020 Annual Meeting of Shareholders which are received by us at our principal executive offices located at 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, nolaterno later than December 11, 2017.2019. Such proposals must be submitted in writing and should be sent to the attention of our Corporate Secretary.By Order of the Board of Directors 
Michael B. White Corporate Secretary 10, 20179, 201980 2017 Proxy Statement101APPENDIX AFOR NONEMPLOYEE DIRECTORS1.NamePlan. This plan shall be known as the “Hecla Mining Company Stock Plan for Nonemployee Directors”and is hereinafter referred to as the “Plan.”May 23, 2019)2.Purpose of Plan. enable Hecla Mining Company, a Delaware corporation (the “Corporation”),give the Corporation the ability to attract, retain and retain qualified personsmotivate officers, employees and certain independent consultants, and to serveprovide the Corporation, its subsidiaries and any member of a controlled group of corporations, as membersdetermined in accordance with Section 1563(a)(l), (2) and (3) of the Corporation’s BoardInternal Revenue Code with respect to which the Corporation is a member, with the ability to provide incentives more directly linked to the returns to shareholders.Directors (the “Board”)the Plan, the following terms are defined as set forth below:(each,as such.“Director”),Stock Appreciation Right, Stock Option, Restricted Stock, Performance Units, Restricted Stock Unit, or Other Stock-Based Award.enhancebe earned.equity interestBoard of Directors of the Corporation.Corporationcourse of fulfilling the participant’s employment duties; or (iii) willful and deliberate failure on the part of the participant to solidifyperform his or her employment duties in any material respect, or such other events as shall be determined by the common interestsCommittee. The Committee shall have the sole discretion to determine whether “Cause” exists, and its determination shall be final and binding on all interested parties. and stockholders of the Corporation (“Stockholders”)or such other committee referred to in enhancing the value of the Corporation’sSection 2.(the “Common Stock”). The Plan seeks to encourageof the highest level of Director performance by providing Directors withCorporation.proprietary interest in the Corporation’s performanceDelaware corporation.progress by crediting them with shares of Common Stock annually in satisfaction of their annual retainer.3.Effective Date and Term. The Plan shall be effectivetotal disability as of February 21, 2017 (the “Effective Date”) (the date that it was approveddetermined under procedures established by the Board), and shall remain in effect until (a) May 15, 2027 if approved by the Stockholders at the 2017 Annual Meeting of Stockholders, or (b) July 17, 2017 if not so approved by the Stockholders.4.Eligible Participants. Each Director who is not a full-time employeeCommittee for purposes of the Plan.any of its affiliates (“Nonemployee Director”) shall be a participant (“Participant”) in the Plan. Each credit of shares of Common StockAffiliate pursuant to the Plan shall be evidenced by a written agreement duly executed and delivered by or on behalfearly retirement provisions of the Corporation and a Participant, if such an agreement is required by the Corporation to ensure compliance with applicable laws and regulations. Following the Effective Date, no Participant shall be eligible to receive awards under any other equity compensationpension plan of such employer.Corporation or an affiliate while a Participant in the Plan.Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.5.Credit of Shares. (a) CommencingEffective Date, in satisfactionvalue of the annual retainer payable to each Participant for service on the Board (the “Annual Retainer”), each Participant shall be credited with shares of Common Stock subject to applicable restrictions set forth in Section 6 below with respect to payment. Subject to Section 5(b) below, each Participant shall be credited each year for service on the Board with a number of sharesshare of Common Stock determined by dividing the amount of the Annual Retainer for the applicable year by the average closing price foras follows: (a) if the Common Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, (or if not listed on such exchange on any otherthe NASDAQ Global Market and the NASDAQ Global Select Market); (ii) national securities exchangemarket system; or (iii) automated quotation system on which the shares of Common Stock are listed)listed, quoted or traded, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, asA-1 A-2 prior calendar year (the “Stock Retainer”). The Stock Retainer for each yearpurpose of Awards under the Plan shall be creditedreduced by: (i) the total number of Stock Appreciation Rights exercised, regardless of whether any of the shares of Common Stock underlying such Awards are not actually issued to the participant as the result of September 30a net settlement; and (ii) any shares of Common Stock used to pay any exercise price for a Stock Option or any tax withholding obligation with respect to any Award (including Restricted Stock and Restricted Stock Units). Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. Awards granted in assumption of or in substitution for awards previously granted by an acquired company will not be counted as shares of Common Stock for any purpose under the Plan. If any Award under the Plan expires, or is terminated, surrendered or forfeited (including a repurchase of unvested shares at no more than the cost, if any, paid for such shares), in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Any shares of Common Stock purchased on the open market with the proceeds of Stock Option exercises shall not be added back to the available share pool under this Section 3A-3 yearStock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the Stock Option is granted;provided, however,that in the event a Stock Option would expire during a black-out period, as such period is determined under the terms of the then currently effective insider trader policy of the Corporation, the term of any such Stock Option shall automatically be extended for a period of sixty (60) days after the end of such black-out period;further provided, however,in the case of an Incentive Stock Option granted to an optionee who, at the time the Incentive Stock Option is granted, owns Common Stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of its parent or any subsidiary thereof, the term of the Plan, commencingIncentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the option agreement.A-4 Effective Date. A minimumday of 25%such transfer. All Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee or by the guardian or legal representative of eachthe optionee or, in the case of a Nonqualified Stock RetainerOption, its alternative payee pursuant to such domestic relations order, it being understood that the terms “holder” and “optionee” include the guardian and legal representative of the optionee named in the option agreement and any person to whom an option is transferred by will or the laws of descent and distribution or, in the case of a Nonqualified Stock Option, pursuant to a domestic relations order or a gift permitted under the applicable option agreement.greater percentage up to 100%period of three years (or such shorter period as the Committee may specify in the option agreement) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter;provided however,that if the Participantoptionee dies within such period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination of employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option.A-5 electssurrendered shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.first dayexpiration of the yearsix-month period.A-6 Retainer isAppreciation Rights relating to Nonqualified Stock Options, may provide that the amount to be credited)paid in cash upon exercise of such Stock Appreciation Rights during a Rule 16b-3 “window period” shall be contributedbased on the Fair Market Value.grantor trust establishedStock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 on the number of shares of Common Stock to be issued under the Plan, but only to the extent of the number of shares covered by the Stock Appreciation Right at the time of exercise based on the value of the Stock Appreciation Right at such time.A-7 6(g) below3), the duration of the Award Cycle and any other terms and conditions of the Award, in addition to those contained in Section 8(b).itsthe following terms (the “Trust Shares”). The portion of the applicable Stock Retainer that is not contributed to a grantor trust shall be transferredand conditions:Participant as soon as administratively practicable following the applicable September 30.