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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE OMMISSION |
OMB Number: 3235-0059 |
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Washington, D.C. 20549 |
Expires: January 31, 2008 |
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SCHEDULE 14A |
Estimated average burden hours per response... 14 |
Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
x | Preliminary Proxy Statement |
o | Definitive Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | 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: | |
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2. | Aggregate number of securities to which transaction applies: | |
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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): | |
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4. | Proposed maximum aggregate value of transaction: | |
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5. | Total fee paid: | |
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SEC 1913 (04-05) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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o | Fee paid previously with preliminary materials. | |
o | 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 Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
(1) |
Elect two directors; |
(2) |
Approve an amendment to the Certificate of Incorporation of the corporation increasing the number of authorized shares of common stock of the corporation; and |
(3) |
Approve the adoption of an Employee Stock Purchase Plan. |
You may elect to receive future
notices of meetings, proxy materials and annual reports electronically via the Internet. If you have previously consented to electronic delivery, your
consent will remain in effect until withdrawn. If you have not yet enrolled in Heclas Internet delivery program, we strongly encourage you to do
so as it is a cost-effective way for Hecla to send your proxy statement and annual report materials. Participation instructions are set forth in the
Proxy Statement on page 3, under the heading Electronic Access for Documents Filed with the Securities and Exchange Commission and Other
Corporate Events. When next years proxy statement and annual report materials are available, you will be sent an e-mail telling you how to
access them electronically. |
(1) |
To elect two members to the Board of Directors to serve for a three-year term or until their respective successors are elected and have qualified; |
(2) |
To consider and vote upon an amendment to the Certificate of Incorporation increasing the number of authorized shares of common stock of the corporation from 200,000,000 to 400,000,000; |
(3) |
To consider and vote upon the adoption of an Employee Stock Purchase Plan and to authorize a total of 500,000 shares of common stock to be issued under the plan; and |
(4) |
To transact such other business as may properly come before the Annual Meeting of Shareholders or any postponements or adjournments thereof. |
Page |
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INTRODUCTION
|
1 | |||||
VOTING AT
ANNUAL MEETING |
1 | |||||
Record
Date |
1 | |||||
General
Information About Voting |
1 | |||||
Voting
Results |
3 | |||||
Expenses of
Solicitation |
3 | |||||
Householding |
3 | |||||
Electronic
Access for Documents Filed with the Securities and Exchange Commission and Other Corporate Events |
3 | |||||
Proxies |
4 | |||||
PURPOSES OF
ANNUAL MEETING |
4 | |||||
Item 1
Election of Directors |
4 | |||||
Nominees |
5 | |||||
Remaining
Directors |
6 | |||||
Item 2
Increase in Number of Authorized Shares of Common Stock |
7 | |||||
Item 3
Adoption of Employee Stock Purchase Plan |
8 | |||||
CERTAIN
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD |
8 | |||||
Current
Members of the Board of Directors |
8 | |||||
Committees of
the Board of Directors |
8 | |||||
CORPORATE
GOVERNANCE |
9 | |||||
Director
Independence |
9 | |||||
Selection of
Nominees for the Board of Directors |
11 | |||||
Independent
Director Sessions |
12 | |||||
Board
Meetings During 2005 |
12 | |||||
Code of
Business Conduct and Ethics |
12 | |||||
Director
Communications |
12 | |||||
AUDIT
COMMITTEE REPORT |
13 | |||||
Membership
and Role of the Audit Committee |
13 | |||||
Review of the
Corporations Audited Financial Statements for the Fiscal Year Ended December 31, 2005 |
13 | |||||
Appointment
of Auditors |
14 | |||||
AUDIT
FEES |
15 | |||||
Audit and
Non-Audit Fees |
15 | |||||
Policy on
Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor |
15 | |||||
COMPENSATION
OF NONEMPLOYEE DIRECTORS |
16 | |||||
2005
Nonemployee Director Cash Retainer and Meeting Fees |
16 |
Page | ||||||
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EXECUTIVE
COMPENSATION |
17 | |||||
Report of the
Compensation Committee on Executive Compensation |
17 | |||||
Overall
Policy |
17 | |||||
Base
Salaries |
18 | |||||
Annual
Performance Payment |
19 | |||||
Long-Term
Performance Plan |
19 | |||||
Stock-Based
Grants |
20 | |||||
Qualifying
Compensation Paid to Executive Officers for Deductibility under Section 162(m) of the Internal Revenue Code |
21 | |||||
Conclusion |
21 | |||||
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
22 | |||||
COMPARISON OF
FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN |
22 | |||||
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
23 | |||||
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
25 | |||||
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS |
25 | |||||
CHARITABLE
CONTRIBUTIONS BY THE CORPORATION |
25 | |||||
COMPENSATION
TABLES |
26 | |||||
Compensation
for 2005 |
26 | |||||
Summary
Compensation Table |
26 | |||||
Deferred 2005
Compensation Table |
26 | |||||
Restricted
Stock Valuation Table |
27 | |||||
Option Grants
in Last Fiscal Year |
28 | |||||
Total Options
Exercised in 2005 and Fiscal Year-End Option Values |
29 | |||||
Long-Term
Incentive Plans Awards in Last Fiscal Year |
30 | |||||
EQUITY
COMPENSATION PLAN INFORMATION |
30 | |||||
OTHER
BENEFITS |
31 | |||||
Retirement
Plan |
31 | |||||
Estimated
Annual Retirement Benefits |
31 | |||||
Employment
Agreements, Termination of Employment Arrangements and Other Management Arrangements |
32 | |||||
INCREASE IN
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK |
33 | |||||
ADOPTION OF
EMPLOYEE STOCK PURCHASE PLAN |
34 | |||||
PROVISIONS OF
THE CORPORATIONS BY-LAWS WITH RESPECT TO SHAREHOLDER PROPOSALS AND NOMINATIONS FOR ELECTION AS DIRECTORS |
38 | |||||
SHAREHOLDER
PROPOSALS FOR 2007 ANNUAL MEETING |
39 | |||||
ANNUAL REPORT
|
39 | |||||
OTHER
BUSINESS |
39 | |||||
Appendix A
Audit Committee Charter |
A-1 | |||||
Appendix B
Hecla Mining Company 2006 Employee Stock Purchase Plan |
B-1 |
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Telephone You can vote by calling the toll-free telephone number on your proxy card. Telephone voting is available 24 hours a day. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote over the telephone, do not return your proxy card. |
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Proxy Card You can vote by signing, dating and mailing your proxy card in the postage-paid envelope provided. The proxies named in the enclosed proxy card (Arthur Brown and Michael B. White) will vote your shares as you have instructed. You may authorize the proxies to vote your shares in favor of each of the proposals contained in this Proxy Statement by simply signing and returning the enclosed proxy card without indicating how your votes should be cast. |
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Vote in Person You can attend the Annual Meeting
and vote at the meeting. |
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Internet (street shareholders only) You can vote
over the Internet at the web address shown on your proxy card. Internet voting is available 24 hours a day. If you have access to the Internet, we
encourage you to vote this way. If you vote over the Internet, do not return your proxy card. |
Principal Occupation and Other Directorships |
Age at May 5, 2006 |
Year First Became Director |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
GEORGE R.
