UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 11, 2018
Coeur Mining, Inc.
(Exact name of registrant as specified in its charter )
Delaware
(State or other jurisdiction
of incorporation or organization)
1-8641
(Commission
File Number)
82-0109423
(IRS Employer
Identification No.)
104 S. Michigan
Suite 900
Chicago, Illinois 60603
(Address of Principal Executive Offices)
(312) 489-5800
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):
[ ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
 
¨  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 





Item 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 11, 2018, the Board of Directors of Coeur Mining, Inc. (the “Company”) approved the appointment of Thomas S. Whelan, 49, as Senior Vice President and Chief Financial Officer, effective January 1, 2019. Mr. Whelan will assume the duties of Chief Financial Officer from Peter C. Mitchell, who has served in that capacity since 2013 and whose retirement from the Company will become effective on December 31, 2018.

Mr. Whelan served as Chief Financial Officer of Arizona Mining Inc. from September 2017 to August 2018, when the company was acquired from South32 Limited. Previously, Mr. Whelan served as Chief Financial Officer of Nevsun Resources Ltd. from January 2014 to August 2017. He is a chartered accountant and was previously a partner with the international accounting firm Ernst & Young (“EY”) LLP, where he was the EY Global Mining & Metals Assurance sector leader, the leader of the EY Assurance practice in Vancouver and previously EY’s Canadian Mining & Metals sector leader. Mr. Whelan graduated with a Bachelor of Commerce from Queen’s University.

The offer letter entered into between the Company and Mr. Whelan (the “Offer Letter”) provides for an annual base salary of $330,000, a target annual incentive opportunity of 75% of his then-current base salary, and a target long-term equity incentive award of 225% of his then-current base salary.

The Company expects to provide the following benefits to Mr. Mitchell in recognition of his retirement and his significant contributions to the Company: (i) Mr. Mitchell will receive an amount equivalent to the amount Mr. Mitchell would have received for 2018 under the Company’s Annual Incentive Plan, payable in early 2019, (ii) in respect of performance share units awarded in early 2016 for the three-year performance period from January 1, 2016 through December 31, 2018, Mr. Mitchell will receive shares of Company common stock corresponding to actual Company performance results as certified by the Compensation and Leadership Development Committee of the Board in early 2019, and (iii) on December 31, 2018 (the “Separation Date”), (A) all of Mr. Mitchell’s outstanding unvested restricted stock awards will vest, and (B) Mr. Mitchell will receive shares of Company common stock representing a pro rata portion of the target number of performance share units awarded in early 2017 for the three-year performance period from January 1, 2017 through December 31, 2019 and the target number of performance share units awarded in early 2018 for the three-year performance period from January 1, 2018 through December 31, 2020, or 32,167 shares representing two-thirds of the 2017 target award, and 20,730 shares representing one-third of the 2018 award. In addition, Mr. Mitchell will be entitled to COBRA coverage for up to 12 months following the Separation Date, payable by Company. Beginning on January 1, 2019, the Company also will engage Mr. Mitchell as a consultant at a monthly rate of $25,000 for 5 months.

Copies of the Offer Letter and the press release announcing Mr. Whelan’s appointment are attached as Exhibits 10.1 and 99.1, respectively, to this Current Report on Form 8-K (this “Report”). The foregoing summary of the Offer Letter is qualified in its entirety to the full text of the Offer Letter, which is incorporated herein by reference

Item 8.01.      Other Events.
On December 11, 2018, the Board of Directors of the Company adopted a new clawback and forfeiture policy (the “Clawback Policy”) that generally allows the Compensation and Leadership Development Committee of the Board (and the Board in the case of the Company’s Chief Executive Officer) to (i) seek recovery of all incentive payments that were made to executive officers and all performance-based equity awards granted to executive officers that vested, in each case, on the basis of having met or exceeded performance targets in grants or awards made after December 18, 2012, during the fiscal year prior to the filing of the Current Report on Form 8-K announcing a restatement; and (ii) cancel or require the repayment, recoupment or recovery of incentive payments or equity awards granted to any officer of the Company in the event of misconduct by such officer. The foregoing does not purport to be a complete description of the Clawback Policy, and is qualified in its entirety to the full text of the Clawback Policy attached to this Report as Exhibit 99.2 and incorporated herein by reference. The Clawback Policy supersedes and replaces the Company’s former clawback policy adopted on December 18, 2012.






Item 9.01.      Financial Statements and Exhibits.
(d)    List of Exhibits
Exhibit No.
Description
Offer Letter dated December 12, 2018, between Coeur Mining, Inc. and Thomas S. Whelan*


Press Release dated December 13, 2018


Clawback and Forfeiture Policy Effective December 11, 2018*

* Management contract or compensatory plan or arrangement.








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
COEUR MINING, INC.
Date: December 13, 2018
By: /s/ Casey M. Nault
 
Name:    Casey M. Nault
Title:    Senior Vice President, General Counsel and Secretary





CDELOGO.JPG

December 12, 2018

To: Tom Whelan

Delivered via email

Re: Offer of Employment

Dear Tom,

Further to our recent discussions, we are pleased to offer you the position of Senior Vice President, Chief Financial Officer (CFO) for Coeur Mining, Inc. based at our corporate headquarters in Chicago, IL.