(b) Any person who becomes a Nonemployee Director following September 30 of any year during the termprovisions of the Plan whether by appointmentand the performance unit agreement referred to in Section 8(b)(vi), Performance Units may not be sold, assigned, transferred, pledged or election as a Director or by change in status from a full-time employee, shall be credited, on becoming a Nonemployee Director, with a portionotherwise encumbered during the Award Cycle. At the expiration of the compensation to be paid to such Participant untilAward Cycle, the Committee shall evaluate the Corporation’s next Annual Meetingperformance in light of Stockholders, withthe Performance Goals for such Award to the extent applicable, and shall determine the number of Performance Units granted to the participant which have been earned and the Committee may then elect to deliver: (A) a number of shares of Common Stock equal to the productnumber of Performance Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market Value of such number of shares of Common Stock to the participant.A-8 Section 5(a) above times a fraction,participant’s election to defer settlement of Restricted Stock Units under the numerator of which is the number of full weeks remaining until September 30terms and conditions of the following yearHecla Mining Key Employee Deferred Compensation Plan.denominator oftime or times at which is 52; provided that no fractional sharessuch Awards shall be credited andmade, the number of shares of Common Stock to be creditedgranted pursuant to such Awards, and all other conditions of such Awards. Unless the Committee determines otherwise, any such Award shall be confirmed by an award agreement, which shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.5(b)10 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.A-9 A-10 rounded updeemed to have been fully earned as of the Change-in-Control based upon the greater of (A) an assumed achievement of all relevant performance goals at the “target” level or (B) the actual level of achievement of all relevant performance goals against target as of the Corporation’s fiscal quarter end preceding the Change-in-Control.next whole number. A minimumaffected persons, pay to the holders of 25%outstanding Awards, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders of the Corporation in the event, and such Awards shall be canceled. In the case of any Stock Retainer payable pursuant to this Section 5(b) (orOption or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a greater percentage up to 100% if the Participant so elects within 30 days after becoming a Participant in the Plan (or such other time period permitted under Section 409A (“Section 409A”) of the Internal RevenueA-1www.hecla-mining.comAPPENDIX ACode of 1986, as amended)) shall be Trust Shares and any portion the applicable Stock Retainer that is not contributed to a grantor trust shall be transferred to the Participant as soon as administratively practicable following the time the Participant becomes a Nonemployee Director.6.Delivery of Trust Shares. (a) The Trust Shares, together with the “Dividend Equivalent Amount” (as defined in Section 6(c) below) with respect thereto, shall be delivered to the Participant or the Participant’s estate or legal guardian in sharesshare of Common Stock on,in connection with the Change-in-Control, the Committee may cancel the Option or beginning on,Stock Appreciation Right without the Delivery Date (as defined in Section 6(b) below), in accordance with this Section 6.payment of consideration therefor.(b)The “Delivery Date” means the first date upon which one the following events occurs:(i)Death of the Participant;(ii)Disability of the Participant as defined in Section 6(f) below;(iii)Retirement of the Participant from service as a Director in accordance with the Corporation’s By-Laws then in effect;(iv)Cessation of service as a Director for any reason other than those specified in clauses (i), (ii) or (iii) immediately above;(v)Change in Control as defined in Section 8 below; or(vi)At a specified date at least 24 months after the applicable Stock Retainer is credited pursuant to an election made by the Participant prior to the first day of the year in which the applicable notional shares of Common Stock are credited to the Participant under Section 5 above.(c) The “Dividend Equivalent Amount” with respect to any Trust Shares means (i) the amount of cash, plusPlan, a “Change-in-Control” shall mean the fair market value as determined by the Board on the date of distributionhappening of any property, other thanof the following events:plus(the “Outstanding Corporation Common Stock”), or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 11(b), the following acquisitions shall not constitute a “Change-in-Control”: (I) any acquisition directly from the Corporation or approved by the “Incumbent Directors” (as defined in paragraph (ii) of this subsection (b)), following which such Person owns not more than 40% of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities; (II) any sharesacquisition by an underwriter temporarily holding securities pursuant to an offering of stocksuch securities; (III) any acquisition by the Corporation; (IV) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; (V) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) of this subsection (b); oreach case which the Participant would have receivedsuch person is named as dividendsa nominee for director, without written objection to such nomination) shall be considered as though such individual were an Incumbent Director; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or other distributionsthreatened election contest with respect to the Trust Shares, ifelection or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Trust Shares had been delivered toBoard; orParticipant asCorporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity (a “Business Combination”), in each case, unless, immediately following such Business Combination, (A) more than 60% of, respectively, the then outstanding shares of common stock and the total voting power of (I) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (II) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 80% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Outstanding Corporation Common Stock at the time theyand Outstanding Corporation Voting Securities that were creditedoutstanding immediately prior to the Participant under this Plan, plus (iii) interest on the amount described in clauses (i) plus (ii) at a rate equal to the Corporation’s cost of funds, from the datesuch Business Combination (or, if applicable, is represented by shares into which such Outstanding Corporation Common Stock or date(s) such dividends or other distributions would have been received through the date the Trust Shares are delivered.(d) If a Participant’s Delivery Date is described in clause (iv) (normal cessation of service), clause (v) (Change in Control) or clause (vi) (specified date) of Section 6(b) above, all Trust Shares and all Dividend Equivalent Amounts with respect thereto shall be delivered at one time, as soon as practicable after the Delivery Date. If a Participant’s Delivery Date is described in clause (i) (death), clause (ii) (Disability) or clause (iii) (retirement) of Section 6(b) above, the Trust Shares and the Dividend Equivalent Amounts with respect thereto shall be delivered at one time, as soon as practicable after the Delivery Date, unless the Participant has in effect a valid Installment Delivery Election pursuant to Section 6(e) below to have the Trust Shares and Dividend Equivalent Amounts delivered in yearly installments over five, 10 or 15 years (the “Applicable Delivery Period”). If the Participant does have in effect a valid Installment Delivery Election, then the Trust Shares, together with the Dividend Equivalent Amounts with respect thereto, shall be delivered in equal yearly installments over the Applicable Delivery Period, with the first such installment being delivered on the first anniversary of the Delivery Date; provided, that if in order to equalize such installments, fractional shares would have to be delivered, such installments shall be adjusted by rounding to the nearest whole share. If any Trust Shares and Dividend Equivalent Amounts of a Participant are to be delivered after the Participant has died or become legally incompetent, they shall be delivered to the Participant’s estate or legal guardian,Outstanding Corporation Voting Securities, as the case may be, were converted pursuant to such Business Combination), and such beneficial ownership of common stock or voting power among the holders thereof is in accordance withsubstantially the same proportion as the beneficial ownership of Outstanding Corporation Common Stock and the voting power of such Outstanding Corporation Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% orA-11 schedules; provided, that if the Participant dies with a valid Installment Delivery Election in effect, and the legal representativesChange-in-Control of the Participant’s