NETHERCUTT, JR. Principal, Lundquist, Nethercutt & Griles, LLC (a strategic planning and consulting firm), since February 2005; Of Counsel,
Paine, Hamblen, Coffin, Brooke & Miller LLP (a law firm), since August 2005; Board Member, Washington Policy Center since January 2005; Board
Member, ARCADIS Corporation since May 2005; Board Member, Juvenile Diabetes Research Foundation International since June 2005; U.S. Chairman, Permanent
Joint Board on Defense U.S./Canada since April 2005; Member, U.S. House of Representatives from 1995 to 2005; Member, Subcommittee on Interior,
Agriculture and Defense Appropriations from 1995 to 2005; Member, Committee on Science and Energy from 1998 to 2005; Vice Chairman, Defense
Subcommittee on Appropriations from 2000 to 2004; Member, Washington State Bar Association since 1972. |
61 | 2005 | ||||||||
JOHN H.
BOWLES. Currently a partner in the Audit and Assurance Group of PricewaterhouseCoopers LLP since April 1976; Treasurer, Mining Suppliers,
Contractors and Consultants Association of British Columbia since May 1999; former Director of Ducks Unlimited Canada from March 1988 to March 1996;
Director Emeritus, Ducks Unlimited Canada since March 1996; Trustee of The Leon and Thea Koerner Foundation since November 2002; former President of
the Canadian Diabetes Association from 1982 to 1984; former Director and member of the Vancouver Club from March 1991 to March 1994; appointed a fellow
of the Institute of Chartered Accountants in December 1997; and appointed a fellow of the Canadian Institute of Mining and Petroleum in May
2003. |
60 | |
Principal Occupation and Other Directorships |
Age at May 5, 2006 |
Year First Became Director |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
TED
CRUMLEY. Former Executive Vice President and Chief Financial Officer of OfficeMax Incorporated (distributor of office products) from January 2005
to December 2005; Senior Vice President of OfficeMax Incorporated from November 2004 to January 2005; Senior Vice President and Chief Financial Officer
of Boise Cascade Corporation (manufacturer of paper and forest products) from 1994 to 2004; Vice President and Controller of Boise Cascade Corporation
from 1990 to 1994; other positions held at Boise Cascade Corporation from 1972 to 1990. |
61 | 1995 | ||||||||
CHARLES L.
McALPINE. Former President of Arimathaea Resources Inc. (a Canadian gold exploration company) from 1982 to 1992; former President of Campbell
Chibougamau Mines Ltd. (a Canadian copper-gold mining company) from 1969 to 1979; Director, First Tiffany Resource Corporation; Director, Goldstake
Explorations Inc.; Director, Postec Systems Inc. |
72 | 1989 | ||||||||
JORGE E.
ORDOÑEZ C. President and Chief Executive Officer, Ordoñez Profesional S.C. (a business and management consulting corporation
specializing in mining) since 1988; Chief Executive Officer, Minera Cima, S.A. de C.V. since 2005; Director, Fischer-Watt Gold Co., Inc. since 1996;
Vice President, Minera Montoro, S.A. de C.V. since 1996; former Chief Executive Officer, Empresas Frisco, S.A. de C.V. from 1981 to 1988; former Chief
Executive Officer, Minera Real de Angeles, S.A. de C.V. (a Placer Dome Mexican subsidiary) from 1979 to 1980; recipient of Mexican National Geology
Recognition in 1989; elected to Mexican Academy of Engineering in 1990. |
66 | 1994 |
Principal Occupation and Other Directorships |
Age at May 5, 2006 |
Year First Became Director |
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---|---|---|---|---|---|---|---|---|---|---|
PHILLIPS S.
BAKER, JR. Chief Executive Officer of the Corporation since May 2003; President of the Corporation since November 2001; Chief Financial Officer of
the Corporation from May 2001 to June 2003; Chief Operating Officer of the Corporation from November 2001 to May 2003; Vice President of the
Corporation from May 2001 to November 2001; Director, Questar Corporation (a Utah natural gas and exploration and production company), since February
2004; Vice President and Chief Financial Officer of Battle Mountain Gold Company (a gold mining company) from March 1998 to January 2001; Vice
President and Chief Financial Officer of Pegasus Gold Corporation (a gold mining company) from January 1994 to January 1998. |
46 | 2001 | ||||||||
DAVID J.
CHRISTENSEN. Research analyst with Credit Suisse First Boston (an investment banking firm) from October 2002 to August 2003; Global Coordinator and
First Vice President of Merrill Lynch & Co. (an investment banking firm) from 1998 to 2001; Vice President and Precious Metals Equity Analyst with
Merrill Lynch & Co. from 1994 to 1998; Portfolio Manager of Franklin Gold Fund and Valuemark Precious Metals Funds for Franklin Templeton Group
from 1990 to 1994. Mr. Christensen had previously served as a director from May 2002 to October 2002. |
43 | 2003 | ||||||||
DR. ANTHONY
P. TAYLOR. President, Chief Executive Officer and Director, Gold Summit Corporation (a public Canadian minerals exploration company), since October
2003; Director, Greencastle Resources Corporation since December 2003; President and Director, Caughlin Preschool Co. (a private Nevada corporation
that operates preschools), since October 2001; President, Chief Executive Officer and Director, Millennium Mining Corporation (a private Nevada
minerals exploration company) from January 2000 to October 2003; Vice President of Exploration, First Point US Minerals from 1997 to 1999; President
and Director, Great Basin Exploration & Mining Co., Inc., from 1990 to 1996. |
64 | 2002 |
Director |
Executive Committee |
Audit Committee |
Compensation Committee |
Corp. Gov. and Directors Nominating Committee |
Technical |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Phillips S.
Baker, Jr. |
* |
|||||||||||||||||||||
Arthur Brown
*** |
** |
* |
||||||||||||||||||||
David J.
Christensen |
* |
|||||||||||||||||||||
John E.
Clute |
* |
* |
** |
|||||||||||||||||||
Ted
Crumley |
* |
** |
* |
|||||||||||||||||||
Charles L.
McAlpine |
** |
* |
* |
* |
||||||||||||||||||
George R.
Nethercutt, Jr. |
* |
|||||||||||||||||||||
Jorge E.
