Coeur Mining (CDE) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, with voting on director elections, auditor ratification, executive compensation, and a charter amendment to limit officer liability.

• Recent acquisitions and mine expansions have diversified operations across North America, with a balanced revenue split among gold, silver, and copper.

• Record free cash flow of $666 million in 2025, significant reduction in net leverage, and a strengthened liquidity position with $554 million in cash at year-end.

• Integration of Las Chispas mine and enhancements at Rochester contributed to improved production and financial performance.

• Forward-looking statements highlight ongoing integration of acquisitions, exploration, sustainability, and risk management initiatives.

Voting matters and shareholder proposals

• Election of nine director nominees, with eight considered independent.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Approval of a charter amendment to limit certain officer liabilities.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board comprises a diverse mix of skills, backgrounds, and tenures, with 89% independence.

• Active board refreshment, with three new directors in the past two years.

• Annual director elections, majority voting with resignation policy, and proxy access for shareholders.

• No related party transactions, poison pill, or anti-takeover defenses.

• Board committees oversee risk, compensation, governance, and corporate responsibility.