McEwen Mining Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 19, 2025, the shareholders of McEwen Mining Inc. (the “Company”) approved at the annual meeting the change of the Company’s name to “McEwen Inc.” (the “Name Change”), as described further below. The form of Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”) to be filed with the Secretary of State of the State of Colorado to give effect to the Name Change was included as Annex A to the proxy statement filed with the Securities and Exchange Commission under cover of Schedule 14A relating to such annual meeting of shareholders. The Company intends to file the Articles of Amendment with the Secretary of State of the State of Colorado and to cause the Name Change to become effective on July 7, 2025.
Contemporaneously with the effectiveness of the Name Change, the Company will make effective conforming only changes to its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name Change on the cover page and in Section 1.1 of Article I thereof. A copy of the updated Bylaws that will become effective on July 7, 2025 is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 19, 2025, the Company held its annual meeting of shareholders. Of the 53,934,510 shares outstanding and entitled to vote at the meeting, 27,942,541 shares were voted, or approximately 51.81% of the outstanding shares entitled to vote.
At the annual meeting, the shareholders: (i) elected the eleven individuals nominated to serve as directors; (ii) approved, on an advisory basis, the compensation of the named executive officers as described in the proxy statement (“say on pay”); (iii) ratified the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025 and (iv) approved the Articles of Amendment to effect the Name Change.
Proposal 1
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 | 19,138,567 | 461,348 | 8,342,616 | |||||||
| Dalia Asterbadi | 19,255,822 | 344,093 | 8,342,616 | |||||||
| Ian J. Ball | 19,294,446 | 305,469 | 8,342,616 | |||||||
| Richard W. Brissenden | 17,962,491 | 1,637,424 | 8,342,616 | |||||||
| Alfred Colas | 19,246,961 | 352,954 | 8,342,616 | |||||||
| Nicolas Darveau-Garneau | 19,283,698 | 316,217 | 8,342,616 | |||||||
| Steve Kaszas | 19,265,359 | 334,556 | 8,342,616 | |||||||
| Michelle Makori | 19,266,381 | 333,534 | 8,342,616 | |||||||
| Michael Melanson | 19,247,964 | 351,951 | 8,342,616 | |||||||
| John Florek | 16,354,561 | 3,245,354 | 8,342,616 | |||||||
| William M. Shaver | 19,312,397 | 287,518 | 8,342,616 | |||||||
Proposal 2
Election results for the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers are as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 18,735,730 | 514,236 | 349,959 | 8,342,616 | |||
Proposal 3
Election results for the ratification of the appointment of EY as the independent registered public accounting firm for the year ending December 31, 2025, are as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 27,269,481 | 523,370 | 149,687 | 0 |
Proposal 4
Election results for the proposal to approve the Articles of Amendment to effect the Name Change are as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 26,491,461 | 724,679 | 726,401 | 0 |
Item 7.01 Regulation FD Disclosure
At the annual meeting, the Company’s senior management made a presentation on the Company’s business, exploration, development efforts, and financial results and condition. A copy of the PowerPoint slides used in connection with the presentation is furnished with this report as Exhibit 99.1.
The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished or filed with this report, as applicable:
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of the Company, effective as of July 7, 2025 | |
| 99.1 | PowerPoint slides dated June 19, 2025 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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: June 25, 2025 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||