Ordoñez C. |
* |
* |
** |
|||||||||||||||||||
Dr. Anthony
P. Taylor |
* |
* |
Member |
** |
Committee Chairman |
*** |
Chairman of the Board |
|
A director who is, or has been within the last three years, an employee of the Corporation, or whose immediate family member1 is, or has been within the last three years, an executive officer2 of the Corporation may not be deemed independent. Employment as an interim Chairman or Chief Executive Officer or other executive officer shall not disqualify a director from being considered independent following the interim employment. |
1 |
Immediate family member means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than employees) sharing a persons home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, or death or incapacitation. |
2 |
Executive officer means an officer within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934. |
|
A director who has received, or who has an immediate family member who has received, during any 12-month period within the last three years, more than $100,000 in direct compensation from the Corporation, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), may not be deemed independent. Compensation received by a director for former service as an interim Chairman or Chief Executive Officer and compensation received by an immediate family member for service as a non-executive employee of the Corporation will not be considered in determining independence under this test. |
|
(i) A director who is, or whose immediate family member is, a current partner of a firm that is the Corporations external auditor; (ii) a director who is a current employee of such a firm; (iii) a director who has an immediate family member who is a current employee of such a firm and who participates in the firms audit, assurance or tax compliance (but not tax planning) practice; or (iv) a director who was or whose immediate family member was, within the last three years (but is no longer), a partner or employee of such a firm and personally worked on the Corporations audit within that time, may not be deemed independent. |
|
A director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company, where any of the Corporations present executive officers at the time serve or served on that companys compensation committee may not be deemed independent. |
|
A director who is a current employee or general partner, or whose immediate family member is a current executive officer or general partner, of an entity that has made payment to, or received payments from, the Corporation for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other entitys consolidated gross revenues, may not be deemed independent. |
|
The Corporation made contributions to any charitable organization in which a director served as an executive officer and contributions in any single fiscal year exceeded the greater of $1 million or 2% of such charitable organizations gross revenues. |
3 |
Audit Committee Financial Expert is defined as a person who has through: (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant, auditor or position performing similar functions; (ii) experience actively supervising one or more such persons; (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (iv) other relevant experience and the following attributes: (a) an understanding of GAAP and financial statements; (b) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals, and reserves; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can be reasonably expected to be raised by a companys financial statements, or experience actively supervising one or more persons engaged in such activities; (d) an understanding of internal controls and procedures for financial reporting; and (e) an understanding of audit committee functions. |
2005 |
2004 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit
Fees |
$ | 629,457 | $ | 513,650 | ||||||
Audit Related
Fees |
101,550 | 77,313 | ||||||||
Tax
Fees |
36,273 | 41,024 | ||||||||
All Other
Fees |
0 | 0 | ||||||||
Total |
$ | 767,280 | $ | 631,987 |
Director |
Annual Director Retainer ($) |
Annual Committee Chair Retainers ($) |
Board Meeting Fees ($) |
Committee Meeting Fees ($) |
Total Cash ($) |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Arthur Brown,
Chairman(1) |
35,000 | 0 | 0 | 0 | 35,000 | |||||||||||||||||
David J.
Christensen |
20,000 | 0 | 12,000 | 4,000 | 36,000 | |||||||||||||||||
John E.
Clute |
20,000 | 2,000 | 12,000 | 5,000 | 39,000 | |||||||||||||||||
Ted
Crumley |
20,000 | 3,000 | 12,000 | 5,000 | 40,000 | |||||||||||||||||
Charles L.
McAlpine |
20,000 | 4,000 | 12,000 | 11,000 | 47,000 | |||||||||||||||||
George R.
Nethercutt, Jr. |
20,000 | 0 | 12,000 | 3,000 | 35,000 | |||||||||||||||||
Jorge E.
Ordoñez C. |
20,000 | 1,000 | 9,000 | 5,000 | 35,000 | |||||||||||||||||
Dr. Anthony
P. Taylor |
20,000 | 0 | 12,000 | 2,000 | 34,000 |
(1) |
In May 2005, the Compensation Committee set the compensation for Mr. Browns continuing services as Chairman of the Board from June 1, 2005, through May 31, 2006, at $10,000 per month. The monthly payment is paid one-half in cash and one-half in shares of the Corporations Common Stock at the end of each month determined by dividing the average closing price of the Corporations Common Stock for each month of service into $5,000 per month. Mr. Brown was credited with 16,913 shares of the Corporations Common Stock from January 1, 2005, through |
December 31, 2005, under the terms of the Key Employee Deferred Compensation Plan, and $35,000 in cash from January 1, 2005, through December 31, 2005. Using the closing market price of the Corporations Common Stock on December 30, 2005 ($4.06), the value of Mr. Browns 16,913 shares as of December 30, 2005, was $68,667. |
Date |
|
Hecla Mining |
|
S&P 500 |
|
S&P 500 Gold Index |
|
Peer Group |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
December
2000 |
$ | 100.00 | $ | 100.00 | $ | 100.00 | $ | 100.00 | |||||||||||
December
2001 |
$ | 188.00 | $ | 88.17 | $ | 113.49 | $ | 153.92 | |||||||||||
December
2002 |
$ | 1,012.00 | $ | 68.73 | $ | 143.61 | $ | 285.36 | |||||||||||
December
2003 |
$ | 1,658.00 | $ | 88.41 | $ | 241.63 | $ | 486.39 | |||||||||||
December
2004 |
$ | 1,166.00 | $ | 98.00 | $ | 221.86 | $ | 440.60 | |||||||||||
December 2005 |
$ | 812.00 | $ | 102.80 | $ | 269.16 | $ | 502.26 |
1 |
Total shareholder return assuming $100 invested on December 31, 2000, and reinvestment of dividends on a quarterly basis. |
2 |
Peer Group: Agnico-Eagle Mines Ltd., Bema Gold Corporation, Cambior, Inc., Coeur dAlene Mines Corp., Pan American Silver Corp. |
Name of Beneficial Owner |
Exercisable Stock Options(1) |
Shares Held in 401(k) Plan(2) |
Restricted Stock(3) |
Shares Otherwise Beneficially Owned(4) |
Percent of Class(5) |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Phillips S.
Baker, Jr. President and CEO |
989,216 | 70 | 35,000 | 168,795 | 1 | % | ||||||||||||||||
John H.
Bowles(6) Nominee Director |
0 | 0 | 0 | 0 | * | |||||||||||||||||
Arthur Brown Chairman |
409,000 | 0 | 0 | 234,840 | (7) | * | ||||||||||||||||
Michael H.
Callahan Vice President Corporate Development |
206,212 | 992 | 13,000 | 45,131 | (8) | * | ||||||||||||||||
Ronald W.
Clayton Vice President North American Operations |
97,560 | 0 | 14,000 | 8,000 | (9) | * | ||||||||||||||||
David J.
Christensen Director |
0 | 0 | 0 | 17,917 | (10) | * | ||||||||||||||||
John E.
Clute Director |
0 | 0 | 0 | 26,362 | (10) | * | ||||||||||||||||
Ted Crumley Director |
0 | 0 | 0 | 29,601 | (10) | * | ||||||||||||||||
Charles L.
McAlpine Director |
0 | 0 | 0 | 28,062 | (10) | * | ||||||||||||||||
George R.
Nethercutt, Jr. Director |
0 | 0 | 0 | 900 | (10) | * | ||||||||||||||||
Jorge E.
Ordoñez C. Director |
0 | 0 | 0 | 26,062 | (10) | * | ||||||||||||||||
Dr. Anthony P.
Taylor Director |
0 | 0 | 0 | 26,562 | (10) | * | ||||||||||||||||
Vicki Veltkamp
(Larson) Vice President Investor and Public Relations |
111,665 | 2,393 | 9,500 | 23,770 | (11) | * |
Name of Beneficial Owner |
Exercisable Stock Options(1) |
Shares Held in 401(k) Plan(2) |
Restricted Stock(3) |
Shares Otherwise Beneficially Owned(4) |
Percent of Class(5) |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Lewis E.
