UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

2018
PROXY STATEMENT
COEUR MINING, INC.

 

104 South Michigan Avenue
Suite 900
Chicago, Illinois 60603

Dear Stockholder:

I am pleased to invite you to join our Board of Directors, executives, employees and your fellow stockholders at our 2018 Annual Stockholders’ Meeting. The meeting will take place at the Four Seasons Hotel, 57 East 57th Street, New York, New York, 10022, on Tuesday, May 8, 2018, at 10:30 a.m., local time. The attached notice and proxy statement provide information about the business to be conducted at the meeting.

A Year of Significant Achievements

2017 was a successful year for Coeur as we continued to see positive results from our multi-year strategy to transform into a lower-cost, high-quality, profitable precious metals producer. We worked together to uphold and achieve the fundamental principles underlying our purpose statement, “We Pursue a Higher Standard”.

►     We PROTECT our People, Places and Planet – 2017 was another year of strong health, safety and environmental performance, evidenced by significant improvements in key health, safety and environmental performance metrics described in this proxy statement. We also delivered on our ongoing commitment to have a positive impact in the communities in which we work.

►     We DEVELOP Quality Resources, Growth and Plans – We achieved major milestones on several key organic growth projects at our mines that are expected to increase margins, generate high returns, and lead to higher cash flow. For example, our strategy for our Palmarejo mine in Mexico led to a 63% year-over-year increase in silver equivalent production and a $150 million improvement in year-over-year free cash flow with lower costs for the fourth consecutive year. At the Rochester mine in Nevada, we completed a multi-year permitting and construction project to expand a leach pad which we expect will result in strong, sustainable cash flow going forward. Our higher level of investment in targeted near-mine exploration drove a 10% increase in Companywide year-end reserves and a 43% increase in mineralized material. In addition, we bolstered efforts to develop our people so they have the necessary capabilities and experiences to further advance our Company in the coming years.

►     We DELIVER Impactful Results through Teamwork – Our team delivered record production in 2017 and further improved our costs, leading to higher cash flow. We also delivered high-quality growth from recent acquisitions such as the Wharf gold mine in South Dakota, which has generated nearly $130 million in free cash flow through year-end 2017 since we acquired it just three years ago for $99 million. In addition, we acquired the high-grade Silvertip mine in British Columbia late last year, which commenced production in the first quarter of 2018 and is expected to be a source of high-margin growth for the Company. We completed several initiatives to further strengthen our balance sheet last year, resulting in a significant year-over-year decrease in interest expense, and we further repositioned our portfolio with the sale of the San Bartolomé mine in Bolivia and several other non-core assets.

2018 will be Coeur’s 90th year in the mining business. We are proud of the progress we have made to reposition the Company and we look to build on the momentum we generated in 2017 to deliver another year of strong results.

We Pursue a Higher Standard of Alignment, Engagement and Communication

In 2017, our compensation programs reflected our operational and financial successes, as well as strong three-year total stockholder return. We continued our robust outreach efforts to maintain an open and transparent dialogue with our stockholders and other stakeholders and to appropriately respond to their feedback. Our proxy statement now clearly and concisely describes our corporate governance practices, strong commitment to corporate social responsibility, and executive compensation programs that are directly linked to our performance.

Your Vote is Important

Thank you for being a Coeur stockholder. Whether or not you plan to attend the Annual Meeting in person, we encourage you to promptly vote your shares by submitting your proxy on the Internet or by telephone, or by completing, signing, dating and returning your proxy card. Instructions on how to vote begin on page 8.

Respectfully,
 
Mitchell J. Krebs
President, Chief Executive Officer and Director

Chicago, Illinois
March 28, 2018

NOTICE OF 2018
ANNUAL STOCKHOLDERS’ MEETING

	YOUR VOTE IS IMPORTANT Please cast your vote as soon as possible by:
		using the Internet at www.proxyvote.com		calling toll-free from the United States, U.S. territories and Canada to 1 800-690-6903
		mailing your signed proxy or voting instruction form		attending the Annual Meeting in person

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held On May 8, 2018. Our Proxy Statement is attached. Financial and other information concerning Coeur Mining, Inc. is contained in our 2017 Annual Report to Stockholders. You may access this Proxy Statement and our 2017 Annual Report to Stockholders at www.proxyvote.com.

Beneficial (“Street Name”) Stockholders. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares.

By order of the Board of Directors,

CASEY M. NAULT,
Senior Vice President, General Counsel and Secretary
Coeur Mining, Inc.
104 S. Michigan Ave.
Suite 900
Chicago, Illinois 60603
March 28, 2018

Table of Contents

PROXY STATEMENT SUMMARY

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Coeur Mining, Inc. (“Coeur” or the “Company”) of proxies of stockholders for shares to be voted at our Annual Stockholders’ Meeting (the “Annual Meeting”) and any and all adjournments thereof. This proxy statement and the accompanying proxy are first being made available to our stockholders on or about March 28, 2018.

This summary highlights information contained elsewhere in this proxy statement. This is only a summary, and we encourage you to read the entire proxy statement carefully before voting. For more complete information regarding our 2017 operating and financial performance, please also review our Annual Report to Stockholders for the year ended December 31, 2017 (our “Annual Report”).

Annual Meeting

Voting Matters

2017 and Q1 2018 Performance Highlights

During 2017, we delivered on our commitment to Pursue a Higher Standard. Our efforts to operate safely and responsibly, invest in our existing assets and near-mine exploration, upgrade the quality of our portfolio and bolster the strength and flexibility of our balance sheet are showing positive results that we believe will provide long-term value for our stockholders.

	PROTECT – Our People, Places, Planet
		No environmental violation notices or monetary penalties     55% reduction in reportable spills compared to 2016 and nearly 67% reduction since 2013     Continued to perform concurrent reclamation activities at our mines, restoring the land as we mine other areas
		50% reduction since 2012 in Total Reportable Injury Frequency Rate, a key safety metric in the mining industry     Increased contractor safety training, including for third-party contractors at our sites
		Our Rochester mine was named the safest medium-size surface operation in Nevada by the Nevada Mining Association and the second safest open pit mine in the U.S. by the Mine Safety and Health Administration     Our Palmarejo mine in Mexico has consistently been awarded the Clean Industry Certificate (Certificado de Industria Limpia), and a recertification is pending in 2018. Palmarejo has also received the Corporate Social Responsbility (Empresa Socialmente Responsible) award for nine consecutive years
		Through sustainable development and actions, Coeur continued to support initiatives that addressed community needs and maintained or proactively pursued key partnerships with strong and positive community relations

	DEVELOP – Quality Resources, Growth, Plans
		Our investment in expected high-return growth opportunities accelerated, with capital expenditures in 2017 increasing 45% compared to 2016     Repositioning and investment at the Palmarejo complex resulted in our long-term production milestone of 4,500 tons per day being reached one quarter ahead of schedule including through the successful ramp-up of a second underground mine, a 64% year-over-year increase in silver equivalent (“AgEq”)(1) production and $110 million in free cash flow(1)     Completed and commissioned the Stage IV leach pad on time at our Rochester mine after three years of permitting and ten months of construction, allowing for increased scale and efficiency     Developed and began to mine the high-grade Jualin deposit at the Kensington mine

2017 Executive Compensation Highlights (p. 43)

In 2017, our executive compensation programs demonstrated strong alignment with stockholder returns. Coeur performed at the 80^th percentile among peers in three-year relative total stockholder return (“TSR”), which was a key driver in the 150% payout on performance shares for the three-year period ended December 31, 2017. In addition, Coeur delivered strong performance against strategic goals designed to create long-term stockholder value, resulting in above-target Annual Incentive Plan (“AIP”) payouts for 2017.

At our 2017 Annual Meeting, our stockholders showed strong support for our executive compensation program with over 97% of the votes cast for the approval of the “say-on-pay” proposal.

In 2017, our Compensation Committee continued to place a large proportion of the compensation of our Named Executive Officers (“NEOs”) at risk in order to align pay with performance. The graphs below illustrate the proportion of target total direct compensation opportunity in 2017 (base salary, target AIP, and target Long-Term Incentive Plan (“LTIP”) opportunity) that is variable and “at risk” for our CEO and our other NEOs (on an average basis). In 2017, as shown in the charts below, variable pay as a percentage of total direct compensation was 80% and 74% for our CEO and other NEOs (average), respectively, consistent with our peers, demonstrating that our pay-for-performance compensation philosophy aligns executive pay with creation of long-term value for our stockholders.

Peer group described in “Compensation Discussion and Analysis—Peer Groups” on page 52. Data is from public filings for fiscal year 2016.

Corporate Governance Highlights (p. 12)

Board Refreshment & Director Nominees (p. 12)

The following tables provides summary information about each director nominee. In 2018, we demonstrated our commitment to Board refreshment and diversity by adding two new qualified directors, Jessica L. McDonald and Eduardo Luna, resulting in a reduction of average director tenure to less than nine years. You can read more about the qualifications of Ms. McDonald and Mr. Luna as well as the rest of our directors below and beginning on page 12. The Board recommends a vote “FOR” each of the directors.

(C) denotes the Chair of each committee

Key Qualifications of our Directors (p. 12)

Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the membership criteria summarized in “Director and Nominee Experience and Qualifications” beginning on page 12. The following table provides summary information about the skills and qualifications of our Board.

Stockholder Engagement (p. 25) & Corporate Social Responsibility (p. 26)

In 2017, Coeur continued to actively engage with all relevant stakeholders, including our stockholders. We reached out to stockholders representing 64% of our aggregate outstanding shares (as of June 30, 2017) to engage on issues including corporate governance and executive compensation. Coeur continued to support initiatives that addressed community needs and proactively engaged in key partnerships to foster strong positive community relations. Finally, we continued to invest in our health and safety programs, achieved industry-leading safety performance and received prestigious safety awards in 2017.

COEUR MINING, INC.
PROXY STATEMENT

2018 ANNUAL MEETING
MAY 8, 2018

General Information

When and where is the Annual Meeting?

The Annual Stockholders’ Meeting (the “Annual Meeting”) will be held on Tuesday, May 8, 2018, at 10:30 a.m., local time, at the Four Seasons Hotel, 57 East 57th Street, New York, New York 10022.

Who is entitled to vote at the Annual Meeting? What is the Record Date?

