What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-17 compared with 2020-02-19 · 42 added, 57 removed, 139 unchanged (42% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

(a) Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer, and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company’s disclosure controls and procedures were effective and operating at a reasonable assurance level as of December 31, 2020.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial

The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f)

as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and

effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles and includes those policies and procedures that:

(b) Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

7 unchanged sentences

The effectiveness of internal control over financial reporting as of December 31, 2020 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal year that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Other Information

Suspension of Mining and Processing Activities at Silvertip

On February 19, 2020, the Company announced its decision to temporarily suspend mining and processing activities at the Silvertip mine in British Columbia, Canada, due to further deterioration in zinc and lead market conditions as well as processing facility-related challenges.

The Company expects to incur one-time costs of up to $5.0 million for employee severance and up to $5.0 million for contractual and other costs, which are expected to be incurred during the first half of 2020.

Quarterly care and maintenance costs during the suspension are estimated to be $6.0 million.

During the suspension, the Company plans to (i) double its exploration investment in 2020 to potentially further expand the mineralized material and extend the mine life, and (ii) pursue a mill expansion to improve the asset’s cost structure and its ability to deliver sustainable cash flow.

Material Impairment

The information contained in Note 4 - Impairment of Long-Lived Assets is incorporated herein by reference.

Not applicable.

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

The following table sets forth information as of December 31, 2020 regarding the Company’s equity compensation plans.

Plan category

Number of shares to be

Plan category Number of shares to be

issued upon exercise of

outstanding options, warrants and rights

Weighted-average exercise

outstanding options, warrants and rights Weighted-average exercise

price of outstanding options,

warrants and rights

Number of shares remaining

warrants and rights Number of shares remaining

available for future issuance

3 unchanged sentences

Equity compensation plans not approved by security holders — — —

Total 222,273 $ 15.44 2,233,481

(1) Amounts include 2,335,102 performance shares that cliff vest three years after the date of grant if certain market and performance criteria are met, if the recipient remains an employee of the Company and subject to approval of the Compensation Committee of the Board of Directors.

3 unchanged sentences

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders filed pursuant to Regulation 14A, or an amendment hereto, to be filed not later than 120 days after the end of the fiscal year covered by this report under the captions “Audit and Non-Audit Fees” and “Audit Committee Policies and Procedures for Pre-Approval of Independent Auditor Services.”

(a) The Company's consolidated financial statements and notes, together with the reports thereon of Grant Thornton LLP dated February 19, 2020 is included herein as part of Item 8.

Financial Statements and Supplementary Data above.

(b) The following listed documents are filed as Exhibits to this report:

2.1 Arrangement Agreement, dated September 10, 2017, among Coeur Mining, Inc., 1132917 B.C.

7 unchanged sentences

333-204142)).

Amended and Restated Bylaws effective March 8, 2019 (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K on March 11, 2019 (File No.

3.4 Amended and Restated Bylaws effective March 8, 2019 (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on March 11, 2019 (File No.

4.1 Description of Coeur Mining, Inc.

securities registered under Section 12 of the Exchange Act (filed herewith).

securities registered under Section 12 of the Exchange Act (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on February 19, 2020 (File No.

4.2 Form of Common Stock Share Certificate of the Registrant.

28 unchanged sentences

10.12 Credit Agreement, dated September 29, 2017, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2017 (File No.

First Amendment to Credit Agreement, dated October 29, 2018, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed October 31, 2018 (File No.

10.13 First Amendment to Credit Agreement, dated October 29, 2018, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on October 31, 2018 (File No.

10.14 Coeur Mining, Inc.

23 unchanged sentences

001-08641)).*

Clawback and Forfeiture Policy Effective December 11, 2018 (Incorporated herein by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on December 13, 2018 (File No.

001-08641)).*

Second Amendment to Credit Agreement, dated April 30, 2019, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q on May 1, 2019 (File No.

Third Amendment to Credit Agreement, dated August 6, 2019, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q on August 7, 2019 (File No.

10.22 Second Amendment to Credit Agreement, dated April 30, 2019, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report filed on Form 10-Q on May 1, 2019 (File No.

10.23 Third Amendment to Credit Agreement, dated August 6, 2019, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on filed Form 10-Q on August 7, 2019 (File No.

10.24 Form of Restricted Stock Unit Agreement under the Coeur Mining, Inc.

2018 Long-Term Incentive Plan (filed herewith).*

2018 Long-Term Incentive Plan ( Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on February 19, 2020 (File No.

001-08641)).*

10.25 ATM Equity Offering Sales Agreement, dated as of April 23, 2020, by and among Coeur Mining, Inc., BofA Securities, Inc.

and RBC Capital Markets, LLC (Incorporated herein by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on April 23, 2020 (File No.

10.26 Offer Letter dated April 28, 2020 from the Company to Michael Routledge (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 28, 2020 (File No.

001-08641)).*

10.27 First Incremental Facility Amendment, dated December 14, 2020, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, certain of the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 2020 (File.

10.28 Clawback and Forfeiture Policy Effective December 8, 2020 (Filed herewith).

21 List of subsidiaries of the Registrant.

6 unchanged sentences

95.1 Mine Safety Disclosure (Filed herewith).

XBRL Instance Document.

101.INS XBRL Instance Document.

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*

XBRL Taxonomy Extension Schema*

XBRL Taxonomy Extension Calculation Linkbase*

XBRL Taxonomy Extension Definition Linkbase*

XBRL Taxonomy Extension Label Linkbase*

XBRL Taxonomy Extension Presentation Linkbase*

101.SCH XBRL Taxonomy Extension Schema*

101.CAL XBRL Taxonomy Extension Calculation Linkbase*

101.DEF XBRL Taxonomy Extension Definition Linkbase*

101.LAB XBRL Taxonomy Extension Label Linkbase*

101.PRE XBRL Taxonomy Extension Presentation Linkbase*

104 Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).

5 unchanged sentences

COEUR MINING, INC.

February 19, 2020

February 17, 2021 By:

/s/ Mitchell J.

4 unchanged sentences

Director, President, and Chief Executive Officer

(Principal Executive Officer)

February 19, 2020

(Principal Executive Officer) February 17, 2021

/s/ Thomas S.

Whelan _____________________

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

February 19, 2020

Senior Vice President and Chief Financial Officer (Principal Financial Officer) February 17, 2021

/s/ Ken Watkinson ______________________

Ken Watkinson

Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

February 19, 2020

Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) February 17, 2021

Adamany _____________________

February 19, 2020

Director February 17, 2021

/s/ Sebastian Edwards _____________________

Sebastian Edwards

February 19, 2020

Director February 17, 2021

/s/ Randolph E.

Gress _____________________

February 19, 2020

Director February 17, 2021

/s/ Eduardo Luna _______________________

February 19, 2020

Director February 17, 2021

/s/ Jessica L.

McDonald ___________________

February 19, 2020

Director February 17, 2021

/s/ Robert E.

Mellor ______________________

February 19, 2020

Director February 17, 2021

Robinson ______________________

February 19, 2020

Sandoval ______________________

February 19, 2020

Director February 17, 2021

Kenneth Thompson ___________________

Kenneth Thompson

February 19, 2020

Director February 17, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures