Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

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Filed by a Party other than the Registrant  ☐

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Coeur Mining, Inc. is a U.S.-based, well-diversified, growing senior precious metals producer with seven wholly-owned operating mines: the New Afton gold-copper mine in British Columbia, Canada, the Rainy River gold-silver mine in Ontario, Canada, the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver complex in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, and the Wharf gold mine in South Dakota. In addition, the Company wholly owns the high-grade Silvertip polymetallic critical minerals exploration project in British Columbia.

 

Our 2025 executive compensation program and results aligned with performance and stockholder returns for 2025 and the three-year period ended December 31, 2025. Our corporate annual incentive plan score was 133% of target overall, reflecting overall strong production and cost performance driving above-target adjusted EBITDA, continued industry-leading environmental, health and safety performance, and successful integration of the Las Chispas operation following our acquisition of SilverCrest. The performance shares for the three-year period ended December 31, 2025 under our long-term incentive plan paid out at 166% of target, driven by exceptional growth in reserves and resources well above targets, partially offset by mine-level return on invested capital below target, and with a positive impact from the relative TSR modifier in the plan due to performing in the top quartile of peers over the period. Please see our 2025 Annual Report for more information about our 2025 operational and financial results and 2026 priorities.

We have continued to refresh our Board by adding directors with highly relevant skills, experiences and backgrounds, including most recently with the addition of Pierre Beaudoin in February 2025 following our acquisition of SilverCrest Metals Inc. and Patrick Godin and Marilyn Schonberner in March 2026 following our acquisition of New Gold Inc. Rob Mellor’s term will end at the 2026 Annual Meeting, and I want to thank him for his service as a director, including several years as Chairman, and the significant value he has provided to the Company. I would like to thank our entire Board for their dedication and leadership over the last year.

Regardless of how many shares you own, your vote is important. Please read the Proxy Statement before exercising your vote. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the Annual Meeting. We encourage you to return your proxy to vote your shares in advance, even if you plan to attend the virtual Annual Meeting. You can submit your proxy on the internet or by telephone, or by completing, signing, dating, and returning your proxy card or voting instruction form. Instructions on how to vote begin on page 89.

On behalf of the Board, the management team and employees, we thank you for your continued support of Coeur Mining and look forward to hosting you at this year’s Annual Meeting.

Respectfully,

 

Mitchell J. Krebs

Chairman, President and

Chief Executive Officer

This Proxy Statement contains numerous forward-looking statements within the meaning of Section 21E of the Exchange Act relating to our business, including statements regarding reserve and resource estimates, production levels, cash flow levels, growth, exploration efforts, capital expenditures, risks associated with the continued integration following the recent acquisition of New Gold, return on invested capital, corporate responsibility, timing and content of our next report on corporate responsibility matters, costs, risk profile, returns and advancement of strategic priorities. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words and involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the risk that exploration efforts will not occur on a timely basis or require more capital than currently anticipated; the risk that anticipated production, cost, expenditure levels at our New Afton, Rainy River, Las Chispas, Palmarejo, Rochester, Kensington and Wharf mines are not attained; the risks and hazards inherent in the mining business (including risks inherent in developing and expanding large-scale mining projects, environmental hazards, industrial accidents, weather or geologically-related conditions); changes in the market prices of gold, silver and copper and a sustained lower price or higher treatment and refining charge environment; the impact of geopolitical conditions, pandemics or epidemics, climate change, extreme weather events and other macro conditions, including disruptions to operations, the need for heightened health and safety protocols, inflation, tariffs, and disruptions to our vendors, suppliers and the communities where we operate; the uncertainties inherent in our production, exploration and development activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions, grade and recovery variability; any future labor disputes or work stoppages (involving us or our subsidiaries or third parties); the risk of adverse outcomes in litigation; the uncertainties inherent in the estimation of gold, silver, copper, zinc and lead mineral reserves and resources; impacts from our future acquisition of new mining properties or businesses; the loss of access or insolvency of any third-party refiner or smelter to whom we market our production; inflationary pressures; government orders that may require temporary suspension of operations at one or more of our sites and effects on our suppliers or the refiners and smelters to whom we market our production and on the communities where we operate; the effects of environmental and other governmental regulations and government shut-downs; the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries; the ability to maintain positive relationships with community stakeholders; the implementation of tariffs or trade barriers; and our ability to raise additional financing necessary to conduct our business, make payments or refinance our debt, as well as other uncertainties and risk factors set out in filings made from time to time with the United States Securities and Exchange Commission, and the Canadian securities regulators, including, without limitation, Coeur’s most recent report on Form 10-K. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

This Proxy Statement summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about April 1, 2026. This is only a summary, and we encourage you to read the entire Proxy Statement carefully before voting.