All stockholders of record as of the close of business on March 13, 2018 (the “Record Date”) are entitled to vote at the Annual Meeting and any adjournment or postponement thereof upon the matters listed in the Notice of Annual Meeting. Each stockholder is entitled to one vote for each share held of record on that date. As of the close of business on the Record Date, a total of 186,219,222 shares of our common stock were outstanding.

What is the difference between a stockholder of record and a stockholder who holds in street name?

If your shares of Coeur common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record, and these proxy materials are being sent directly to you from the Company.

If your shares of Coeur common stock are held in “street name”, meaning your shares of Coeur common stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of these shares, and these proxy materials are being forwarded to you by your broker, banker or other nominee, who is considered the stockholder of record with respect to such shares. As the beneficial owner of Coeur common stock, you have the right to direct your broker, bank or other nominee on how to vote, and you will receive instructions from your broker, bank or other nominee describing how to vote your shares of Coeur common stock.

How do I inspect the list of stockholders of record?

A list of the stockholders of record as of the Record Date entitled to vote at the Annual Meeting will be available at the Annual Meeting.

Why did I receive a notice in the mail regarding the internet availability of proxy materials?

In accordance with the rules of the SEC, instead of mailing to stockholders a printed copy of our proxy statement, Annual Report and other materials (the “proxy materials”) relating to the Annual Meeting, Coeur may furnish proxy materials to stockholders on the internet by providing a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to inform stockholders when the proxy materials are available on the internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of Coeur’s proxy materials, as well as how to submit your proxy, over the internet. The proxy materials are available at www.proxyvote.com.

Will I get more than one copy of the notice or proxy materials if multiple stockholders share my address?

When multiple stockholders have the same address, the SEC permits companies and intermediaries, such as brokers, to deliver a single copy of certain proxy materials and the Notice of Internet Availability to them. This process is commonly referred to as “householding”. We do not participate in householding, but some brokers may for stockholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice of Internet Availability or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise. If, at any time, you would prefer to receive a separate copy of the Notice of Internet Availability or proxy materials, or if you share an address with another stockholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. We promptly will deliver to a stockholder who received one copy of the Notice of Internet Availability or proxy materials as the result of householding a separate copy upon the stockholder’s written or oral request directed to our investor relations department at (312) 489-5800, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603. Please note, however, that if you wish to receive a paper proxy card or other proxy materials for purposes of this year’s Annual Meeting, you should follow the instructions provided in the Notice of Internet Availability.

What does it mean to give a proxy?

The persons named on the proxy card (the “proxy holders”) have been designated by the Board to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of Coeur. They will vote the shares represented by each properly executed and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, the shares represented by the proxy will be voted “FOR” each nominee in Proposal 1 and “FOR” Proposals 2, 3 and 4 in accordance with the recommendations of the Board as described in this proxy statement. If any other matter properly comes before the Annual Meeting or any adjournment or postponement thereof, the proxy holders will vote on that matter in their discretion.

How do I vote?

If you are a holder of shares of Coeur common stock, you can vote by telephone or on the internet 24 hours a day through 11:59 p.m. (Central Time) on the day before the Annual Meeting date. If you are located in the United States or Canada and are a stockholder of record, you can submit a proxy for your shares by calling toll-free 1-800-690-6903. Whether you are a stockholder of record or a beneficial owner, you can also submit a proxy for your shares by internet at www.proxyvote.com. Both the telephone and internet systems have easy to follow instructions on how you may submit a proxy for your shares and allow you to confirm that the system has properly recorded your proxy. If you are submitting a proxy for your shares by telephone or internet, you should have in hand when you call or access the website, as applicable, the Notice of Internet Availability or the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you submit a proxy by telephone or internet, you do not need to return your proxy card to the Company. A telephone or internet proxy must be received no later than 11:59 p.m. (Central Time) on the day before the Annual Meeting date.

If you have received, by request, a hard copy of the proxy card or voting instruction card, and wish to submit your proxy by mail, you must complete, sign and date the proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.

While the Company encourages holders of common stock to vote by proxy, you also have the option of voting your shares of common stock in person at the Annual Meeting. If you are a stockholder of record of common stock, you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below.

How can I revoke a proxy or change my vote?

If you are a stockholder of record of Coeur common stock, you may change your vote or revoke your proxy at any time prior to the voting at the Annual Meeting:

If you are a beneficial owner of Coeur common stock and have instructed a broker, bank or other nominee to vote your shares, you may follow the directions received from your broker, bank or other nominee to change or revoke those instructions.

How many shares must be represented in person or by proxy to hold the Annual Meeting?

A majority of the voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, represented at the meeting in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

What is a broker non-vote?

A broker non-vote occurs when a broker or other nominee that holds shares on behalf of a street name stockholder does not vote on a particular matter because it does not have discretionary authority to vote on that particular matter and has not received voting instructions from the street name stockholder.

Under the rules of the New York Stock Exchange, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on routine matters but not on non-routine matters. If you hold your shares in street name, it is critical that you cast your vote if you want it to count for non-routine matters as described in the table below. Broker non-votes and abstentions by stockholders from voting (including brokers holding their clients' shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, because broker non-votes and abstentions are not considered “votes cast” under Delaware law, they will have no effect on the approval of non-routine matters.

Who will tabulate the vote?

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspectors of election appointed by us for the meeting.

Who bears the cost of this proxy solicitation?

We will bear the cost of soliciting proxies. Proxies may be solicited by directors, officers or regular employees in person or by telephone or electronic mail without special compensation. We have retained Morrow Sodali LLC, Stamford, Connecticut, to assist in the solicitation of proxies. Morrow Sodali LLC’s fee will be $8,000, plus out-of-pocket expenses.

Do stockholders have dissenters’ rights?

Pursuant to applicable Delaware law, there are no dissenters’ or appraisal rights relating to the matters to be acted upon at the Annual Meeting.

Votes Required to Approve the Proposals:

	Please cast your vote as soon as possible by:
		Using the Internet at www.proxyvote.com		Calling toll-free from the United States, U.S. territories and Canada to 1 800-690-6903
		Mailing your signed proxy or voting instruction form		Attending the Annual Meeting in person

CORPORATE GOVERNANCE

PROPOSAL NO. 1: ELECTION OF DIRECTORS

What am I voting for?

Director and Nominee Experience and Qualifications

Coeur is a precious metals mining company that owns and operates mines in several jurisdictions. The management of our business requires the balancing of many considerations, including strategic and financial growth and building long-term value for our stockholders, the cyclicality of commodities prices, the health and safety of our employees and business partners, environmental stewardship, building positive relationships with the communities in which we operate, ensuring compliance with laws and regulations in a heavily-regulated industry, and maintaining leading corporate governance and disclosure practices. Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business, together with relevant technical skills or financial acumen that demonstrates an understanding of the financial and operational aspects and associated risks of a large, complex organization like Coeur. Accordingly, the Board and the Nominating and Corporate Governance Committee (“NCGC”) consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs.

As set forth in our Corporate Governance Guidelines, membership criteria include items relating to ethics, integrity and values, sound business judgment, strength of character, mature judgment, 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. The Board and the NCGC have not formulated any specific minimum qualifications, but rather consider the factors described above. For incumbent directors, past performance and term of service on the Board are also considered. Among other things, the Board has determined that it is important to have individuals with the following skills and experiences on the Board:

	Current or Former CEO     Directors with experience in significant leadership positions possess strong abilities to motivate and develop people and understand the complexities and challenges of managing a large organization		Project Development/Management     The mining business is project intensive. Coeur benefits by having directors who have experience through the entire lifecycle of acquiring, developing and managing large and complex projects
	Geology/Natural Resources     Board experience identifying, proving and extracting resources enables the Board to understand our business and strategy better		Health, Safety and Environmental     Relevant because operating safely and protecting the environments in which we operate is our highest priority and critical to the success of our business
	Gender Diversity     We value a Board that reflects the diversity of our workforce and communities		Capital Markets Experience     Facilitates analysis and understanding of proposed capital markets transactions, including risks and the impact to our existing capital structure
	Legal     Facilitates assistance with the Board’s oversight of our legal and compliance matters		Mining/Extractive Industry     Relevant given the industry in which we operate
	Economic Trends and Policies     An understanding and awareness of economic trends and policies is critical since we mine and sell commodities and strive to maintain a strong and flexible balance sheet, and therefore have significant exposure to macroeconomic trends and changes in the economic policies of central banks and governments		U.S. Public Company Board Service     As a U.S.-based and New York Stock Exchange (“NYSE”)-listed company, Directors who have experience serving on other U.S. public company boards generally are well prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management in the context of U.S. public company regulation and governance structures
	Government/Regulatory Affairs     We operate in a heavily regulated industry that is directly affected by governmental actions at the local, state and federal levels in the United States, Mexico and Canada

Board Composition and Refreshment

The Board seeks to identify and retain directors with deep knowledge and experience in the mining and natural resources sectors while also including an appropriate number of directors with perspectives from other industries and experience. The mining sector, particularly precious metals mining, is cyclical, and stockholders and management benefit from the perspectives and experience of directors who have led firms through several full business cycles. For instance, six of our ten directors have executive experience in the mining/extractive sector or natural resources sectors while others bring significant business, risk management and financial experience, including our Chairman, who has extensive experience in the home building industry, which is a capital-intensive and cyclical business not unlike precious metals mining. Directors who have served on the Board for an extended period of time also provide important insight based on industry experience and a deep understanding of our long-term plans and strategic objectives.

For these reasons, the Board does not have a mandatory retirement age. The Board believes that directors should be evaluated on their unique perspective and experience and ability to contribute to the Board and is focused on maintaining a balance between longer-serving directors with significant Coeur institutional knowledge and newer directors with complementary skills and expertise allows for natural turnover and an appropriate pace of Board refreshment.

As part of the Board’s ongoing efforts to seek this balance of skills, experience and tenure, in February 2018, the Board elected two new Directors, Jessica L. McDonald and Eduardo Luna, to our Board, and both are nominated for election at the Annual Meeting. Each is highly qualified, adds to the diversity of experience of our Board including valuable operating and government affairs experience in Mexico, where our largest mine is located, and British Columbia, Canada, where the newly-acquired high-grade Silvertip mine is located. You can read more about their qualifications starting on page 12 and about our nomination process on page 13.

