Coeur Mining (CDE) investors approve share increase and New Gold stock issuance

Rhea-AI Filing Summary

Coeur Mining, Inc. reported that its stockholders approved two key proposals at a special meeting held in connection with its previously announced strategic business combination with New Gold Inc. under a plan of arrangement in British Columbia.

Stockholders first approved an amendment to Coeur’s Certificate of Incorporation to increase authorized common shares from 900,000,000 to 1,300,000,000, with 434,991,142 votes for and a 96.75% approval percentage of votes cast. They also approved issuing Coeur common stock to New Gold shareholders for the combination, with 436,551,109 votes for and a 97.12% approval percentage. A quorum was reached, with 449,963,709 shares represented out of 642,106,588 shares outstanding on the record date.

Positive

• Strong shareholder support for strategic combination: Both the increase in authorized shares and the issuance of Coeur stock to New Gold shareholders were approved with very high approval percentages (96.75% and 97.12%), signaling broad backing for the planned business combination.
• Key conditions for transaction progression satisfied: Approval of the charter amendment and share issuance removes major corporate approvals needed for Coeur to proceed with its strategic business combination structure as outlined in its proxy materials.

Negative

• None.

Insights

Equity & M&A Analyst

Shareholders cleared key approvals for Coeur’s New Gold combination.

Stockholders of Coeur Mining approved both an increase in authorized common shares and the issuance of new shares to New Gold shareholders tied to a strategic business combination. These votes remove significant procedural hurdles to completing the transaction.

The share authorization amendment raises capacity from 900,000,000 to 1,300,000,000 authorized shares, with a 96.75% approval percentage of votes cast. The stock issuance for the arrangement with New Gold Inc. received an even higher 97.12% approval percentage. Turnout reached about 70% of shares entitled to vote, indicating strong participation.

These results indicate broad stockholder support for management’s combination strategy as described in the related proxy materials. Subsequent company filings and disclosures regarding completion of the arrangement and related share issuances will show how the approved structure is implemented.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2026

Coeur Mining, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8641	82-0109423
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

200 South Wacker Drive

Suite 2100

Chicago, Illinois 60606

(Address of Principal Executive Offices)

(312) 489-5800

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (par value $.01 per share)		CDE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously announced, on November 2, 2025, Coeur Mining, Inc., a Delaware corporation (“Coeur”), New Gold Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“New Gold”), and 1561611 B.C. LTD., a corporation organized and existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur (“Canadian Sub”), entered into an arrangement agreement (the “Arrangement Agreement”) and agreed to a strategic business combination transaction pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).

On January 27, 2026, Coeur held a special meeting of stockholders (the “Special Meeting”) in connection with the Arrangement. At the close of business on the record date of the Special Meeting, there were 642,106,588 shares of common stock, par value $0.01 per share, of Coeur issued and outstanding (collectively, the “Coeur Common Stock”), each of which was entitled to one vote with respect to the proposals voted on at the Special Meeting. A total of 449,963,709 shares of Coeur Common Stock, representing approximately 70% of the issued and outstanding shares of Coeur Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.

The following is a summary of the matters voted on at the Special Meeting based on the final, certified report of the voting results by the independent inspector of elections. The definitive proxy statement related to the Special Meeting that was filed by Coeur with the SEC under cover of Schedule 14A (File No. 001-08641) on December 22, 2025 contains a description of the following proposals considered at the Special Meeting. There were no recorded broker non-votes.

Proposal 1: The Charter Amendment Proposal

To approve the amendment to the Certificate of Incorporation of Coeur, as amended, to increase the number of authorized shares of Coeur Common Stock from 900,000,000 shares to 1,300,000,000 shares. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:

For		Against		Abstain/ Withheld	Approval Percentage (1)
434,991,142		14,600,438		372,129	96.75%

⁽¹⁾ Percentage of votes cast for the proposal, excluding abstentions and broker non-votes.

Proposal 2: The Stock Issuance Proposal

To approve the issuance of shares of Coeur Common Stock to New Gold shareholders in connection with the Arrangement. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:

For		Against		Abstain/ Withheld	Approval Percentage (1)
436,551,109		12,902,270		510,330	97.12%

⁽¹⁾ Percentage of votes cast for the proposal, excluding abstentions and broker non-votes.

No other business properly came before the Special Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COEUR MINING, INC.
Date: January 27, 2026	By:	/s/ Casey M. Nault
		Name: Casey M. Nault
		Title: Senior Vice President, General Counsel and Secretary

FAQ

What did Coeur Mining (CDE) shareholders approve at the special meeting?

Shareholders approved increasing authorized common shares and issuing new Coeur stock to New Gold shareholders. These two proposals support a strategic business combination under a plan of arrangement governed by British Columbia law, as described in Coeur’s proxy materials.

How many Coeur Mining shares were outstanding and represented at the meeting?

There were 642,106,588 Coeur common shares outstanding on the record date, each entitled to one vote. A total of 449,963,709 shares were present in person or by proxy, representing approximately 70% of shares entitled to vote and constituting a quorum.

What change to Coeur Mining’s authorized share count was approved?

Shareholders approved amending Coeur’s Certificate of Incorporation to increase authorized common shares from 900,000,000 to 1,300,000,000. This larger authorization provides capacity for the issuance of shares in connection with the New Gold combination and other potential corporate needs.

How strong was support for Coeur Mining’s charter amendment proposal?

The charter amendment proposal received 434,991,142 votes for, 14,600,438 against, and 372,129 abstentions. Based on votes cast, excluding abstentions and broker non-votes, the approval percentage was 96.75%, indicating very strong support among voting shareholders.

What did Coeur Mining (CDE) shareholders decide on issuing stock to New Gold investors?

Shareholders approved issuing Coeur common stock to New Gold shareholders in connection with the strategic arrangement. The proposal received 436,551,109 votes for, 12,902,270 against, and 510,330 abstentions, with a 97.12% approval percentage of votes cast, excluding abstentions and broker non-votes.

Were there any other matters voted on at Coeur Mining’s special meeting?

No other business properly came before the special meeting. The agenda focused on the charter amendment to increase authorized shares and the approval of issuing Coeur common stock to New Gold shareholders as part of the planned arrangement transaction.