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):

2019
PROXY STATEMENT
COEUR MINING, INC.

Coeur Mining, Inc.
104 S. Michigan Avenue
Suite 900
Chicago, Illinois 60603

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors, executives, employees and your fellow stockholders at our 2019 Annual Stockholders’ Meeting. The meeting will take place at the Monroe Building, 104 South Michigan Avenue, 2^nd Floor Auditorium, Chicago, Illinois, 60603, on Tuesday, May 14, 2019, at 9:30 a.m., Central Time. The attached notice and proxy statement provide information about the business to be conducted at the meeting.

Strides Made in Deliberate, Multi-Year Repositioning Toward Higher Quality Assets

Despite weak overall commodity prices in 2018, we made substantial progress in our multi-year repositioning strategy of discovering, developing and operating a balanced portfolio of high-quality North American precious metals assets. We successfully sold our San Bartolomé silver mine in Bolivia, which was our highest cost operation with the shortest mine life located in a high-risk jurisdiction. We made significant investments to begin ramping up our new, high-grade Silvertip mine located in northern British Columbia, Canada, ultimately declaring an initial reserve at the end of the year. In addition, we made two strategic acquisitions of high-quality gold and silver assets in Nevada, which was ranked as the top mining jurisdiction in 2019 by the Fraser Institute, bolstering our future growth pipeline. Finally, continued investment in our near-mine, success-based exploration programs led to a fourth consecutive year of overall reserve and mineralized material growth, leading to longer mine lives and contributing to long-term value creation opportunities for our stockholders.

Our strategy is driven by our purpose statement – We Pursue a Higher Standard – and is underscored by three fundamental principles:

During 2018, we took significant steps to further enhance our environmental, social and governance (“ESG”) framework. Specifically, we completed a materiality assessment and identified key ESG factors that matter most to Coeur. We decided to align our business with ten of the United Nation’s Sustainable Development Goals to clearly communicate our sustainability and social responsibility efforts. We partnered with over 220 community organizations during 2018 to help make a positive impact in the communities in which we have a presence. Additionally, we reduced significant spills by 70% compared to 2017 and continue to tie a meaningful portion of our Annual Incentive Plan to environmental and safety

performance. Our ESG programs are crucial to our overall strategy and are instrumental in our efforts to maximize long-term value for stockholders.

Over the course of the year, we remained committed to developing our most important asset – our people. We proactively put our frontline supervisors though IMPACT Training, an intensive, year-long training focused on safety leadership and mining as a business. Moreover, our employees set individual development goals on an annual basis, which aim to progress personal careers and help ensure that our employees have the necessary capabilities and experiences to help Coeur execute on its strategic goals. As with our people, we also seek to develop the overall quality of our portfolio as well as our development pipeline.

By prudently investing in exploration, we proactively develop our existing assets and seek to generate long-term value for our stockholders. Furthermore, we developed new growth opportunities for stockholders through two strategic acquisitions of Nevada-based gold and silver assets, including an extensive property package in northern Nevada approximately four miles from our Rochester mine, with estimated gold grades nearly four times higher than Rochester’s current gold reserve. Finally, implementation of high-pressure grinding roll technology at our Rochester mine, which is expected to significantly boost recoveries and double net asset value, represents our best example of “Developing Quality Growth and Plans.”

Our team at Coeur worked together to begin delivering results from recent investments we’ve made at several of our operations. Over the past few years, we made numerous investments and operational improvements to reposition the Palmarejo mine as a sustainable, higher-margin, longer-life operation. Since 2012, we’ve seen gold and silver grades increase 100% and 63%, respectively, and adjusted costs per silver equivalent ounce(1) decrease by 41% since 2014. Together, these investments and operational improvements contributed to over $130 million of free cash flow(2) from Palmarejo over the past two years. At Kensington, we have also seen our investments deliver positive results. Since 2012, our throughput rates and production have increased 62% and 39%, respectively and our unit costs have

decreased by 14%. Additionally, late in 2018, we successfully declared commercial production at the high-grade Jualin deposit at Kensington, which helped to drive gold grades 24% higher in the fourth quarter relative to the third quarter. Looking ahead, we expect all of our assets to continue delivering impactful results.

Commitment to Engagement, Alignment, Governance and Culture

In 2018, we continued our extensive outreach efforts to engage with stockholders and solicit open, honest and candid feedback. We view proactive stockholder engagement as a critical component to our long-term success as a company. Our compensation programs led to results that were aligned with the challenging year our stockholders experienced in 2018. Our corporate governance profile and practices remain best-in-class with significant enhancements since last year, including the proactive adoption of proxy access and further refreshment of our Board with the recent addition of another high-caliber director with strategically important skills, background and experience following the addition of two other highly qualified and strategic directors in 2018. As we welcome new directors, I would like to thank Kevin Crutchfield for his six years of service on the Board and many contributions during this transformational period for the Company.

