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Item 9A. Controls and Procedures

2022-02-16 compared with 2021-02-17 · 36 added, 13 removed, 168 unchanged (23% of the section changed)

18 unchanged sentences

Other Information

Not applicable.

In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy:

(i) Mitchell J.

Krebs, the Company’s President and Chief Executive Office, entered into an amended selling plan on November 5, 2021, and (ii) a family trust associated with John Robinson, a member of the Board of Directors of the Company, entered into a selling plan on November 11, 2021.

Krebs’s selling plan, between December 2021 and September 2022, Mr.

Krebs will sell up to a total of 200,000 shares of the Company’s common stock so long as the market price of the common stock is higher than the minimum threshold price specified in the plan.

Robinson’s family trust selling plan, between December 2021 and December 2022, the trust will sell up to a total of 90,000 shares of the Company’s common stock so long as the market price of the common stock is higher than the minimum threshold prices specified in the plan.

Rule 10b5-1 permits an insider to implement a written prearranged trading plan entered into at a time when the insider is not aware of any material nonpublic information about the Company and allows the insider to trade on a one-time or regularly scheduled basis regardless of any material nonpublic information about the Company thereafter received by the insider.

Directors, Executive Officers and Corporate Governance

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item regarding directors is hereby incorporated by reference from the Company’s definitive proxy statement for the 2022 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 “Proposal No.

Election of Directors”, “Information about our Executive Officers”, “Corporate Governance Guidelines and Code of Business Conduct and Ethics” and “Audit Committee Report”.

Election of Directors”, “Information about Executive Officers”, “Corporate Governance Guidelines and Code of Business Conduct and Ethics” and “Audit Committee Report”.

Executive Compensation

17 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

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 “Related Person Transactions”, “Committees of the Board of Directors and Attendance”, and “Director Independence”.

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 2022 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 “Related Person Transactions”, “Meeting Attendance”, “Committees of the Board of Directors”, and “Director Independence”.

Principal Accountant Fees and Services

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.”

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

Ltd., JDS Silver Holdings, Ltd.

and Silvertip Resources Investment LLC (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 11, 2017 (File No.

2.2 Arrangement Agreement, dated August 2, 2018, by and among Coeur Mining, Inc., and Northern Empire Resources Corp.

(incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 2, 2018 (File No.

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 2022 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.” The Company’s independent registered public accounting firm is Grant Thornton, LLP, Chicago, Illinois, PCAOB ID Number:

3.1 Delaware Certificate of Conversion of the Registrant, effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K12B filed on May 16, 2013 (File No.

8 unchanged sentences

4.3 Indenture, dated May 31, 2017, among Coeur Mining, Inc., as issuer, certain subsidiaries of Coeur Mining, Inc., as guarantors thereto, and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 31, 2017 (File No.

4.4 Indenture, dated March 1, 2021, among Coeur Mining, Inc., as issuer, certain subsidiaries of Coeur Mining, Inc., as guarantors thereto, and The Bank of New York Mellon, as trustee.

(Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2021 (File No.

10.1 401k Plan of the Registrant.

61 unchanged sentences

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).

10.28 Clawback and Forfeiture Policy Effective December 8, 2020 (Incorporated herein by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed on February 17, 2021 (File.

001-08641)).**

10.29 Fifth Amendment to Credit Agreement, dated March 1, 2021, 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 March 1, 2021 (File No.

10.30 Share Exchange Agreement, dated May 10, 2021, between Coeur Mining, Inc.

and Orion Co-VI Ltd.

(Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2021 (File No.

10.31 Support Agreement, dated May 10, 2021, between Coeur Mining, Inc.

and Orion Co-VI Ltd.

(Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 10, 2021 (File No.

10.32 Amended and Restated Coeur Mining, Inc.

2018 Long-Term Incentive Plan, effective as of May 11, 2021.

(Incorporated herein by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2021 (File No.

001-08641)).**

10.33 Separation and Release of Claims Agreement dated September 7, 2021, between Coeur Mining, Inc.

and Terrence F.

Smith (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 10, 2021 (File No.

001-08641)).**

21 List of subsidiaries of the Registrant.

6 unchanged sentences

95.1 Mine Safety Disclosure (Filed herewith).

96.1 Technical Report Summary for the Palmarejo Mine (Incorporated herein by reference to exhibit 96.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022 (File.

96.2 Technical Report Summary for the Rochester Mine (Incorporated herein by reference to exhibit 96.2 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022 (File.

96.3 Technical Report Summary for the Kensington Mine (Incorporated herein by reference to exhibit 96.3 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022 (File.

96.4 Technical Report Summary for the Wharf Mine (Incorporated herein by reference to exhibit 96.4 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022 (File.

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.*

101.SCH XBRL Taxonomy Extension Schema*

4 unchanged sentences

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

* Management contract or compensatory plan or arrangement.

* The following financial information from Coeur Mining, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in XBRL (Extensible Business Reporting Language):

Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows, Consolidated Balance Sheets, and Consolidated Statement of Changes in Stockholders' Equity

Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows and Consolidated Statement of Changes in Stockholders' Equity.

** Management contract or compensatory plan or arrangement.

Form 10-K Summary

37 unchanged sentences

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