estate so request, the Board may (butCorporation shall not be obligated to) deliver all remaining undelivered Trust Shares and Dividend Equivalent Amounts to the Participant’s estate immediately. References to the Participant in this Plan shall be deemed to refer tooccur solely because any person acquires beneficial ownership of 20% or more of the Participant’s estateOutstanding Corporation Common Stock or legal guardian, where appropriate.2017 Proxy StatementA-2TableOutstanding Corporation Voting Securities as a result of ContentsAPPENDIX A(e) An “Installment Delivery Election” means a written election by a Participant, on such form as may be prescribed by the Board, to receive deliveryacquisition of Trust Shares and Dividend Equivalent Amounts in installments over a period of five, 10Outstanding Corporation Common Stock or 15 years, as more fully described in Section 6(d) above. Once made, an Installment Delivery Election may be superseded by another Installment Delivery Election. However, in order for any initial or superseding Installment Delivery Election to be valid, it must be receivedOutstanding Corporation Voting Securities by the Corporation prior towhich reduces the first daynumber of the year in which the applicable shares of Outstanding Corporation Common Stock are credited toor Outstanding Corporation Voting Securities;provided,that if after such acquisition by the Participant under Section 5. InCorporation such person becomes the casebeneficial owner of multiple Installment Delivery Elections and/additional shares of Outstanding Corporation Common Stock or revocationsOutstanding Corporation Voting Securities that increases the percentage of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities beneficially owned by any Participant, the most recent valid Installment Delivery Election or revocation in effect as of the Delivery Date shall be controlling. No Delivery Elections once made can be accelerated and any elections to further defer Delivery Elections must be made in accordance with the following:(i)Such election will not take effect until 12 months after the election is made;(ii)Any subsequent election other than under Section 6(b)(i) or Section 6(b)(ii) above must be for a period of at least 5 years from the date such Delivery Election issuance would otherwise have been made under the Plan; and(iii)With respect to any Delivery Election issuance to be made at a specified time or pursuant to a fixed schedule pursuant to an election at the time of such initial deferral, such election must be made at least 12 months prior to the date of the first scheduled Delivery Election issuance under such initial election.(f) “Disability” shall mean (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last forsuch person, a continuous period of not less than 12 months, (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering service providersChange-in-Control of the Corporation shall then occur.(iii) any other definition providedimpaired by the termination of the Plan.Section 409A. Unless otherwisea Stock Option or a recipient of a Stock Appreciation Right, Restricted Stock Award, Performance Unit Award or Restricted Stock Unit theretofore granted or made without the optionee’s or recipient’s consent, except such an amendment made to cause the Plan to qualify for the exemption provided by Rule l6b-3, or (ii) disqualify the Plan from the exemption provided by Rule l6b-3. In addition, no such amendment shall be made without the approval of the Corporation’s stockholders to the extent such approval is required by law or agreement.the eventlaw and tax and accounting rules, as well as other developments and to grant Awards which qualify for beneficial treatment under such rules without stockholder approval.timingPlan constitute an “unfunded” plan for incentive and deferred compensation under the Code and Title I of paymentsthe Employee Retirement Income Security Act of 1974, as amended. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan (that would otherwise be considered “deferred compensation” subject to Section 409A) would be accelerated upon the occurrence of a Disability, no such acceleration shall be permitteddeliver Common Stock or make payments;provided however,that, unless the Disability also satisfiesCommittee otherwise determines, the definitionexistence of “disability”such trusts or other arrangements is consistent with the “unfunded” status of the Plan.Section 409A.(g) Thean Award to represent to and agree with the Corporation has created a grantor trust (the “Trust”) to assist it in accumulatingwriting that such person is acquiring the shares cash and other property needed to fulfill its obligations under this Section 6. On each date whenwithout a Stock Retainer is credited to a Participant, the Corporation shall contribute Trust Sharesview to the Trust. However, Participants shall have no beneficial or other interest in the Trust and the assets thereof, and their rights under the Plan shall be as general creditors of the Corporation, unaffected by the existence or nonexistence of the Trust, except that deliveries of Trust Shares and payments of cash and other property to Participants from the Trust shall, to the extent thereof, be treated as satisfying the Corporation’s obligations under this Section 6.7.Share Certificates; Voting and Other Rights.distribution thereof. The certificates for shares delivered to a Participant or the trustee of the Trust, if any (the “Trustee”), pursuant to Section 6 above shall be issued in the name of the Participant or the Trustee, as the case may be, and the Participant or the Trustee, as the case may be, shall be entitled to all rights of a Stockholder with respect to Common Stock for all such shares issued in his name, includingmay include any legend which the rightCommittee deems appropriate to vote the shares; provided, however, that the Participant or the Trustee, as the case may be, shall not receive dividends and other distributions paid or made with respect to such shares in addition to the Dividend Equivalent Amounts.reflect any restrictions on transfer.8.Change in Control. A “Change in Control” shall be deemed to have occurred if any of the following events shall have happened:(i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) (including in connection with a merger, consolidation, purchase or acquisition of Common Stock, or similar business transaction) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the fair market value of then outstanding shares of Common Stock of theA-3www.hecla-mining.comAPPENDIX ACorporation (the “Outstanding Corporation Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of Directors (the “Outstanding Corporation Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (2) any acquisition by the Corporation (other than an increase in the percentage of Common Stock owned by a Person caused as a result of a transaction in which the Corporation acquires its Common Stock in exchange for property); (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; (4) any acquisition of additional beneficial ownership in Common Stock by a Person that is already considered to own more than 50% of more of the total fair market value or total voting power of the Corporation; or (5) any transaction in which the Common Stock of the Corporation does not remain outstanding after the transaction; or(ii)An acquisition by any Person (including in connection with a merger, consolidation, purchase or acquisition of Common Stock, or similar business transaction) of beneficial ownership of 30% or more of the combined voting power of the Corporation during a 12-month period; excluding, however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (2) any acquisition by the Corporation (other than an increase in the percentage of Common Stock owned by a Person caused as a result of a transaction in which the Corporation acquires its Common Stock in exchange for property); (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or (4) any acquisition of additional beneficial ownership in Common Stock by a Person that is already considered to own more than 30% of more of the total voting power of the Corporation; or(iii)A change in the composition of the Board such that a majority of the Directors (such Directors shall be hereinafter referred to as the “Incumbent Directors”) are replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the Incumbent Directors before the date of the appointment or election; or(iii)An acquisition by any Person of assets from the Corporation, during a 12-month period, that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Corporation immediately before such acquisition or acquisitions; excluding, however, an acquisition by any Person that is an entity controlled by the shareholders of the Corporation immediately after the transfer (within the meaning of Section 409A).Notwithstanding any provision of this definition to the