We have brought focused attention to defining and strengthening our culture in recent years and will continue to do so in 2019. The culture we proactively foster is reflected in our purpose statement - We Pursue a Higher Standard, which is directly aligned with Protecting our people, places and planet; Developing quality resources, growth and plans and Delivering impactful results through teamwork. Our management team continuously assesses and improves culture through surveys, tracking employee turnover ratios, raising awareness about our whistleblower hotline and promptly investigating all legitimate reports received on the hotline as well as reviewing and promptly implementing solutions to address feedback from our Internal Audit department. Additionally, we plan to conduct a culture assessment in 2019, the results of which will be reviewed with our Board of Directors. We recognize that our culture is the foundation of our strategy, and solid execution against a sound strategy is essential to long-term, sustainable value creation.

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 10.

In addition to participating in the governance of our Company, your vote will make a difference in the lives of our nation’s veterans. We will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes. Hire Heroes USA is a leading veteran service organization specifically targeting the issues of underemployment and unemployment among veterans. Hire Heroes USA empowers

U.S. military members, veterans and military spouses to succeed in the civilian workforce. Coeur is committed to recruiting, supporting and integrating past and present members of the military into our operations through our Coeur Heroes program, which seeks to meaningfully improve the lives of service members while strengthening our workforce.

Respectfully,

 

Mitchell J. Krebs
President & Chief Executive Officer

Chicago, Illinois
March 28, 2019

NOTICE OF 2019
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 14, 2019. Our Proxy Statement is attached. Financial and other information concerning Coeur Mining, Inc. is contained in our 2018 Annual Report to Stockholders. You may access this Proxy Statement and our 2018 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, 2019

Coeur will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes.

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 2019 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, 2019.

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 2018 operating and financial performance, please also review our Annual Report to Stockholders for the year ended December 31, 2018 (our “Annual Report”).

Annual Meeting

Voting Matters

Your Vote is Important - We will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes. Coeur is committed to recruiting, supporting and integrating veterans into our operations through our Coeur Heroes program, launched in 2018. Coeur Heroes allows past and present service members to use the special skills they developed during their time of service to help make a difference at our operations.

2018 and Early 2019 Performance Highlights

Although 2018 was a challenging year for the precious metals mining industry, we made substantial progress in delivering on our strategy of discovering, developing and operating a balanced portfolio of high-quality precious metals assets in North America. We invested in high-return opportunities at our existing assets and completed several strategic transactions that improved the overall quality of our asset portfolio. We also continued to Pursue a Higher Standard by focusing on our impact on our people, the communities in which we operate and the planet. We invested in upgrading our ESG programs to enhance and coordinate efforts across the Company and improve how we communicate with our stakeholders about these important initiatives.

PROTECT – Our People, Places, Planet
		►   70% reduction in significant spills compared to 2017   ►   70% reduction in water use compared to 2013   ►   Continued to perform concurrent reclamation activities at our mines, restoring land         as we mine other areas   ►   Identified 10 U.N. Sustainable Development Goals that align with our business         activities and which we are committed to supporting and advancing
		►   Our Wharf mine received the 2018 Secretary’s Award for Drinking Water         Excellence from the South Dakota Department of Environment and Natural         Resources recognizing excellence in water system management and maintenance   ►   Coeur Rochester received the 2018 Nevada Excellence in Mine Reclamation Award         from the Nevada Mining Association   ►   For the 10th consecutive year, Coeur Mexicana, which owns and operates         Palmarejo, received the Socially Responsible Business Award from the         Mexican Center for Philanthropy (Centro Mexicano para la Filantropía)   ►   Continued pursuit of best-in-class corporate governance practices – Coeur         (i) received an Institutional Shareholder Services QualityScore of “1”, the highest         possible score, for corporate governance, (ii) proactively adopted proxy access in         alignment with a governance best practice, and (iii) continued to refresh its Board         with the addition of a highly-qualified new director, former Nevada Governor Brian         E. Sandoval, in early 2019
		►   Initiated IMPACT training, a leadership program for frontline supervisors that         complements in-person training and combines cross-site networking, mentorship         and practical application over one year. The first cohort of 20 leaders graduated in         October 2018, and two additional cohorts will graduate in 2019.   ►   Partnered with over 220 community organizations across our sites and corporate         headquarters to invest in areas such as veteran support, infrastructure, health,         education and economic development, contributing approximately $530,000   ►   Hired eight veterans through the Coeur Heroes program at U.S.-based operations         during the first year of the program; established mentoring program involving         current Coeur employees who are current and former members of the military;         ongoing coordination with armed force bases near our U.S. operations to provide         employment opportunities for transitioning service members   ►   Formalized our Human Rights Policy, which reflects our belief in the dignity, well-         being, and human rights of our employees, the communities in which we work and         live and other stakeholders affected by our operations
		►   22% reduction in employee and contractor total lost time injury frequency rate         compared to 2017   ►   25% reduction compared to 2017 in total reportable injury frequency rate (“TRIFR”)         among employees, a key safety metric in the mining industry

