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): May 8, 2013
Coeur d’Alene Mines Corporation
(Exact name of registrant as specified in its charter)
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IDAHO
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1-8641
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82-0109423
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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505 Front Ave., P.O. Box “I”
Coeur d’Alene, Idaho, 83816
(Address of Principal Executive Offices)
(208) 667-3511
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 8, 2013, Coeur d’Alene Mines Corporation (the “Company”) announced the appointment of Peter C.
Mitchell, 57, as Senior Vice President and Chief Financial Officer, effective June 3, 2013. Mr. Mitchell will assume the duties of Chief Financial Officer from Frank L. Hanagarne, Jr., who has served in that capacity on an interim basis
since he was appointed Chief Operating Officer on February 4, 2013. Mr. Mitchell has served as Chief Financial Officer of Taseko Mines Limited, a Vancouver, B.C.-based mining company, since September 2008. In that capacity he has 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 in Toronto, a packaging and container manufacturer in Toronto, from 1985 to 1993. None of these prior employers are affiliates of the Company. Mr. Mitchell is a Chartered Accountant with degrees in
Economics (BA) from the University of Western Ontario and Business Administration (MBA) from the University of British Columbia.
The offer
letter entered into between the Company and Mr. Mitchell (the “Offer Letter”) provides for an annual base salary of $400,000, 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. In addition, the Offer Letter provides for an initial sign-on grant of $200,000 in then-current market value of restricted stock units, vesting entirely on the third anniversary of the grant
date.
Copies of the Offer Letter and the press release announcing Mr. Mitchell’s appointment are attached as Exhibit 10.1 and 99.1,
respectively, to this Report.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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Exhibit 10.1
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Offer letter dated April 23, 2013
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Exhibit 99.1
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Press release dated May 8, 2013
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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.
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COEUR D’ALENE MINES CORPORATION
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Date: May 8, 2013
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By:
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/s/ Casey M. Nault
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Name:
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Casey M. Nault
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Title:
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Vice President, General Counsel and Secretary
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Exhibit Index
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Exhibit No.
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Description
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Exhibit 10.1
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Offer letter dated April 23, 2013
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Exhibit 99.1
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Press release dated May 8, 2013
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Exhibit 10.1
April 23, 2013
Peter Mitchell
Delivered via email
Re:
Offer of Employment
Dear Peter,
Pursuant to our recent
discussions, we are pleased to offer you the position of Senior Vice President and Chief Financial Officer 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.
The
base salary for this salaried position will be $400,000 USD per year, equivalent to 33,333 per month.
You will be eligible for
participation in the Company’s annual incentive plan (AIP) with a target level of 75% of base pay. Executives, based on performance, may receive up to 150% of the target percentage. In your position, your AIP target percentage is split; 70%
company performance and 30% personal performance. A separate attachment to this offer explains our AIP program in more detail.
As a
participant in Coeur’s Long Term Incentive Program (LTIP), you will be eligible for an equity award upon the next Company grant. Your percentage target will be 225% of base pay. 50% of the award will be granted in performance shares subject to
a three year cliff vesting. The additional 50% will be granted via a combination of restricted stock and stock options. 25% will be granted in the form of restricted stock with three year vesting at 1/3 per year and the remaining 25% will be
granted in the form of stock options with three year vesting at 1/3 per year. A separate attachment to this offer explains our LTIP program in further detail. LTIP is subject to annual approval by the Board of Directors, it is the
Company’s intention to continue recommendation of such grants on an annual basis.
In addition, a one-time transitional grant of $200,000
in the form of restricted stock will be granted subject to approval by the Board of Directors, this one-time transitional grant will cliff vest over a three year period.
2013 Proposed Total Direct Compensation
Base Salary: $400,000
AIP: 75% of base salary, $300,000
LTIP: 225% of
base salary, $900,000
Total proposed possible compensation at target: $1,600,000
Coeur Mining offers employees a range of additional benefits which include medical, dental and vision
insurance, Coeur’s defined contribution & matched 401(k) retirement plan, group life insurance, short-term & long-term disability coverage, employee assistance program and paid holidays. Summary plan descriptions and other
specific information regarding these benefit plans are available upon request. Your annual Paid Time Off (PTO) allowance will begin at five weeks per year. This amount will be prorated for the first year of employment, based on the date of hire.