In this key Section 16 and Corporate officer position, you will report directly to me as President & CEO. Your tentative start date will be January 1, 2019.

The annual base salary for this position will be $330,000 USD.

You will be eligible for participation in the Company’s annual incentive plan (AIP) with a target level of 75% of base pay, pro-rated, if necessary, for year one based on hire date. In your position, your AIP target percentage is split; 80% company performance and 20% personal achievement.

As a participant in Coeur’s Long-Term Incentive Program (LTIP), you will be eligible for an annual equity award upon the next Company grant. Your percentage target will be 225% of base pay, pro-rated, if necessary, for year one based on hire date. The award will be granted in both restricted stock (40% of the award) and performance share units (60% of the award). The restricted stock vests at 1/3 of the total each year over a three-year period while performance shares cliff vest after the three-year performance period. While LTIP is subject to annual approval by the Board of Directors, it is the Company’s intention to continue such grants on an annual basis.

In the event of a Change in Control as defined in Coeur’s Amended and Restated Executive Severance Policy effective as of February 5, 2018 (the Policy) that occurs prior to the grant date of your 2019 LTIP grant, and as a result of such Change in Control you are deprived of the value of your 2019 LTIP grant, the Company will make a cash payment to you on the effective date of the Change in Control in an amount equal to 225% of your annual base salary. The foregoing amount would be in lieu of any obligation to make a 2019 LTIP grant or other award in respect of such grant, but would be in addition to any other benefits to which you may be entitled, including but not limited to benefits under the Policy.

Your total annualized direct compensation package at target is summarized below:
Base Salary:
$330,000
AIP 75% at target:
$247,500
LTIP 225% at target:
$742,500
Total at target:
$1,320,000





In addition, Coeur Mining, Inc. offers employees a range of benefits:

ü Medical Insurance
ü Dental & Vision Coverage
ü 401K Plan with Company Matching
ü Group Life Insurance
ü Short-term & Long-term Disability
ü Subsidized Transit Benefit Program
ü Non-Accrued PTO Policy
ü Employee Assistance Program

Summary plan descriptions and other specific information regarding these benefit plans will be provided.

We will support you in receiving a work visa for the United States. Immigration and tax services will be provided by KPMG and will be setup prior to you joining the Company. The Company also provides tax services during your transition year to the USA.

You will be eligible for relocation under Coeur’s relocation policy as administered by Lexicon. In place of the standard 30 days of temporary housing under Coeur’s relocation benefits, you will instead, be eligible for an amount of up to $50,000, plus tax assistance, in temporary housing, also administered by Lexicon.

In addition, you will also be eligible for the executive severance policy which will be provided for your review and acknowledgment.
https://www.sec.gov/Archives/edgar/data/215466/000021546618000038/cde-12311710kex107.htm

Please complete Coeur Mining’s employment application and the authorization form to allow investigative background inquiries. This offer of employment is contingent upon satisfactory results received from these background checks.

You will be required to complete our regular hiring procedures, which include a pre-employment drug screen and physical. This exam may be scheduled with an occupational health clinic near you, with results to be received by the Company prior to your date of employment.

Tom, at Coeur Mining we pursue a higher standard. As a part of our culture, you have the opportunity to develop and take on new challenges. We look forward to you being part of this innovative team, committed to producing returns to our stakeholders through operating excellence, while relying on the fundamentals of safety and social responsibility to achieve our organization’s potential.

By signing this offer you indicate your acceptance of the terms and conditions herein. Please return a signed copy of this offer by Thursday, December 13, 2018.
 

Professional regards,
/s/  Mitchell Krebs


Mitch Krebs, President & CEO


Cc: Emilie Schouten, SVP Human Resources and Casey Nault, SVP General Counsel and Secretary

/s/ Tom Whelan / December 13, 2018
Tom Whelan/Date





NEWS RELEASE              IMAGE0A67.JPG
Coeur Announces Key Leadership Changes

Chicago, Illinois - December 13, 2018 - Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE: CDE) today announced that the Company’s Board of Directors (the “Board”) appointed Thomas S. Whelan as Senior Vice President (“SVP”) and Chief Financial Officer (“CFO”), effective January 1, 2019. Mr. Whelan will succeed Peter C. Mitchell, who has served as SVP and CFO since 2013.
 
Most recently, Mr. Whelan was CFO of Arizona Mining and possesses an extensive background in accounting, capital markets, risk management, financial planning, tax, management and strategy, along with a deep knowledge of the metals and mining industry.
 
“We are excited to welcome Tom to Coeur as our new CFO,” said Mitchell J. Krebs, President and CEO of Coeur. “Tom brings over twenty-five years of financial, operational and strategic experience that make him the ideal choice for the role. I’d also like to take the opportunity to express my thanks and gratitude to Peter for his significant contributions over the last five years. We wish him well in his retirement.”
 