We are a senior precious metals producer with assets located in the United States, Mexico and Canada. Our common stock is listed on the New York Stock Exchange under the symbol “CDE” and on the Toronto Stock Exchange under the symbol “CDE”. Coeur’s strategy is to be America’s premier, growing senior provider of precious and critical minerals from a balanced, prospective asset base located in mining-friendly jurisdictions and underpinned by leading corporate responsibility and human capital practices. Our strategy is guided by our purpose statement, We Pursue a Higher Standard, and three key principles:

We conduct our business with a proactive focus on positively impacting the health, safety, and socioeconomic status of our people and the communities in which we operate as well as being responsible stewards of the environment.

In 2025, the Company continued to operate safely and responsibly, while achieving record full-year production levels, successfully advancing the key strategic initiative of integrating the Las Chispas operation into our portfolio following the acquisition of SilverCrest Metals Inc., and maintaining disciplined performance in cost control efforts and achieving record performance on several key financial metrics. The 2025 exploration program drove significant growth in reserves and resources across our portfolio. Proven and probable gold reserves increased 65% at Wharf at year-end 2025, leading to a near doubling of Wharf’s mine life to 12 years. Gold proven and probable mineral reserves increased 9% at Kensington. At Palmarejo, silver and gold proven and probable resources increased 40% and 36%, respectively, with an 86% increase in inferred resources. We also announced the acquisition of New Gold Inc. in November 2025, which closed in March 2026 and substantially contributed to further reserves and resources increases and enhanced Coeur’s footprint, production, and free cash flow profile with the addition of the New Afton and Rainy River mines.

Compensation programs across the Company are designed to promote operational success and drive the creation of long-term value for our stockholders, taking into consideration the contributions made by employees in various roles.

In 2025, our CLD Committee continued to place a significant proportion of the compensation of our NEOs at risk in order to align pay with performance to a greater extent than our peers, as shown in the charts below.

 

The peer group reflected above is described in “Compensation Discussion and Analysis—2025 Peer Group” on page 59. Data is from public filings for fiscal year 2024. NEO (Average) excludes the CEO.

2025 corporate AIP results of 133% of target reflect strong performance on gold production and costs, continued industry-leading environmental, health and safety performance, achievement of the key strategic initiative of integrating the Las Chispas mine following the acquisition of SilverCrest, and adjusted EBITDA above target, partially offset by lower silver production and above-target silver costs. Our performance share program for the three-year period ended December 31, 2025 paid out at 166% of target, driven by above-target growth in reserves and resources and solid but below-target performance on our mine-level return on invested capital, and with a positive impact from a relative TSR modifier.

 

We believe our Board should possess a combination of skills, professional experience and diversity of viewpoints to effectively oversee our business. The graphic below provides an overview of the skills and qualifications of our slate of director nominees. More information about each individual director nominee’s skills and qualifications can be found beginning on page 9.

 

Coeur has long recognized that people and culture are key to achieving our strategic goals. We aim to promote safety first and proactively develop our people while fostering a healthy culture. Our leadership team regularly engages with employees to assess our culture through surveys, town halls that provide opportunities for employees to ask questions, and development programming, among other efforts. We also conduct robust succession planning at all levels of the organization.

Building on the results of our fourth biennial culture survey in 2025, we have focused on making improvements to address employee responses. We anticipate conducting another culture survey in 2027 to gather additional employee feedback.

Our corporate responsibility strategy and priorities are rooted in long-term value creation and risk management. We continued to advance our corporate responsibility initiatives in 2025, including the publication of our 2024 Responsibility Report, which outlined commitments to further strengthen specific, objective goals to continue to maintain and improve our industry leading safety record, make further progress on implementing actions identified through our inclusion index and conduct a biennial Company-wide culture survey, continue implementation of the Global Industry Standard on Tailings Management across our portfolio, support our biodiversity standard by piloting and completing additional nature-related risk workshop assessments, enhance the effectiveness of our community relations processes and continue to reinforce our ethics, risk management and compliance programs. Our next report on corporate responsibility matters, expected to be published in the second quarter of 2026, will provide an update on our progress on these goals and our other achievements and priorities. We are particularly proud to have achieved the following recent accomplishments and awards:

Coeur is a senior precious metals mining company with mining operations and exploration properties in the United States, Mexico and Canada. The management of our business requires the balancing of many considerations, including:

Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints to oversee our business, together with relevant technical skills and financial acumen that demonstrates an understanding of the financial and operational aspects and associated risks of a large, complex organization like Coeur. Our Corporate Governance Guidelines contain Board membership criteria, focused on ethics and integrity, mature and sound business judgment, strength of character, professional experience, industry knowledge and diversity of viewpoints, all in the context of an assessment of the perceived needs of the Board at that point in time. Accordingly, the Board and the NCG Committee consider the qualifications of incumbent directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs, including an incumbent director’s or potential director’s ability to contribute to the diversity of viewpoints and experience represented on the Board. The Board and NCG Committee regularly review their effectiveness in balancing these considerations when assessing the composition of the Board. Coeur has nominated nine directors for election in this Proxy Statement.

