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.
On March 8, 2019, the Board of Directors (the “Board”) of Coeur Mining, Inc. (the “Company”) increased its size to eleven (11) members and appointed Brian E. Sandoval to the Board to fill the vacancy created by such increase. Mr. Sandoval was also appointed to the Environmental, Health, Safety and Corporate Responsibility Committee of the Board. Mr. Sandoval will receive compensation for his service on the Board consistent with the Company’s 2019 director compensation program for non-employee directors which will be described in the Company’s proxy statement to be filed in connection with the Company’s 2019 Annual Meeting of Stockholders. The Company’s 2018 director compensation program is more fully described under “Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission on March 28, 2018.
The press release issued by the Company on March 11, 2019 announcing the appointment of Mr. Sandoval is included as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 8, 2019, the Board approved amendments to the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”) to implement proxy access. The amendments took effect upon approval by the Board.
Section2.13 has been added to permit a stockholder, or group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director nominees constituting up to the greater of two nominees or 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the requirements specified in the Bylaws. Proxy access will be available for stockholders beginning at the Company’s 2020 Annual Meeting of Stockholders.
In order to reflect the adoption of proxy access, the Bylaws were also amended to make minor changes to the provisions on special meetings of stockholders in Section 2.2, the submission of information by director nominees in Section 2.9 and the advance notice provisions in Section2.10. In particular, the amendments update the “net long” definition in Section 2.2 for purposes of incorporating it into the “net long” definition used in the proxy access bylaw described above, so that the two definitions are aligned.
The amendments alsomake other clarifying, conforming, and technical or non-substantive changes.
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)List of Exhibits
Coeur Mining, Inc. Exhibit
EX-3.1 2 amendedandrestatedbylawsex.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED BYLAWS OF COEUR MINING,…
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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.