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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 10, 2022
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.)
104 S. Michigan
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))
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Coeur Mining, Inc. (“Coeur”) held its 2022 Annual Stockholders’ Meeting on May 10, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Certificate of Incorporation of Coeur Mining, Inc. (the “Certificate”). The Amendment increased the number of authorized shares of common stock of Coeur from 300,000,000 to 600,000,000. Including the 10,000,000 authorized shares designated as preferred stock, which remained unchanged, this Amendment increased the total authorized shares of Coeur’s stock from 310,000,000 to 610,000,000 shares. In all other respects, the terms of the Certificate remain unchanged from those in effect prior to the Amendment. Following stockholder approval, the Company filed the Amendment on May 10, 2022 with the Secretary of State of the State of Delaware. The Amendment became effective upon filing.
The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the actual terms of the Amendment, which is included as Exhibit 3.1 and incorporated herein by reference.
Item 5.07.     Submission of Matters to a Vote of Security Holders
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 2023 Annual Stockholders’ Meeting. The voting results were as follows:
For Against Abstain
Approval Percentage (1)
Robert E. Mellor 158,497,170 8,847,251 470,998 94.71%
Linda L. Adamany 164,884,455 2,554,475 376,489 98.47%
Sebastian Edwards 160,823,984 6,594,340 397,095 96.06%
Randolph E. Gress 163,757,856 3,622,644 434,919 97.84%
Mitchell J. Krebs 164,692,871 2,765,416 357,132 98.35%
Eduardo Luna 164,326,197 3,148,963 340,259 98.12%
Jessica L. McDonald 164,953,279 2,535,429 326,711 98.49%
John H. Robinson 159,685,619 7,692,005 437,795 95.40%
J. Kenneth Thompson 154,924,531 12,495,414 395,474 92.54%
Broker Non-Votes: 28,653,389

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 2022 fiscal year. The voting results were as follows:
For Against Abstain Broker Non-Votes
Approval Percentage (1)
193,008,572 3,190,345 269,891 98.37%
Proposal 3. Approval of an amendment to the Certificate of Incorporation of Coeur Mining, Inc.
The stockholders approved the Amendment to increase the number of authorized shares of common from 300,000,000 to 600,000,000. The voting results were as follows:
For Against Abstain Broker Non-Votes
Approval Percentage (1)
186,581,670 9,322,757 564,381 66.81%
Proposal 4. Approval of advisory resolution on executive compensation.
The stockholders approved an advisory resolution to approve executive compensation. The voting results were as follows:



For Against Abstain Broker Non-Votes
Approval Percentage (1)
158,220,827 7,380,600 2,213,992 28,653,389 95.54%
_____________________________________________________
(1) Percentage of votes cast for the nominee or proposal, except with respect to Proposal 3 where the percentage is based on the majority of shares outstanding as of the record date.
Item 9.01.    Financial Statements and Exhibits.
(d)    List of Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




Exhibit Index
Exhibit No. Description
3.1 Certificate of Amendment to Certificate of Incorporation of Coeur Mining, Inc., effective as of May 10, 2022.
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 11, 2022
By: /s/ Casey M. Nault
Name:    Casey M. Nault
Title:    Senior Vice President, General Counsel and Chief ESG Officer


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