[8-K] McEwen Mining Inc. Reports Material Event

Rhea-AI Filing Summary

McEwen Mining Inc. (NYSE: MUX) filed a Form 8-K to disclose the results of its June 19, 2025 annual shareholder meeting and a forthcoming corporate name change.

Item 5.03 – Name Change: Shareholders approved amending the Second Amended and Restated Articles of Incorporation to change the corporate name to “McEwen Inc.” The Company intends to file the Articles of Amendment with the Colorado Secretary of State and make the change effective on July 7, 2025. Conforming references will be made in the Amended & Restated Bylaws, a copy of which is included as Exhibit 3.1.

Item 5.07 – Voting Results:

• Total shares outstanding & entitled to vote: 53,934,510; shares voted: 27,942,541 (51.81%).
• All eleven director nominees were elected; support for individual nominees ranged from 83.4% to 97.0% of votes cast.
• “Say-on-pay” advisory resolution passed with 18,735,730 votes for (93.1% of votes cast), 514,236 against, and 349,959 abstentions.
• Ernst & Young LLP was ratified as independent auditor for FY-2025 with 27,269,481 votes for (97.1%).
• The Articles of Amendment to effect the name change were approved with 26,491,461 votes for (96.1%).

Item 7.01 – Regulation FD: Management presented an overview of operations and exploration activities; the accompanying slides are furnished as Exhibit 99.1 and are not deemed filed.

Exhibits: 3.1 (Amended & Restated Bylaws, effective July 7 2025); 99.1 (Investor presentation); 104 (Cover-page iXBRL tags).

The filing is predominantly procedural, focusing on corporate governance matters rather than operating or financial performance.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting matters passed; upcoming name change to McEwen Inc. on July 7 2025; no material financial impact.

The shareholder meeting delivered expected outcomes: directors re-elected, executive compensation endorsed, auditor ratified, and a cosmetic rebranding approved. Participation was modest (51.8% of shares), but support levels were comfortably above simple majorities—over 93% for say-on-pay and 96% for the name change. Corporate governance risk remains low; continuity in board composition and auditor oversight supports stability. The name change aligns corporate identity with broader strategic messaging but does not, by itself, alter capital structure or operations. No bylaw amendments beyond clerical updates were disclosed, indicating limited governance impact.

Financial Analyst

TL;DR: Filing contains no new financial data; strategic or valuation implications appear negligible.

Investors receive no production, cost, or earnings figures in this 8-K. The sole actionable item is the pending ticker-agnostic rebranding. Auditor ratification and director elections are customary and unlikely to influence cash flow or valuation models. Volume of broker non-votes (≈8.3 million) is typical given retail ownership profile. Overall, the disclosure is governance-oriented and should not shift consensus estimates nor risk assumptions.

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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 19, 2025

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 5.03.  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

FAQ

When will McEwen Mining Inc. change its name to McEwen Inc.?

The Articles of Amendment are scheduled to become effective on July 7, 2025.

How many shares voted at the 2025 McEwen (MUX) annual meeting?

27,942,541 shares were voted, representing 51.81% of the 53,934,510 shares outstanding.

Did shareholders approve the 2025 say-on-pay proposal for MUX?

Yes. The advisory vote passed with 18,735,730 votes for and 514,236 against.

Which audit firm was ratified for McEwen’s FY-2025 financials?

Shareholders ratified Ernst & Young LLP with 27,269,481 votes in favor.

Were all director nominees elected at McEwen’s 2025 meeting?

Yes, all eleven nominees were elected; the lowest support level was 83.4% of votes cast.