Coeur Mining, Inc.
For the period ended May 12, 2026. Filed Apr 1, 2026.
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May 12, 2026 · Filed Apr 1, 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 |
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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 |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Introduction
Coeur Mining, Inc. is a U.S.-based, well-diversified, growing senior precious metals producer with seven wholly-owned operating mines: the New Afton gold-copper mine in British Columbia, Canada, the Rainy River gold-silver mine in Ontario, Canada, the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver complex in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, and the Wharf gold mine in South Dakota. In addition, the Company wholly owns the high-grade Silvertip polymetallic critical minerals exploration project in British Columbia.
2025 Performance Highlights
| Record full-year production supported by solid cost performance | Successfully integrated Las Chispas operation following acquisition of SilverCrest Metals Inc. | Strong operating and financial results at Rochester; record crushing rates |
| Cash increased more than tenfold to $554M at year-end | Announced acquisition of New Gold Inc. on November 3, 2025 | Record full-year earnings, free cash flow1, and adjusted EBITDA1 |
| 1 | Free cash flow and adjusted EBITDA are non-GAAP measures. See non-GAAP reconciliation tables in the appendix to this Proxy Statement. |
COEUR MINING 2026 Proxy Statement
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 2026 Annual Meeting of Stockholders to be held on May 12, 2026, at 9:30 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 transformative year for Coeur, driven by the acquisition of SilverCrest Metals Inc. and integration of the Las Chispas mine into our portfolio. Together with solid performance from our other operations and higher metal prices, the Company delivered record free cash flow, adjusted EBITDA and earnings, which allowed us to deleverage the balance sheet and begin returning capital to our investors through an inaugural stock buyback program. Our expanded portfolio delivered record annual production and achieved solid cost performance, while our investments in exploration last year drove impressive reserve and resource growth, including nearly doubling mine life at our Wharf mine to 12 years and achieving 40% and 36% increases in silver and gold proven and probable reserves, respectively, at our Palmarejo mine. In November 2025, we announced an agreement to acquire New Gold Inc. (“New Gold”) to create a new, sector-leading, all-North American senior precious metals mining company. This transaction closed in March of this year, and we look forward to completing the integration of the New Gold business into our portfolio and delivering even more impressive results in 2026 as a result. Together, our exciting performance and strategic initiatives, along with rising metals prices, helped drive an approximately 210% increase in our share price during 2025.
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.
Our 2025 executive compensation program and results aligned with performance and stockholder returns for 2025 and the three-year period ended December 31, 2025. Our corporate annual incentive plan score was 133% of target overall, reflecting overall strong production and cost performance driving above-target adjusted EBITDA, continued industry-leading environmental, health and safety performance, and successful integration of the Las Chispas operation following our acquisition of SilverCrest. The performance shares for the three-year period ended December 31, 2025 under our long-term incentive plan paid out at 166% of target, driven by exceptional growth in reserves and resources well above targets, partially offset by mine-level return on invested capital below target, and with a positive impact from the relative TSR modifier in the plan due to performing in the top quartile of peers over the period. Please see our 2025 Annual Report for more information about our 2025 operational and financial results and 2026 priorities.
We have continued to refresh our Board by adding directors with highly relevant skills, experiences and backgrounds, including most recently with the addition of Pierre Beaudoin in February 2025 following our acquisition of SilverCrest Metals Inc. and Patrick Godin and Marilyn Schonberner in March 2026 following our acquisition of New Gold Inc. Rob Mellor’s term will end at the 2026 Annual Meeting, and I want to thank him for his service as a director, including several years as Chairman, and the significant value he has provided to the Company. I would like to thank our entire Board for their dedication and leadership over the last year.
Your Vote is Important
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 89.
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,
Mitchell J. Krebs
Chairman, President and
Chief Executive Officer
COEUR MINING 2026 Proxy Statement • i
Notice of 2026
Annual Stockholders’ Meeting
| Agenda | |
|---|---|
| 1 | Elect the nine director nominees named in the accompanying Proxy Statement |
| 2 | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 |
| 3 | Approval of an amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers as permitted by law |
| 4 | Advisory resolution to approve named executive officer compensation |
| 5 | 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 a question during the virtual event using the directions on the meeting website atwww.virtualshareholdermeeting.com/CDE2026. 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.
By order of the Board of Directors,
Casey M. Nault
Executive Vice President, General Counsel and Secretary
Coeur Mining, Inc.
April 1, 2026
| TIME9:30 a.m. Central Time | |
| YOUR VOTE IS IMPORTANT | |
| Please cast your vote as soon as possible by using one of the following methods: | |
| Online atwww.proxyvote.com | |
| Mail your signed proxy orvoting instruction form | |
| For more information about voting, see “General Information” on page 88. | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 12, 2026. This Proxy Statement and our 2025 Annual Report to Stockholders, which contains financial and other information concerning Coeur Mining, Inc., are available at www.proxyvote.com. |
ii • COEUR MINING 2026 Proxy Statement
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.