Tax services will be provided by Ernst and Young to discuss the Canada vs. US Tax structures and scenarios. This will be set up prior to you
joining the Company. The Company also provides tax services during your transition year to the USA.
All relocation benefits and services from
Vancouver, BC to Chicago, IL will be discussed in more detail upon acceptance of this offer.
Thank you for completing the Coeur Mining Inc.
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.
Peter, I believe you
will find Coeur Mining to be congenial, highly professional and dedicated to the success of our business and our employees. I am sure you will find this to be an exciting opportunity. I look forward to you joining us and your contributions in our
quest to build a leading, sustainable Company that generates a tremendous amount of value for its shareholders.
To accept this offer of
employment, please sign this letter indicating your acceptance by April 26, 2013 and return it to myself and Keagan J. Kerr, Vice President, Human Resources.
Professional regards,
/s/ Mitchell J. Krebs
Mitchell J. Krebs
Cc: Keagan J. Kerr, Vice
President, Human Resources
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/s/ Peter Mitchell
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Mr. Peter Mitchell
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Exhibit 99.1
NEWS RELEASE
Coeur Appoints Peter C. Mitchell
to Senior Vice President and Chief Financial Officer
Coeur d’Alene, Idaho –
May 8, 2013 – Coeur d’Alene
Mines Corporation (the “Company” or “Coeur”) (NYSE: CDE, TSX: CDM) today announced that Peter C. Mitchell has been appointed to Senior Vice President and Chief Financial Officer effective June 3, 2013.
“We are very pleased to have Peter Mitchell join our senior management team as Chief Financial Officer,” said Mitchell J. Krebs, Coeur’s
President and Chief Executive Officer. “Peter brings to Coeur extensive capital markets experience and exceptional leadership skills. Peter will lead the Company’s efforts to effectively deploy the Company’s cash flow in
value-creating ways, collaborate with our strengthened operations and capital projects groups to maintain financial discipline, and provide his broad base of expertise throughout the organization.”
Mr. Mitchell has served as Chief Financial Officer of Taseko Mines Limited, a Vancouver, B.C.-based mining company, since September 2008. In that
capacity he has led Taseko’s financial operations, including sourcing strategic capital to fund the company’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. He has served as President of Florida Career College, a for-profit college in Fort Lauderdale, Florida; President and Chief Executive Officer of Vatterott Educational Centers,
Inc. in St. Louis, Missouri; Vice Chairman and Chief Financial Officer of Von Hoffmann Corporation, a commercial and educational printing company in St. Louis, Missouri; Senior Vice President and Chief Financial Officer of Crown Packaging Ltd., an
integrated paper packaging company in Seattle, Washington and Vancouver, B.C; and Vice President and Chief Financial Officer of Paperboard Industries Corporation, a packaging and container manufacturer in Toronto.
Mr. Mitchell is a Chartered Accountant with a BA in Economics from the University of Western Ontario and an MBA from the University of British
Columbia.
About Coeur
Coeur
d’Alene Mines Corporation is the largest U.S.-based primary silver producer and a growing gold producer. The Company has four precious metals mines in the Americas generating strong production, sales and cash flow. Coeur produces from its
wholly owned operations: the Palmarejo silver-gold mine in Mexico, the San Bartolomé silver mine in Bolivia, the Rochester silver-gold mine in Nevada and the Kensington gold mine in Alaska. Coeur has a pending sale related to a non-operating
interest in the Endeavor silver-gold mine in Australia. The Company has two feasibility stage projects, the Joaquin silver project in Argentina and the La Preciosa silver-gold project in Mexico. In addition, Coeur conducts ongoing exploration
activities in Mexico, Argentina, Nevada, Alaska and Bolivia. The Company owns strategic investment positions in eight silver and gold development companies with projects in North and South America.
For Additional Information:
Wendy Yang,
Vice President, Investor Relations
(208) 665-0345
Stefany Bales, Director, Corporate Communications
(208) 667-8263
www.coeur.com