Walde Vice President and CFO |
152,903 | 830 | 13,000 | 33,579 | (12) | * | ||||||||||||||||
Philip C.
Wolf Vice President and General Counsel |
0 | 0 | 20,000 | (13) | 0 | * | ||||||||||||||||
All current
directors, nominee directors and officers as a group (15 individuals) |
1,966,556 | 4,285 | 104,500 | 669,581 | 2.3 | % |
* |
Represents beneficial ownership of less than 1% of issued and outstanding Common Stock on March 9, 2006. |
(1) |
This column lists shares with respect to which each of the named individuals, all current directors, nominee directors and officers as a group (15) individuals, have the right to acquire beneficial ownership within 60 days of March 9, 2006, through the exercise of stock options granted under the 1995 Stock Incentive Plan and discounted stock options purchased under the Key Employee Deferred Compensation Plan. Stock options, until exercised, have no voting power. |
(2) |
This column lists shares held in the Corporations Capital Accumulation Plan, a 401(k) plan. The beneficial owners of these shares have sole voting power with respect to shares held in the plan. |
(3) |
This column lists shares of restricted stock, certain restrictions on which had not lapsed as of March 9, 2006. Owners of restricted stock have no power to vote the shares until the restrictions lapse. |
(4) |
This column includes shares held of record and any shares beneficially owned through a trust, bank, broker or other nominee. |
(5) |
This column lists the sum of the individuals (or individuals) stock options and shares shown on this table, expressed as a percent of the Corporations outstanding shares and that individuals (or individuals) exercisable stock options at March 9, 2006. |
(6) |
Nominee director. |
(7) |
Includes 8,075 shares held jointly with Mr. Browns spouse, as to which Mr. Brown shares voting and investment power, and 76,134 shares held directly by Mr. Brown under the Key Employee Deferred Compensation Plan, which Mr. Brown has no voting power for these shares. |
(8) |
All 45,131 shares are held jointly with Mr. Callahans spouse, as to which Mr. Callahan shares voting and investment power. |
(9) |
All 8,000 shares are held directly by Mr. Clayton, which he has sole voting power. |
(10) |
Includes shares credited to each nonemployee director, all of which are held indirectly in trust pursuant to the Corporations Stock Plan for Nonemployee Directors. Each director disclaims beneficial ownership of all shares held in trust under the Stock Plan for Nonemployee Directors. See Compensation of Directors. |
(11) |
All 23,770 shares are held jointly with Ms. Veltkamps (Larson) spouse, as to which Ms. Veltkamp (Larson) shares voting and investment power. |
(12) |
Consists of 21,579 shares held jointly with Mr. Waldes spouse, as to which Mr. Walde shares voting and investment power, and 12,000 shares of restricted stock that vested on September 6, 2005, but have yet to be distributed under the Key Employee Deferred Compensation Plan. Mr. Walde has no power to vote the 12,000 shares until they are distributed on May 10, 2006. |
(13) |
Mr. Wolf was appointed Vice President and General Counsel in February 2006. As part of his employment, Mr. Wolf was awarded 20,000 shares of restricted stock. These shares of restricted stock |
have a vesting schedule as follows: 10,000 shares will vest on February 15, 2007, and the other 10,000 shares will vest on February 15, 2008. Mr. Wolf has no power to vote the shares until they vest. |
Title of Class |
Name & Address of Beneficial Owner |
Amount & Nature of Beneficial Ownership(1) |
Percent of Class |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Common |
Royce
& Associates, LLC 1414 Avenue of the Americas New York, NY 10019 |
15,081,500 | 12.70 | % |
(1) |
Security ownership information for the beneficial owner is taken from statements filed with the Securities and Exchange Commission pursuant to Sections 13(d), (f) and (g) of the Exchange Act, and information made known to the Corporation. |
Long-Term Compensation Awards |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation |
||||||||||||||||||||||||||
Name and Principal Position |
Year |
Salary(1,2) |
Bonus(2,3) |
Other Annual Compensation(4) |
Restricted Stock Award(s)(5) |
Securities Underlying Options (#) |
LTIP Payouts ($) |
All Other Compensation(6) ($) |
||||||||||||||||||
Phillips S.
Baker, Jr. |
2005 | 330,417 | 249,830 | 0 | 142,100 | 428,470 | (7) | 0 |
3,150 |
|||||||||||||||||
President and
Chief |
2004 | 325,000 | 102,000 | 0 | 0 | 326,327 | 0 |
3,075 |
||||||||||||||||||
Executive
Officer |
2003 | 313,542 | 214,500 | 424,137 | 0 | 340,000 | 0 |
3,000 |
||||||||||||||||||
Michael H.
Callahan(8) |
2005 | 160,417 | 99,180 | 0 | 52,780 | 94,972 | (9) | 0 |
2,583 |
|||||||||||||||||
Vice
President |
2004 | 146,667 | 44,000 | 117,603 | 0 | 99,926 | 0 |
2,566 |
||||||||||||||||||
Corporate
Development |
2003 | 132,708 | 71,280 | 340,516 | 0 | 121,314 | 0 |
2,083 |
||||||||||||||||||
Ronald W.
Clayton |
2005 | 164,208 | 102,280 | 0 | 56,840 | 50,412 | (10) | 0 |
3,185 |
|||||||||||||||||
Vice
President North |
2004 | 144,583 | 41,000 | 107,652 | 0 | 44,749 | 0 |
3,192 |
||||||||||||||||||
American
Operations |
2003 | 124,801 | 63,690 | 425,840 | 0 | 125,192 | 0 |
1,862 |
||||||||||||||||||
Thomas F. Fudge,
Jr. |
2005 | 116,667 | 46,670 | 0 | 0 | (11) | 20,000 | 0 |
61,648 |
|||||||||||||||||
Vice
President |
2004 | 172,917 | 23,000 | 575,966 | 0 | 40,000 | 0 |
3,295 |
||||||||||||||||||
Operations |
2003 | 160,833 | 67,592 | 295,838 | 0 | 114,000 | 0 |
3,201 |
||||||||||||||||||
Vicki Veltkamp
(Larson) |
2005 | 117,708 | 95,220 | 56,593 | 38,570 | 41,905 | (12) | 0 |
2,263 |
|||||||||||||||||
Vice
President Investor |
2004 | 110,833 | 50,000 | 96,721 | 0 | 30,387 | 0 |
2,167 |
||||||||||||||||||
and Public
Relations |
2003 | 102,708 | 53,760 | 358,793 | 0 | 82,873 | 0 |
3,095 |
||||||||||||||||||
Lewis E.
Walde |
2005 | 157,708 | 112,880 | 0 | 52,780 | 57,403 | (13) | 0 |
2,707 |
|||||||||||||||||
Vice
President and |
2004 | 146,667 | 32,000 | 0 | 0 | 65,000 | 0 |
2,525 |
||||||||||||||||||
Chief
Financial Officer |
2003 | 122,292 | 57,240 | 497,220 | 0 | 110,000 | 0 |
2,438 |
(1) |
Salary amounts include both base salary earned and paid in cash during the fiscal year and the amount of base salary deferred at the election of the executive officer. |
(2) |
Portions of the named executives Salary and Bonus were deferred into the Key Employee Deferred Compensation Plan as follows: |
Name |
Salary ($) |
Bonus ($) |
Total Deferred Compensation ($) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Phillips S.