If all of the nominees are elected to the Board, the average tenure of the directors will be less than nine years, a 12% reduction from the 2017 Annual Meeting.

Director Nomination Process

The NCGC reviews and makes recommendations regarding the composition and size of the Board. In identifying director candidates from time to time, the NCGC may establish specific skills and experience that it believes we should seek in order to constitute a balanced and effective Board. The NCGC assesses new director candidates and incumbent directors against the key director qualifications identified by the Board as our needs evolve and change over time.     The Board considers candidates identified by search firms it retains or consults with periodically, recommended by current directors and stockholders, and through other methods.     In 2017, against the backdrop of the growing importance of the Palmarejo complex in Mexico within the Company’s portfolio of mines and the acquisition of the Silvertip mine in British Columbia, Canada, the Board determined that adding new directors with relevant experience in hard rock mining and Mexico and British Columbia government relations and regulatory matters would benefit the Board. After consulting several outside parties, Mr. Luna and Ms. McDonald were identified among a small group of candidates as individuals who possessed the specific criteria described above. Mr. Luna and Ms. McDonald also possessed many of the other key skills and experiences discussed on page 12 in “Director and Nominee Experience and Qualifications”. Over a period of several months, our Chairman and our CEO carefully assessed the candidacies of Mr. Luna and Ms. McDonald through a series of meetings and conversations with the candidates and with others who know the candidates and could provide valuable perspective on them. The candidates then met with the entire Board and senior management team in conjunction with a regular Board meeting in late 2017, and all directors had an opportunity to have follow-up conversations and meetings with the candidates in the following weeks. In addition, Coeur conducted a formal background check and discussed each candidate with references who were provided by the candidate and with other individuals who had experience working with or were otherwise familiar in a professional context with Mr. Luna or Ms. McDonald. After careful consideration by the NCGC and the Board, the candidacies of Mr. Luna and Ms. McDonald were recommended and approved, and the new directors were elected by the Board effective February 9, 2018.     The NCGC has adopted a policy pursuant to which significant long-term stockholders may recommend a director candidate. See page 25 for more details.
Evaluation Process for Current Directors
Before recommending an incumbent director for re-nomination, the committee considers each incumbent director’s experience, qualifications and past tenure and contributions to the Board. The committee’s annual review of existing directors includes the following considerations:
► Key Attributes – Representing the interests of stockholders; assessing major risks facing the Company; ensuring processes are in place for maintaining the integrity of the Company, its financial statements, its compliance with law and ethics, its relationships with third parties, and its relationships with other stakeholders; and selecting, evaluating, retaining and compensating a well-qualified CEO and overseeing succession planning.
► Independence – Considering whether the interests or affiliations of a director are not in compliance with applicable laws or stock exchange requirements or could compromise the independence and integrity of an independent director’s service on behalf of stockholders, including the director’s relationships with the Company that would interfere with the director’s exercise of independent judgment.
► Commitment and Performance – Willingness and ability to devote the time necessary to serve as an effective director.

In addition, the Board and each of its committees conduct an annual self-evaluation process to evaluate its effectiveness in fulfilling its obligations. This process involves a discussion during an in-person meeting by the Board and each committee of directors’ observations arising from questions provided in advance of the meeting as well as one-on-one meetings between Mr. Mellor, Chairman of the Board, and each director, covering Board and committee composition, organization and effectiveness of meetings and communication, each director’s personal contribution to the Board and committees he or she serves, effectiveness of the Board and committees in executing their responsibilities, controls and ethics of the Board and its committees, and sufficiency of the level of internal and external support provided to the Board and its committees.

In 2017 the Board enhanced its self-evaluation process by bringing in a third party to facilitate the Board’s self-evaluation discussion. Key actions arising from the self-evaluation process included a focus on adding relevant skills and experience to the Board, which culminated in the election of Ms. McDonald and Mr. Luna, and allocation of more time to executive sessions during Board meetings.

Majority Vote Standard for the Election of Directors

According to our Bylaws, in an uncontested election, each director will be elected by a vote of the majority of the votes cast, which means 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 must tender his or her resignation. The NCGC will then make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken, taking into account all of the relevant facts and circumstances. The director who has tendered his or her offer of resignation will 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, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests them.

Nominees

The ten individuals named below have been nominated 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. All of the nominees were elected to the Board at the 2017 Annual Meeting, with the exception of Ms. McDonald and Mr. Luna, who were elected to the Board in February 2018. Proxies will be voted at the Annual Meeting FOR the election of each of the ten persons named below unless marked AGAINST or ABSTAIN. 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.

Robert E. Mellor
Age: 74     Director Since: 1998	Experience:
		►	Former Chairman, Chief Executive Officer and President of Building Materials Holding Corporation (distribution, manufacturing and sales of building materials and component products) from 1997 to January 2010, director from 1991 to January 2010
		►	Member of the board of directors of Monro Muffler/Brake, Inc. (auto service provider) since August 2010, as independent Chairman of the board of directors since June 2017 and as lead independent director from April 2011 to June 2017
		►	Member of the board of directors of CalAtlantic Group, Inc. (national residential home builder) from October 2015 to February 2018, when CalAtlantic was acquired by Lennar Corporation; member of the board of directors of The Ryland Group (national home builder, merged with another builder to form CalAtlantic) from 1999-October 2015
		►	Former member of the board of directors of Stock Building Supply Holdings, Inc. (lumber and building materials distributor) from March 2010 until December 2015 when it merged with another company
	Education:
		►	Earned a Bachelor of Arts degree in Economics from Westminster College (Missouri) and a Juris Doctor from Southern Methodist University School of Law
	Expertise:
		►	As the former Chairman and Chief Executive Officer of Building Materials Holding Corporation, Mr. Mellor brings to the Board leadership, risk management, talent management, operations, capital markets, mergers & acquisitions and strategic planning experience.
		►	Mr. Mellor also brings to the Board public company board experience through his service on the board of Monro Muffler/Brake, Inc., and former service with CalAtlantic Group, Inc., The Ryland Group, Inc. and Stock Building Supply Holdings, Inc.

Meeting Attendance

Our Board met nine times during 2017. Each incumbent director who served in 2017 attended at least 75% of the meetings of the Board and committees on which he or she served, other than Kevin Crutchfield who, due to a family medical emergency, missed a set of Board and committee meetings that occurred on two consecutive days. Notwithstanding Mr. Crutchfield’s inability to attend those meetings, before the meetings he and our CEO discussed the key agenda items at length with Mr. Crutchfield providing his thoughts and feedback.

We have a policy that encourages directors to attend each annual meeting of stockholders, absent extraordinary circumstances. All directors then in office attended the 2017 Annual Meeting.

Committees of the Board of Directors

The Board has established an Audit Committee, a Compensation Committee, a NCGC and an Environmental, Health, Safety and Social Responsibility (“EHSSR”) Committee. Each committee functions under a written charter adopted by the Board, copies of which are available on the Corporate Governance page of our website, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. In addition, the Board has established an Executive Committee in accordance with our Bylaws, the relevant provisions of which are available on the Corporate Governance page of our website, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests them.

The current members, responsibilities and the number of meetings held in 2017 of each of these committees are shown below:

Audit Committee     Committee Members     Linda L. Adamany  Randolph E. Gress Jessica L. McDonald John H. Robinson J. Kenneth Thompson     Number of meetings in 2017: 8	Responsibilities
	Reviewing and reporting to the Board with respect to the oversight of various auditing and accounting matters and related key risks, including:
	►	The selection and performance of our independent registered public accounting firm;
	►	The planned audit approach;
	►	The nature of all audit and non-audit services to be performed;
	►	Accounting practices and policies; and
	►	The performance of the internal audit function.
	Independence and Financial Literacy
	►	The Board has determined that each member of the Audit Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards and SEC rules.
	►	All members of the Audit Committee satisfy the NYSE’s financial literacy requirements.
	►	The Board has determined that Ms. Adamany is an Audit Committee Financial Expert, as a result of her knowledge, abilities, education and experience.

 _Chair

 _{Audit Committee Financial Expert}

Compensation Committee     Committee Members     John H. Robinson   Kevin S. Crutchfield Sebastian Edwards Robert E. Mellor     Number of meetings in 2017: 6	Responsibilities
	►	Approving, together with the other independent members of the Board, the annual compensation of our CEO.
	►	Approving the annual compensation of the non-CEO executive officers.
	►	Reviewing and making recommendations to the Board with respect to compensation of the directors, our equity incentive plans and other executive benefit plans.
	►	Oversight of risk management of our compensation programs and executive succession planning.
	Independence
	►	The Board has determined that each member of the Compensation Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards, SEC rules and applicable provisions of the Internal Revenue Code.

Nominating and Corporate Governance Committee     Committee Members     Robert E. Mellor   Randolph E. Gress John H. Robinson J. Kenneth Thompson     Number of meetings in 2017: 4	Responsibilities
	►	Identifying and recommending to the Board nominees to serve on the Board.
	►	Establishing and reviewing corporate governance guidelines.
	►	Reviewing and making recommendations to the Board and oversight of risk management with respect to corporate governance matters.
	Independence
	►	The Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

Environmental, Health, Safety and Social Responsibility Committee     Committee Members     J. Kenneth Thompson   Linda L. Adamany Kevin S. Crutchfield Sebastian Edwards Eduardo Luna Jessica L. McDonald     Number of meetings in 2017: 4	Responsibilities
	Reviewing and reporting to the Board with respect to our efforts, results and oversight of key risks in the areas of:
	►	Environmental permitting, compliance and stewardship;
	►	Employee and contractor safety and health; and
	►	Corporate social responsibility and community relations.
	Details of our Health and Safety, Environmental and Corporate Responsibility performance and programs can be found on the Responsibility page of our website, currently www.coeur.com/responsibility/responsibility-overview/.
	Independence and Financial Literacy
	►	The Board has determined that each member of the EHSSR Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

 _Chair

Executive Committee     Committee Members     Robert E. Mellor   Mitchell J. Krebs John H. Robinson J. Kenneth Thompson     Number of meetings in 2017: 0	Responsibilities Acting in the place of the Board on limited matters that require action between Board meetings.