contrary, in the event that any amount or benefit under the Plan constitutes deferred compensation under Section 409A and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Section 409A.9.General Restrictions. (a) Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Corporation shall not be required to issue or deliver any certificate or certificates for shares of Common Stock under the Plan prior to fulfillment of all of the following conditions:(i)Listing or approval for listing upon notice of issuance of such shares on The New York Stock Exchange, or such other securities exchange as may at the time be the principal market for the Common Stock;(ii)Any registration or other qualification of such shares of the Corporation under any state or federal law or regulation, or maintaining in effect any such registration or other qualification which the Board shall deem necessary or advisable; andA-122017 Proxy StatementA-4APPENDIX A(iii)Obtaining any other consent, approval or permit from any state or federal governmental agency which the Board shall determine to be necessary or advisable.the Participants.its employees.The CorporationAdoption of the Plan shall not be requiredconfer upon any employee any right to issuecontinued employment, nor shall it interfere in any way with the right of the Corporation or deliver any sharessubsidiary or Affiliate to terminate the employment of Common Stockany employee at any time.if such issuancethe participant shall pay to the Corporation, or delivery would constitute a violationmake arrangements satisfactory to the Corporation regarding the payment of, any provisionfederal, state, local or foreign taxes of any kind required by law or regulation of any governmental authority.10.Shares Available. (a) Subject to Section 11 below,be withheld with respect to such amount. Unless otherwise determined by the maximum number of shares ofCorporation, withholding obligations may be settled with Common Stock, which may be credited asincluding Common Stock Retainers pursuantthat is part of the Award that gives rise to the Plan is (i) 1,000,000 aswithholding requirement. The obligations of the Effective Date, and (ii) 3,000,000 as of the Corporation’s 2017 Annual Meeting of Stockholders, subject to the approval of the Stockholders at the 2017 Annual Meeting. Shares of Common Stock issuableCorporation under the Plan shall be takenconditional on such payment or arrangements, and the Corporation and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from authorized but unissued shares or from treasuryany payment otherwise due to the participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.the CorporationCommon Stock are available under Section 3 for such reinvestment (taking into account then outstanding Stock Options and other Awards).shall from timeit deems appropriate for a participant to time be necessary for issuance pursuantdesignate a beneficiary to the Plan.(b) The maximum value of Stock Retainers credited duringwhom any calendar year to any Nonemployee Director, taken together with any cash fees paid to such Nonemployee Director for Board service during the calendar year and the value of awards granted to the Nonemployee Director under any other equity compensation plan of the Corporation or an affiliate during the calendar year, shall not exceed the following in total value (calculating the value of any Stock Retainers or other equity compensation plan awards based on the grant date fair value for financial reporting purposes): (i) $900,000 for the Chair of the Board and (ii) $675,000 for each Nonemployee Director other than the Chair of the Board; provided, however, that awards granted to Nonemployee Directors upon their initial election to the Board or the board of directors of an affiliate shall not be counted against the limits under this paragraph.11.Change in Capital Structure. Subject to any required action by the Stockholders,amounts payable in the event of the participant’s death are to be paid or by whom any change inrights of the participant, after the participant’s death, may be exercised.effected without receipt of considerationif any, covered by the Corporation, whether by reasonAward to the subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the subsidiary will transfer the shares of any stock dividend, stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, warrants or rights offering to purchase Common Stock at a price below its fair market value, reclassification, recapitalization, reorganization, reincorporation, merger, consolidation or other change in capitalization, appropriate adjustment shall be made by the Board in the number and kind of shares subject to the Plan and any other relevant provisions of the Plan, in order to prevent dilution or enlargement of Participants’ rights under the Plan.12.Administration; Amendment. (a) The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Corporation’s certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its responsibilities hereunder to its Compensation Committee or such other committee as determined by the Board (the “Committee”), which shall have full authority to actemployee in accordance with its charter (as in effect from time to time), and with respect to the power and authority of the Board to act hereunder, all references to the Board shall be deemed to include a reference to the Committee, unless such power or authority is specifically reserved by the Board. Except as may be required by applicable law, regulatory requirement or the certificate of incorporation or the bylaws of the Corporation, the Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, and shall have full power and authority to take all such other actions and make all such other determinations that the Board deems to be necessary or appropriate to the administration of the Plan. All actions, determinations and decisions by the Board or the Committee under the Plan shall be in the sole discretion of the Board (or the Committee, as applicable) and shall be final, binding and conclusive on all persons.(b) The Board may, at any time and from time to time, amend or suspend the Plan. An amendment shall be contingent on approval of the Stockholders to the extent stated by the Board, required by applicable law or required by applicable securities exchange listing requirements. No amendment or suspension of the Plan shall, without the consent of the affected Participant, materially impair rights or obligations of such Participant.A-5www.hecla-mining.comAPPENDIX A(c) The Board may terminate the Plan at any time subject to the requirements of Section 409A.13.Grandfathered Amounts. Notwithstanding anything in this Plan to the contrary, any amounts accrued and vested by Participants under the Plan prior to January 1, 2005 will be paid under the terms of the Plan as then in effect.14.Miscellaneous. (a) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for reelectionAward specified by the Stockholders or to limit the rights of the Stockholders to remove any Director.(b) The Corporation shall have the right to require, prior to the issuance or delivery of any shares of Common StockCommittee pursuant to the Plan, payment by a Participant of any taxes required by law with respect to the issuance or delivery of such shares.15.Section 409A. (a) Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with Section 409A, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and penalties under Section 409A), and the Corporation shall not have any obligation to indemnify or otherwise hold any Participant (or beneficiary) harmless from any or all such taxes or penalties. With respect to any amount under the Plan that is considered “deferred compensation” subject to Section 409A, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For purposes of Section 409A, each of the payments that may be made under the Plan is designated as a separate payment.Plan.(b) Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A, no payments under the Plan that are “deferred compensation” subject to Section 409A and that would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day.16.Governing Law.(h) The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.Delaware, without reference to principles of conflict of laws.2017 Proxy StatementA-6A-13 APPENDIX BHECLA MINING COMPANY By: Phillips S. Baker, Jr. President and CEO A-14 CERTIFICATE OF INCORPORATIONVV..Nnotwithstanding anythingelse contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article VII.Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66.67% of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal the second and final sentences of this Article VII.B-1 B-1www.hecla-mining.comAPPENDIX CBYLAWSBylawsBylaws..C-1 2017 Proxy StatementC-1APPENDIX DCERTIFICATE OF INCORPORATIOND-1 D-1www.hecla-mining.comAPPENDIX EBYLAWSCEOChief Executive Officer shall appoint three Inspectors of Election prior to each meeting of shareholders. Upon his or her appointment, each such Inspector shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and to the best of his or her ability. Such Inspectors shall determine the number of shares outstanding, the voting power of each such share, the number of shares present at the meeting and whether a quorum is present at such meeting. The Inspectors shall receive votes and ballots and shall determine all challenges and questions as to the right to vote and shall thereafter count and tabulate all votes and ballots and determine the result. Such Inspectors shall do such further acts as are proper to conduct the elections of directors and the vote on other matters with fairness to all shareholders. The Inspectors shall make a certificate of the results of the elections of directors and the vote on other matters. No Inspector shall be a candidate for election as a director of the Corporation nor shall any such candidate be appointed an Inspector.2017 Proxy StatementE-1APPENDIX E(A)General.(A) General. tietime and place to place. At any adjourned special meeting the Corporation may transact any business which might have been transacted at the original special meeting. The Board of Directors acting by resolution approved by a majority of the entire Board of Directors may postpone and reschedule any previously scheduled special meeting of shareholders upon public notice or disclosure given prior to the date previously scheduled for such meeting of shareholders.E-1 (B) Shareholder Requested Special Meetings. Meetings.Meeting must be signed by the Requisite Percent of the record holders (or their duly authorized agents) and be delivered to the Secretary at the principal executive offices of the Corporation by registered mail, return receipt requested.(1) Special meetings of the shareholders (each a “Shareholder Requested Special Meeting”) shall be called by the Secretary upon the written request of a shareholder (or a group of shareholders formed for the purpose of making such request) who or which has held at least 25% Net Long Beneficial Ownership (as defined below) of the outstanding common stock of the Corporation continuously for at least 120 days as of the date of submission of the request (the “Requisite Percent”). Compliance by the requesting shareholder or group of shareholders with the requirements of this section and related provisions of these bylaws shall be determined in good faith by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the shareholders.“Net Long Beneficial Ownership” (and its correlative terms), when used to describe the nature of a shareholder’s ownership of common stock of the Corporation, shall mean those shares of common stock of the Corporation as to which the shareholder in question possesses (x) the sole power to vote or direct the voting, (y) the sole economic incidents of ownership (including the sole right to profits and the sole risk of loss), and (z) the sole power to dispose of or direct the disposition. The number of shares calculated in accordance with clauses (x), (y) and (z) shall not include any shares (1) sold by such shareholder in any transaction that has not been settled or closed, (2) borrowed by such shareholder for any purposes or purchased by such shareholder pursuant to an agreement to resell or (3) subject to any option, warrant, derivative or other agreement or understanding, whether any such arrangement is to be settled with shares of common stock of the Corporation or with cash based on the notional amount of shares subject thereto, in any such case which has, or is intended to have, the purpose or effect of (A) reducing in any manner, to any extent or at any time in the future, such shareholder’s rights to vote or direct the voting and full rights to dispose or direct the disposition of any of such shares or (B) offsetting to any degree gain or loss arising from the sole economic ownership of such shares by such shareholder.(2) A request for a Shareholder Requested Special Meeting must be signed by the Requisite Percent of the record holders (or their duly authorized agents) and be delivered to the Secretary at the principal executive offices of the Corporation by registered mail, return receipt requested.Such request shall (A) set forth a statement of the specific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting, (B) bear the date of signature of each shareholder (or duly authorized agent) signing the request, (C) include (w) the name and address, as they appear in the Corporation’s stock ledger, of each shareholder signing such request (or on whose behalf the Shareholder Special Meeting Request is signed), (x) the class, if applicable, and the number of shares of common stockE-2E-2www.hecla-mining.comAPPENDIX Eof the Corporation that are owned of record and beneficially by each such shareholders, (y) documentary evidence of such shareholder’s record and beneficial ownership of such stock and (z) a certification from each such shareholder that the shareholders signing the request in the aggregate satisfy the Net Long Beneficial Ownership requirement of these Bylaws, (D) set forth all information relating to each such shareholder (and if the matter proposed to be acted on at such special meeting involves the election of directors, each person whom the shareholder proposes to nominate for election) that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) describe any material interest of each such shareholder in the specific purpose or purposes of the meeting, and (F) include an acknowledgement by each shareholder and any duly authorized agent that any disposition of shares of common stock of the Corporation as to which such shareholder has Net Long Beneficial Ownership as of the date of delivery of the special meeting request and prior to the record date for the proposed meeting requested by such shareholder shall constitute a revocation of such request with respect to such shares. In addition, the shareholder and any duly authorized agent shall promptly provide any other information reasonably requested by the Corporation to allow it to satisfy its obligations under applicable law.Any requesting shareholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary at the principal executive offices of the Corporation. If, following such revocation at any time before the date of the Shareholder Requested Special Meeting, the remaining requests are from shareholders holding in the aggregate less than the Requisite Percent, the Board of Directors, in its discretion, may cancel the Shareholder Requested Special Meeting.(3) Notwithstanding the foregoing, the Secretary shall not be required to call a special meeting of shareholders if (A) the request for such special meeting does not comply with this Section 4(B), (B) the Board of Directors has called or calls an annual or special meeting of shareholders to be held not later than ninety (90) days after the date on which a valid request has been delivered to the Secretary (the “Delivery Date”), (C) the request is received by the Secretary during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (D) the request contains an identical or substantially similar item (a “Similar Item”) to an item that was presented at any meeting of shareholders held within one hundred and twenty (120) days prior to the Delivery Date (and, for purposes of this clause (D) the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (E) the request relates to an item of business that is not a proper subject for action by the shareholders of the Corporation under applicable law, or (F) the request was made in a manner that involved or would involve a violation of Regulation 14A under the Exchange Act or other applicable law.(4) Any Shareholder Requested Special Meeting shall be held at such date, time and place within or without the state of Delaware as may be fixed by the Board of Directors; provided, however, that the date of any Shareholder Requested Special Meeting shall be not more than sixty (60) days after the record date for such meeting (the “Meeting Record Date”), which shall be fixed in accordance with Article V, Section 4 of these Bylaws, provided that, in no event shall the Meeting Record Date be more than twenty (20) days after the date on which a valid request for a Shareholder Requested Special Meeting, which complies with the requirements of this section and related provisions of these Bylaws, is delivered to the Secretary of the Corporation. In fixing a date and time for any Shareholder Requested Special Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the special meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.