Baker, Jr. |
80,500 | 40,950 | 121,450 | |||||||||||
Michael H.
Callahan |
19,000 | 28,050 | 47,050 | |||||||||||
Ronald W.
Clayton |
6,568 | 0 | 6,568 | |||||||||||
Thomas F.
Fudge, Jr. |
0 | 0 | 0 | |||||||||||
Vicki
Veltkamp (Larson) |
0 | 33,250 | 33,250 | |||||||||||
Lewis E.
Walde |
6,000 | 0 | 6,000 |
(3) |
Bonus for the last fiscal year includes the following for Messrs. Baker, Callahan, Clayton, Fudge, Ms. Veltkamp (Larson) and Mr. Walde: (i) a cash bonus of $117,000, $56,100, $59,200, $0, $66,500 and $69,800, for each named executive, respectively; and (ii) restricted stock that was distributed on September 6, 2005, with a fair market value on the date of distribution of $3.59, as follows: Mr. Baker, $132,830, Mr. Callahan, $43,080; Mr. Clayton, $43,080; Mr. Fudge, $46,670; Ms. Veltkamp (Larson), $28,720; and Mr. Walde, $43,080. See Restricted Stock Valuation Table. |
(4) |
Other Annual Compensation for the last fiscal year consists of an economic gain on stock option exercises for Messrs. Baker, Callahan, Clayton, Fudge, Ms. Veltkamp (Larson) and Mr. Walde as follows: $0, $0, $0, $0, $56,593 and $0, for each named executive, respectively. |
(5) |
On May 6, 2005, the Board granted shares of restricted stock to each of the named executives. The restrictions on these shares lapse on May 6, 2006. The following table shows the total number and value of unvested restricted stock shares held by each named executive officer as of December 31, 2005. The value is based on a per share price of our Common Stock of $4.06, reflecting the closing market price on the New York Stock Exchange on December 30, 2005. It also shows the number and value of shares that vested in the last fiscal year, using a value of $3.59, which is the closing market price on the New York Stock Exchange on September 6, 2005, the vesting date. |
Name |
Shares Vested During Year(a) (#) |
Value Realized at Vest Date(a)(b) ($) |
Total Unvested Shares at Fiscal Year End (#) |
Value of Unvested Shares at Fiscal Year End ($) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Phillips S.
Baker, Jr. |
37,000 | 132,830 | 35,000 | 142,100 | ||||||||||||||
Michael H.
Callahan |
12,000 | 43,080 | 13,000 | 52,780 | ||||||||||||||
Ronald W.
Clayton |
12,000 | 43,080 | 14,000 | 56,840 | ||||||||||||||
Thomas F.
Fudge, Jr. |
13,000 | 46,670 | 0 | 0 | ||||||||||||||
Vicki
Veltkamp (Larson) |
8,000 | 28,720 | 9,500 | 38,570 | ||||||||||||||
Lewis E.
Walde |
12,000 | 43,080 | 13,000 | 52,780 |
(a) |
The number and value of shares vested includes shares that vested in 2005, but due to deferral elections, were not released to the named executive until a date elected by the named executive under the terms of the Key Employee Deferred Compensation Plan. |
(b) |
These values are included in the Bonus column of the Summary Compensation Table. |
(6) |
All Other Compensation for the last fiscal year includes the following for Messrs. Baker, Callahan, Clayton, Fudge, Ms. Veltkamp (Larson) and Mr. Walde: (i) matching contributions under the Corporations Capital Accumulation Plan of $3,150, $2,451, $2,980, $2,970, $2,141 and $2,591, for each named executive, respectively; and (ii) the dollar value benefit of premium payments for term life insurance coverage of $0, $132, $205, $345, $122 and $116, for each named executive, respectively; and (iii) $58,333 accrued in 2005, in conjunction with a severance arrangement with Mr. Fudge, whose resignation was effective August 1, 2005. Mr. Fudge will continue to receive severance payments of $14,583 per month from January 1, 2006 to August 1, 2006. |
(7) |
In 2005, Mr. Baker purchased 282,470 stock options with funds deferred under the Key Employee Deferred Compensation Plan in 2004 and 2005, respectively, in accordance with the terms of such plan. The remaining 146,000 stock options were granted under the 1995 Stock Incentive Plan in May 2005. |
(8) |
Michael H. Callahan is the son-in-law of Arthur Brown, the Chairman of the Board. |
(9) |
In 2005, Mr. Callahan purchased 62,972 stock options with funds deferred under the Key Employee Deferred Compensation Plan in 2004, in accordance with the terms of such plan. The remaining 32,000 stock options were granted under the 1995 Stock Incentive Plan in May 2005. |
(10) |
In 2005, Mr. Clayton purchased 16,912 stock options with funds deferred under the Key Employee Deferred Compensation Plan in 2004 and 2005, respectively, in accordance with the terms of such plan. The remaining 33,500 stock options were granted under the 1995 Stock Incentive Plan in May 2005. |
(11) |
7,000 restricted stock shares were granted on May 6, 2005, but did not vest and were retired upon the resignation of Mr. Fudge. The value of these shares as of August 1, 2005, was $29,400. |
(12) |
In 2005, Ms. Veltkamp (Larson) purchased 12,655 stock options with funds deferred under the Key Employee Deferred Compensation Plan in 2004, in accordance with the terms of such plan. The remaining 29,250 stock options were granted under the 1995 Stock Incentive Plan in 2005. |
(13) |
In 2005, Mr. Walde purchased 25,403 stock options with funds deferred under the Key Employee Deferred Compensation Plan in 2004, in accordance with the terms of such plan. The remaining 32,000 stock options were granted under the 1995 Stock Incentive Plan in May 2005. |
Individual Grants |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Securities Underlying Options Granted |
% of Total Options Granted to Hecla Employees in Fiscal Year |
Exercise or Base Price: $/Share |
Expiration Date |
Grant Date Present Value(3) |
|||||||||||||||||||||
Phillips S.
Baker, Jr. |
146,000 | (1) | 11.5 | % | $ | 4.92 | 5/5/10 | $ | 266,935 | |||||||||||||||||
Phillips S.
Baker, Jr. |
251,889 | (2) | 19.8 | % | $ | 3.573 | 5/16/12 | $ | 405,958 | |||||||||||||||||
Phillips S.
Baker, Jr. |
30,581 | (2) | 2.4 | % | $ | 2.943 | 11/18/12 | $ | 40,773 | |||||||||||||||||
Michael H.
Callahan |
32,000 | (1) | 2.5 | % | $ | 4.92 | 5/05/10 | $ | 58,506 | |||||||||||||||||
Michael H.
Callahan |
62,972 | (2) | 4.9 | % | $ | 3.573 | 5/16/12 | $ | 101,489 | |||||||||||||||||
Ronald W.
Clayton |
33,500 | (1) | 2.6 | % | $ | 4.92 | 5/05/10 | $ | 61,249 | |||||||||||||||||
Ronald W.
Clayton |
925 | (2) | 0.1 | % | $ | 5.094 | 3/04/12 | $ | 2,257 | |||||||||||||||||
Ronald W.
