Coeur Mining, Inc. (NYSE:CDE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Coeur Mining, Inc. (“Coeur”) held its 2018 Annual Stockholders’ Meeting on May 8, 2018, in New York, New York (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (the “Plan”).

The Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”). Employees of the Company, its affiliates and its subsidiaries, as well as non-employee directors of the Company, are eligible to participate in the Plan. Up to 11,204,419 shares of the Company’s common stock will be authorized for issuance through the Plan to awards granted on or after December 31, 2017, increasing the number of shares available for new awards by 9,000,000. The Plan provides the Committee with the authority to award options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance units, performance shares and incentive opportunities.

The Plan provides that the aggregate number of shares that may be subject to share-based awards granted during any calendar year to any one employee is 1,500,000, regardless of the type of award. The maximum cash amount payable to an incentive opportunity granted in any calendar year to any one employee under Plan is $10,000,000. These individual award limits apply to both awards granted after the effective date of the Plan and to awards outstanding as of the effective date of the Plan. Under the Plan, the aggregate number of shares that may be subject to awards granted during any calendar year to any one non-employee director cannot exceed that number of shares having a fair market value on the date of grant equal to $200,000; provided, however, that this limit will be increased to $400,000 for any non-employee director that is designated as Chairman of the Board or Lead Director.

Options and SARs issued under the Plan will not be repriced, replaced, or regranted through cancellation in exchange for cash, other awards, or a new option or SAR at a reduced exercise or base price, or by lowering the exercise price of a previously granted option or SAR, except (i) with the prior approval of the Company’s stockholders or (ii) equitably in connection with changes in outstanding common stock by reason of a merger, stock split, or certain other events. The term of stock options and SARs granted to the Plan may not exceed ten years, unless granted to participants outside the United States.

Shares issued to stock options and SARs will count against the number of shares available for issuance under the Plan on a one-for-one basis, whereas each share issued to all other awards will count against the number of shares available for issuance under the Plan as 1.5 shares.

The Plan was effective as of May 8, 2018. The Plan will terminate with respect to the grant of new awards on May 8, 2028.

The foregoing description of the terms of the Plan is qualified in its entirety by reference to the actual terms of the Plan, which is included as Exhibit 99.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

Coeur’s stockholders voted on the following four 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 ten individuals to Coeur’s Board of Directors for one-year terms expiring at the 2019 Annual Meeting of Stockholders. The voting results were as follows:

Proposal 2. Approval of adoption of the Coeur Mining, Inc. 2018 Long-Term Incentive Plan

The stockholders approved the adoption of the Coeur Mining, Inc. 2018 Long-Term Incentive Plan. The voting results were as follows:

Proposal 3. 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 2018 fiscal year. The voting results were as follows:

Proposal 4. Approval of advisory resolution on executive compensation.

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

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⁽¹⁾ Percentage of votes cast for the nominee or proposal.

Item 9.01.Financial Statements and Exhibits.

(d)List of Exhibits

Exhibit Index

About Coeur Mining, Inc. (NYSE:CDE)

Coeur Mining, Inc. is a gold and silver producer. The Company’s segments include Palmarejo complex, Rochester, Kensington, Wharf and San Bartolome mines, and Coeur Capital. The Company also a non-operating interest in the Endeavor mine in Australia in addition to royalties on the El Gallo complex in Mexico, the Zaruma mine in Ecuador, and the Correnso mine in New Zealand. In addition, the Company has two silver-gold feasibility stage projects: the La Preciosa project in Mexico and the Joaquin project in Argentina. The Company also conducts exploration activities in Alaska, Argentina, Bolivia, Mexico, and Nevada. The Company owns strategic investment positions in several silver and gold development companies with projects in North and South America. It owns Coeur Capital, Inc., which primarily consists of the Endeavor silver stream as well as other precious metal royalties and strategic investments.