(5) Business transacted at any Shareholder Requested Special Meeting shall be limited to the purpose(s) stated in the request; provided, however, that nothing herein shall prohibit the Corporation from submitting additional matters to a vote of the shareholders at any Shareholder Requested Special Meeting.2017 Proxy Statement E-3Table of Contentsthis section and related provisions of these Bylaws, is delivered to the Secretary of the Corporation. In fixing a date and time for any Shareholder Requested Special Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the special meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.APPENDIX EMeetings.Meetings. Written notice, stating the place, date and time of any annual or special meeting of shareholders, and the general nature of the business to be considered thereat, shall be given to each shareholder entitled to vote at such meeting at his address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.Action.Action. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders.Meeting.Meeting. At each meeting of the shareholders the Chairman of the Board, or if he shall be absent therefrom, the President, or if he shall be absent therefrom, another officer of the Corporation chosen by the Board of Directors, shall act as chairman of the meeting or preside thereat.(A) Annual Meetings of Shareholders.Shareholders.(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Corporation who was a shareholder of record at the time of giving of notice provided for in this By-Law,Bylaw, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this By-Law.Bylaw.(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this By-Law,Bylaw, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the 120thday prior to such annual meeting and not later than the close of business on the later of the 90thday prior to such annual meeting or the 10thday following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under theSecurities ExchangeActof 1934, as amended (the “Exchange Act’) and Rule 14a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf of the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner.(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-LawBylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this By-LawBylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10thday following the day on which such public announcement is first made by the Corporation.E-4www.hecla-mining.comAPPENDIX Edelivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.(B)Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2)provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this By-Law,(B) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Bylaw, who shall be entitled to vote at the meeting andwho (y) in the case of a special meeting of shareholders called pursuant to clause (i) of the first sentence of Section (4)(A) of Article II of these Bylaws, complies with the notice procedures set forth in this By-Law,or (z) in the case of a special meeting of shareholders called pursuant to clause (i) of the first sentence of Section (4)(A) of Article II of these Bylaws, complies with the notice procedures set forth in this Bylaw, or (z) in the case ofE-3 (4)(A)4(A) of Article II of these Bylaws,, the shareholder’s notice required by paragraph (A)(2) of this By-LawBylaw shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120thday prior to such special meeting and not later than the close of business on the later of the 90thday prior to such special meeting or the 10thday following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting,or (ii) in the case of a Shareholder Requested Special Meeting, the shareholder complies with the requirements set forth in Section 4(b)4(B) of Article II of these Bylaws. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholder’s notice as described above.(C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this By-LawBylaw shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law.Bylaw. The Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this By-LawBylaw and, if any proposed nomination or business is not in compliance with this By-Law,Bylaw, to declare that such defective proposal shall be disregarded.(2) For purposes of this By-Law,Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.(3) Notwithstanding the foregoing provision of this By-Law,Bylaw, a shareholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this By-Law.Bylaw. Nothing in this By-LawBylaw shall be deemed to affect any rights of (i) shareholders to request inclusion of the proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of any series of Preferred Stock to elect directors under specified circumstances.E-4 2017 Proxy StatementE-5APPENDIX FThe directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1984 Annual Meeting of Shareholders, the term of office of the second class to expire at the 1985 Annual Meeting of Shareholders and the term of office of the third class to expire at the 1986 Annual Meeting of Shareholders. At each Annual Meeting of Shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Shareholders after the election.at which the term of the class to which they have been elected expiresand when such director’s successor has been duly elected and qualified. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.F-1 The directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1984 Annual Meeting of Shareholders and the term of office of the second class to expire at the 1985 Annual Meeting of Shareholders and the term of office of the third class to expire at the 1986 Annual Meeting of Shareholders. At each Annual Meeting of Shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Shareholders after their election.at which the term of the class to which they have been elected expiresand when such director’s successor has been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.G-1 Reconciliation of Net Income (Loss) (GAAP) to Earnings Before Interest, Taxes, Depreciation, and Amortization (non-GAAP) to Net Income (Loss) (GAAP) (loss) before the following items: interest expense, income tax benefit provision, (benefit), and depreciation, depletion, and amortization expense. Management believes that, when presented in conjunction with comparable GAAP measures, EBITDA is useful to investors in evaluating our operating performance. The table below presents reconciliations between the GAAP measure of net (loss) income (loss) to the non-GAAP measure EBITDA to the GAAP measure of net income (loss) for the years ended December 31, 2016, 20152018, 2017 and 20142016 (in thousands).Year ended December 31, 2016 2015 2014 Net income (loss) (GAAP) $ 69,547 $ (86,968 ) $ 17,824 Interest expense, net of amount capitalized1 21,796 25,389 26,775 Income tax provision (benefit) 27,428 56,310 (5,240 ) Depreciation, depletion, and amortization 117,413 112,585 112,173 EBITDA $ 236,184 $ 107,316 $ 151,532 Year ended December 31, 2018 2017 2016 Net (loss) income (GAAP) $ (26,563 ) $ (28,520) $ 61,569 Interest expense, net of amount capitalized(1) 40,944 38,012 21,796 Income tax (benefit) provision (6,701 ) 20,963 28,090 Depreciation, depletion, and amortization 140,905 126,467 124,918 EBITDA $ 148,585 $ 156,922 $ 236,373 1(1) On April 12, 2013, we completed an offering of $500 million in aggregate principal amount of our Senior Notes due May 1, 2021 (the “Notes”), and issued additional Notes in 2014 to fund one of our defined benefit pension plans. In addition, on March 5, 2018, we entered into a note purchase agreement pursuant to which we issued CAD$40 million (approximately USD$30.8 million at the time of the transaction) in aggregate principal amount of our Series 2018-A Senior Notes due May 1, 2021 (the “RQ Notes”) to Ressources Québec, a subsidiary of Investissment Québec, a financing arm of the Québec government. SeeNote 67 ofNotes to Consolidated Financial Statements in our Form 10-K for the calendar year ended December 31, 2016,2018, for more information. The Notes and RQ Notes bear interest at a rate of 6.875% and 4.68%, respectively, per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for. Interest on the Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013.2013 for the Notes and May 1, 2018 for the RQ Notes.F-1www.hecla-mining.comTableReconciliation of ContentsNet Loss (GAAP) to EBITDA Less Capital (non-GAAP)APPENDIX FReconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (non-GAAP) to Net Income (Loss) (GAAP) Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) less capital for use in AIP performance measurement is calculated as net loss before the following items: interest expense, income tax provision,benefit, depreciation, depletion, and amortization expense, exploration expense, pre-development expense, acquisition costs, gain on disposition of properties, plants, equipment and mineral interests, suspension costs, foreign exchange gains, unrealized gains on derivative contracts, provisional price gains,losses, provisions for closed operations expense, stock-based compensation, unrealized losses on investments, interest and other income, and loss on sale of investments. Management believes that, when presented in conjunction with comparable GAAP measures, Adjusted EBITDA is useful to investors in evaluatinginvestments, and capital expenditures at our operating performance. operations.H-1 (loss)loss to Adjusted EBITDA less capital (in thousands):Year Ended