Clayton |
6,566 | (2) | 0.5 | % | $ | 3.573 | 5/16/12 | $ | 10,582 | |||||||||||||||||
Ronald W.
Clayton |
4,127 | (2) | 0.3 | % | $ | 3.708 | 8/15/12 | $ | 6,839 | |||||||||||||||||
Ronald W.
Clayton |
5,294 | (2) | 0.4 | % | $ | 2.943 | 11/18/12 | $ | 7,058 | |||||||||||||||||
Thomas F.
Fudge, Jr. |
20,000 | (1) | 1.6 | % | $ | 4.92 | 3/31/06 | (4) | $ | 36,566 | ||||||||||||||||
Vicki
Veltkamp (Larson) |
29,250 | (1) | 2.3 | % | $ | 4.92 | 5/5/10 | $ | 53,478 | |||||||||||||||||
Vicki
Veltkamp (Larson) |
12,655 | (2) | 1.0 | % | $ | 3.573 | 5/16/12 | $ | 20,395 | |||||||||||||||||
Lewis E.
Wale |
32,000 | (1) | 2.5 | % | $ | 4.92 | 5/5/10 | $ | 58,506 | |||||||||||||||||
Lewis E.
Walde |
20,403 | (2) | 1.6 | % | $ | 3.573 | 5/16/12 | $ | 32,883 | |||||||||||||||||
Lewis E.
Walde |
5,000 | (2) | 0.4 | % | $ | 2.943 | 11/18/12 | $ | 6,666 |
(1) |
All options were granted on May 5, 2005, under the 1995 Stock Incentive Plan. The exercise price is determined by using the mean between the highest and lowest trading price of the Corporations Common Stock on the date of grant. These options vested immediately and there were no tax offset bonuses accompanying these options. |
(2) |
Stock options purchased by the individuals with funds deferred under the Key Employee Deferred Compensation Plan in accordance with the terms of such plan. |
(3) |
The present value of options on the date of grant was determined using a variation of the Black-Scholes option-pricing model. The estimated values under the Black-Scholes option pricing model are based on the following assumptions at the time of grant: |
Weighted
average fair value of options granted |
$ | 1.46 | ||||
Expected
stock price volatility |
54.25 | % | ||||
Risk-free
interest rate |
3.62 | % | ||||
Expected life
of options |
2.8 | years |
(4) |
Mr. Fudge resigned from the Corporation in August 2005. His options will expire on March 31, 2006. |
Number of Securities Underlying Unexercised Options Held at 12/31/05 |
Value of Unexercised In-The-Money Options at 12/31/05(2) |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Shares Acquired on Exercise (#) |
Value Realized(1) ($) |
Exercisable (#) |
Unexercisable (#) |
Exercisable ($) |
Unexercisable ($) |
|||||||||||||||||||||
Phillips S.
Baker, Jr. |
0 | 0 | 872,327 | (3) | 282,470 | (4) | 217,300 | 156,829 | |||||||||||||||||||
Michael H.
Callahan |
0 | 0 | 143,240 | (5) | 62,972 | (6) | 4,695 | 30,667 | |||||||||||||||||||
Ronald W.
Clayton |
0 | 0 | 85,942 | (7) | 16,912 | (8) | 0 | 10,564 | |||||||||||||||||||
Thomas F. Fudge,
Jr. |
0 | 0 | 150,500 | (9) | 0 | 0 | 0 | ||||||||||||||||||||
Vicki Veltkamp
(Larson) |
20,000 | 57,200 | 134,010 | (10) | 12,655 | (11) | 2,014 | 6,163 | |||||||||||||||||||
Lewis E.
Walde |
0 | 0 | 172,500 | (12) | 25,403 | (13) | 0 | 15,521 |
(1) |
Computed as the difference between the option exercise price and the market price of the Common Stock at the date of exercise. |
(2) |
Market value of underlying securities at year-end, using the closing market price of the Corporations Common Stock on December 30, 2005 ($4.06), minus the exercise price of in-the-money options. |
(3) |
Includes 306,327 discounted stock options purchased by Mr. Baker under the Key Employee Deferred Compensation Plan and 566,000 stock options granted under the 1995 Stock Incentive Plan. |
(4) |
Discounted stock options purchased by Mr. Baker under the Key Employee Deferred Compensation Plan. |
(5) |
Includes 76,240 discounted stock options purchased by Mr. Callahan under the Key Employee Deferred Compensation Plan and 67,000 stock options granted under the 1995 Stock Incentive Plan. |
(6) |
Discounted stock options purchased by Mr. Callahan under the Key Employee Deferred Compensation Plan. |
(7) |
Includes 17,442 discounted stock options purchased by Mr. Clayton under the Key Employee Deferred Compensation Plan and 68,500 stock options granted under the 1995 Stock Incentive Plan. |
(8) |
Discounted stock options purchased by Mr. Clayton under the Key Employee Deferred Compensation Plan. |
(9) |
Mr. Fudge resigned from the Corporation in August 2005. His options will expire on March 31, 2006. |
(10) |
Includes 11,260 discounted stock options purchased by Ms. Veltkamp (Larson) under the Key Employee Deferred Compensation Plan, and 122,750 stock options granted under the 1995 Stock Incentive Plan. |
(11) |
Discounted stock options purchased by Ms. Veltkamp (Larson) under the Key Employee Deferred Compensation Plan. |
(12) |
Includes 30,000 discounted stock options purchased by Mr. Walde under the Key Employee Deferred Compensation Plan and 142,500 stock options granted under the 1995 Stock Incentive Plan. |
(13) |
Discounted stock options purchased by Mr. Walde under the Key Employee Deferred Compensation Plan. |
Estimated Future Payouts under Non-Stock Price-Based Plans |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Shares, Units or Other Rights (#) |
Performance or Other Period until Maturation or Payout |
Threshold ($) |
Target ($) |
Maximum ($) |
||||||||||||||||||
Phillips S.
Baker, Jr. |
3,970 | 12/31/07 |
0 |
397,000 | 794,000 | ||||||||||||||||||
Michael H.
Callahan |
1,260 | 12/31/07 |
0 |
126,000 | 252,000 | ||||||||||||||||||
Ronald W.
Clayton |
1,320 | 12/31/07 |
0 |
132,000 | 264,000 | ||||||||||||||||||
Thomas F.
Fudge, Jr.(1) |
1,000 | 12/31/07 |
0 |
100,000 | 200,000 | ||||||||||||||||||
Vicki
Veltkamp (Larson) |
910 | 12/31/07 |
0 |
91,000 | 182,000 | ||||||||||||||||||
Lewis E.
