Coeur Mining (CDE) Proxy filing summary

Executive summary

• Achieved record full-year gold and silver production, free cash flow, adjusted EBITDA, and earnings in 2025, driven by successful integration of Las Chispas and strong performance at Rochester.

• Closed acquisition of New Gold Inc. in March 2026, adding New Afton and Rainy River mines, further enhancing reserves, resources, and production profile.

• Share price increased approximately 210% during 2025, supported by operational and financial achievements and rising metals prices.

• Ended 2025 with $554M in cash, a tenfold increase year-over-year, and net leverage ratio improved from 1.6x to (0.2x).

• Board and management focused on continued integration, operational excellence, and delivering record results in 2026.

Voting matters and shareholder proposals

• Election of nine director nominees for one-year terms.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for 2026.

• Approval of amendment to Certificate of Incorporation to limit liability of certain officers as permitted by law.

• Advisory resolution to approve named executive officer compensation (say-on-pay).

Board of directors and corporate governance

• Board comprises nine nominees, 8 of whom are independent; three new directors added in the last two years.

• Board refreshment emphasizes diversity, relevant skills, and experience; average tenure will be 7.6 years if all nominees elected.

• Board committees (Audit, Compensation and Leadership Development, EHSCR, Nominating and Corporate Governance) are fully independent.

• Annual board and committee evaluations, majority voting standard, and proxy access for shareholders owning 20%+ of shares.

• No related person transactions with directors or executive officers in 2025.