Coeur today also announced that the Board appointed Terry F.D. Smith as Senior Vice President of Operations. Mr. Smith was previously Vice President of North American Operations and recently replaced Frank L. Hanagarne, Jr. as principal operating officer of the Company. Mr. Smith will be responsible for overseeing all operational functions at each of the Company’s five operating mines in North America.
 
“The Company's operations have experienced substantial improvements over the past five years. We appreciate Frank’s significant contributions to these achievements,” said Mr. Krebs. “We look forward to the Company’s next phase of growth and transformation under Terry’s operational leadership. He has been instrumental to our efforts to optimize and reposition our asset portfolio since joining Coeur in 2013 and is deserving of this expanded role.”

Biographies:
Prior to joining Coeur, Mr. Whelan served as CFO of Arizona Mining Inc. from September 2017 to August 2018, when the company was acquired from South32 Limited. Previously, Mr. Whelan served as CFO for Nevsun Resources Ltd. from January 2014 to August 2017. He is a chartered professional accountant and was previously a partner with the international accounting firm Ernst & Young (“EY”) LLP where he was the EY Global Mining & Metals Assurance sector leader, the leader of the EY Assurance practice in Vancouver and previously EY’s Canadian Mining & Metals sector leader. Mr. Whelan graduated with a Bachelor of Commerce from Queen’s University.

Mr. Smith joined Coeur as the Vice President of North American Operations in 2013. He has over 20 years of mining industry experience, including 15 years focused on underground operations. Prior to joining the Company, he served as Vice President, Project Development and Assessments for Hunter Dickinson Inc. Mr. Smith also served as Manager of Operations Support for Barrick Gold Corporation in Toronto, and as Senior Mining Engineer for Teck Cominco Ltd. in Vancouver. Mr. Smith holds a Bachelor of Mining Engineering from Laurentian University.






NEWS RELEASE              IMAGE0A67.JPG

About Coeur
Coeur Mining, Inc. 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 Wharf gold mine in South Dakota, and the Kensington gold mine in
Alaska. In addition, the Company has interests in several precious metals exploration projects throughout North America.

For Additional Information
Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900
Chicago, Illinois 60603
Attention: Paul DePartout, Director, Investor Relations
Phone: (312) 489-5800
www.coeur.com








































Clawback and Forfeiture Policy
Certain Financial Restatements
In the event that the Coeur Mining, Inc. (the “C ompany ”) Board of Directors (the “ Board ”) determines there has been a restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Board will review all incentive payments that were made to executive officers and all performance-based equity awards granted to executive officers that vested, in each case, on the basis of having met or exceeded such performance targets (including thresholds, targets and maximums) in grants or awards made after December 18, 2012 during the fiscal year prior to the filing of the Current Report on Form 8-K announcing the restatement. If such payments and/or vesting would have been lower had they been calculated based on such restated results, the Board will, to the extent permitted by governing law, seek to recoup for the benefit of the Company such payments to and/or equity awards held by executive officers, as determined by the Board, by requiring such executive officers to pay such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Board determines to be appropriate. For purposes of this policy, the term “executive officers” shall have the meaning given such term in Rule 3b-7 under the Securities Exchange Act of 1934, as amended, and the term “incentive payments” means incentive payouts and/or awards under the Company’s 2018 Long-Term Incentive Plan and the Annual Incentive Plan, or predecessor or successor plans.
Misconduct
In the event that the Compensation and Leadership Development Committee (the “ Committee ”) of the Board of Directors, or the full Board with respect to the Chief Executive Officer, determines that a corporate officer of the Company has engaged in Misconduct (a “ Misconduct Determination ”), the Committee or the Board, as applicable, will review all (a) incentive awards and payments that were made to such officer during the Clawback Period (“ Incentive Payments ”), (b) performance-based equity awards granted to such officer that vested during the Clawback Period (“ Vested Equity Awards ”), and (c) performance-based equity awards granted to such officer that are unvested as of the date of the Misconduct Determination (“ Unvested Equity Awards ”) , and may, in its reasonable discretion, determine to (i) cancel all or any portion of an Unvested Equity Award and (ii) require the repayment, recoupment or recovery of any shares or amounts distributed to such officer in respect of an Incentive Payment or Vested Equity Award by set-off, by reducing future compensation, or by such other means or combination of means as the Committee or Board, as applicable, determines to be appropriate (a “ Clawback ”).
For purposes hereof, (A) “ Misconduct ” shall mean (1) fraud, misrepresentation, theft or embezzlement, (2) a criminal act, whether or not in the workplace, that constitutes a felony, (3) any action or inaction (including in a supervisory role) that causes the Company significant reputational or financial harm, (4) the willful and material breach of Company policies and procedures, including obligations under the Company’s Code of Business Conduct and Ethics, or (5) willful misconduct that results in a termination for “Cause” (as such term is defined in the Company’s 2018 Long-Term Incentive Plan); and (B) “ Clawback Period ” shall mean the period of time determined by the Committee or Board, as applicable, to which a Clawback would apply; provided, that in no event shall a Clawback Period be less than the period commencing on January 1 of the fiscal year in which a Misconduct Determination occurs and ending on the date of the Misconduct Determination.