Walde |
1,260 | 12/31/07 |
0 |
126,000 | 252,000 |
(1) |
Mr. Fudge resigned from the Corporation in August 2005. Under the terms of the Long-Term Incentive Plan, Mr. Fudge will not receive any payout for the 20052007 plan period. |
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 Plans |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
Compensation Plans Approved by Security Holders: |
||||||||||||||
1995 Stock
Incentive Plan |
2,904,820 | $ | 5.27 | 4,476,040 | ||||||||||
Stock Plan
for Nonemployee Directors |
129,298 | N/A | 821,452 | |||||||||||
Key Employee
Deferred Compensation Plan |
1,229,734 | $ | 4.52 | 4,578,055 | ||||||||||
Equity
Compensation Plans Not Approved by Security Holders |
| | | |||||||||||
Total |
4,263,852 | $ | 5.08 | 9,875,547 |
Years of Credited Service |
|||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Final Average Annual Earnings |
5 |
10 |
15 |
20 |
25 |
30 |
35 |
||||||||||||||||||||||||
$100,000 | $ | 6,924 | $ | 13,848 | $ | 20,772 | $ | 27,696 | $ | 34,620 | $ | 41,543 | $ | 48,467 | |||||||||||||||||
125,000 | 9,111 | 18,223 | 27,334 | 36,446 | 45,557 | 54,668 | 63,780 | ||||||||||||||||||||||||
150,000 | 11,299 | 22,598 | 33,897 | 45,196 | 56,495 | 67,793 | 79,092 | ||||||||||||||||||||||||
175,000 | 13,486 | 26,973 | 40,459 | 53,946 | 67,432 | 80,918 | 94,405 | ||||||||||||||||||||||||
200,000 | 15,674 | 31,348 | 47,022 | 62,696 | 78,370 | 94,043 | 109,717 | ||||||||||||||||||||||||
225,000 | 17,861 | 35,723 | 53,584 | 71,446 | 89,307 | 107,168 | 125,030 | ||||||||||||||||||||||||
250,000 | 20,049 | 40,098 | 60,147 | 80,196 | 100,245 | 120,293 | 140,342 | ||||||||||||||||||||||||
275,000 | 22,236 | 44,473 | 66,709 | 88,946 | 111,182 | 133,418 | 155,655 | ||||||||||||||||||||||||
300,000 | 24,424 | 48,848 | 73,272 | 97,696 | 122,120 | 146,543 | 170,967 | ||||||||||||||||||||||||
325,000 | 26,611 | 53,223 | 79,834 | 106,446 | 133,057 | 159,668 | 186,280 | ||||||||||||||||||||||||
350,000 | 28,799 | 57,598 | 86,397 | 115,196 | 143,995 | 172,793 | 201,592 | ||||||||||||||||||||||||
375,000 | 30,986 | 61,973 | 92,959 | 123,946 | 154,932 | 185,918 | 216,905 | ||||||||||||||||||||||||
400,000 | 33,174 | 66,348 | 99,522 | 132,696 | 165,870 | 199,043 | 232,217 | ||||||||||||||||||||||||
425,000 | 35,361 | 70,723 | 106,084 | 141,446 | 176,807 | 212,168 | 247,530 | ||||||||||||||||||||||||
450,000 | 37,549 | 75,098 | 112,647 | 150,196 | 187,745 | 225,293 | 262,842 | ||||||||||||||||||||||||
475,000 | 39,736 | 79,473 | 119,209 | 158,946 | 198,682 | 238,418 | 278,155 | ||||||||||||||||||||||||
500,000 | 41,924 | 83,848 | 125,772 | 167,696 | 209,620 | 251,543 | 293,467 |
|
any employee who has been employed by the Corporation or an affiliated entity for less than two years; |
|
any employee whose customary employment is 20 hours or less per week; |
|
any employee whose customary employment is for not more than five months in any calendar year; |
|
any highly compensated employee within the meaning of Section 414(q) of the Internal Revenue Code (generally, any employee who was a five percent (5%) owner at any time during the current or preceding year, or, for the preceding year, received compensation from the employer in excess of $95,000, the limit for 2005, indexed for cost of living increases in future years; and |
|
any person who, if immediately after a right to purchase Common Stock under the ESPP, would be deemed to own stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Corporation. |
|
85% of the fair market value of such share on the first business day of the purchase period; or |
|
85% of the fair market value of such share on the last business day of the purchase period. |
(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, as amended, and Rule 14a-11 thereunder, including such persons written consent to being named in the Proxy Statement as a nominee and to serve as a director if elected; |
(b) |
As to any other business that the shareholder proposes to bring before the meeting, who has not otherwise complied with the rules and regulations under the Exchange Act for the inclusion of a shareholder proposal in the Corporations proxy materials, 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: |
(i) |
the name and address of such shareholder, as they appear on the Corporations 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. |
A. |
Audit Committee Charter/Report |
1. |
Review and reassess the Audit Committee Charter (the Charter) as conditions dictate, but no less frequently than annually, and recommend any proposed changes to the Board for approval. |
2. |
Review and approve the Audit Committee report as required by the SEC to be included in the Companys annual proxy statement. |
B. |
Independent Auditor |
1. |
Have sole authority to appoint, discharge and replace the independent auditor. The Audit Committee shall consult with management, but shall not delegate this responsibility. |
2. |
Review and evaluate the lead partner of the independent auditor team. |
3. |
Establish a clear understanding with management and the independent auditor that the independent auditor is directly accountable to the Audit Committee. |
4. |
At least annually, obtain and review a report by the independent auditor describing: (a) the firms internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditor, and any steps taken to deal with any such issues; and (c) all relationships between the independent auditor and the Company to assess the auditors independence. |
5. |
Pre-approve all auditing services, internal control-related services and permitted non-audit services to be provided by the independent auditor (subject to a de-minimus exception under the Exchange Act, disclose all non-auditing services to investors in periodic reports, and review the independent auditors proposed audit scope and approach. |
6. |
Review and discuss with the independent auditor any documentation supplied by the auditor as to the nature and scope of any tax services to be approved, as well as the potential effects of the provision of such services on the auditors independence. |
7. |
Require that the independent auditor rotate the lead audit partner responsible for conducting or reviewing the audit on a regular basis, but no less frequently than every five years. |
8. |
Discuss with management and the independent auditor the Companys annual audited financial statements (including the Companys disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations), and recommend to the Board of Directors whether the audited financial statements should be included in the Companys Form 10-K. |
9. |
Discuss with management and the independent auditor the Companys quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditors review of the quarterly financial statements. |
10. |
Discuss with management the Companys earnings press releases, including the use of pro-forma or adjusted non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee shall discuss the type of information to be provided and the type of presentation to be made in the Companys earnings press releases. |
11. |
Obtain and review the independent auditors reports describing the Companys critical accounting policies and practices to be used in the audit, the details and ramifications of all alternative treatments of financial information within generally accepted accounting principles discussed with management and the treatment preferred by the independent auditor, all material written communications between the independent auditor and management internal quality control procedures, and any material issues raised by the most recent internal review of the Company or any external inquiry or investigation and any steps taken to deal with such issues. |
12. |
Resolve disagreements between Company management and the independent auditor. |
13. |
Consult with the independent auditor regarding internal controls, the fullness and accuracy of the Companys financial statements and the matters required to be discussed by Statement of Auditing Standards No. 61. |
14. |
Require that the independent auditor inform the Audit Committee of any fraud, illegal acts or deficiencies in internal controls. |
15. |
Establish and recommend to the Board clear policies with respect to the hiring of employees or former employees of the independent auditor who were engaged on the Companys account. |
C. |
Internal Auditors and Management |
1. |
Review and approve the internal audit function at least annually. |
2. |
Review the regular quarterly internal reports to management prepared by the internal auditing department and managements response. |
3. |
Review the activities, organizational structure, and qualifications of the internal audit department. |
D. |
Financial Reporting and Risk Control |
1. |
Review significant accounting and reporting issues, including recent professional and regulatory pronouncements and consider their impact on the financial statements. |
