18 unchanged sentences
Other Information
−Removed: In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy, Casey M.
−Removed: Nault, the Company’s Senior Vice President and Chief ESG Officer, entered into an amended selling plan on November 11, 2022.
−Removed: Nault’s selling plan, between December 2022 and November 2024, Mr.
−Removed: Nault will sell up to a total of 100,000 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.
−Removed: 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.
+Added: On February 21, 2024, the Company entered into an amendment (the “February 2024 Amendment”) to the RCF.
+Added: The February 2024 Amendment, among other things, (1) extends the term of the RCF by approximately 2 years so that it now matures in February 2027, (2) increases the RCF by $ 10 million from $ 390 million to $ 400 million, (3) adds Fédération Des Caisses Desjardins Du Québec and National Bank of Canada as lenders on the RCF, (4) permits the Company to obtain one or more increases of the RCF in an aggregate amount of up to $ 100.0 million in incremental loans and commitments, subject to certain conditions, including obtaining commitments from relevant lenders to provide such increase, (5) allows for unencumbered domestic cash to be included in the calculation of the consolidated net leverage ratio, and (6) allows up to $ 15 million of non-capitalized underground mine development costs related to Silvertip to be excluded from the calculation of Consolidated EBITDA for purposes of the RCF.
Directors, Executive Officers and Corporate Governance
4 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Pursuant to General Instruction G(3) of Form 10-K, certain information called for by this item is hereby incorporated by reference from the Company’s definitive proxy statement for the 2023 Annual Meeting of Stockholders filed pursuant to Regulation 14A, or an amendment hereto, to be not later than 120 days after the end of the fiscal year covered by this report under the caption “Share Ownership.”
+Added: Pursuant to General Instruction G(3) of Form 10-K, certain information called for by this item is hereby incorporated by reference from the Company’s definitive proxy statement for the 2024 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 caption “Share Ownership.”
Equity Compensation Plan Information
11 unchanged sentences
Total 54,330 $ 7.49 9,316,086
−Removed: (1) Amounts include 2,574,537 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.
+Added: (1) Amounts include 3,159,910 performance shares that cliff vest three years after the date of grant if certain market and performance criteria are met, provided the recipient remains an employee of the Company and subject to approval of the Compensation Committee of the Board of Directors.
Certain Relationships and Related Transactions, and Director Independence
12 unchanged sentences
4.1 Description of Coeur Mining, Inc.
−Removed: securities registered under Section 12 of the Exchange Act (Filed herewith).
+Added: securities registered under Section 12 of the Exchange Act (Incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2023 (File No.
4.2 Form of Common Stock Share Certificate of the Registrant.
5 unchanged sentences
(Incorporated by reference to Exhibit 10(pp) to the Registrant’s Annual Report on Form 10-K filed on March 29, 1995 (File No.
−Removed: 001-08641)).*
10.02 Amended Mining Lease, effective as of August 5, 2005, between Hyak Mining Company, Inc.
3 unchanged sentences
10.04 Amended and Restated Executive Severance Policy of the Registrant (Incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on February 7, 2018 (File No.
−Removed: 001-08641)).*
10.05 Offer letter dated February 15, 2013 from the Registrant to Casey M.
(Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2014 (File No.
−Removed: 001-08641)).*
10.06 Amended and Restated Employment Agreement dated February 5, 2018 between the Registrant and Mitchell J.
Krebs (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on February 7, 2018 (File No.
−Removed: 001-08641)).*
−Removed: 10.7 Offer letter dated August 24, 2013 from the Registrant to Hans Rasmussen (Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed on February 7, 2018 (File No.
−Removed: 001-08641)).*
10.07 Coeur Mining, Inc.
2015 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 13, 2015 (File No.
−Removed: 001-08641)).*
10.08 Annual Incentive Plan Summary of the Registrant (Incorporated herein by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2017 (File No.
−Removed: 001-08641)).*
10.09 Officer Severance Policy of the Registrant (Incorporated herein by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2017 (File No.
−Removed: 001-08641)).*
10.10 Nonqualified Deferred Compensation Plan of the Registrant (Incorporated herein by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2017 (File No.
−Removed: 001-08641)).*
10.11 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.
24 unchanged sentences
Whelan (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 13, 2018 (File No.
−Removed: 001-08641)).*
10.21 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.
2 unchanged sentences
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.
−Removed: 001-08641)).*
10.24 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.
−Removed: 001-08641)).*
10.25 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.
−Removed: 10.27 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.
+Added: 10.26 Clawback and Forfeiture Policy Effective September 26, 2023 (filed herewith ) (File.
001-08641)).**
13 unchanged sentences
(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2022 (File No.
−Removed: 10.33 Professional Services Agreement dated April 1, 2022, between Coeur Mining, Inc.
−Removed: and Rasmussen Exploration, Inc.
−Removed: (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 1, 2022 (File No.
−Removed: 001-08641)).**
−Removed: 10.34 Separation and Release of Claims Agreement dated March 31, 2022, between Coeur Mining, Inc.
−Removed: and Hans Rasmussen.* (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 1, 2022 (File No.
−Removed: 001-08641)).**
10.32 Seventh Amendment to Credit Agreement, dated November 9, 2022, 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.
−Removed: 001-08641)) .
+Added: 10.33 Eighth Amendment to Credit Agreement, August 9, 2023, 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.
+Added: 1 to the Registrant’s Quarterly Report on Form 10- Q filed on August 9, 2 023 (File No.
+Added: 10.34 Ninth Amendment to Credit Agreement, February 21, 2024, 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 (Filed herewith).
+Added: 19 Coeur Mining, Inc.
+Added: Insider Trading Policy (Filed herewith).
21 List of subsidiaries of the Registrant.
6 unchanged sentences
95.1 Mine Safety Disclosure (Filed herewith).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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*
27 unchanged sentences
Director February 21, 2024
+Added: /s/ Paramita Das _________________________
+Added: Director February 21, 2024
/s/ Sebastian Edwards _____________________
1 unchanged sentence
Director February 21, 2024
−Removed: /s/ Randolph E.
−Removed: Gress _____________________
+Added: /s/ Randolph E.Gress ______________________
Director February 21, 2024
+Added: Hull __________________________
Director February 21, 2024
−Removed: /s/ Eduardo Luna _______________________
+Added: /s/ Rob Krcmarov _________________________
Director February 21, 2024
−Removed: /s/ Jessica L.
−Removed: McDonald ___________________
+Added: /s/ Eduardo Luna _________________________
Director February 21, 2024
2 unchanged sentences
Director February 21, 2024
−Removed: Robinson ______________________
−Removed: Director February 22, 2023
Kenneth Thompson ___________________
2 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.