 _Chair

Board Leadership and Independent Chairman

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant. An independent, non-executive Chairman has been determined by the Board to be optimal at the present time because that structure provides independent Board leadership and allows the CEO to concentrate on our business operations. Currently, Mr. Robert E. Mellor serves as independent Chairman of the Board. Mr. Mitchell J. Krebs serves as President, CEO and Director.

The Board and NCGC review the structure of Board and Company leadership as part of its annual review of the succession planning process. The Board believes that a separate Chairman and CEO, together with an Audit Committee, Compensation Committee, NCGC and EHSSR Committee, each consisting entirely of independent directors, is the most appropriate leadership structure for the Board at this time.

Director Independence

The Board has determined that each director other than Mr. Krebs, President and CEO, is independent within the meaning of applicable NYSE listing standards and rules and our independence standards, which are included as part of our Corporate Governance Guidelines. The Board has further determined that the Audit Committee, Compensation Committee, NCGC and EHSSR Committee are composed solely of independent directors and members of the Audit and Compensation Committees satisfy additional, heightened independence criteria applicable to members of those committees under the NYSE listing standards and SEC rules. Consequently, independent directors directly oversee such important matters as our financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs and our health and safety, environmental and community relations programs and compliance.

In determining the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCGC) undertakes a rigorous annual review of the independence of all non-employee directors. Each non-employee director annually provides the Board with information regarding the director's business and other relationships with Coeur and its affiliates, and with senior management and their affiliates, to enable the Board to evaluate the director's independence. In the course of the annual determination of the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCGC) evaluates all relevant information and materials, including any relationships between Coeur and any other company where one of our non-employee directors also serves as a director. In particular, the Board considered the potential impact of the longer tenures on the independence of Messrs. Mellor, Robinson and Thompson. Each director has significant experience serving Coeur in different economic environments and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. Accordingly, the Board has determined that each is independent because each satisfies all applicable legal and stock exchange criteria for independence and continues to be an effective director who fulfills his responsibilities with integrity and independence of thought.

Meetings of Non-Management Directors

Non-management members of the Board regularly hold executive sessions at Board meetings without members of management being present. Robert E. Mellor, the independent Chairman of the Board, presides over each such meeting.

Director Education and Development

Continuing education is provided for all directors through board materials and presentations, discussions with management, visits to our sites and other sources. In 2017, directors were provided concentrated educational and development programs at Board meetings about mining exploration, cybersecurity, and Board fiduciary duties. Several of our directors also attended programs focused on topics that are relevant to their duties as a director, including corporate governance and succession planning.

Policy Regarding Director Nominating Process

The NCGC has adopted a policy pursuant to which a stockholder who has owned at least 1% of our outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the Board either as a result of a director resignation or an increase in the size of the Board. Such recommendation must be in writing addressed to the Chairman of the NCGC at our principal executive offices and must be received by the Chairman at least 120 days prior to the anniversary date of the release of the prior year’s proxy statement. Although the NCGC has not formulated any specific minimum qualifications that it believes must be met by a nominee that the NCGC recommends to the Board, the NCGC will take into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 12. The NCGC would evaluate any stockholder nominee according to the same criteria as a nominee from any other source.

Management Succession Planning

The Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, Compensation Committee and NCGC, including in executive sessions to foster candid conversations. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.

Outreach and Engagement

We view our relationship with our stockholders as a critical part of our corporate governance profile. Among other things, proactive engagement with our stockholders helps us to understand expectations for our performance, maintain transparency, and shape corporate governance and compensation policies. In 2017, we proactively reached out to stockholders representing approximately 64% of our aggregate outstanding shares (as of June 30, 2017) and engaged with all who responded to our invitation to discuss corporate governance and executive compensation matters. This led to focused discussions between senior executives and the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to and discussed with our Board and relevant committees. In 2017 we received and acted upon feedback on topics such as Board gender diversity and refreshment, the importance of incorporating ESG (environmental, social and governance) factors into our long-term business strategy and incentive compensation programs, and the importance of maintaining a majority of our long-term equity incentive program in the form of performance-based awards.

Also in 2017, we conducted meetings and conference calls with investors and analysts, several of which were attended by our Chairman, participated in invitation-only investment conferences, and hosted the 2017 Annual Stockholders’ Meeting. In total in 2017, management conducted 14 presentations, held 145 one-on-one and group meetings with investors, and hosted 6 conference calls with investors and analysts allowing for questions and answers with management. In addition, the Company responded to questions from investors and analysts by telephone and email throughout the year.

We believe this combined approach has resulted in constructive feedback and input from stockholders and we intend to continue these efforts.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics in accordance with NYSE corporate governance standards. In July 2017, we were proud to publish an updated and refreshed Code of Business Conduct and Ethics (the “Code”). We believe the updated Code aligns with our new purpose statement of “We Pursue a Higher Standard” by seeking and delivering a higher standard of honesty, ethics and integrity in every aspect of our business and throughout our organization. Copies of our Corporate Governance Guidelines and updated Code of Business Conduct and Ethics are available on the Corporate Governance page of our website, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. We have previously provided, and intend to provide in the future, amendment information to these documents and any waivers from our Code by posting to our website.

Corporate Social Responsibility

At Coeur, the first component of our purpose statement, We Pursue a Higher Standard, is to protect our people, places and planet. Not only is social responsibility the right thing to do, it is critical to our success. In order to succeed and build long-term value for our stockholders, we must operate our mines safely, in compliance with environmental laws and regulations and in collaboration with local communities.

Our purpose statement is the foundation for our decision making, and health, safety, environmental and social responsibility considerations are interwoven with our strategic planning, from our day-to-day decision making and operations to strategic life of mine decisions in planning, designing, operating and closing our mines.

For health and safety, this means investing sufficient time and resources to establish industry-leading policies and practices. We continuously assess the risks our employees and contractors face at our sites, and we work to mitigate those risks through frequent training, work procedures and other preventative safety and health programs. Our goal is to have zero safety incidents. We believe that leading safety practices and performance will lead to better performance and production at our mines. We achieved a 50% reduction in total reportable injury frequency rate for 2017 as compared to 2012 and a 43% reduction in lost time injury frequency rate over the same period. In 2017, our Coeur Rochester mine was named safest medium-size surface operation in Nevada by the Nevada Mining Association. The Palmarejo complex has received the Clean Industry Certificate (Certificado de Industria Limpia) in 2013 and 2015, and Coeur expects to be recertified during 2018. The Clean Industry Certificate is awarded by the Procuraduria Federal de Proteccion Ambiental, the federal environmental protection enforcement branch of the Secretary of Environmental and Natural Resources in Mexico, and recognizes companies that have gone above and beyond the environmental requirements. Palmarejo has also received the Corporate Social Responsibility (Empresa Socialmente Responsible) award from the Mexican Center for Philanthropy (Centro Mexicano de Filantropia A.C.) for nine consecutive years.

Coeur is committed to environmental excellence for the benefit of our communities, our stockholders and our other stakeholders. We maintain compliance with applicable environmental laws and regulations through policies, risk management and internal controls. Coeur recognizes that we operate in sensitive and biodiverse environments, and we utilize comprehensive environmental controls and management programs to promote safe and protective operations.

We seek to proactively establish and maintain strong and positive relationships with the communities where we operate. We build and maintain these relationships through tailored stakeholder engagement plans that include communication, career opportunities, volunteer opportunities for Coeur employees and donations to local civic, educational and charitable institutions.

We emphasize the importance of health, safety and environmental excellence to our employees by including health, safety and environmental goals in our annual incentive plans applicable to employees in the corporate office and every operating site.

Policy Regarding Stockholder Communications with Directors

Stockholders and other interested persons desiring to communicate with a director, the independent directors as a group or the full Board may address such communication to the attention of our Corporate Secretary, 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603, and such communication will be forwarded to the intended recipient or recipients.

Compensation Consultant Disclosure

The Compensation Committee retained The POE Group Inc. (“The POE Group”) for the 2017 compensation year to provide information, analyses, and advice regarding executive and director compensation, as described below. The POE Group is a compensation consulting firm specializing in executive compensation consulting services, and reported directly to the Compensation Committee.

The POE Group provided the following services for the Compensation Committee during 2017 and early 2018:

At the Compensation Committee’s direction, The POE Group provided the additional services for the Compensation Committee during 2017 and in early 2018:

In the course of conducting its activities, The POE Group attended five of the six meetings of the Compensation Committee during 2017 and presented its findings and recommendations for discussion.

The decisions made by the Compensation Committee are its responsibility and may reflect factors and considerations other than the information and recommendations provided by The POE Group or any other advisor to the Compensation Committee.

The POE Group reported directly to the Compensation Committee and provided no services to Coeur other than executive and non-employee director compensation consulting services at the direction of the Compensation Committee. The POE Group has no other direct or indirect business or relationships with Coeur or any of its affiliates and no current business or personal relationships with members of the Compensation Committee or our executive officers. In addition, in its agreement with the Compensation Committee, The POE Group agreed to advise the Chair of the Compensation Committee if any potential conflicts of interest arise that could cause The POE Group’s independence to be questioned, and not to undertake projects for management except at the request or with the prior consent of the Compensation Committee Chair and as an agent for the Compensation Committee.

In March 2018, the Compensation Committee considered the following six factors with respect to The POE Group: (i) the provision of other services to Coeur by The POE Group; (ii) the amount of fees received from Coeur by The POE Group, as a percentage of the total revenue of The POE Group; (iii) the policies and procedures of The POE Group that are designed to prevent conflicts of interest; (iv) any business or personal relationship of The POE Group with a member of the Compensation Committee; (v) any Coeur stock owned by The POE Group; and (vi) any business or personal relationship of The POE Group with any of our executive officers. After considering the foregoing factors, the Compensation Committee determined that The POE Group was independent and that the work of The POE Group with the Compensation Committee for 2017 did not raise any conflict of interest.

During 2017, Coeur management engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) to advise on certain aspects of Coeur’s executive compensation program. Coeur management relied on and incorporated some of Semler Brossy’s work in connection with analysis and recommendations it presented to the Compensation Committee.

Risk Oversight

The Board is responsible for overseeing management’s mitigation of the major risks facing Coeur, including but not limited to management succession planning, strategic asset portfolio optimization, major project execution, health, safety, environmental and social responsibility risks, cybersecurity, commodity price volatility, public policy and regulatory changes, balance sheet management and access to capital. In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the EHSSR Committee, the Compensation Committee and the NCGC.

