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Coeur Mining, Inc. Proxy Solicitation & Information Statement 2015

Mar 31, 2015

30519_rns_2015-03-31_dfe15944-abe6-4621-aa29-ac3f9d8ad5c1.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d853068ddefa14a.htm DEFA14A DEFA14A

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

Filed by the Registrant x 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
x 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 the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Vote by Internet
• Go to www.envisionreports.com/CDE
• Or
scan the QR code with your smartphone
• Follow the steps outlined on the secure website

Important Notice Regarding the Availability of Proxy Materials for the

Coeur Mining, Inc. Stockholder Meeting to be Held on May 12, 2015

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

| ● | Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/CDE to view the materials . Step 2: Click on Cast Your Vote or Request Materials . Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery
preferences and vote. |
| --- | --- |
| When you go online, you can also help the environment by
consenting to receive electronic delivery of future materials. | |
| ● | Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the
reverse side on or before April 28, 2015 to facilitate timely delivery. |

020KQB

Dear Coeur Mining, Inc. Stockholder:

The 2015 Annual Meeting of Stockholders of Coeur Mining, Inc. (the “Company”) will be held at 104 South Michigan Avenue, 2nd Floor Auditorium, Chicago, Illinois, 60603 on Tuesday, May 12, 2015, at 9:30 a.m. (local time).

Proposals to be considered at the Annual Meeting:

(1) Election of the following Director nominees:
(2) Authorization of an amendment to the Company’s certificate of incorporation to increase the
number of authorized shares of common stock from 150 million to 300 million shares;
(3) Approval of the adoption of the 2015 Long-Term Incentive Plan and the reservation of 8,431,419
shares of common stock for issuance under the terms of the plan;
(4) Approval of an advisory resolution to approve executive compensation; and
(5) Ratification of the appointment of KPMG as the Company’s independent registered public
accounting firm for 2015.

The Board of Directors recommends a vote “FOR” Items 1, 2, 3, 4 and 5.

The Board of Directors has fixed the close of business on March 16, 2015 as the record date (the “Record Date”) for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof.

Stockholders of record as of the Record Date are encouraged and cordially invited to attend the 2015 Annual Meeting. Directions to attend the annual meeting where you may vote in person can be found on our website, www.coeur.com, by clicking on the tab labeled “Investor Relations”.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

g Internet – Go to www.envisionreports.com/CDE . Click Cast Your Vote or Request Materials. Follow the instructions to
log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
g Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future
meetings.
g Email – Send email to [email protected] with “Proxy Materials Coeur Mining, Inc.” in the subject line.
Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy
for future meetings.
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 28, 2015.
020KQB