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 13, 2014
Coeur Mining, Inc.
(Exact name of registrant as specified in its charter) |
| | |
Delaware (State or other jurisdiction of incorporation or organization) | 1-8641 (Commission File Number) | 82-0109423 (IRS Employer Identification No.) |
104 S. Michigan Ave.
Suite 900
Chicago, Illinois 60603
(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))
Item 5.07. Submission of Matters to a Vote of Security Holders
Coeur Mining, Inc. (“Coeur”) held its 2014 Annual Meeting of Stockholders on May 13, 2014, in Chicago, Illinois (the “Annual Meeting”). Coeur’s stockholders voted on the following three 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 eight individuals to Coeur’s Board of Directors for one-year terms expiring at the 2015 Annual Meeting. The voting results were as follows:
|
| | | |
| For | Against | Abstain |
Robert E. Mellor | 55,451,322 | 2,834,911 | 113,857 |
Linda L. Adamany | 57,736,885 | 544,457 | 118,748 |
Kevin S. Crutchfield | 56,887,198 | 1,394,986 | 117,906 |
Sebastian Edwards | 56,933,638 | 1,348,246 | 118,206 |
Randolph E. Gress | 57,692,742 | 584,466 | 122,882 |
Mitchell J. Krebs | 57,092,644 | 1,191,468 | 115,978 |
John H. Robinson | 56,536,809 | 1,754,253 | 109,028 |
J. Kenneth Thompson | 57,023,147 | 1,257,505 | 119,438 |
|
| |
Broker Non-Votes: | 17,448,707 |
Proposal 2. 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 |
56,311,330 | | 1,584,152 | | 504,608 | | 17,448,707 |
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of KPMG LLP as Coeur’s independent registered public accounting firm for the 2014 fiscal year. The voting results were as follows:
|
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
74,583,481 | | 1,021,921 | | 243,394 | | ------ |
Item 7.01. Regulation FD Disclosure.
On May 14, 2014, Coeur issued a press release announcing the final results of its offer to exchange (the “Exchange Offer”) up to $150,000,000 aggregate principal amount of its outstanding 7.875% Senior Notes due 2021 for a like principal amount of its new 7.875% Senior Notes due 2021.
The Exchange Offer expired at 5:00 p.m., New York City time, on May 9, 2014. Settlement occurred on May 14, 2014.
A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is being furnished with this Current Report on Form 8-K.
|
| | |
Exhibit No. | | Description |
99.1 | | Press Release of Coeur dated May 14, 2014. |
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 14, 2014 | By: /s/ Casey M. Nault |
| Name: Casey M. Nault Title: Vice President, General Counsel, and Secretary |
EXHIBIT INDEX
|
| | |
Exhibit No. | | Description |
99.1 | | Press Release of Coeur dated May 14, 2014. |
NEWS RELEASE
Coeur Announces Results of Exchange Offer
Chicago, Illinois - May 14, 2014 - Coeur Mining, Inc. (the “Company” or “Coeur”) (NYSE: CDE) today announced the results of its offer to exchange (the “Exchange Offer”) up to $150,000,000 aggregate principal amount of its outstanding 7.875% Senior Notes due 2021 (the “Outstanding Notes”) for a like principal amount of its new 7.875% Senior Notes due 2021 (the “Exchange Notes”).
According to information provided by the exchange agent, The Bank of New York Mellon, $150,000,000 aggregate principal amount, or 100%, of the privately placed 7.875% Senior Notes due 2021 were tendered for exchange in the Exchange Offer. The Exchange Offer expired May 9, 2014 at 5:00 p.m. Eastern time.
This news release is for informational purposes only and is neither an offer to exchange, nor a solicitation of an offer to sell, the Exchange Notes. The Exchange Offer was made solely pursuant to the prospectus dated April 10, 2014, including any supplements thereto. The Exchange Offer was not made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Coeur
Coeur Mining is the largest U.S.-based primary silver producer and a significant gold producer with four precious metals mines in the Americas employing nearly 2,000 people. Coeur produces from its wholly owned operations: the Palmarejo silver-gold mine in Mexico, the San Bartolomé silver mine in Bolivia, the Rochester silver-gold mine in Nevada and the Kensington gold mine in Alaska. The Company also has a non-operating interest in the Endeavor mine in Australia in addition to net smelter royalties on the Cerro Bayo mine in Chile, the El Gallo complex in Mexico, and the Zaruma mine in Ecuador. 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 ongoing 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.
For Additional Information:
Bridget Freas, Director, Investor Relations
(312) 489-5819
Donna Mirandola, Director, Corporate Communications
(312) 489-5842
coeur.com
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