In performing their oversight responsibilities, each of these committees periodically discusses with management our policies with respect to risk assessment and risk management and reports to the Board regularly on matters relating to the specific areas of risk the committee oversees.

Throughout the year, the Board and relevant committees each receive reports from management regarding major risks and exposures facing Coeur and the steps management has taken to monitor and control such risks and exposures. The Board also dedicates a portion of their meetings to reviewing and discussing specific risk topics in greater detail and providing input on risk mitigation and compliance enforcement.

Compensation Committee Role in Risk

The Compensation Committee has conducted an analysis of the current risk profile of our compensation programs. The risk assessment included a review of the primary design features of our compensation programs and the process for determining executive and employee compensation. The risk assessment identified numerous ways in which our compensation programs potentially mitigate risk, including:

In addition, Coeur has a clawback policy providing for the recovery of incentive payments to executive officers in certain circumstances, which further mitigates risk.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2017 or as of the date of this proxy statement is or has been an officer or employee of Coeur, and no executive officer of Coeur served on the compensation committee or board of any company that employed any member of the Compensation Committee or Board during that time.

Audit and Non-Audit Fees

Grant Thornton LLP served as our independent registered public accounting firm for the fiscal year ended 2017. The following table presents fees for professional services rendered by Grant Thornton for 2017 and 2016.

None of the services described above were approved by the Audit Committee under the de minimis exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

Audit Committee Policies and Procedures for Pre-Approval of Independent Auditor Services

The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of the engagement of our independent auditor to perform audit services, as well as permissible non-audit services, for us. The nature of the policies and procedures depend upon the nature of the services involved, as follows:

Our Chief Financial Officer is responsible for tracking all independent auditor fees against the budget for such services and reports at least annually to the Audit Committee. The Audit Committee Chair has been delegated pre-approval authority to address any approvals for services requested between Audit Committee meetings.

PROPOSAL NO. 2: APPROVE THE ADOPTION OF THE COEUR MINING, INC. 2018 LONG-TERM INCENTIVE PLAN

What am I voting for?

On March 5, 2018, Coeur’s Board adopted the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (the “2018 LTIP”) and recommended submitting the 2018 LTIP to stockholders for approval. As of December 31, 2017, there were 2,204,419 shares available for issue under our 2015 Long-Term Incentive Plan (the “2015 LTIP”), and we anticipate that our equity-based compensation needs will soon exceed the remaining shares available. Adoption of the 2018 LTIP is necessary to increase the share pool available for equity-based compensation and allow us to be able to continue delivering a majority of total direct compensation to executives in the form of equity incentives directly aligned with stockholders. The adoption of the 2018 LTIP is contingent upon approval by stockholders at the Annual Meeting. The Board believes our interests are best advanced by providing equity-based incentives to certain individuals responsible for our long-term success by encouraging such persons to remain in the service of Coeur and to align the financial objectives of such individuals with those of our stockholders.

We currently administer our equity-based compensation programs under the 2015 LTIP. We also have equity awards outstanding under the Coeur d’Alene Mines Corporation 2005 Non-employee Directors’ Equity Incentive Plan (the “Prior Plan” and together with the 2015 LTIP, the “Existing Plans”). No new awards may currently be granted under the Prior Plan.

The 2018 LTIP, if approved, will provide for the issuance of up to 11,204,419 shares pursuant to awards granted on or after December 31, 2017, which as of the record date represents approximately 6.0% of Coeur’s outstanding common stock and represents an increase of 9,000,000 shares from the number of shares available for issuance pursuant to new awards under the 2015 LTIP as of December 31, 2017.

Other Key Features of the 2018 LTIP

Why You Should Vote for the 2018 LTIP

The Board recommends that our stockholders approve the 2018 LTIP because it believes appropriate equity incentives are important to attract and retain the best employees and non-employee directors, to link incentive reward to company performance, to encourage employee and director ownership in Coeur, and to align the interests of participants with those of our stockholders. The approval of the 2018 LTIP will enable us to continue to provide such incentives; without approval we may be faced with the challenge of attracting and retaining the best talent needed to achieve our future business objectives. If the plan is not approved, we may need to increase our use of cash compensation, which may negatively impact our liquidity and desired alignment with stockholder interests that the 2018 LTIP has been designed to achieve.

Company Considerations

When approving the 2018 LTIP, the Board and the Compensation Committee considered various factors:

The sections below explain these four considerations:

Potential Dilution.

Coeur measures annual dilution as the total number of shares subject to equity awards granted less cancelations and other shares returned to the reserve, divided by total common shares outstanding at the end of the year. Our total annual dilution under our existing equity incentive plans for 2017 was 2.8% and our three-year average annual dilution for the three most recently completed years was 2.7%.

Burn Rate.

We actively manage our long-term dilution by reviewing our burn rate at least annually. Burn rate is another measure of dilution that shows how rapidly a company is depleting its share reserve for equity compensation plans. Burn rate differs from annual dilution, because it does not take into account cancellations and other shares returned to the reserve. Please see the table below for our historic burn rate under the 2015 LTIP:

The three-year average burn rate (calculated from 2015 to 2017) is 1.3%.

Overhang.

An additional metric that we use to measure the cumulative impact of our equity program is overhang (number of shares subject to equity awards outstanding but not exercised or settled, plus number of shares available to be granted, divided by total common shares outstanding at the end of the year). Our overhang as of December 31, 2017 was 4.0%. If the 2018 LTIP is approved, our overhang as of that date would increase to 8.8%.

Historical Grant Practices.

In 2015, 2016 and 2017 Coeur made equity award grants under the Existing Plans totaling approximately 2,299,705 shares, 3,389,074 shares and 1,130,198 shares, respectively. We estimate, based on historical grant dates, that the availability of 11,204,419 shares under the 2018 LTIP for awards granted after December 31, 2017 would provide a sufficient number of shares to enable us to continue to make awards at historical average annual rates for three to four years. In approving the share pool under the 2018 LTIP, the Compensation Committee determined that reserving shares sufficient for three to four years of new awards at historical grant rates is in line with the practice of our peer public companies.

The following are the factors that were material to the evaluation of the Board and Compensation Committee, in determining acceptable levels of dilution: competitive data from relevant peer companies, the current and future accounting expense associated with our equity award practices, and the influence of stockholder advisory firms like Institutional Stockholder Services (“ISS”). Our equity programs are revisited at least annually and assessed against these (and other) measures.

Key Data

The following table includes information regarding all of our outstanding equity awards and shares available for future awards under our equity plans and equity award agreements as of December 31, 2017:

Summary of the 2018 LTIP

The following is a description of the material features of the 2018 LTIP. The complete text of the 2018 LTIP is attached hereto as Appendix B to this proxy statement. The following discussion is qualified in all respects by reference to Appendix B.

Purpose

The purpose of the 2018 LTIP is to advance our interests by providing for the grant to participants of stock-based and other performance-based compensation.

Eligibility

The Compensation Committee selects participants from among employees and directors of Coeur, its subsidiaries and its affiliates. Eligibility for options intended to be incentive stock options (“ISOs”) is limited to employees of Coeur or certain affiliates. As of December 31, 2017, approximately eighty-two employees and seven non-employee directors (effective February 9, 2018, the Board increased its size to ten members and appointed two new non-employee directors to the Board to fill the vacancies created by such increase) would be eligible to participate in the 2018 LTIP.

Share Reserve

Subject to stockholder approval, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2018 LTIP is 11,204,419, plus any shares of common stock subject to awards made under the Existing Plans as of the date of approval by stockholders that subsequently cease to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of common stock), and reduced by any shares of common stock subject to awards granted under the 2015 LTIP granted after December 31, 2017. Any shares of common stock issued pursuant to options or stock appreciation rights under the 2018 LTIP (or under the 2015 LTIP after December 31, 2017) will be counted against this limit on a one-for-one basis and any shares of common stock issued pursuant to awards under the 2018 LTIP (or under the 2015 LTIP after December 31, 2017) other than options or stock appreciation rights will be counted against the above limit as 1.5 shares for every one share issued pursuant to such award. The share reserve is subject to adjustments to reflect stock dividends, stock splits or combination of shares, recapitalization or other changes in our capital structure and certain transactions as provided in the 2018 LTIP.

Shares of common stock issued under the 2018 LTIP may be authorized but unissued shares of common stock or previously issued common stock acquired by Coeur. Shares of common stock underlying awards which expire or otherwise terminate, or become unexercisable without having been exercised or which are forfeited to or repurchased by us due to failure to vest will again become available for grant under the 2018 LTIP. Additionally, shares that are withheld by Coeur in satisfaction of tax withholding with respect to an award other than stock options or SARs, and any shares of common stock underlying awards settled in cash will also become available for grant under the 2018 LTIP. Any shares of common stock that again become available for grant shall be added back as one share if such shares were subject to options or stock appreciation rights, and as 1.5 shares if such shares were subject to awards other than options or stock appreciation rights.

Notwithstanding the foregoing, shares of common stock subject to an award may not again become available for grant under the 2018 LTIP (and will not be added to the 2018 LTIP in respect of awards under the Existing Plans) if such shares are: (i) shares that were

subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such stock appreciation right, (ii) shares delivered to or withheld by Coeur to pay the exercise price of an option, (iii) shares delivered to or withheld by Coeur to pay the withholding taxes related an option or stock appreciation right, or (iv) shares repurchased on the open market with the proceeds of an option exercise.

Administration

The 2018 LTIP is administered by the Compensation Committee, which has the authority to, among other things, interpret the 2018 LTIP, determine eligibility for, grant and determine the terms of awards under the 2018 LTIP, and to do all things necessary or appropriate to carry out the purposes of the 2018 LTIP. The Compensation Committee’s determinations under the 2018 LTIP are conclusive and binding.

Individual Limits

The maximum number of shares for which awards may be granted under the 2018 LTIP to any person in any calendar year is 1,500,000 shares. The maximum cash amount payable pursuant to an incentive opportunity granted in any calendar year to any person under the 2018 LTIP is $10,000,000. If the 2018 LTIP is approved by stockholders, these new individual award limits will apply to both awards granted after such approval and to awards outstanding as of the date of such approval.

