Bylaw Amendment · Shareholder Vote

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