| Proposal No. 3: Approval of Amendment to the Certificate of Incorporation of Coeur Mining, Inc. | | | The Board of Directors recommends a vote FOR the approval of the amendment to the Certificate of Incorporation of Coeur Mining, Inc. | |
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What am I voting for?
► | Approve an amendment to the Certificate of Incorporation of Coeur Mining, Inc. to increase the number of authorized shares of our common stock from 300,000,000 to 600,000,000 |
The Board of Directors has unanimously approved and recommends to our stockholders this proposal to amend our Certificate of Incorporation to increase the authorized number of shares of our common stock from 300,000,000 to 600,000,000 shares.
We propose to implement this increase through amendments to Section 4.1 of Article IV of our Certificate of Incorporation, which is set forth in Appendix A. Including the 10,000,000 authorized shares designated as preferred stock, which will remain unchanged, this amendment would increase the total authorized shares of Coeur’s stock from 310,000,000 to 610,000,000 shares.
Reasons for Increasing the Number of Shares of Authorized Common Stock
As of March [__], 2022, after taking into account shares of common stock issued and outstanding, plus shares of common stock reserved for issuance under our equity incentive plans, only approximately [ ] shares of our common stock remain unissued and unreserved.
The Board believes that the availability of additional authorized shares of common stock is needed to provide us with additional flexibility to issue common stock for a variety of general corporate purposes as the Board may determine to be desirable, including but not limited to, using common stock as consideration for acquisitions, mergers, business combinations or other corporate transactions, raising equity capital, including pursuant to our current or any future at-the-market offering programs, adopting additional employee benefit plans or reserving shares for issuance under such plans and implementing stock splits or stock dividends.
Over the past several years, we have used authorized shares of common stock to pursue important acquisitions and other business opportunities. For example, we issued shares in connection with our prior acquisitions of the Sterling/Crown properties, Silvertip mine and Paramount Gold & Silver Corp. Unless our stockholders approve the proposed amendment to the Certificate of Incorporation, we may not have sufficient unissued and unreserved authorized shares to engage in similar transactions in the future.
Having additional authorized common stock available for future use will allow us to issue additional shares of common stock without the expense and delay of arranging a special meeting of stockholders. The Board has not authorized Coeur to take any action with respect to the shares that would be authorized under this proposed amendment, and we currently do not have any definitive plans, arrangements or understandings with respect to the issuance of the additional shares of common stock authorized by this proposed amendment.
Effect of Increasing the Number of Shares of Authorized Common Stock
The proposed increase in the number of authorized shares of our common stock will not change the number of shares of common stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of Coeur’s common stock. However, the issuance of additional shares of common stock authorized by this amendment to the Certificate of Incorporation may occur at times or under circumstances as to have a dilutive effect on earnings per share, book value per share or the percentage voting or ownership interest of the present holders of our common stock, none of whom have preemptive rights under the Certificate of Incorporation to subscribe for additional securities that we may issue.
The proposed amendment has been prompted by business and financial considerations. The Board currently is not aware of any attempt by a third-party to accumulate shares of common stock or take control of Coeur by means of a merger, tender offer or solicitation in opposition to management or the Board. Moreover, we currently have no plans to issue newly