Under the 2018 LTIP, the aggregate number of shares that may be subject to awards granted during any calendar year to any one non-employee director (other than the Chairman of the Board or Lead Director) cannot exceed that number of shares having a fair market value on the date of grant equal to $200,000. Under the 2018 LTIP, the aggregate number of shares that may be subject to awards granted during any calendar year to the Chairman of the Board or Lead Director cannot exceed that number of shares having a fair market value on the date of grant equal to $400,000.

The maximum number of shares of common stock that may be issued in satisfaction of the exercise or surrender of ISOs granted under the 2018 LTIP after the date of stockholder approval is 11,204,419 shares.

Types of Awards

The 2018 LTIP provides for grants of options, SARs, restricted stock, restricted stock units, performance shares, and incentive opportunities. Dividend equivalents may also be provided in connection with awards under the 2018 LTIP, except in the case of an award of options or SARs, for which dividend equivalents will not be provided. In no event will dividend equivalents become payable prior to the vesting of the underlying award to which such dividend equivalents relate.

Stock Options and SARs: The 2018 LTIP provides for the grant of ISOs, non-qualified stock options (“NSOs”), and SARs. The exercise price of an option, and the base price against which a SAR is to be measured, may not be less than the fair market value (or, in the case of an ISO granted to a ten percent stockholder, 110% of the fair market value) of a share of common stock on the date of grant. Our Compensation Committee determines when stock options or SARs become exercisable and the terms on which such awards remain exercisable. Stock options and SARs will generally have a maximum term of ten years.

Restricted Stock: A restricted stock award is an award of common stock subject to forfeiture restrictions.

Restricted Stock Units: A restricted stock unit award is denominated in shares of common stock and entitles the participant to receive stock or cash measured by the value of the shares in the future.

Performance Shares: A performance share is an award of restricted stock or restricted stock units that are subject during specified periods of time to such performance conditions and terms.

Incentive Opportunities: An incentive opportunity is an award denominated in cash pursuant to which the participant may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period.

Repricing Prohibited

The Compensation Committee may not authorize the amendment of any outstanding stock option or SAR to reduce the exercise or base price, and no outstanding stock option or SAR may be cancelled in exchange for other awards, or cancelled in exchange for stock options or SARs having a lower exercise or base price, or cancelled in exchange for cash, without the approval of our stockholders. However, this prohibition does not apply in connection with an adjustment involving a corporate transaction or event as provided in the 2018 LTIP.

Vesting

The vesting of any award granted under the 2018 LTIP will occur when and in such installments and/or pursuant to the achievement of such performance criteria, in each case, as the Compensation Committee, in its sole and absolute discretion, shall determine.

Termination of Service

The Compensation Committee determines the effect of termination of employment or service on an award.

Qualifying Performance Criteria

The 2018 LTIP provides that grants of performance shares may be made based upon, and subject to achieving, “performance objectives” over a specified performance period, which may include the following performance criteria, or derivations of such criteria, either individually, alternatively or in any combination, applied to either Coeur as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, either based upon United States Generally Accepted Accounting Principles (“GAAP”) or non-GAAP financial results, in each case as specified by the Compensation Committee: (i) earnings per share (actual or targeted growth); (ii) economic valued added ; (iii) net income after capital costs; (iv) net income (before or after taxes); (v) return measures (including return on average assets, return on capital, return on equity, or cash flow return measures); (vi) stock price (including growth measures and total stockholder return); (vii) expense targets; (viii) margins; (ix) production levels; (x) cost performance measures, including but not limited to cash and/or all-in sustaining costs of production, and/or costs applicable to sales (in each case on a per ounce, per ton, aggregate or other basis); (xi) earnings before interest, tax, depreciation, and amortization; (xii) capital budget targets; (xiii) budget target measures; (xiv) earnings before interest and taxes ; (xv) revenue; (xvi) cash flow (including operating cash flow); (xvii) reserve replacement; (xviii) resource levels, including but not limited to growth in reserves and resources either on an aggregate or per share basis; (xix) statistical health, safety and/or environmental performance; (xx) growth in gross investments ; (xxi) net asset value (or growth therein); and (xxii) such other criteria as the Compensation Committee shall approve.

Transferability

Awards under the 2018 LTIP may not be transferred except by will or by the laws of descent and distribution, unless (for awards other than ISOs) otherwise provided by the Compensation Committee.

Change in Control

Unless otherwise expressly provided for in an award agreement or another contract, including an employment agreement, in the event of an involuntary termination without cause (as defined in the 2018 LTIP) within twenty-four months following a Change in Control (as defined in the 2018 LTIP), the following shall occur: (i) outstanding stock options and stock appreciation rights shall become fully vested and may be exercised for a period of twelve months following such termination; (ii) outstanding awards subject to qualifying performance criteria, as described above, shall be converted into the right to receive a payment based on performance through a date of the Change in Control, and (iii) outstanding restricted stock and/or restricted stock units (other than those described in clause (ii)) shall become fully vested. In the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding awards upon the Change in Control, immediately prior to the Change in Control, all awards that are not assumed or continued shall be treated as follows effective immediately prior to the Change in Control: (i) outstanding options or stock appreciation rights shall become fully vested and exercisable; (ii) outstanding awards subject to qualifying performance criteria, as described above, shall be converted into the right to receive a payment based on performance through a date of the Change in Control (as determined by the Compensation Committee); and (iii) outstanding restricted stock and/or restricted stock units (other than those described in clause (ii)) shall become fully vested.

Adjustment

In the event of certain corporate transactions (including, but not limited to, a stock dividend, stock split or combination of shares, recapitalization or other change in our capital structure), the Compensation Committee will make appropriate adjustments to the maximum number of shares that may be delivered under and the individual limits included in the 2018 LTIP, and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards, the exercise prices of such awards or any other terms of awards affected by such change. The Compensation Committee may also make the types of adjustments described above to take into account distributions to stockholders and events other than those listed above if it determines that such adjustments are appropriate to avoid distortion in the operation of the 2018 LTIP.

Term

No awards will be made after the tenth anniversary of the 2018 LTIP’s approval by our stockholders at the Annual Meeting, but previously granted awards may continue beyond that date in accordance with their terms. However, grants of ISOs may not be granted after March 5, 2028.

Amendment and Termination

The Compensation Committee may amend the 2018 LTIP or outstanding awards, or terminate the 2018 LTIP as to future grants of awards, except that the Compensation Committee will not be able alter the terms of an award if it would affect materially and adversely a participant’s rights under the award without the participant’s consent (unless expressly provided in the 2018 LTIP or reserved by the Compensation Committee at the time of grant). Stockholder approval will be required for any amendment to the extent such approval is required by law, including the Code or applicable stock exchange requirements.

U.S. Tax Consequences

The following is a brief description of the anticipated federal income tax treatment that generally will apply to awards granted under the 2018 LTIP, based on federal income tax laws in effect on the date of this proxy statement. The exact federal income tax treatment of awards will depend on the specific circumstances of the grantee. No information is provided herein with respect to estate, inheritance, gift, state, or local tax laws, although there may be certain tax consequences upon the receipt or exercise of an award or the disposition of any acquired shares under those laws. Grantees are advised to consult their personal tax advisors with regard to all consequences arising from the grant or exercise of awards, and the disposition of any acquired shares.

Incentive Stock Options

Pursuant to the 2018 LTIP, employees may be granted options which are intended to qualify as ISOs under the provisions of Section 422 of the Code. Generally, the optionee is not taxed and we are not entitled to a deduction on the grant or the exercise of an ISO. If the optionee sells the shares acquired upon the exercise of an ISO (“ISO Shares”) at any time after the later of (a) one year after the date of transfer of shares to the optionee pursuant to the exercise of such ISO and (b) two years after the date of grant of such ISO (the “ISO holding period”), then the optionee will recognize capital gain or loss equal to the difference between the sales price and the exercise price paid for the ISO Shares, and we will not be entitled to any deduction. However, if the optionee disposes of the ISO Shares at any time during the ISO holding period, then (a) the optionee will recognize capital gain in an amount equal to the excess, if any, of the sales price over the fair market value of the ISO Shares on the date of exercise, (b) the optionee will recognize ordinary income equal to the excess, if any, of the lesser of the sales price or the fair market value of the ISO Shares on the date of exercise, over the exercise price paid for the ISO Shares, (c) the optionee will recognize capital loss equal to the excess, if any, of the exercise price paid for the ISO Shares over the sales price of the ISO Shares, and (d) we will generally be entitled to a deduction in an amount equal to the amount of ordinary income recognized by the optionee.

Nonqualified Stock Options

The grant of a nonqualified stock option (“NSO”) is generally not a taxable event for the optionee. Upon exercise of the option, the optionee will generally recognize ordinary income in an amount equal to the excess of the fair market value of the stock acquired upon exercise of the NSO (“NSO Shares”) over the exercise price of such option, and we will be entitled to a deduction equal to such amount. A subsequent sale of the NSO Shares generally will give rise to capital gain or loss equal to the difference between the sales price and the sum of the exercise price paid for such shares plus the ordinary income recognized with respect to such shares.

Stock Appreciation Rights

A grantee is not taxed on the grant of a stock appreciation right. On exercise, the grantee recognizes ordinary income equal to the cash or the fair market value of any shares received. We are entitled to an income tax deduction in the year of exercise in the amount recognized by the grantee as ordinary income.

Restricted Stock, Restricted Stock Units, Performance Shares

Grantees of restricted stock, restricted stock units, and performance shares do not recognize income at the time of the grant. When the award vests or is paid, grantees generally recognize ordinary income in an amount equal to the fair market value of the stock or units at such time, and we will receive a corresponding deduction. However, no later than 30 days after a participant receives an award of restricted stock, the participant may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that the election is made in a timely manner, when the restrictions on the shares lapse, the participant will not recognize any additional income. If the participant forfeits the shares to us (e.g., upon the participant’s termination prior to vesting), the participant may not claim a deduction with respect to the income recognized as a result of the election. Dividends paid with respect to unvested shares of restricted shares generally will be taxable as ordinary income to the participant at the time the dividends are received.

Section 409A

Section 409A imposes an additional 20% income tax, plus, in some cases, a further income tax in the nature of interest, on nonqualified deferred compensation that does not comply with deferral, payment-timing and other formal and operational requirements specified in Section 409A and related regulations and that is not exempt from those requirements. Stock options and SARs granted under the 2018 LTIP are intended to be exempt from Section 409A. The 2018 LTIP gives the Compensation Committee the flexibility to prescribe terms for other awards that are consistent with the requirements of, or an exemption from, Section 409A.