2018 Executive Compensation Highlights (p. 41)

In 2018, external factors such as a strong U.S. economy and U.S. dollar, robust equity markets and rising interest rates negatively impacted the prices of most commodities including the metals we produce. Against that macro backdrop, the sector overall generated negative total stockholder returns (“TSR”) in 2018 including our company. However, we were in the 69^th percentile relative to our peers based on the three-year TSR performance. We saw strong performance in 2018 from our Palmarejo and Rochester mines but experienced a slower-than-anticipated ramp-up at our new Silvertip mine, which weighed on overall results and drove below-target Annual Incentive Plan (“AIP”) payouts. We also successfully advanced our strategy and grew our overall reserves and mineralized material for the fourth consecutive year through our success-based, near-mine exploration program and opportunistic acquisitions.

Our 2018 executive compensation programs demonstrated alignment with stockholder returns and our operational and financial results; specifically:

At our 2018 Annual Meeting, our stockholders again showed strong support for our executive compensation program with over 96% of the votes cast for the approval of the “say-on-pay” proposal.

In 2018, our CLD 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 2018 (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 2018, as shown in the charts below, variable pay as a percentage of target total direct compensation was 81% and 72% 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 Group” on page 51. Data is from public filings for fiscal year 2017.

Corporate Governance Highlights (p. 14)

Board Refreshment & Director Nominees (p. 15)

The following tables provide summary information about each director nominee. In both 2019 and 2018, we demonstrated our commitment to Board refreshment and diversity by adding three new qualified directors, Brian E. Sandoval in 2019 and Jessica L. McDonald and Eduardo Luna in 2018, reducing average director tenure to approximately nine years. You can read more about the qualifications of our director nominees below and beginning on page 14. The Board recommends a vote “FOR” each of the following nominees.

Key Qualifications of our Director Nominees (p. 14)

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 14. The following table provides summary information about the skills and qualifications of our director nominees.

Director Skills and Qualifications

Stockholder Outreach and Engagement (p. 30)

In 2018, Coeur continued to engage proactively with all relevant stakeholders, including our stockholders. We reached out to all stockholders with at least 0.15% of our aggregate outstanding shares (as of June 30, 2018), representing 61.6% of our aggregate outstanding shares to engage on issues including executive compensation and ESG matters. We believe this combined approach has resulted in constructive feedback and input from stockholders, including regarding board diversity, refreshment and proxy access, and we intend to continue these efforts. Also in 2018, we conducted numerous meetings and conference calls with investors and analysts, several of which were attended by our Chairman, participated in invitation-only investment conferences, hosted Coeur Investor Day events in New York City and Toronto, and held the 2018 Annual Stockholders’ Meeting. In total in 2018, management conducted 14 presentations, held 126 one-on-one and group meetings with investors, and hosted 4 conference calls with investors and analysts allowing for questions and answers with management.

Responsibility (p. 30)

Coeur continued to support initiatives that addressed community needs and build key partnerships to foster strong, positive community relations. We launched our Coeur Heroes program in early 2018, which is a recruitment and mentoring program designed to highlight and engage members of the military through on-the-job experience. In addition, we continued our strong environmental performance, including achieving a 70% decline in significant spills compared to 2017. Finally, we continued to invest in our health and safety programs, achieved industry-leading safety performance and received prestigious safety awards in 2018.

Company Culture

We have increasingly focused our attention to defining and strengthening our culture, reflected in our purpose statement, We Pursue a Higher Standard, which is directly aligned with the underlying principles of Protect, Develop, Deliver. Our culture, purpose statement and these principles have driven execution of our strategy in recent years, including optimizing our asset portfolio by acquiring high-grade new assets in stable jurisdictions (such as the Silvertip mine in British Columbia and the Sterling and Crown Block Projects in Nevada) and divesting low-margin assets in risky jurisdictions (such as the San Bartolomé mine in Bolivia and the Joaquin Project in Argentina), reducing overall costs and increasing margins, maintaining a strong and flexible balance sheet, achieving best-in-class environmental and safety performance, providing clear and transparent disclosures, aligning compensation programs with long-term stockholder value creation, and continually evolving our corporate governance practices to be comparable to the best companies of any size.

