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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):        June 29, 2023

 

McEWEN MINING INC.

(Exact name of registrant as specified in its charter)

 

Colorado
  001-33190
  84-0796160
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

150 King Street West, Suite 2800

Toronto, Ontario, Canada 

M5H 1J9
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number including area code:       (866) 441-0690

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   MUX   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 29, 2023, pursuant to the terms of the Amended and Restated Equity Incentive Plan (the “Plan”) of McEwen Mining Inc., a Colorado corporation (the “Company”), time-based vesting restricted stock awards were granted to each of Perry Ing, Interim Chief Financial Officer, and William Shaver, Interim Chief Operating Officer, covering 2,556 shares and 3,197 shares of restricted common stock, respectively, with such shares vesting, if at all, in three substantially equal annual installments on December 31, 2023, December 31, 2024, and December 31, 2025. In addition, in lieu of paying cash compensation to Messrs. Ing and Shaver for their services provided to the Company from May 1, 2022 to March 31, 2023, additional time-based vesting restricted stock awards were granted to each of them covering 44,097 shares and 60,333 shares of restricted common stock, respectively, with such shares vesting, if at all, in three substantially equal annual installments on December 31, 2023, June 30, 2024, and December 31, 2024. The vesting of the restricted stock awards is subject to the continuous service of the applicable grantee through the vesting dates associated with each award (the period between the date of grant of the restricted stock and the date on which the shares of restricted common stock vest, the “Restricted Period”). During the Restricted Period, the applicable grantee may not sell or otherwise transfer the shares of restricted common stock underlying the restricted stock awards, but the applicable grantee will otherwise be entitled to full ownership of the underlying shares of common stock subject to vesting, including with respect to voting and dividend rights. In the event that a grantee ceases to provide services to the Company during the Restricted Period, all of such grantee’s restricted shares that are not then vested will be forfeited immediately and automatically to the Company as of the date of termination. In the event that a grantee’s service with the Company is terminated by the Company for cause (as determined by the Company), such grantee will forfeit all shares underlying the grantee’s restricted stock award, whether or not then vested.

 

Item 7.01Regulation FD Disclosure

 

On July 6, 2023, the Company issued a press release announcing the results of the annual meeting of shareholders held on June 29, 2023. A copy of that press release is furnished with this report as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits. The following exhibits are furnished or filed with this report, as applicable:

 

99.1Press release dated July 6, 2023

 

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  McEWEN MINING INC.
   
Date: July 6, 2023 By: /s/ Carmen Diges
    Carmen Diges, General Counsel

 

 

Exhibit 99.1

 

 

McEwen Mining Announces AGM Voting Results

 

TORONTO, July 6, 2023 - McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) ("MUX" or the "Company”) announces the results of the MUX Annual Meeting of Shareholders, held on June 29, 2023. The Shareholders approved, among other things, proposals to amend the Company’s Second Amended and Restated Articles of Incorporation to increase the number of shares of preferred stock authorized to be issued from 2 to 10,000,000 and to increase the total authorized shares accordingly (the “Increase in Authorized Preferred Capital Amendment”).

 

Pursuant to that authority, effective June 30, 2023, the Company filed with the Secretary of State of the State of Colorado Articles of Amendment to the Second Amended and Restated Articles of Incorporation that served to effect the Increase in Authorized Preferred Capital Amendment.

 

At the Annual Meeting, 47,427,584 shares were outstanding and entitled to vote at the meeting, 24,913,355 shares were voted, or approximately 52.53% of the outstanding shares entitled to vote.

 

AGM Voting Results

 

At the annual meeting of shareholders held on June 29, 2023, MUX shareowners voted to:

 

Elect as directors: Robert McEwen, Allen Ambrose, Ian Ball, Richard Brissenden, Robin Dunbar, Dr. Merri Sanchez, and William Shaver.

Approve the proposal to amend the articles of incorporation to increase the number of shares of preferred stock authorized to be issued from 2 to 10,000,000 and increase the total authorized shares accordingly.

Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023.

 

Detailed voting results are as follows.

 

Election results for the directors nominated at the meeting are as follows:

 

   Shares Voted 
Name of Nominee  For   Withheld   Broker Non-Votes 
Robert R. McEwen   16,350,537    272,916    8,289,902 
Allen V. Ambrose   15,829,053    794,400    8,289,902 
Ian Ball   16,252,313    371,140    8,289,902 
Richard W. Brissenden   16,271,277    352,176    8,289,902 
Robin E. Dunbar   16,130,643    492,810    8,289,902 
Merri Sanchez   16,090,302    533,151    8,289,902 
William M. Shaver   16,228,570    394,883    8,289,902 

 

Election results for the proposal for the Increase in Authorized Preferred Capital Amendment are as follows:

 

For   Against   Abstain   Broker Non-Votes
10,473,353   6,043,434   106,666   8,289,902

 

 

 

McEwen Mining Inc.Page 1 

 

 

Election results for the ratification of the appointment of EY as the independent registered public accounting firm for the year ending December 31, 2023, are as follows:

 

For   Against   Abstain   Broker Non-Votes
24,633,031   125,598   154,726   0

 

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

 

This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, Quarterly Report on Form 10-Q for the three months ended March 31, 2023, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.

 

The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of McEwen Mining Inc.

 

ABOUT MCEWEN MINING

 

McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 52% of McEwen Copper which owns the large, advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the productivity and life of its assets with the objective of increasing its share price and providing a yield. Rob McEwen, Chairman and Chief Owner, has personal investment in the company of US$220 million. His annual salary is US$1.

 

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  WEB SITE   SOCIAL MEDIA        
  www.mcewenmining.com   McEwen Mining Facebook: facebook.com/mcewenmining  
      LinkedIn: linkedin.com/company/mcewen-mining-inc-  
  CONTACT INFORMATION   Twitter: twitter.com/mcewenmining  
  150 King Street West   Instagram: instagram.com/mcewenmining  
  Suite 2800, PO Box 24          
  Toronto, ON, Canada   McEwen Copper Facebook: facebook.com/ mcewencopper  
  M5H 1J9   LinkedIn: linkedin.com/company/mcewencopper  
      Twitter: twitter.com/mcewencopper  
  Relationship with Investors:   Instagram: instagram.com/mcewencopper    
  (866)-441-0690 - Toll free line          
  (647)-258-0395   Rob McEwen Facebook: facebook.com/mcewenrob    
  Mihaela Iancu ext. 320   LinkedIn: linkedin.com/in/robert-mcewen-646ab24  
  info@mcewenmining.com   Twitter: twitter.com/robmcewenmux  
             

 

 

McEwen Mining Inc.Page 2 

 

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Entity Address, Address Line One 150 King Street West
Entity Address, Address Line Two Suite 2800
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