Coeur Mining, Inc. · NYSE:CDE

Coeur Mining — Proxy Contest (April 2016)

26 slides from Coeur Mining's proxy contest presentation, Apr 28, 2016

  1. Slide 1: Coeur 2016 Proxy Statement: Strong Alignment of Pay and Performance

    Coeur 2016 Proxy Statement:Strong Alignment of Pay and Performance April 28, 2016

  2. Slide 2: Cautionary Statements

    Cautionary Statements This presentation contains forward-looking statements within the meaning of securities legislation in the United States and Canada, including statements regarding anticipated production, costs, and free cash flow. Such forward-looking statements involve known and unknown risks,

  3. Slide 3: Cautionary Statements (continued)

    Cautionary Statements (continued) Reserves, Resources and Mineralized Material Coeur is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934 and applicable Canadian securities laws, and as a result we report our mineral reserves according to two different standards. Cana

  4. Slide 4: Important Additional Information

    Important Additional Information In connection with the solicitation of proxies, Coeur Mining, Inc. (“Coeur” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) and mailed to stockholders a definitive proxy statement dated March 29, 2016 (the “Proxy Statement”). The Proxy

  5. Slide 5: Executive Summary

    Executive Summary Coeur Mining, Inc. strongly disagrees with the negative vote recommendation of Institutional Shareholder Services, or ISS, with respect to the advisory vote on executive compensation, or “Say-on-Pay” proposal to be voted on at Coeur’s annual meeting of stockholders on May 10, 2016.

  6. Slide 6: Relevant Terms

    Relevant Terms We use the following terms in this presentation and in Coeur’s 2016 Proxy Statement to describe our operations and results, some of which are non-GAAP financial measures. Please see non-GAAP reconciliation tables in the appendix to this presentation. Term Definition AISC1 All-in susta

  7. Slide 7: Pay-for-Performance: Responses to ISS Report

    Pay-for-Performance: Responses to ISS Report ISS Comment Coeur Response NegativeCompany financialperformance As shown in the charts on slides 16 and 17, Coeur’s stock price and financial performance have a strong correlation to silver prices and is highly leveraged to changes in gold and silver pric

  8. Slide 8: Pay-for-Performance: Responses to ISS Report (cntd)

    Pay-for-Performance: Responses to ISS Report (cntd) ISS Comment Coeur Response Above-target annual incentive payout despite negative financial performance AIP payments tied to internal operational and financial goals that are directly aligned with multi-year strategic initiatives and value creation

  9. Slide 9: Multiyear CEO Compensation Aligned with Stockholder Returns

    Multiyear CEO Compensation Aligned with Stockholder Returns Realizable pay as of 12/31/201543% reduction primarily attributable to zero payout of 2013 grant of performance shares, sharp decrease in value of restricted stock and all stock options being significantly “underwater” Significant Reduction

  10. Slide 10: Strong Link Between Realized Pay and Stockholder Returns

    Strong Link Between Realized Pay and Stockholder Returns 97% decline in value of 2013 CEO equity grant due to:Zero payout of performance shares for the 2013-2015 periodSignificant decline in value of restricted stock and all stock options significantly underwater; in line with TSR (realized value of

  11. Slide 11: Status of 2013-2015 CEO LTIP Grants

    Status of 2013-2015 CEO LTIP Grants Significant loss in value of restricted stock and 0% of performance shares and options “in the money” as of 12/31/15, consistent with negative three-year TSR Grant Year Type of Award Value at Grant Realized or “In the Money” as of 12/31/15 Unvested or “At-Risk” as

  12. Slide 12: 2015 AIP – Exercise of Negative Discretion

    2015 AIP – Exercise of Negative Discretion Targets designed to drive progress toward multi-year strategic initiativesSilver equivalent production1: 35.2M (35.6M achieved)Cash operating costs per silver equivalent ounce1: $13.68 ($13.08 achieved)Operating cash flow: $87.5M ($113.5M achieved)Safety an

  13. Slide 13: Board Responded to Stockholder Feedback

    Board Responded to Stockholder Feedback Stockholder Feedback Response Reduce AIP to account for negative TSR year Compensation Committee exercised negative discretion to reduce NEO AIP payouts; payouts approximately 20% lower than 2014 for each NEO Variable rather than fixed LTIP grants Changed LTIP