A key strength of our management team is a culture of engagement, strong communication, accountability and encouraging our managers to challenge the status quo to drive improvements in our business. The management team continuously assesses and improves culture through surveys, tracking employee turnover ratios, raising awareness about our whistleblower hotline and promptly investigating all legitimate reports received on the hotline, and reviewing and promptly implementing solutions to address feedback from our Internal Audit department. Our purpose statement, We Pursue a Higher Standard, also guides our recruiting and hiring practices, and we maintain a robust compliance program that includes regular in-person trainings supplemented by online trainings on important topics such as harassment, bullying and unconscious bias to ensure our employees work in a healthy and tolerant atmosphere, free of bullying or harassment of any kind. Finally, we plan to conduct a culture assessment in 2019, the results of which will be reviewed with our Board of Directors. We recognize that our people and our culture are the foundations of our strategy, and solid execution against a sound strategy is essential to long-term, sustainable value creation.

COEUR MINING, INC.
PROXY STATEMENT

2019 ANNUAL MEETING
MAY 14, 2019

General Information

When and where is the Annual Meeting?

The 2019 Annual Stockholders’ Meeting (the “Annual Meeting”) will be held on Tuesday, May 14, 2019, at 9:30 a.m., Central Time, in the Second Floor auditorium at 104 S. Michigan Avenue, Chicago, Illinois 60603.

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 18, 2019 (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 205,207,148 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 Securities and Exchange Commission (“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 each otherwise properly executed and timely received proxy will be voted “FOR” each nominee in Proposal 1 and “FOR” Proposals 2 and 3 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

Your Vote is Important - We will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes. Coeur is committed to recruiting, supporting and integrating current and former members of the military into our operations through our Coeur Heroes program, launched in 2018. Coeur Heroes allows service members to use the special skills they developed during their time of service to help make a difference at our operations.

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 a balanced portfolio of five mines in the United States, Mexico and Canada. 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 (the “NCG Committee”) consider the qualifications of incumbent directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs, including an incumbent director’s or potential director’s ability to contribute to the diversity of viewpoints and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

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 NCG Committee 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 and Former Chief Executive     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
	Diversity (Gender or Ethnic)     We value a Board that reflects the diversity of our workforce and communities		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
	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		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		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
	Cyclical Industry     The mining sector, particularly precious metals mining, is cyclical, and stockholders and management benefit from the perspectives and experience of directors who have lead firms through several full business cycles

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 director nominees have experience in the extractive sector while others bring significant business, risk management, government affairs 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 perspective and insight based on industry experience and have 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. As the chart below demonstrates, the Board is focused on maintaining a balance between longer serving directors with significant Coeur institutional knowledge and newer directors with complementary skills and expertise which allows for natural turnover and an appropriate pace of Board refreshment.

Director Nomination Process

The NCG Committee reviews and makes recommendations regarding the composition and size of the Board. In identifying director candidates from time to time, the NCG Committee may focus on specific skills and experience of particular importance at the time in order to enhance the overall balance and effectiveness of the Board. The NCG Committee 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. The NCG Committee has adopted a policy pursuant to which significant long-term stockholders may recommend a director candidate. See page 29 for more details.     2019 Board Refreshment – Brian E. Sandoval Many of our directors met Mr. Sandoval when he was serving as Governor of Nevada, arising from interactions between the Board and Mr. Sandoval related to the Company’s Rochester mine in Nevada. As the end of Mr. Sandoval’s term as governor approached, our Chairman, Robert E. Mellor, and our CEO, Mitchell J. Krebs, informally discussed with Mr. Sandoval the possibility of him joining the Company’s Board. Given Mr. Sandoval’s experience as governor, the Board believed he would bring a number of important skills and perspectives to the Board, including chief executive experience, having served as the chief executive of the State of Nevada, government and regulatory affairs, mining industry experience (given the importance and prevalence of mining in Nevada and Mr. Sandoval’s experience interacting with and regulating the mining industry as governor), health, safety and environmental experience (given his familiarity with regulatory requirements and good industry practices, and his experience presiding over environmental cases as a federal judge) and other important leadership skills. In addition, Mr. Sandoval further enhances the ethnic diversity on the Board due to his Hispanic heritage. Following the end of Mr. Sandoval’s term as governor in early 2019, discussions accelerated, and directors had the opportunity to meet with Mr. Sandoval, including a joint meeting involving all members of the NCG Committee and other directors. The Company also completed a formal background check on Mr. Sandoval and held discussions with his references. Following all of those actions, after careful consideration the NCG Committee and the Board determined that Mr. Sandoval would be a valuable member of the Board and recommended and elected him to the Board and the EHSCR Committee effective March 8, 2019.     2018 Board Refreshment – Eduardo Luna and Jessica L. McDonald 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 precious metals 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 14 in “Director and Nominee Experience and Qualifications”. Over a period of several months, Messrs. Mellor and Krebs and, later, the rest of the Board and the entire senior management team carefully assessed the candidacies of Mr. Luna and Ms. McDonald through a series of meetings and conversations with the candidates. In addition, the Company completed 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 NCG Committee 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.