December 31,
2016Net (loss) $ 69,547 Plus: Interest expense, net of amount capitalized 21,796 Plus: Income taxes 27,428 Plus: Depreciation, depletion and amortization 115,468 Plus: Exploration expense 14,720 Plus: Pre-development expense 3,137 Plus: Acquisition costs 2,695 Plus: Foreign exchange loss 2,926 Less: Gains on derivative contracts (4,423 ) Plus: Provisional price losses 918 Plus: Provision for closed operations and environmental matters 4,813 Plus: Stock-based compensation 5,932 Plus: Unrealized losses on investments 177 Less: Other (507 ) Adjusted EBITDA $ 264,627 Reconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) to Cash Cost, Before By-product Credits Per Silver/Gold Ounce and Cash Cost Per Silver/Gold Year Ended
December 31, 2018 Net loss $ (26,563 ) Plus: Interest expense, net of amount capitalized 40,944 Plus: Income taxes (6,701 ) Plus: Depreciation, depletion and amortization 140,905 EBITDA 148,585 Less: Depreciation, depletion and amortization not at operating mines (6,861 ) Plus: Acquisition costs 10,045 Plus: Suspension costs 20,693 Less: Gain on disposition of properties, plants, equipment and mineral interests (2,793 ) Less: Foreign exchange gain (10,310 ) Less: Unrealized gains on derivative contracts (7,936 ) Plus: Provisional price losses 3,803 Plus: Provision for closed operations and environmental matters 6,090 Plus: Stock-based compensation 6,242 Plus: Unrealized losses on investments 2,816 Plus: Other 941 ) Less: capital expenditures at operating mines (140,616 ) EBITDA less capital $ 30,699 Silver/GoldSilver Ounce, Before By-product Credits, and(ii) Cash Cost, After By-product Credits, (iii) AISC, Before By-product Credits and (iv) AISC, After By-product Credits, per Silver/Gold Ounce for our silver operations for the yearyears ended December 31, 20162018 and 2017 (in thousands, except costs per ounce and gold ounces produced)ounce).ItWe recently started reporting AISC, After By-product Credits, per Ounce which we use as a measure of our mines’ net cash flow after costs for exploration, pre-development, reclamation, and sustaining capital. This is similar to the Cash Cost, After By-product Credits, per Ounce non-GAAP measure we report, but also allowsincludes on-site exploration, reclamation, and sustaining capital costs. Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all the expenditures incurred to discover, develop and sustain silver and gold production. These measures also allow us to benchmark the performance of each of our mines versus those of our competitors. As a primary silver mining company, we also use the statistic on an aggregate basis - aggregating the Greens Creek, Lucky Friday and San Sebastian mines, but not Casa Berardi, which is a primary gold mine - to compare our performance with that of other primary silver mining companies. Similarly, the statistic isthese statistics are useful in identifying acquisition and investment opportunities as it providesthey provide a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.Silver/GoldSilver Ounce include all direct and indirect operating cash costs related directly to the physical activities of producing metals, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes. AISC, Before By-product Credits for each mine also includes on-site exploration, reclamation, and sustaining capital costs. AISC, Before By-product Credits for our consolidated silver properties also includes corporate costs for general and administrative expense, exploration and sustaining capital projects. By-product credits include revenues earned from all metals other than the primary metal produced at each2017 Proxy StatementF-2APPENDIX FSilver/GoldSilver Ounce, providesprovide management and investors an indication of operating cash flow, after consideration of the average price, received from production. Management also uses this measurementthese measurements for the comparative monitoring of performance of our mining operations period-to-period from a cash flow perspective. Cash Cost, After By-product Credits and AISC, After By-product Credits per Silver/GoldSilver Ounce is a measureare measures developed by precious metals companies (including the Silver Institute)Institute and/or World Gold Council) in an effort to provide a uniform standard for comparison purposes. There can be no assurance, however, that our reporting of thisthese non-GAAP measuremeasures is the same as thatthose reported by other mining companies.H-2 The Casa Berardi section below reports Cash Cost, After By-product Credits, per Gold Ounce for the productionTable of gold, its primary product, and by-product revenuesearned from silver, which is a by-product at Casa Berardi. Only costs and ounces produced relating to units with the same primary product are combined to represent Cash Cost, After By-product Credits, per Ounce. Thus, the gold produced at our Casa Berardi unit is not included as a by-product credit when calculating Cash Cost, After By-product Credits, per Silver Ounce for the total of Greens Creek, Lucky Friday and San Sebastian, our combined silver properties.ContentsTotal, Greens Creek, Lucky Friday and San Sebastian Unit tablestable below, by-product credits comprise an essential element of our silver unit cost structure distinguishing our silver operations due to the polymetallic nature of their orebodies. By-product credits included in our presentation of Cash Cost, After By-product Credits and AISC, After By-product Credits, per Silver Ounce include:Total, Greens Creek. Lucky Friday
and San Sebastian UnitsIn thousands (except per ounce amounts) Year ended December 31, 2016 2015 2014 By-product value, all silver properties: Zinc $ 92,277 $ 87,383 $ 95,701 Gold 99,905 59,019 61,871 Lead 62,989 55,955 66,082 Total by-product credits $ 255,171 $ 202,357 $ 223,654 By-product credits per silver ounce, all silver properties Zinc $ 5.38 $ 7.56 $ 8.65 Gold 5.83 5.10 5.59 Lead 3.67 4.84 5.97 Total by-product credits $ 14.88 $ 17.50 $ 20.21 By-product credits included in our presentation of Cash Cost, After By-product Credits, per Gold Ounce for our Casa Berardi Unit include:Casa Berardi Unit In thousands (except per ounce amounts) Year ended December 31, 2016 2015 2014 Silver by-product value $ 572 $ 457 $ 464 Silver by-product credits per gold ounce $ 3.92 $ 3.57 $ 3.62 Total Silver Year ended
December 31,In thousands (except per ounce amounts) 2018 2017 By-product value, all silver properties: Zinc $ 103,096 $ 101,865 Gold 76,416 87,319 Lead 30,512 39,084 Total by-product credits $ 210,024 $ 228,268 By-product credits per silver ounce, all silver properties Zinc $ 10.32 $ 8.18 Gold 7.65 7.01 Lead 3.05 3.14 Total by-product credits $ 21.02 $ 18.33 sum of the cost of sales and other direct production costs and depreciation, depletion and amortization forourfor our silver operating units in the tablestable below is presented in our Consolidated Statement of Operations and Comprehensive (Loss) (in thousands) included in our audited financial statements which are included in our Annual Report on Form 10-K for the calendar year ended December 31, 2016.2018.F-3www.hecla-mining.com Total Silver Year ended
December 31,In thousands (except per ounce amounts) 2018 2017 Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP) $ 241,631 $ 240,610 Depreciation, depletion and amortization (52,125 ) (61,468 ) Treatment costs 39,820 53,718 Change in product inventory 3,142 (449 ) Reclamation and other costs (4,470 ) (4,298 ) Lucky Friday cash costs excluded (7,247 ) Cash Cost, Before By-product Credits(2) 220,751 228,113 Reclamation and other costs 3,816 3,351 Exploration 12,902 12,968 Sustaining capital 50,306 46,118 General and administrative 36,542 35,611 AISC, Before By-product Credits 324,217 326,161 By-product credits (210,024 ) (228,267 ) Cash Cost, After By-product Credits 10,727 (154 ) AISC, After By-product Credits 114,293 97,894 Divided by silver ounces produced 9,990 12,449 Cash Cost, Before By-product Credits, per Silver Ounce 22.10 18.33 By-product credits per silver ounce (21.02 ) (18.34 ) Cash Cost, After By-product Credits, per Silver Ounce $ 1.08 $ (0.01 ) AISC, Before By-product Credits, per Silver Ounce 32.46 26.20 By-product credits per silver ounce (21.02 ) (18.34 ) AISC, After By-product Credits, per Silver Ounce $ 11.44 $ 7.86 APPENDIX F Total, Greens Creek, Lucky Friday
