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Coeur Mining, Inc.

For the period ended May 13, 2025. Filed Apr 2, 2025.

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About this filing

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 13, 2025 · Filed Apr 2, 2025

CDE$15.47+5.7%Stored close · as of Nov 6, 2026
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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
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

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
☐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

Fellow Stockholders:

On behalf of the Board of Directors of Coeur Mining, Inc. (“Coeur” or the “Company”), I am pleased to invite you to the 2025 Annual Meeting of Stockholders to be held on May 13, 2025, at 8:00 a.m. Central Time (“Annual Meeting”). The Annual Meeting will be held virtually, with the 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 provide information on available methods to vote your shares.

Last year represented a significant inflection point for Coeur, driven by the completion of the multi-year expansion of the Rochester silver-gold operation in Nevada to establish it as one of the world’s largest operations of its kind. Together with solid performance from our other operations and higher metal prices, the Company transitioned to positive free cash flow during the second half of the year, which allowed us to begin repaying debt and deleveraging the balance sheet after a period of elevated investment by the Company in expansions and exploration. Our investments in exploration last year drove further reserve and resource growth through the Company, including a 22% year-over-year increase in gold reserves at our Kensington mine in Alaska and a tripling in the amount of inferred resources at our Wharf and Palmarejo operations. In October 2024, we announced our plan to acquire SilverCrest Metals Inc. (“SilverCrest”) to create a global leader in the silver industry by adding the high-quality Las Chispas operation to our portfolio of assets. This $1.6 billion transaction closed in February of this year, and we look forward to delivering the impacts of this transformative acquisition in our 2025 results. Together, these initiatives helped drive an approximately 75% increase in our share price during 2024, which was among the best in our sector.

Our 2024 executive compensation program and results aligned with performance and stockholder returns for 2024 and the three-year period ended December 31, 2024. Our corporate annual incentive plan score was 99% of target overall, reflecting strong performance on gold production and cost control, continued industry-leading environmental, health and safety performance, and achievement of key strategic initiatives including the acquisition of SilverCrest, offset by silver production levels and costs that did not meet target and led to lower than planned adjusted EBITDA. The performance shares for the three-year period ended December 31, 2024 under our long-term incentive plan paid out at 57% of target, driven by above-target growth in reserves and resources and outperformance on our goal to reduce the company’s greenhouse gas net intensity by 35%, offset by mine-level return on invested capital below threshold and below-target silver equivalent production at Rochester’s Stage VI leach pad. Please see our 2024 Annual Report for more information about our 2024 operational and financial results and 2025 priorities.

We have continued to refresh our Board by adding directors with highly relevant skills, experiences and backgrounds, including most recently with the additions of Pierre Beaudoin and N. Eric Fier following our acquisition of SilverCrest. Randolph Gress’ term will end at the 2025 Annual Meeting, and I want to thank him for his service as a director and many contributions to the Company over the last 12 years.

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 101.

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,

Notice of 2025 Annual Stockholders’ Meeting

MEETING DATE:TIME:PLACE:RECORD DATE:
Tuesday, May 13, 20258:00 a.m. Central TimeLive via the internet – please visit www.virtualshare- holdermeeting.com/CDE2025March 19, 2025

Agenda

1ELECT the nine director nominees named in the accompanying Proxy Statement
2RATIFY the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2025
3APPROVE an amendment to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan, as amended (the “Plan”), to extend the term of the Plan and increase the number of shares of common stock reserved for issuance under the Plan by 19 million
4VOTE ON an advisory resolution to approve named executive officer compensation
5TRANSACT 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/CDE2025. 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. 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:

Online at www.proxyvote.comMail your signed proxy or voting instruction formCall toll-free from the United States, U.S. territories and Canada via 1-800-690-6903Attend the Annual Meeting online www.virtualshareholder- meeting.com/CDE2025

For more information about voting, see “General Information” on page 101.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 13, 2025. This Proxy Statement and our 2024 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 Secretary

Coeur Mining, Inc.

April 2, 2025

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