Coeur Mining Inc

This management proposal asks stockholders to approve an amendment to Article X of the Company’s Certificate of Incorporation to extend statutory exculpation (as permitted by Delaware General Corporation Law Section 102(b)(7)) to a defined class of "covered officers," including the CEO, CFO, chief legal officer, controller, treasurer and other officers identified by compensation filings or written consent for service of process. Management seeks this approval to provide officers with protection from direct monetary liability for breaches of the fiduciary duty of care, arguing that doing so will help attract and retain qualified executives who must often make time-sensitive business decisions and face litigation risk with hindsight. The amendment is narrowly framed to preserve important accountability: it does not eliminate liability for Company-initiated claims, derivative claims, breaches of the duty of loyalty, acts not done in good faith, intentional misconduct, knowing legal violations, or transactions involving improper personal benefit. The amendment also contains an automatic expansion clause that would adopt any future permissible DGCL exculpation for officers should Delaware law change. From a governance perspective, the Board frames the change as balancing reduced personal exposure for officers with retained remedies for egregious or disloyal conduct; however, stockholders should note this materially changes the personal-liability landscape for senior officers and could affect deterrence and incentives for risk-taking. The proposal requires the affirmative vote of a majority of outstanding shares — a higher standard than a majority of votes cast — so abstentions and broker non-votes count against adoption. The board’s recommendation cites competitive recruiting and the unique litigation exposure of executives as primary rationales; opponents could view the change as reducing accountability, so the carve-outs and derivative/Company claim exceptions are a key mitigation. The automatic expansion clause introduces potential future changes without further stockholder approval if Delaware statute expands exculpation, which is a material governance feature investors should weigh. Overall, the amendment is targeted and contains important exceptions, but it shifts the allocation of litigation risk away from certain officers and toward the company and its stockholders, with attendant governance trade-offs.

This management proposal requests a non-binding advisory approval of the Company’s 2025 named executive officer (NEO) compensation. Management’s case is that the 2025 program strongly embodies pay-for-performance: the AIP (annual incentive plan) payout at the corporate level was 133% of target driven by strong gold production, cost control, environmental and safety performance, and strategic integration of Las Chispas, while the 2023-2025 performance share units paid out at 166% of target reflecting outsized reserve/resource growth and favorable rTSR, partially offset by below-target ROIC. The Board and its Compensation and Leadership Development Committee recommend a FOR vote on the basis that compensation outcomes were aligned with measurable operational and financial results and with long-term stockholder returns. The resolution is advisory and non-binding, but the Board states it will consider voting results when evaluating future compensation decisions and has retained an annual say-on-pay frequency after stockholder feedback. From a governance assessment perspective, the program’s heavy weighting on multi-year PSUs and environmental, safety and strategic objectives supports longer-term alignment, while the discretionary components and retention features (e.g., restricted stock vesting) provide continuity. Investors evaluating this proposal should weigh realized payouts and their alignment with realized TSR and company performance over the relevant periods, as well as the program’s response to prior stockholder feedback and its disclosure transparency. Given the program’s structure and the Company’s recent strong operational and share price performance, the Board argues that the advisory approval is warranted; critics might still highlight areas such as the size of payouts relative to peers or particular metric weightings, but the Proxy documents provide extensive disclosure to assess those points.