  14. Slide 14: Executive Compensation: Pay-for-Performance Philosophy

    Executive Compensation: Pay-for-Performance Philosophy Guiding Principles Objectives Drive performance against critical strategic goals designed to create long-term stockholder valueMajority of executive compensation in the form of variable compensationAttract and retain highly skilled executives Pe

  15. Slide 15: Leading Executive Compensation Practices

    Leading Executive Compensation Practices What We Do What We Do Not Do Pay for performance with strong alignment of realized pay to TSR No excise tax gross-ups, tax gross-ups on perquisites or tax gross-ups applicable to change-in-control and severance payments Proactive stockholder outreach with mea

  16. Slide 16: YTD Relative Price Performance

    166% 122% YTD Relative Price Performance Source: Capital IQ as of April 22, 2016.Note: Coeur-defined peers include AG, SWC, CG, HOC, NGD, AGI, AEM, HL, PAAS, OGC, PPP, THO, and SSRI. Glass Lewis-defined peers include PAAS, SWC, HL, SSRI, AG, NGD, CG, GSC, AEM, TCM, IMG, EDR, ELD, CS, and MUX. ISS-de

  17. Slide 17: Coeur's Equity is Highly Leveraged to Gold and Silver Prices

    Coeur’s Equity is Highly Leveraged to Gold and Silver Prices As of April 18, 2016. These tables were prepared using data provided by BMO Capital Markets. Coeur has not verified the assumptions made or the accuracy of the data used to create these tables. There can be no assurance that this informati

  18. Slide 18: Industry-Leading Cost Reductions

    Industry-Leading Cost Reductions See non-GAAP reconciliation tables in the appendix to this presentation. For purposes of silver and gold equivalence, a 60:1 ratio is assumed except where noted as average realized prices. Note: Wharf excluded from 1Q 2015 costs as no sales were recorded. Companywide

  19. Slide 19: Coeur is Consistently and Aggressively Reducing Operating Costs

    Coeur is Consistently and Aggressively Reducing Operating Costs Coeur is an Industry-Leader in Consistently Reducing Costs Note: Percentage decline or increase in primary per ounce cost metric as publicly reported by each company in their full-year 2015 financial results. % Decline 4Q 2015 vs 4Q 201

  20. Slide 20: Highlights: 2015 and 2016 to date

    Highlights: 2015 and 2016 to date 2015 silver and gold production increased by 11% year-over-year to 35.6M silver equivalent ounces1, at the high-end of guidance established at the beginning of 2015 Significantly reduced 2015 unit costs2 by 22%, which beat guidance established at the beginning of 20

  21. Slide 21: Appendix

    Appendix

  22. Slide 22: All-in Sustaining Costs Reconciliation

    in thousands except per ounce costs 1Q 2016 FY 2015 FY 2014 FY 2013 Costs applicable to sales, including amortization (U.S. GAAP) $128,469 $617,938 $635,516 $691,969 Amortization 26,914 138,284 157,571 228,033 Costs applicable to sales 101,555 479,654 477,945 463,663 Treatment and refining costs 1,1

  23. Slide 23: Non-GAAP to U.S. GAAP Reconciliation: Adjusted EBITDA

    Non-GAAP to U.S. GAAP Reconciliation (unaudited) Adjusted EBITDA in thousands 1Q 2016 4Q 2015 1Q 2015 Net income (loss) ($20,396) ($303,000) ($33,287) Interest expense, net of capitalized interest 11,120 11,758 10,765 Other, net (1,314) (14,240) 2,511 Income tax provision (benefit) 2,103 (13,521) 68

  24. Slide 24: Board of Directors

    Board of Directors Robert E. Mellor – 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 boa

  25. Slide 25: Executive Leadership

    Executive Leadership Mitchell J. Krebs – President and Chief Executive Officer. During his twenty year tenure with Coeur, Mr. Krebs has led nearly $2 billion in capital raising and debt restructuring activities and has facilitated over $2 billion of acquisitions and divestitures. Mr. Krebs was previ

  26. Slide 26: Corporate Office and Contact

    Corporate Office: Coeur Mining, Inc. 104 S. Michigan Ave, Suite 900 Chicago, Illinois 60603Main Tel: (312) 489-5800Stock Ticker: CDE: NYSEWarrant Ticker: CDM.WT: TSXWebsite: coeur.comContact: Contact Information Rebecca HusseyManager, Investor Relationsrhussey@coeur.com

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