Adoption of Proxy Access
The NCG Committee has followed the evolution and increasing prevalence of proxy access. Accordingly, on the recommendation of the NCG Committee and the approval of the Board, in March 2019 the Board proactively adopted proxy access by amending the Company’s Bylaws to permit a stockholder, or group of no more than 20 stockholders, who have owned at least 3% of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, one or more director nominees up to the greater of two nominees or 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the requirements specified in the Bylaws, including continued ownership of the Company’s common stock by the stockholder(s) at the required level through the relevant annual meeting of stockholders. These amendments will apply starting with the 2020 annual meeting of stockholders.

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 2018, each director participated in the annual self-evaluation.

In recent years, 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 these discussions included a focus on adding relevant skills and experiences to the Board, which culminated in the elections of Mr. Luna and Ms. McDonald in 2018 and Mr. Sandoval in 2019, 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 NCG Committee 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, www.coeur.com/company/corporate-governance/, and to any stockholder who requests them.

Director 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 2018 Annual Meeting, with the exception of Mr. Sandoval, who was elected to the Board in March 2019. 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: 75     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., an 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., a 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., a 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)
		►	Earned a Juris Doctor degree 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, cyclical industry, 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 seven times during 2018. Each incumbent director who served in 2018 attended at least 83% of the meetings of the Board and 90% of the meetings of committees on which he or she served.

We have a policy that encourages directors to attend each annual meeting of stockholders, absent extraordinary circumstances. All ten directors then in office attended the 2018 Annual Meeting.

Committees of the Board of Directors

The Board has established an Audit Committee, a Compensation and Leadership Development Committee (“CLD Committee”), a Nominating and Corporate Governance Committee (“NCG Committee”) and an Environmental, Health, Safety and Corporate Responsibility Committee (“EHSCR 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 2018 of each of these committees are shown below:

Audit Committee     Committee Members     Linda L. Adamany  Sebastian Edwards Randolph E. Gress Jessica L. McDonald     Number of meetings in 2018: 7	Key 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 applicable to Audit Committee members.
	►	All members of the Audit Committee satisfy the NYSE’s financial literacy requirement.
	►	The Board has determined that Ms. Adamany is an Audit Committee Financial Expert (as defined by SEC rules), as a result of her knowledge, abilities, education and experience

	Chair
	Audit Committee Financial Expert

Executive Committee     Committee Members     Robert E. Mellor   Mitchell J. Krebs John H. Robinson J. Kenneth Thompson     Number of meetings in 2018: 0	Key Responsibilities
	►	Acting in 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. Mellor serves as independent Chairman of the Board. Mr. Krebs serves as President, CEO and Director.

The Board and NCG Committee 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, CLD Committee, NCG Committee and EHSCR 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, our 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, CLD Committee, NCG Committee and EHSCR Committee are composed solely of independent directors, and members of the Audit and CLD 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 NCG Committee) 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 NCG Committee) 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, Edwards 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. Mr. Mellor, the independent Chairman of the Board, presides over each such meeting. Following the Board self-evaluation process in 2017, the number and length of Board executive sessions was increased in 2018 to allow for more fulsome discussion among directors.

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 2018, directors were provided concentrated educational and development programs at Board meetings and through online training opportunities covering mining exploration, cybersecurity, anti-discrimination and anti-harassment, conflicts of interest and social media use. Several of our directors also attended programs focused on topics that are relevant to their duties as a director, including corporate governance, succession planning, diversity and inclusion, ethics, anti-corruption, cyber security, corporate strategy, stockholder activism, stockholder engagement, executive compensation, annual meetings and proxy statements, technology, economic developments and current affairs.

Policy Regarding Director Nominating Process

The NCG Committee 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 NCG Committee 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 NCG Committee has not formulated any specific minimum qualifications that it believes must be met by a nominee that the NCG Committee recommends to the Board, the NCG Committee will take into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 14. The NCG Committee would evaluate any stockholder nominee according to the same criteria as a nominee from any other source.

In addition, in March 2019 the Board proactively adopted proxy access by amending the Company’s Bylaws to permit a stockholder or group of no more than 20 stockholders who have owned at least 3% of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, one or more director nominees up to the greater of two nominees or 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the requirements specified in the Bylaws, including continued ownership of the Company’s common stock by the stockholder(s) at the required level through the relevant annual meeting of stockholders. These amendments will apply starting with the 2020 annual meeting of stockholders.

Management Succession Planning and Talent Development

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, CLD Committee and NCG Committee, 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.