The Board and the NCG Committee have not formulated any specific minimum qualifications, but rather consider the factors described above and, among other things, the Board has determined that it is important to have individuals with the following skills and experiences on the Board:

 

In addition to a well-qualified Board with a broad range of backgrounds and experiences, Coeur recognizes the importance of a well-rounded senior executive leadership team. We strive for an inclusive culture to attract and retain highly qualified leaders based on merit.

The Board believes that directors should be evaluated on their individual perspectives, experiences and abilities to contribute to the Board. The Board does not have a mandatory retirement age and believes that long-serving directors can provide important perspectives and insights based on industry experience and a deep understanding of our long-term plans and objectives. The Board is focused on maintaining a balance between longer serving directors and newer directors with complementary skills, expertise, and diverse backgrounds and points of view to allow for natural turnover and an appropriate pace of Board refreshment. For example, Mr. Thompson, our longest-serving director nominee, has deep public company board experience, including leading other public company boards, which is invaluable to our Board and management team and balances well with the perspectives of our newer directors. Additionally, Mr. Thompson has significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides an experience and perspective that is highly valuable in providing strong leadership to a company in our industry. In identifying director candidates from time to time, the NCG Committee seeks to include well-qualified candidates with diverse backgrounds, experiences and perspectives in potential candidate pools and may focus on specific skills and experiences of particular importance at the time in order to enhance the overall balance and effectiveness of the Board, as was the case with the addition of Ms. Hull in 2022, Ms. Das in 2023, Mr. Beaudoin in 2025, and Mr. Godin and Ms. Schonberner earlier this year. The Board currently includes six male directors and four female directors. Two directors self-identify as ethnically diverse. As part of the Board’s ongoing efforts to seek a balance of skills, experience and tenure, as described in more detail below, the current composition of the Board includes three new directors added in the past two years. If all of the nominees are elected to the Board, the average tenure of the directors will be approximately 7.6 years, with five of the independent director nominees having served four years or less.

The NCG Committee reviews and makes recommendations regarding the composition and size of the Board. The Board considers candidates identified by search firms it retains or consults with periodically, as well as candidates recommended by current directors, management (as was the case with Ms. Hull and Ms. Das) and stockholders, and through other methods. Mr. Beaudoin was selected through an NCG and Board process in connection with our commitment under the SilverCrest acquisition agreement. Mr. Godin and Ms. Schonberner were similarly selected through an NCG and Board process in connection with our acquisition of New Gold that evaluated potential candidates from New Gold’s Board of Directors. The NCG Committee has adopted a policy pursuant to which significant long-term stockholders may recommend a director candidate. See page 29 for more details.

 

Before recommending an incumbent director for re-nomination, the NCG Committee considers each incumbent director’s experience, qualifications and expected future contributions to the Board. The NCG Committee’s annual review of existing directors includes the following considerations:

 

According to our Bylaws, in an uncontested election, the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director.

If a nominee for director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board that the director is expected to tender his or her offer of resignation. The NCG Committee then makes a recommendation to the Board whether to accept or reject the tendered resignation offer, or whether other action should be taken, taking into account all of the relevant facts and circumstances. Any director who has tendered his or her offer of resignation may not take part in the proceedings with respect to his or her resignation offer. For additional information, our Corporate Governance Guidelines are available on the Corporate Governance page of our website, www.coeur.com/company/corporate-governance/, and to any stockholder who requests a copy.

The nine individuals named below have been nominated by the Board to be elected as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. Other than Mr. Godin and Ms. Schonberner (each appointed to the Company’s Board in March 2026 upon the Company’s acquisition of New Gold Inc.), each nominee was elected to the Board at the 2025 Annual Meeting. We do not contemplate that any of the persons named below will be unable, or will decline, to serve; however, if any such nominee is unable or declines to serve, the persons named in the accompanying proxy may vote for a substitute, or substitutes, in their discretion, or the Board may reduce its size or leave a vacancy on the Board.

The Board and the NCG Committee have determined that our nominees possess a balanced mix of the qualifications and experiences relevant to the effective governance and oversight of our business. The following table provides certain information about the key skills and qualifications of each director nominee (but does not encompass all skills and qualifications) and additional information about each director nominee follows.