8-KThe WireStrategic
Results of Operations · Bylaw Amendment
Filed May 10, 2023 · 3y ago · Accession 0000215466-23-000088
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View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 9, 2023
Coeur Mining, Inc.
(Exact name of registrant as specified in its charter )
Delaware
1-8641 82-0109423
(State or other jurisdiction
of incorporation or organization) (Commission
File Number) (IRS Employer
Identification No.)
200 South Wacker Drive
Suite 2100
Chicago , Illinois 60606
(Address of Principal Executive Offices)
( 312 ) 489-5800
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock (par value $.01 per share) CDE New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On May 10, 2023, Coeur Mining, Inc. ("Coeur") issued a press release announcing its financial results for the quarter ended March 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 10, 2023, one of our wholly-owned subsidiaries, Grizzly LLC, merged with and into Coeur pursuant to Sections 264 and 251(f) of the Delaware General Corporation Law, with Coeur as the surviving corporation. The merger resulted in no change to Coeur’s certificate of incorporation as in effect immediately prior to the merger, and no shares of Coeur were issued in connection with the merger.
Item 5.07. Submission of Matters to a Vote of Security Holders
Coeur held its 2023 Annual Stockholders’ Meeting on May 9, 2023 (the “Annual Meeting”). 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 nine individuals to Coeur’s Board of Directors for one-year terms expiring at the 2024 Annual Stockholders’ Meeting. The voting results were as follows:
For Against Abstain Approval Percentage (1)
Robert E. Mellor 176,584,186 13,455,002 265,705 92.92%
Linda L. Adamany 188,372,200 1,673,660 259,033 99.12%
Paramita Das 188,637,298 1,369,874 297,721 99.28%
Sebastian Edwards 184,667,232 5,343,424 294,237 97.19%
Randolph E. Gress 184,978,139 5,029,681 297,073 97.35%
Jeane L. Hull 188,216,953 1,808,419 279,521 99.05%
Mitchell J. Krebs 188,368,183 1,674,765 261,945 99.12%
Eduardo Luna 188,809,862 1,206,473 288,558 99.37%
J. Kenneth Thompson 161,862,829 28,179,631 262,433 85.17%
Broker Non-Votes: 37,991,987
Proposal 2. 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 2023 fiscal year. The voting results were as follows:
For Against Abstain Broker Non-Votes Approval Percentage (1)
226,854,710 1,151,449 290,721 — 99.49%
Proposal 3. Approval of advisory resolution on executive compensation.
The stockholders approved an advisory resolution on executive compensation. The voting results were as follows:
For Against Abstain Broker Non-Votes Approval Percentage (1)
183,521,344 6,347,308 436,241 37,991,987 96.66%
Proposal 4. Approval of advisory resolution on the frequency of future advisory votes on executive compensation.
The stockholders approved an advisory resolution on the frequency of future advisory votes on executive compensation. The voting results were as follows:
1 Year Percentage (1)
2 Years Percentage (1)
3 Years Percentage (1)
Abstain Broker Non-Votes
178,586,063 94.02% 948,436 0.50% 10,404,452 5.48% 365,942 37,991,987
Based on these results, and consistent with Coeur’s recommendation, Coeur’s Board of Directors has determined that Coeur will hold an advisory vote on executive compensation every year.
_____________________________________________________
(1) Percentage of votes cast for the nominee or proposal.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
Exhibit No. Description
Exhibit 99.1
Press Release dated May 10, 2023
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
Exhibit Index
Exhibit No. Description
Exhibit 99.1
Press Release dated May 10, 2023
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COEUR MINING, INC.
Date: May 10, 2023 By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Senior Vice President and Chief Financial Officer
Filing details
- Company
- Coeur Mining, Inc.
- Ticker
- CDE
- CIK
- 215466
- Form type
- 8-K
- Filing date
- May 10, 2023
- Report date
- May 9, 2023
- Document
- cde-20230509.htm
- Size
- 1.7 MB