As a result of this process, the executive team had identified Terrence F.D. Smith (who was then serving as the Company’s Vice President, North American Operations) as having the potential to one day lead the Company’s Operations function. Emilie C. Schouten, Senior Vice President, Human Resources, in consultation with and under the direction of our CEO, Mr. Krebs, created and implemented a multi-year development strategy for Mr. Smith, to enable him to be in a position to assume leadership of Operations when needed. Mr. Krebs and Ms. Schouten provided regular updates to the CLD Committee and the Board on Mr. Smith’s development and readiness. Our internal succession planning process also gave us the clarity to understand in advance that a new Chief Financial Officer would need to be recruited externally in anticipation of the retirement of Peter C. Mitchell, who retired as Chief Financial Officer on December 31, 2018. This process provided us with ample time to conduct a thorough recruitment process, which involved the consideration of a number of potential candidates and a series of meetings and conversations involving executive management and Board members with a number of finalists, which ultimately concluded with the successful recruitment of Thomas S. Whelan and approval of his appointment by the Board. We believe the processes by which Messrs. Smith and Whelan came to be appointed as leaders of our Operations and Finance teams, respectively, demonstrates the effectiveness of our proactive succession planning and talent development strategy.

Board Oversight of Long-Term Strategy

The Board and management frequently discuss the long-term strategy of the Company. A significant amount of time is dedicated to strategy at each regular Board meeting, a focused review of strategy occurs annually at the May Board meeting, and the Board considers alignment of key initiatives with the Company’s strategy when approving significant actions. In addition, the Board regularly invites leading investment banking firms and equity research analysts in our sector, precious metals research analysts and senior government officials to present to the Board to provide insights on the industry and the broader economy to consider in setting and overseeing long-term strategy.

Stockholder 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 2018, we contacted all stockholders who owned at least 0.15% of our aggregate outstanding shares of common stock (as of June 30, 2018), representing approximately 61.6% of our aggregate outstanding shares of common stock, and engaged with all who responded to our invitation to discuss executive compensation and ESG matters. This led to focused discussions between senior executives and, in some cases, directors, 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 2018 we increased our focus and efforts on incorporating ESG factors into our long-term business strategy and incentive compensation programs and better communicating our ESG practices and performance with investors and other stakeholders. We also acted upon feedback on topics such as Board gender diversity and refreshment and proxy access.

Also in 2018, we conducted meetings and conference calls with investors and analysts, several of which were attended by our Chairman, participated in invitation-only investment conferences, hosted Coeur Investor Day events in New York City and Toronto, which featured presentations about our operating and financial performance, key initiatives, our strategy, and ESG matters, and held the 2018 Annual Stockholders’ Meeting. In total in 2018, management conducted 14 presentations, held 126 one-on-one and group meetings with investors, and hosted 4 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 (the “Code”) in accordance with NYSE corporate governance standards. We believe our Code, which was refreshed in 2017, aligns with our purpose statement of “We Pursue a Higher Standard” by expecting all of our directors, officers and employees to seek and deliver 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 Code are available on the Corporate Governance page of our website, 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.

Responsibility

At Coeur, the first component of our purpose statement, We Pursue a Higher Standard, is to Protect our people, places and planet. 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. In 2018, we conducted a materiality assessment regarding ESG matters and improved our data tracking in conjunction with this assessment, striving to measure what matters.

Our focus on reduction in spills and water usage for 2018 provide specific examples to support our overarching ESG commitment. At Coeur, we align compensation with these values. 7.5% of the 2018 AIP opportunity was tied to a reduction in significant spills compared to the prior year, and in 2018, we achieved a 70% reduction compared to 2017.

Our operational water demands from ground, surface, and municipal sources have decreased by 70% from 2013 to 2018, and total source withdrawals were reduced 66% from 2017 to 2018. These decreases were achieved by beneficially reusing water in our operations, such as using precipitation and recycling water in our leaching processes or re-using treated tailings water for milling and process makeup. In addition to decreasing use enterprise-wide through water management strategies, the sale of the San Bartolomé mine in Bolivia, which was our greatest consumer of water, was a big driver of this change.

Mexico. In an effort to enhance safety culture, Palmarejo implemented SafeStart, a proven safety and human error reduction method that is designed to reduce unsafe and at-risk decisions by making safety personal. The system is specific to Palmarejo, but we see opportunities to enhance our health and safety systems across sites with behavior-based, employee-led programs focusing on human error reduction. In 2018, Coeur initiated IMPACT training, a leadership program for frontline supervisors that complements in-person training with cross-site networking, mentorship and practical application over one year. The first cohort of 20 leaders graduated in October 2018, and two additional cohorts will graduate in 2019.