Certain Change of Control Payments

Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change of control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards, may be subject to an additional 20% federal tax and may be non-deductible to Coeur.

Section 162(m)

Due to the Tax Cuts and Jobs Act, there is no longer a performance-based exception to the $1,000,000 deduction limitation under Section 162(m) of the Code. As such, awards granted under the 2018 LTIP may not be exempt from the limits on deductibility under Section 162(m).

New Plan Benefits

Our executive officers and directors have an interest in approval of the 2018 LTIP because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the 2018 LTIP to executive officers cannot currently be determined. Awards granted under the 2018 LTIP to executive officers are within the discretion of the Compensation Committee.

Effectiveness and Required Vote

Approval of the 2018 LTIP requires the vote of a majority of votes cast (i.e., the 2018 LTIP will be approved if the number of votes cast “for” the 2018 LTIP exceeds the number of votes cast “against” it). Under our Bylaws, abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on the outcome of the vote on this proposal. However, for purposes of approval of the 2018 LTIP under NYSE rules, abstentions are treated as votes cast, and, therefore, will have the same effect as a vote “against” the proposal; broker non-votes are not considered votes cast, and, therefore, will not be included in the calculation of the vote under NYSE rules.

PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

What am I voting for?

The Audit Committee, which consists entirely of independent directors, is recommending approval of its appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2018. Grant Thornton LLP served as the Company’s independent registered public accounting firm for the year ended December 31, 2017 and for the 2016 fiscal year after the Audit Committee selected them to replace our former auditor.

In 2016, following over ten years of continuous service by KPMG LLP, the Audit Committee conducted a competitive process to determine the Company's independent registered public accounting firm for the Company’s year ending December 31, 2016. On March 8, 2016, the Audit Committee approved, effective as of that date, the engagement of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2016 and the dismissal of KPMG LLP.

KPMG LLP’s audit reports on the Company’s financial statements for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the years ended December 31, 2015 and 2014, and the subsequent interim period through March 8, 2016, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to KPMG LLP’s satisfaction, would have caused KPMG LLP to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During the years ended December 31, 2015, and 2014, and the subsequent interim period through March 8, 2016, neither the Company nor anyone on its behalf had consulted with Grant Thornton LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report or oral advice was provided to the Company that Grant Thornton LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

As a matter of good corporate governance, a resolution will be presented at the Annual Meeting to ratify the appointment by the Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for the year ending December 31, 2018. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.

The Board has put this proposal before the stockholders because the Board believes that seeking stockholder ratification of the appointment of the independent registered public accounting firm is good corporate practice. If the appointment of Grant Thornton LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.

EXECUTIVE OFFICERS

The following table sets forth certain information regarding our current executive officers.

Mitchell J. Krebs, President, Chief Executive Officer & Director

Age: 46

Mitchell J. Krebs was appointed President, Chief Executive Officer and member of the Board of Directors of Coeur Mining, Inc. in July 2011. Prior to that, Mr. Krebs served as Senior Vice President and Chief Financial Officer from March 2008 to July 2011; Treasurer from July 2008 to March 2010; Senior Vice President, Corporate Development from May 2006 to March 2008; Vice President, Corporate Development from February 2003 to May 2006. Mr. Krebs first joined Coeur in August 1995 as Manager of Acquisitions after spending two years as an investment banking analyst for PaineWebber Inc. Mr. Krebs holds a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and a Master of Business Administration from Harvard University. Mr. Krebs has also served as a member of the board of directors of Kansas City Southern Railway Company since May 2017.

Peter C. Mitchell, Senior Vice President & Chief Financial Officer

Age: 62

Peter C. Mitchell was appointed Senior Vice President and Chief Financial Officer in June 2013. Prior to joining Coeur, Mr. Mitchell served as Chief Financial Officer of Taseko Mines Limited, a Vancouver, B.C.-based mining company, starting in September 2008. In that capacity he led the financial operations of Taseko, including sourcing strategic capital to fund Taseko’s strategic growth plan. Previously, Mr. Mitchell was involved in leading and managing growth in private equity portfolio companies through acquisitions, integrations and greenfield initiatives. His roles included serving as President of Florida Career College, a for-profit college in Fort Lauderdale, Florida, from March 2008 to September 2008; President and Chief Executive Officer of Vatterott Educational Centers, Inc. in St. Louis, Missouri, a for-profit educational company, from 2002 to 2007; Vice Chairman and Chief Financial Officer of Von Hoffmann Corporation in St. Louis, a commercial and educational printing company in St. Louis, Missouri, from 1997 to 2002; Senior Vice President and Chief Financial Officer of Crown Packaging Ltd., an integrated paper packaging company in Seattle, Washington and Vancouver, B.C., from 1993 to 1997; and Vice President and Chief Financial Officer of Paperboard Industries Corporation, a packaging and container manufacturer in Toronto, from 1985 to 1993. None of these prior employers are affiliates of Coeur. Mr. Mitchell is a Chartered Professional Accountant of Canada (CPA-CA) with degrees in Economics (BA) from the University of Western Ontario and Business Administration (MBA) from the University of British Columbia.

SHARE OWNERSHIP

The following table sets forth information, as of the close of business on February 16, 2018 (except as otherwise noted), concerning (i) the beneficial ownership of our common stock by each beneficial holder of more than 5% of our outstanding shares of common stock, (ii) each of our current directors, (iii) each of the named executive officers listed in the 2017 Summary Compensation Table set forth on page 67, and (iv) by all of our current directors and executive officers as a group.

AUDIT COMMITTEE REPORT

The Audit Committee, which consists of Linda L. Adamany (Chair), Randolph E. Gress, Jessica L. McDonald, John H. Robinson and J. Kenneth Thompson, is governed by its charter, a copy of which is available on the Corporate Governance page of our website, currently http://www.coeur.com/company/corporate-governance/. The Board has determined that Linda L. Adamany is an “audit committee financial expert” within the meaning of rules adopted by the Securities and Exchange Commission (the “SEC”). All of the members of the Audit Committee are “independent” as defined in the rules of the SEC and the listing standards of the New York Stock Exchange.

The Audit Committee assists the Board in fulfilling its responsibilities to stockholders with respect to our independent auditors, our internal audit function, our corporate accounting and reporting practices, and the quality and integrity of our financial statements and reports. The Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent auditors and internal audit function.

The Audit Committee discussed with our independent auditors the scope, extent and procedures for the 2017 audit. On a quarterly basis, the Audit Committee meets separately with the Company’s independent public accountants, Grant Thornton LLP, without management present, and the Company’s internal auditors, to discuss the results of their audits and reviews, the cooperation received by the auditors during the audit examination, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The committee also meets separately with the Company’s Chief Financial Officer and General Counsel quarterly and with the Company’s CEO from time to time. Following these separate discussions, the committee meets in executive session.

Management is primarily responsible for our financial statements, reporting process and systems of internal controls. In ensuring that management fulfilled that responsibility, the Audit Committee reviewed and discussed with management the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Discussion topics included the quality and acceptability of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and an assessment of the work of the independent auditors.

The independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed with the independent auditors their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed under applicable standards of the Public Company Accounting Oversight Board (‘PCAOB”), including PCAOB accounting standard 1301. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter as required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, discussed with the independent auditors their independence from us and our management, and considered the compatibility of non-audit services with the auditors’ independence.

Grant Thornton LLP reported to the Audit Committee that:

Based on the reviews and discussions described above, the Audit Committee recommended to the Board (and the Board subsequently approved) the inclusion of the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for filing with the SEC.

In addition, the Audit Committee selected Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. The Board has recommended to our stockholders that they ratify and approve the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

The Audit Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission of complaints by our employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. Reference is made to the Audit Committee’s charter for additional information as to the responsibilities and activities of the Audit Committee.

Audit Committee of the Board of Directors

LINDA L. ADAMANY, Chair
RANDOLPH E. GRESS
JESSICA L. MCDONALD
JOHN H. ROBINSON
J. KENNETH THOMPSON 

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program for our NEOs. The following individuals are our current NEOs and were NEOs in 2017:

This CD&A describes the components of our executive compensation program, provides a discussion of our executive compensation philosophy, the program’s elements, policies and practices, and the impact of Company performance on compensation results. It also describes how and why the Compensation Committee of the Board arrived at specific 2017 executive compensation decisions and the factors the Compensation Committee considered in making those decisions.

This CD&A is divided into five sections:

In this CD&A we use the following terms to describe our operations and results, some of which are non-GAAP financial measures. Please see “Appendix A – Certain Additional Information” for additional information and for any GAAP to non-GAAP reconciliations.

CD&A Summary

Who We Are
Coeur is a well-diversified, growing precious metals producer with five mines in North America. Coeur produces from its wholly-owned operations: the Palmarejo silver-gold complex in Mexico, the Silvertip silver-zinc-lead mine in British Columbia, 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 has interests in several precious metals exploration projects throughout North America.
Coeur’s headquarters are located in Chicago, IL. Coeur employs approximately 2,000 people. We are proud of the jobs we provide, the people we employ and the communities we serve. Coeur identifies the importance of working together to tackle challenges head-on. Together, we welcome new ideas, and leaders who will own and deliver solutions. With 90 years of mining experience, Coeur understands the importance of innovation, responsible mining and collaboration. Coeur strives to integrate sustainable operations and development into our business decisions and strategic goals. We proactively conduct our business with a focus on positively impacting the environment, health and safety, and socioeconomics of the communities in which we do business.

2017 Executive Compensation Strongly Aligned with Performance

Company Performance

2017 was a year of significant accomplishments for Coeur. We completed several significant strategic transactions and important capital projects at our mines, continued environmental, health and safety performance improvements, and significantly strengthened the balance sheet to drive improved operating and financial performance:

Alignment of 2017 Compensation

As highlighted below our 2017 executive compensation programs were aligned with our operational and financial performance and stockholder returns. One-year total stockholder return (“TSR”) in 2017 was negative, but given the 267% peer-leading one-year TSR in 2016, two-year TSR was still 70%, and three-year TSR was 21%, at the 80^th percentile of our peer group.

