McEwen Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

McEwen Mining Inc.

​

(Name of Registrant as Specified In Its Charter)​

​

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

​

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

JUNE 19, 2025

The 2025 annual meeting of the shareholders of McEwen Mining Inc. will be held virtually at: meetnow.global/MYY6V4K on June 19, 2025 at 3:00 p.m. Eastern Time. The meeting will be held for the following purposes:

To elect eleven (11) directors to serve on our Board of Directors until the next annual meeting of shareholders and until their successors are elected and qualified;

​

To consider and vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis, tabular disclosure and accompanying narrative disclosure set forth in our 2025 proxy statement

​

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025;

​

To consider and vote on the amendment to our Second Amended and Restated Articles of Incorporation; and

​

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

​

These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on April 28, 2025 as the record date for the determination of the holders of our stock entitled to notice of, and to vote at, the meeting. Accordingly, only shareholders of record on our books at the close of business on that date will be entitled to notice of and to vote at the meeting and any adjournment and postponement thereof. The Notice of Annual Meeting of Shareholders and this proxy statement and a proxy or voting instruction card are being mailed or made available to shareholders starting on May 5, 2025.

This year’s annual meeting, like last year, will be a completely virtual meeting of shareholders, and will be conducted solely online. We believe the environmentally friendly virtual meeting format will provide expanded access, improved communication and cost savings for our shareholders. You will be able to attend and participate in the annual meeting online by visiting meetnow.global/MYY6V4K. You will be able to vote your shares electronically and submit your questions prior to and during the meeting by visiting https://www.envisionreports.com/MUX on the meeting date and at the time described in the accompanying proxy statement. You may also vote by telephone by calling 1-800-652-VOTE (8683) and following the directions. You will not be able to attend the annual meeting in person.

In the event of a technical malfunction in connection with the virtual meeting, the chair of the meeting will convene the meeting at 3:00 p.m. Eastern Daylight Time on the date specified above at our corporate offices located at 150 King Street West, Suite 2800, Toronto, Ontario, Canada solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under these circumstances, we will post information regarding the announcement on the investors page of our website at mcewenmining.com.

Your vote is extremely important. We appreciate you taking the time to vote promptly. After reading the proxy statement, please vote, at your earliest convenience, by telephone or Internet, or request a proxy card to complete, sign and return by mail. If you decide to attend the annual meeting online and would prefer to vote electronically during the meeting, your proxy will be revoked automatically and only your vote at the annual meeting will be counted. YOUR SHARES CANNOT BE VOTED UNLESS YOU VOTE BY:

(i)

TELEPHONE, (ii) INTERNET, (iii) REQUESTING A PAPER PROXY CARD TO COMPLETE, SIGN AND RETURN BY MAIL, OR (iv) ATTENDING THE VIRTUAL ANNUAL MEETING AND VOTING ELECTRONICALLY. Please note that all votes cast by telephone must be cast by 3:00 p.m. Eastern Time on the day of the annual meeting.

​