Companywide, we have consistently outperformed the mining industry’s widely-used safety standard, achieving a 68% reduction in employee and contractor Total Reportable Injury Frequency Rate (“TRIFR”) from 2012 to 2018.

Source: Mine Safety & Health Administration

In 2018, we partnered with over 220 community organizations across our communities to contribute in categories such as infrastructure, health, education, economic development and indigenous culture. Both time and financial resources were given in support of projects and activities.

Coeur Heroes is a recruitment and mentoring program designed to highlight and engage members of the military through on-the-job experience, allowing past and present service members to use their skills to help make a difference at our operations. In its first year, eight veterans were hired at our U.S.-based operations through the Coeur Heroes program.

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 CLD Committee retained Semler Brossy Consulting Group LLC (“Semler Brossy”) for the 2018 compensation year to provide information, analyses, and advice regarding executive and director compensation, as described below. Semler Brossy is a compensation consulting firm specializing in executive compensation consulting services and reports directly to the CLD Committee.

Semler Brossy provided the following services for the CLD Committee during 2018 and early 2019:

At the CLD Committee’s direction, Semler Brossy provided the following additional services for the CLD Committee during 2018 and in early 2019

In the course of conducting its activities, Semler Brossy attended four of the six meetings of the CLD Committee during 2018 (all four of the meetings following its appointment as the CLD Committee’s independent consultant) and presented its findings and recommendations for discussion.

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

Semler Brossy reported directly to the CLD Committee following its appointment as the Committee’s independent consultant and provided no services during such time to Coeur other than executive and nonemployee director compensation consulting services at the direction of the CLD Committee. Before being appointed as the Committee’s independent consultant, Semler Brossy undertook limited engagements for Company management with respect to certain aspects of Coeur’s executive compensation program. Semler Brossy 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 CLD Committee or our executive officers. In addition, in its agreement with the CLD Committee, Semler Brossy agreed to advise the Chair of the CLD Committee if any potential conflicts of interest arise that could cause Semler Brossy’s independence to be questioned, and not to undertake projects for management except at the request or with the prior consent of the CLD Committee Chair and as an agent for the CLD Committee.

In March 2019, the CLD Committee considered the following six factors with respect to Semler Brossy: (i) the provision of other services to Coeur by Semler Brossy; (ii) the amount of fees received from Coeur by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy with a member of the CLD Committee; (v) any Coeur stock owned by Semler Brossy; and (vi) any business or personal relationship of Semler Brossy with any of our executive officers. After considering the foregoing factors, the CLD Committee determined that Semler Brossy was independent and that the work of Semler Brossy with the CLD Committee for the 2018 compensation year did not raise any conflicts of interest.

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 EHSCR Committee, the CLD Committee and the NCG Committee.

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 and Leadership Development Committee Role in Risk

The CLD 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 and forfeiture policy, updated in December 2018, providing for the recovery, repayment or recoupment of incentive payments to (i) executive officers (as defined under SEC rules) in certain instances involving financial restatements and (ii) Company officers in certain circumstances involving misconduct, which further mitigates risk.

Compensation and Leadership Development Committee Interlocks and Insider Participation

None of the members of the CLD Committee during 2018 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 CLD 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 2018. The following table presents fees for professional services rendered by Grant Thornton for 2018 and 2017.

None of the services described above were approved by the Audit Committee under the de minimis exception provided by Rule 201(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.

AUDIT COMMITTEE REPORT

The Audit Committee, which consists of Linda L. Adamany (Chair), Sebastian Edwards, Randolph E. Gress and Jessica L. McDonald, 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 2018 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 Audit 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, 2018. 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, 2018 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, 2019. 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, 2019.

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
SEBASTIAN EDWARDS
RANDOLPH E. GRESS
JESSICA L. MCDONALD

PROPOSAL NO. 2: 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, 2019. Grant Thornton LLP served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2018, December 31, 2017 and December 31, 2016, and Grant Thornton LLP’s tenure was considered by the Audit Committee in its assessment of Grant Thornton LLP’s independence.

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, 2019. 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
	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 also serves as a member of the board of directors of Kansas City Southern Railway Company since May 2017 (Audit Committee; Finance Committee). His is a member of the Board of National Mining Association (Executive Committee; Chairman of Audit and Finance Committee) and a past President of The Silver Institute.
Age: 47

Thomas S. Whelan, Senior Vice President & Chief Financial Officer
	Thomas S. Whelan was appointed Senior Vice President and Chief Financial Officer in January 2019. Prior to joining Coeur, Mr. Whelan served as CFO of Arizona Mining Inc. from September 2017 to August 2018, when the company was acquired by 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.
Age: 49