Our Executive Compensation Philosophy and Objectives

Our Compensation Committee continues to drive strong pay-for-performance alignment in our executive compensation program and ties a substantial portion of executive compensation to the achievement of annual and long-term strategic objectives. The objectives of our executive compensation program are to (i) drive performance against critical strategic goals designed to create long-term stockholder value and (ii) pay our executives at a level and in a manner that attracts, motivates and retains top executive talent. As described in “Stockholder Outreach”, we seek to continuously refine and improve our executive compensation program and practices to ensure consistency with this philosophy.

Our Executive Compensation Practices

Below is a summary of compensation practices we have adopted and practices we avoid because we believe they are not aligned with our executive compensation and corporate governance principles.

Elements of Coeur’s Executive Compensation Program

In 2017, the mix of the components of our executive compensation program were as follows:

Direct Compensation Elements

A substantial majority of executive compensation is variable and “at risk”, demonstrating our strong pay-for-performance alignment.

The variable components of our 2017 executive compensation program are aligned with our strategic objectives and purpose statement.

PROTECT		Zero fatalities TRIFR(1) % reduction	AIP 15%
		No NOVs(2) % reduction in reportable spills
DEVELOP		Three-Year Growth in Reserves and Measured & Indicated Mineralized Material/Share	PSUs(3) 25%
DELIVER		All-in Sustaining Costs Cash Flow     Three-Year Growth in Operating Cash Flow (“OCF”)/Share     Relative Total Stockholder Return	AIP 60% PSUs 75%
		Production	AIP 25%

2017 Total Direct Compensation

In accordance with our pay-for-performance philosophy and executive compensation objectives, the Compensation Committee established the following target values for the elements of total direct compensation for our NEOs in 2017:

2017 Executive Compensation – Realized and Realizable Pay

Given that a substantial portion of NEO compensation is performance-based and, in the case of our long-term incentive plan (“LTIP”), earned over a multi-year period, we believe it is important to consider the actual pay our NEOs receive as compared to the value of compensation disclosed in the SCT on page 67. SCT pay illustrates the target value of equity awards at the beginning of a year or time period but does not account for the final payout of performance shares, if any, or the effect of a changing stock price on the value of time-vesting restricted stock.

Since awards under the Company’s LTIP do not fully vest until after three years, it can be difficult to assess the link between pay and performance by reviewing the SCT alone. For that reason, we also analyze both realized and realizable pay. Realized pay demonstrates the actual impact on executive pay of changes in our share price during the performance period, and realizable pay measures the compensation value that could be realized by executives over a given time period, including outstanding variable components of pay, and taking into account the change in Company stock price during that time.

Realized pay measures the value of compensation received by an individual over a given time period measured as of the dates it is received. Shares of restricted stock that vest during the applicable time period are valued at the date of vesting. Performance shares are valued at the date of payout, if any.

In a realizable pay analysis, unvested restricted shares and performance shares are valued based on Coeur’s closing stock price on the last trading day of 2017, and performance shares are assumed to pay out at target.

The chart on the following page illustrates three-year SCT total compensation compared to three-year realized total compensation and three-year realizable total compensation for our CEO for the 2015-2017 period. The chart demonstrates loss of realized value of variable compensation elements, tracking negative three-year TSR performance for the periods ended 2015 and 2016 and a decreasing stock price. By contrast, strong stock performance since the first quarter of 2016, driven by the successful execution of our multi-year strategic transformation, may result in higher potential compensation results (realizable pay) for the portions of 2015-2017 variable pay components that will vest in 2018-2020.

In the realized pay calculation, the value of restricted stock awarded in prior years and vesting in 2015, 2016 and 2017 was essentially unchanged due to our very low stock price in the first quarter of 2016 when several tranches of CEO restricted stock vested, offset by CEO vestings in 2017 at a higher stock price following 267% TSR during 2016. The realized pay calculation also reflects a loss of 93.7% of the value of the CEO’s performance shares due to forfeiture of almost all of them for the three-year performance periods ended in 2014, 2015 and 2016 and which would have paid out during 2015, 2016 and 2017, caused primarily by weak metals prices and our historical higher cost structure, which we have now significantly improved. There was zero payout for performance shares in 2016 and 2015 for the 2013-2015 and 2012-2014 performance periods, respectively, partially offset by a limited payout of 23% of target in 2017 of performance shares for the 2014-2016 performance period.

By comparison, the increase in realizable pay at year-end 2017 reflects strong performance by management in executing a multi-year strategic transformation of the Company leading to a strengthening stock price, including peer-group leading 267% TSR performance during 2016, improving three-year TSR (which is tied to 50% of performance shares issued during this period), which was in the 80^th percentile of our peers for 2015-2017, and over 120% improvement in operating cash flow per share (which is tied to 25% of performance shares issued during this period). The multi-year strategic transformation has resulted in stronger safety and environmental performance, significant cost reductions, increased cash flows and metals production through investment in existing operations and acquisitions, identification of higher grade mineral deposits near existing operations, an optimized asset portfolio in jurisdictions with lower political risk, and a strengthened balance sheet.

The chart illustrates no differences between the comparisons for salary, cash incentives, or other annual compensation, as these compensation components are paid in cash.

In summary, the chart below demonstrates:

Executive Compensation Program Philosophy and Elements

Executive Compensation Program Philosophy

Our executive compensation program aligns with our strong pay-for performance philosophy and ties a substantial portion of executive compensation to the achievement of annual and long-term strategic objectives. The objectives of our executive compensation program are to:

We believe these compensation objectives directly drive achievement of our long-term strategic objectives, including continuous improvement in safety and environmental performance, lowering costs, increasing cash flow, and increasing reserves and measured and indicated mineralized material.

We target total direct compensation (base salary, target annual incentive, and target equity award value) between the 50th and 75th percentile of peers, depending on scope of role, experience in position, performance and other factors deemed relevant by the Compensation Committee.

Our compensation program consists of various elements with varying characteristics which allow us to reward performance in achieving both long-term and short-term goals. The Compensation Committee determines the appropriate mix of these compensation elements in consultation with an independent compensation consultant and with appropriate input from management.

In addition, our executive compensation program promotes and is aligned with our purpose statement: We Pursue a Higher Standard.

	► Protect	We are focused on safeguarding the safety and health of our employees and preserving the environment where we operate. Our AIP rewards outstanding health, safety and environmental performance to reflect this commitment.
	►Develop	We endeavor to develop quality resources, grow and enhance our assets, pursue new opportunities, develop and grow our people, and build a solid technical foundation. Our LTIP award structure drives performance against these goals by tying a portion of our performance shares to increases in our reserves and measured and indicated mineralized material, whether at our existing operations or through the acquisition of new properties and assets, and on a per share basis to reward growth only if it is accretive to stockholders. Our AIP encourages development of our executives and employees by rewarding exemplary individual performance and growth.
	► Deliver	We strive to deliver impactful results through teamwork and act with integrity. Both our AIP and LTIP reward achievement of operational and financial objectives and creation of long-term stockholder value, including by incentivizing increases in OCF per share and outperforming peers in TSR, while our clawback policy ensures that our executives act with integrity and in accordance with applicable laws in achieving the goals linked to our compensation programs.

Executive Compensation Program Elements

Our executive compensation program consists of the following key elements of total direct compensation.

Results of 2017 Stockholder Advisory Vote on Executive Compensation

At our 2017 Annual Meeting, we received support from 97.4% of votes cast on the Company’s “Say on Pay” proposal. We believe this high level of support reflects strong performance in executing our multi-year strategic transformation of the Company, an understanding by our stockholders of how our executive compensation practices are aligned with creation of long-term stockholder value, and the changes that our Compensation Committee has made to our executive compensation practices in recent years in response to stockholder feedback. Our Compensation Committee took the 2017 Say on Pay proposal result into account in making subsequent decisions about our executive compensation programs as described in further detail below.

Stockholder Outreach

In the fall of 2017, we proactively reached out to stockholders holding 0.2% or more of our shares, representing in total approximately 64% of our aggregate outstanding shares (as of June 30, 2017), and engaged with all who responded to our invitation to discuss corporate governance and executive compensation matters. This led to focused discussions between senior executives and the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs.

Also in 2017, we conducted meetings and conference calls with investors and analysts, participated in invitation-only investment conferences, and hosted the 2017 Annual Stockholders’ Meeting. In total in 2017, management conducted 14 presentations, held 145 one-on-one and group meetings with investors, and hosted 6 conference calls with investors and analysts allowing for questions and answers with management. In addition, the Company responded to questions from investors and analysts by telephone and email throughout the year.

We listen to our stockholders and consider their feedback when making decisions about our executive compensation program. The 2017 executive compensation program incorporated several significant changes made over the past several years in response to stockholder feedback. In 2017, we were encouraged by receiving strong positive feedback from stockholders about our compensation program, particularly the inclusion of health, safety and environmental components in our AIP, and measuring the internal metrics under our performance share program on a per share basis. Therefore, we did not make any significant changes to our executive compensation program in 2017, but we seek to continuously refine and improve our executive compensation program and practices, including the notable changes for 2018 described below.

Select Compensation Program Changes for 2018

Competitive Market Assessment

The Compensation Committee annually reviews the compensation of executives relative to the competitive market, based on assessments prepared by its independent compensation consultant. In preparing this assessment, the compensation consultant analyzes publicly disclosed compensation data from our peer group (see “Peer Groups” below). The consultant also uses specific industry surveys as a supplement to proxy research. Management, together with the consultant, assists the Committee by providing data, analyses and recommendations regarding the Company’s executive compensation practices and policies.

Peer Groups

The Compensation Committee establishes peer groups to help make executive pay decisions and to measure TSR against our competitors. For 2018 our peer group consists of precious metals peers with revenues generally between 0.3 and 3.0 times our revenues which are predominately headquartered in North America.

2017 Peer Group

For 2017, the Compensation Committee considered how best to structure peer groups for both relative TSR performance (discussed below in the section “Performance Shares”) and compensation benchmarking. The most relevant companies for comparing relative TSR performance are predominately Canadian. However, for 2017 and prior years we included a variety of similarly sized U.S.-based diversified metals and mining companies for U.S. compensation benchmarking purposes. Accordingly, for 2017, the Compensation Committee identified the peer group below, with revenue and market capitalization statistics presented as of the most recently issued proxy statements (or Canadian equivalents):