Coeur Mining Inc
For the period ended May 14, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Coeur Mining, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | | | No fee required. | ||
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| ☐ | | | Fee paid previously with preliminary materials. | ||
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| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
Fellow Stockholders:
On behalf of Coeur Mining’s Board of Directors, we are pleased to invite you to our 2024 Annual Meeting of Stockholders to be held on May 14, 2024, at 9:30 a.m. Central Time (“Annual Meeting”). As in recent years, the Annual Meeting will be held virtually this year, with the virtual platform allowing you to participate actively in the same manner as you would at an in-person Annual Meeting. The attached Notice of Annual Meeting and Proxy Statement serve as your guide to the business that will be conducted at the Annual Meeting and provides information on available methods to vote your shares.
2023 marked a year of great progress for Coeur, including achieving overall production guidance, completing the transformational expansion project at our Rochester silver-gold mine in Nevada, delivering strong results from our exploration program including adding reserves at our Kensington gold mine in Alaska two years in a row for the first time ever, achieving peer-leading results on key safety statistics, and continuing to lead in environmental, social and governance (ESG) factors. Our 2023 executive compensation program and results aligned with performance and stockholder returns for 2023 and the three-year period ended December 31, 2023. Our corporate annual incentive plan score was 84% of target overall, reflecting strong environmental, health and safety performance, production in line with guidance, and achievement of key strategic initiatives, offset by higher than planned costs and lower than planned adjusted EBITDA. The performance shares for the three-year period ended December 31, 2023 under our long-term incentive plan paid out at 63% of target, driven by above-target growth in reserves and resources and achievement of key milestones at our Rochester expansion and Silvertip exploration projects, offset by mine-level return on invested capital below threshold, and relative total stockholder return underperformance relative to our peers which triggered a 25% reduction in overall payout. Please see our 2023 Annual Report for more information about our 2023 operational and financial results and 2024 priorities.
Our ESG priorities and achievements in 2023 were significant and aligned with creating long-term stockholder value and mitigating risk. We determine our ESG priorities through periodic materiality assessments of the ESG factors that impact our business and strategy most directly. Among our priorities and achievements in 2023 were adoption and roll-out of a biodiversity standard, completion of projects to reduce fuel usage and thereby reduce both costs and emissions, enhanced water-related disclosures and water management strategies and processes, and formal adoption of the Global Industry Standard on Tailings Management.
We also continued to refresh our Board by adding directors with highly relevant skills, experiences and backgrounds. We were very pleased to add Paramita Das, who joined the Board after being elected by stockholders at the 2023 Annual Meeting, and Rob Krcmarov, who was added in December 2023. Sebastian Edwards is not standing for re-election at the 2024 Annual Meeting after serving on our Board since 2007.
Regardless of how many shares you own, your vote is important. Please read the Proxy Statement before exercising your vote. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the Annual Meeting. We encourage you to return your proxy to vote your shares in advance, even if you plan to attend the virtual Annual Meeting. You can submit your proxy on the internet or by telephone, or by completing, signing, dating, and returning your proxy card or voting instruction form. Instructions on how to vote begin on page 93.
On behalf of the Board, the management team and employees, we thank you for your continued support of Coeur Mining and look forward to hosting you at this year’s Annual Meeting.
Respectfully,
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Notice of 2024Annual Stockholders’ Meeting
| MEETING DATE: | | | TIME: | | | PLACE: | | | RECORD DATE: |
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| Tuesday, May 14, 2024 | | | 9:30 a.m. Central Time | | | Live via the internet – please visit www.virtualshare- holdermeeting.com/cde2024 | | | March 20, 2024 |
Agenda
| 1 | | | ELECT the nine director nominees named in the Proxy Statement |
| 2 | | | RATIFY the appointment of our independent registered public accounting firm for 2024 |
| 3 | | | VOTE ON an advisory resolution to approve named executive officer compensation |
| 4 | | | TRANSACT such other business as properly may come before the Annual Meeting |
Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.
The Annual Meeting will be conducted in a virtual-only format, solely by means of a live audio webcast. Online access to the audio webcast will begin approximately 15 minutes before the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. Stockholders participating in the Annual Meeting will be able to vote their shares electronically during the Annual Meeting and may submit questions during the virtual event using the directions on the meeting website at www.virtualshareholdermeeting.com/CDE2024. To participate in the Annual Meeting, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability. Stockholders of record may also view the list of registered holders entitled to vote at the Annual Meeting at the meeting website. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may need to contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number or if you need to obtain one.
Please cast your vote as soon as possible by using one of the following methods:
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| Online at www.proxyvote.com | | | Mail your signed proxy or voting instruction form | | | Call toll-free from the United States, U.S. territories and Canada via1-800-690-6903 | | | Attend the Annual Meeting online www.virtualshareholder- meeting.com/CDE2024 |
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For more information about voting, see “General Information” on page 93.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 14, 2024. This Proxy Statement and our 2023 Annual Report to Stockholders, which contains financial and other information concerning Coeur Mining, Inc., are available at www.proxyvote.com.
By order of the Board of Directors,
CASEY M. NAULT,
Senior Vice President, General Counsel and Chief ESG Officer (Company Secretary)
Coeur Mining, Inc.
April 4, 2024
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