Casey M. Nault, Senior Vice President, General Counsel & Secretary
	Casey M. Nault was appointed Senior Vice President, General Counsel and Secretary in January 2015. Mr. Nault was appointed as Vice President and General Counsel upon joining Coeur in April 2012 and was appointed Secretary in May 2012. Mr. Nault has over 20 years of experience as a corporate and securities lawyer, including prior in-house positions with Starbucks Corporation and Washington Mutual, Inc. and law firm experience with Gibson, Dunn & Crutcher. His experience includes securities compliance and SEC reporting, corporate governance and compliance, mergers and acquisitions, public and private securities offerings and other strategic transactions, general regulatory compliance, cross-border issues, land use and environmental issues, and overseeing complex litigation. Mr. Nault has a B.A. in Philosophy from the University of Washington and received his law degree from the University Southern California Law School.
Age: 47

SHARE OWNERSHIP

The following table sets forth information, as of the close of business on March 11, 2019 (except as otherwise noted), concerning the beneficial ownership of our common stock by (i) 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 2018 Summary Compensation Table set forth on page 65, and (iv) by all of our current directors and executive officers as a group.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program for our NEOs. The following individuals were NEOs in 2018 and, except for Mr. Hanagarne, Jr., whose employment with the Company terminated on November 16, 2018, and Mr. Mitchell, who retired as Chief Financial Officer on December 31, 2018, all are current executive officers of the Company:

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 CLD Committee of the Board arrived at specific 2018 executive compensation decisions and the factors the CLD 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 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, including the Sterling and Crown Block gold projects in Nevada.
Coeur is headquartered in Chicago, IL. and employs approximately 2,000 people companywide. 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 over 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 creating a long-term positive impact on the environment, health and safety, and socioeconomics of the communities in which we do business.

2018 Executive Compensation Strongly Aligned with Performance

Macro Conditions Impacting Precious Metals Prices and the Precious Metals Mining Industry

Our business is highly dependent on the market prices of gold, silver, zinc and lead, commodities that are actively traded and frequently experience significant price volatility. Macroeconomic conditions during 2018 and the three-year period from 2016-2018 significantly impacted our business results, stockholder returns and executive compensation results. Over the three years ended December 31, 2018, U.S. equity markets posted overall gains. Through most of this period, major indices such as the Dow Jones Industrial Average (“DJIA”) and S&P 500 repeatedly registered record highs before experiencing a sharp drop during the second half of 2018, which can likely be attributed to anxieties about U.S. monetary policy, a potential global economic slowdown and trade tensions between the U.S. and China.

During the same three-year period, London Bullion Market Association gold and silver prices increased 21% and 12%, respectively. Despite this overall appreciation, both metals experienced significant volatility during the period, with both reaching period-high prices in August 2016 followed by oscillation between 10% and 30% above year-end 2015 prices. Additionally, spot prices of London Metal Exchange-grade zinc and lead declined 24% and 19% in 2018, primarily due to ongoing concerns of economic deceleration in China.

As the first table below shows, Coeur’s and its peers’ stock prices generally moved in tandem with gold and silver metals prices during this three-year period, posting the largest gains in the first three quarters of 2016 before steadily declining through the end of 2018. Due to a variety of factors, Coeur’s stock price is more highly levered to changes in metals prices than our peers, which means that in times of rising metal prices, Coeur’s stock tends to outperform our peers, while we tend to underperform peers in times of weakening metal prices. As a result, during the three-year period of overall price increases, Coeur stock outperformed its peer group. In 2018, though, as shown in the second table below, both gold and silver experienced modest price declines, and Coeur stock underperformed relative to its peer group.

Company Performance

Despite this macro environment, in 2018 we continued to focus and execute on the aspects of our business that we can control, namely our plans for investment in our existing assets to unlock long-term value for our stockholders and to complete strategic transactions that align with our strategy of growing our North American platform. Many of our accomplishments this year demonstrate our commitment to our focused, long-term value-creation strategy. However, we also faced challenges during the year, primarily a slower-than-expected ramp-up of our newest mine, Silvertip, which weighed on overall results. Given the alignment of our compensation programs with performance, the challenges that impacted our overall results also contributed to below-target AIP payouts and zero payout for 25% of the three-year performance shares tied to operating cash flow per share.

Alignment of 2018 Compensation

As highlighted below, our 2018 executive compensation programs were aligned with our operational and financial performance and stockholder returns. One-year total stockholder return (“TSR”) in 2018 was negative, but over the 2016-2018 performance period, annualized TSR was 20.1%, which placed Coeur in the 69^th percentile of our peer group, leading to 139% payout of the performance shares tied to three-year relative TSR performance. In addition:

Executive Compensation Program Philosophy and Objectives

Our CLD 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 “2018 Executive Compensation Program Philosophy and Elements — 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 2018, 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.