2. |
In consultation with the independent auditor and the internal auditors, review the integrity of the Companys financial reporting processes, both internal and external. |
3. |
Consider the independent auditors judgments about the quality and appropriateness of the Companys accounting principles as applied in its financial reporting. |
4. |
Discuss policies with respect to risk assessment and risk management with management and the independent auditor. |
5. |
Review and discuss with management and the independent auditor the Companys annual and interim financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles. |
6. |
Review with management and the independent auditor the accounting treatment accorded significant transactions, any significant accounting issues, the development, selection and disclosure of critical accounting estimates, regulatory and accounting initiatives, and off-balance sheet structures, and the Companys use of reserves and accruals. |
7. |
Following completion of the annual audit, review separately with each of management, the independent auditor and the internal auditing department any audit problems or difficulties encountered during the course of the audit, managements response to such problems, any restrictions on the scope of work or access to required information, and any significant disagreement among management and the independent auditor or the internal auditing department in connection with the preparation of the financial statements. |
8. |
Consider and approve major changes to the Companys auditing and accounting principles and practices as suggested by the independent auditor, management, or the internal auditing department. |
9. |
Review with the independent auditor, the internal auditing department and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented by management. |
10. |
Review disclosures made to the Audit Committee by the Companys CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Companys internal controls. |
E. |
Legal Compliance |
1. |
In the course of performing the goals and responsibilities set forth in the Charter, the Audit Committee shall use its best efforts to ensure compliance with the rules and regulations promulgated by the SEC pursuant to the Securities Act of 1933, as amended (the Securities Act) and the Exchange Act, the Statements on Auditing Standards issued by the American Institute of Certified Public Accountants and the applicable requirements of the New York Stock Exchange. |
2. |
Ensure that management has the proper review system in place to ensure that the Companys financial statements, reports and other financial information disseminated to governmental organizations and the public, comply with applicable legal requirements. |
3. |
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
4. |
Review any evidence of material violations of securities law, breach of fiduciary duty or similar violation by the Company or any Company agent disclosed to it by the Companys counsel. |
5. |
Review legal compliance matters with the Companys counsel that could have a significant impact on the Companys financial statements. |
6. |
Review and ensure that disclosures regarding exemption from audit committee requirements appear in, or are incorporated by reference into, annual reports filed with the SEC. |
7. |
Engage such independent legal and other advisors, as it deems necessary or appropriate to carry out its responsibilities at the Companys expense. Such independent advisors may be the regular advisors to the Company. The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Audit Committee. |
8. |
Report regularly to the Board any issues that arise with respect to the quality or integrity of the Companys financial statements, its compliance with legal or regulatory requirements, the performance and independence of the Companys independent auditor, and the performance of the internal audit function. |
9. |
May form and delegate authority to subcommittees, comprised of one or more members of the Committee, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approval shall be presented to the full Audit Committee at its next scheduled meeting. Each subcommittee shall have the full power and authority of the Audit Committee within the authority delegated to the subcommittee or member(s). |
10. |
Undergo an annual performance evaluation of itself. |
11. |
Perform such other activities, as the Board of Directors may from time to time deem necessary or appropriate. |
(a) |
Affiliate. Affiliate means any parent or subsidiary corporation of the Company as defined in Sections 424(e) and 424(f) of the Code and with respect to which participation in the Plan has been approved by the Board of Directors. |
(b) |
Base Compensation. Base Compensation means the cash compensation (including wage, salary, and overtime earnings) paid by the Company or any Affiliate to an Eligible Employee in accordance with the terms of employment during the applicable payroll period. |
(c) |
Board of Directors. Board of Directors means the Board of Directors of Hecla Mining Company. |
(d) |
Code. Code means the Internal Revenue Code of 1986, any amendments thereto, and any regulations or rulings issued thereunder. |
(e) |
Committee. Committee means the Compensation Committee of the Board of Directors of Hecla Mining Company or such other committee of directors as may be designated by the Board of Directors to administer the Plan. |
(f) |
Common Stock. Common Stock means the common stock, par value $0.25 per share, of Hecla Mining Company. |
(g) |
Company. Company means Hecla Mining Company, a Delaware corporation. |
(h) |
Eligible Employee. Eligible Employee means, in general, any common law employee of the Company or an Affiliate; except, however, there shall be excluded from this definition of Eligible Employee and from participation in the Plan the following: (i) any employee who has been employed by the Company or an Affiliate for less than two (2) years; (ii) any employee whose customary employment is twenty (20) hours or less per week; (iii) any employee whose customary employment is for not more than five (5) months in any calendar year; (iv) any highly compensated employee within the meaning of Section 414(q) of the Code; and (v) any person who, if immediately after a right to purchase Common Stock would be granted under the Plan, would be deemed for purposes of Section 423(b)(3) of the Code to own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company (for purposes of this provision, stock ownership of an individual shall be determined under the rules of Section 424(d) of the Code and stock which the individual may purchase under outstanding options shall be treated as stock owned by the individual). |
(i) |
Fair Market Value. Fair Market Value means, as of any given date, the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on NASDAQ; if, however, such determination of Fair Market Value is not consistent with the then current regulations of the Secretary of the Treasury applicable to a plan intended to qualify as an employee stock purchase plan within the meaning of Section 423(b) of the Code, Fair Market Value shall be determined in accordance with said regulations. |
(j) |
Participant. Participant means an Eligible Employee who has elected to participate in the Plan in the manner set forth in Article V. |
(k) |
Plan. Plan means the Hecla Mining Company 2006 Employee Stock Purchase Plan, effective as of August 1, 2006, as approved and adopted by the Board of Directors of Hecla Mining Company and the stockholders of Hecla Mining Company, which is intended to be an employee stock purchase plan within the meaning of Section 423 of the Code. |
(l) |
Purchase Period. Purchase Period means the period from August 1, 2006, to September 30, 2006, and thereafter, for each calendar quarter during a calendar year ending on March 31, June 30, September 30, and December 31 of each calendar year, for the period or periods set forth in Article XIII of the Plan. |
(m) |
Stock Purchase Account. Stock Purchase Account means the account established and maintained for a Participant as a record of the amount withheld from the Base Compensation of the Participant through payroll deductions made under the Plan. |
|
From the West (Spokane, Washington) via I-90 |
o |
Follow I-90 East to Coeur dAlene, Idaho |
o |
Take US-95, Exit #12 |
o |
Turn left at the light (north on 95) |
o |
At the second stop light, turn left on Appleway Avenue |
o |
Coeur dAlene Inn & Conference Center is on the left side |
|
From the East via I-90 |
o |
Follow I-90 West to Coeur dAlene, Idaho |
o |
Take US-95, Exit #12 |
o |
Turn right at the light (north on 95) |
o |
At the first stop light, turn left on Appleway Avenue |
o |
Coeur d Alene Inn & Conference Center is on the left side |