and San Sebastian UnitsIn thousands (except per ounce amounts) Year ended December 31, 2016 2015 2014 Cost of sales and other direct production costs and depreciation, $ 298,740 $ 260,498 $ 267,536 depletion and amortization (GAAP) Depreciation, depletion and amortization (68,156 ) (67,815 ) (72,936 ) Treatment costs 84,535 80,239 82,639 Change in product inventory (1,429 ) (1,632 ) 1,649 Reclamation and other costs (5,406 ) (1,319 ) (2,046 ) Cash Cost, Before By-product Credits2 308,284 269,971 276,842 By-product credits (255,171 ) (202,357 ) (223,654 ) Cash Cost, After By-product Credits 53,113 67,614 53,188 Divided by silver ounces produced 17,144 11,562 11,065 Cash Cost, Before By-product Credits, per Silver Ounce 17.98 23.35 25.02 By-product credits per silver ounce (14.88 ) (17.50 ) (20.21 ) Cash Cost, After By-product Credits, per Silver Ounce $ 3.10 $ 5.85 $ 4.81 Greens Creek Unit In thousands (except per ounce amounts) Year ended December 31, 2016 2015 2014 Cost of sales and other direct production costs and depreciation, depletion $ 191,297 $ 195,276 $ 199,682 and amortization (GAAP) Depreciation, depletion and amortization (52,564 ) (56,553 ) (63,505 ) Treatment costs 62,754 63,284 63,313 Change in product inventory (1,866 ) (4,222 ) 1,706 Reclamation and other costs (2,327 ) (1,342 ) (1,949 ) Cash Cost, Before By-product Credits2 197,294 196,443 199,247 By-product credits (161,782 ) (163,394 ) (176,650 ) Cash Cost, After By-product Credits 35,512 33,049 22,597 Divided by silver ounces produced 9,254 8,452 7,826 Cash Cost, Before By-product Credits, per Silver Ounce 21.32 23.24 25.46 By-product credits per silver ounce (17.48 ) (19.33 ) (22.57 ) Cash Cost, After By-product Credits, per Silver Ounce $ 3.84 $ 3.91 $ 2.89 2(2)Includes all direct and indirect operating costs related directly to the physical activities of producing metals, including mining, processing and other plantplan costs, third-party refining and marketing expense, on-site general and administrative costs, royalties and mining production taxes, after by-product revenues earned from all metals other than the primary metal produced at each unit.H-3 2017 Proxy StatementF-4
APPENDIX FLucky Friday Unit In thousands (except per ounce amounts) Year ended December 31, 2016 2015 2014 Cost of sales and other direct production costs and depreciation, $ 76,210 $ 65,222 $ 67,854 depletion and amortization (GAAP) Depreciation, depletion and amortization (11,810 ) (11,262 ) (9,431 ) Treatment costs 20,277 16,915 19,326 Change in product inventory (1,162 ) 1,154 (57 ) Reclamation and other costs (822 ) 23 (97 ) Cash Cost, Before By-product Credits2 82,693 72,052 77,595 By-product credits (50,722 ) (38,035 ) (47,004 ) Cash Cost, After By-product Credits 31,971 34,017 30,591 Divided by silver ounces produced 3,596 3,028 3,239 Cash Cost, Before By-product Credits, per Silver Ounce 23.00 23.79 23.95 By-product credits per silver ounce (14.11 ) (12.56 ) (14.51 ) Cash Cost, After By-product Credits, per Silver Ounce $ 8.89 $ 11.23 $ 9.44 San Sebastian Unit3 In thousands (except per ounce amounts) Year ended December 31, 2016 2015 2014 Cost of sales and other direct production costs and depreciation, $ 31,233 $ — $ — depletion and amortization (GAAP) Depreciation, depletion and amortization (3,782 ) — — Treatment costs 1,504 40 — Change in product inventory 1,599 1,436 — Reclamation and other costs (2,257 ) — — Cash Cost, Before By-product Credits2 28,297 1,476 — By-product credits (42,667 ) (928 ) — Cash Cost, After By-product credits (14,370 ) 548 — Divided by silver ounces produced 4,294 82 — Cash Cost, Before By-product Credits, per Silver Ounce 6.59 18.07 — By-product credits per silver ounce (9.94 ) (11.36 ) — Cash Cost, After By-product Credits, per Silver Ounce $ (3.35 ) $ 6.71 $ — 2Includes all direct and indirect operating costs related directly to the physical activities of producing metals, including mining, processing and other plant costs, third-party refining and marketing expense, on-site general and administrative costs, royalties and mining production taxes, after by-product revenues earned from all metals other than the primary metal produced at each unit.3Commercial production began at the San Sebastian unit in the fourth quarter of 2016. See theSan Sebastian Segmentsection of our Form 10-K for the calendar year ended December 31, 2016 for further discussion.F-5www.hecla-mining.comAPPENDIX FCasa Berardi Unit In thousands (except ounce and per ounce amounts) Year ended December 31, 2016 2015 2014 Cost of sales and other direct production costs and depreciation, $ 155,711 $ 144,558 $ 148,043 depletion and amortization (GAAP) Depreciation, depletion and amortization (47,312 ) (43,674 ) (38,198 ) Treatment costs 1,264 670 564 Change in product inventory 2,890 (1,970 ) (3,151 ) Reclamation and other costs (459 ) (455 ) (820 ) Cash Cost, Before By-product Credits2 112,094 99,129 106,438 By-product credits (572 ) (457 ) (464 ) Cash Cost, After by-product credits 111,522 98,672 105,974 Divided by gold ounces produced 145,975 127,891 128,244 Cash Cost, Before By-product Credits, per Gold Ounce 767.90 775.11 829.97 By-product credits per gold ounce (3.92 ) (3.57 ) (3.62 ) Cash Cost, After By-product Credits, per Gold Ounce $ 763.98 $ 771.54 $ 826.35 Total, All Locations In thousands Year ended December 31, 2016 2015 2014 Reconciliation to GAAP: Cost of sales and other direct production costs and depreciation, $ 454,451 $ 405,056 $ 415,580 depletion and amortization (GAAP) Depreciation, depletion and amortization (115,468 ) (111,489 ) (111,134 ) Treatment costs 85,799 80,909 83,203 By-product credits (255,743 ) (202,814 ) (224,118 ) Change in product inventory 1,461 (3,602 ) (1,502 ) Reclamation and other costs (5,865 ) (1,774 ) (2,867 ) Cash Cost, After By-product Credits $ 164,635 $ 166,286 $ 159,162 2Includes all direct and indirect operating costs related directly to the physical activities of producing metals, including mining, processing and other plant costs, third-party refining and marketing expense, on-site general and administrative costs, royalties and mining production taxes, after by-product revenues earned from all metals other than the primary metal produced at each unit.2017 Proxy StatementF-6
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COEUR D'ALENE, ID 83815
Use the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 05/22/2019 for shares held directly and by 11:59 P.M. ET on 05/20/2019 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 05/22/2019 for shares held directly and by 11:59 P.M. ET on 05/20/2019 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.The Board of Directors recommends you vote FOR the following:1. Election of Directors 1. For Against Abstain ☐ ☐ ☐ 1b. Terry V. Rogers ☐ ☐ ☐ 1c. Charles B. Stanley ☐ ☐ ☐ For Against Abstain 2. Ratification of the appointment of BDO USA, LLP, as our independent registered public accounting firm for 2019. ☐ ☐ ☐ 3. Approval, on an advisory basis, of our executive compensation. ☐ ☐ ☐ 4. ☐ ☐ ☐ 5. ☐ ☐ ☐ For Against Abstain 1APhillips S. Baker, Jr.☐☐☐1BGeorge R. Johnson☐☐☐The Board of Directors recommends you vote FOR proposals 2 and 3.ForAgainstAbstain2.PROPOSAL to ratify and approve the selection of BDO USA, LLP, as independent auditors of the Company for the calendar year ending December 31, 2017.☐☐☐ 3.6. Advisory resolution to approve executive compensation.☐☐☐The Board Directors recommends you vote 1 YEAR on the following proposal:1 year2 years3 yearsAbstain4.Advisory vote on frequency of executive compensation vote.☐☐☐☐Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.The Board of Directors recommends you vote FOR proposals 5, 6, 7 and 8.ForAgainstAbstain5.PROPOSAL to approve the Amended and Restated Hecla Mining Company Stock Plan for nonemployee Directors, including to increase to 3,000,000 the number of shares of common stock available for issuance under the Amended and Restated Hecla Mining Company Stock Plan for nonemployee Directors.☐☐☐6.PROPOSAL to approve the amendment to the Certificate of Incorporation of the Company increasing the number of authorized shares of common stock of the Company from 500,000,000 to 750,000,000.☐☐☐7.PROPOSAL to approve amendments to the Company's Certificate of Incorporation and Bylaws to remove certain 80% supermajority voting provisions.☐☐☐8.PROPOSAL to approve amendments to the Company'sour Certificate of Incorporation and Bylaws to permit shareholders to call special meetings of shareholders in certain circumstances.☐ ☐ ☐ 7. ☐ ☐ ☐ NOTE:8.☐ ☐ ☐ Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement and Annual Report are available atwww.proxyvote.comFAIRMOUNT PACIFIC RIM HOTEL6500 N. MINERAL DRIVE, SUITE 200
COEUR D'ALENE, IDAHO 83815-94081038 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA, CANADA
May 25, 201723, 20197 AND 8, AND "1 YEAR" FOR PROPOSAL 4.725, 2017,23, 2019, and any adjournments or postponements thereof, and there to vote the undersigned's shares of Common Stock of the Company on the following matters as described in the Board of Directors Proxy Statement for such meeting, a copy of which has been received by the undersigned.twothree nominees for Director and FOR the approval of Proposals 2, 3, 4, 5, 6 7 and 8, and 1 year for proposal 4..7. This proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof.
