Form 8-K - Current report

0000215466false00002154662024-05-142024-05-14

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): May 14, 2024

Coeur Mining, Inc.

(Exact name of registrant as specified in its charter)

Delaware			1-8641			82-0109423
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(IRS Employer Identification No.)

200 South Wacker Drive

Suite 2100

Chicago, Illinois 60606

(Address of Principal Executive Offices)

[phone]

(Registrant's telephone number, including area code)

N/A

(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 (see General Instructions A.2 below):

☐     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 (par value $.01 per share)			CDE			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 5.07.     Submission of Matters to a Vote of Security Holders.

Coeur held its 2024 Annual Stockholders’ Meeting on May 14, 2024 (the “Annual Meeting”). Coeur’s stockholders voted on the following three proposals at the Annual Meeting. The number of votes cast for and against each proposal and the number of abstentions and broker non-votes are set forth below.

Proposal 1. Election of Directors.

The stockholders elected the following nine individuals to Coeur’s Board of Directors for one-year terms expiring at the 2025 Annual Stockholders’ Meeting. The voting results were as follows:

			For			Against			Abstain			Approval Percentage (1)
Linda L. Adamany			223,589,674			5,593,369			413,946			97.56%
Paramita Das			227,606,146			1,537,854			452,989			99.33%
Randolph E. Gress			212,200,917			16,970,720			425,352			92.59%
Jeane L. Hull			227,124,928			2,058,939			413,122			99.10%
Robert Krcmarov			227,525,379			1,617,535			454,075			99.29%
Mitchell J. Krebs			227,135,557			2,003,218			458,214			99.13%
Eduardo Luna			228,032,773			1,147,677			416,539			99.50%
Robert E. Mellor			200,977,004			28,208,850			411,135			87.69%
J. Kenneth Thompson			209,647,731			19,532,312			416,946			91.48%
Broker Non-Votes:						47,065,439

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of Grant Thornton LLP as Coeur’s independent registered public accounting firm for the 2024 fiscal year. The voting results were as follows:

For			Against			Abstain			Broker Non-Votes			Approval Percentage (1)
274,238,527			1,602,819			821,082			—			99.42%

Proposal 3. Approval of Advisory Resolution on Named Executive Officer Compensation.

The stockholders approved an advisory resolution on named executive officer compensation. The voting results were as follows:

For			Against			Abstain			Broker Non-Votes			Approval Percentage (1)
221,226,932			7,633,133			736,924			47,065,439			96.66%

_____________________________________________________

(1) Percentage of votes cast for the nominee or proposal (excluding abstentions and broker non-votes).

Item 8.01. Other Events.

Following the Annual Meeting, the Board and Nominating and Corporate Governance Committee reviewed the structure of the Board and Company leadership as part of its annual review of the Board succession planning process, and, upon the recommendation of the Nominating and Corporate Governance Committee, the Board determined that, given the significant tenure of the Company's President and Chief Executive Officer, it was in the best interest of the Company to elect Mitchell J. Krebs as the Chairperson of the Board in addition to his role as President and Chief Executive Officer. In addition, pursuant to the Company’s corporate governance guidelines (the “Guidelines”), the independent directors of the Board simultaneously designated J. Kenneth Thompson to serve as the independent Lead Director of the Board.

In accordance with the Guidelines, the Lead Director’s responsibilities and powers include: presiding at all meetings of the Board at which the Chairperson is not present, and each executive session of the non-management members and/or independent directors of the Board; serving as liaison between the Chairperson and the independent directors; approving information sent to the Board; approving meeting agendas for the Board; approving meeting schedules to assure sufficient time for discussion of all agenda items;

---

having the authority to call meetings of the independent directors; and if requested by major stockholders, ensuring that he or she is available for consultation and direct communication.

Item 9.01.    Financial Statements and Exhibits.

(d)    List of Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

---

Exhibit Index

Exhibit No.			Description
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

---

SIGNATURE

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.

			COEUR MINING, INC.
Date: May 16, 2024			By: /s/ Casey M. Nault
			Name: Casey M. Nault Title: Senior Vice President, General Counsel and Chief ESG Officer

Cover Document	May 14, 2024
Cover [Abstract]
Entity Central Index Key	0000215466
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock (par value $.01 per share)
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	Coeur Mining, Inc.
Entity File Number	1-8641
Entity Tax Identification Number	82-0109423
Entity Address, Address Line One	200 South Wacker Drive
Entity Address, Address Line Two	Suite 2100
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	489-5800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	CDE
Security Exchange Name	NYSE
Amendment Flag	false

---