Coeur Mining (NYSE: CDE) declares $0.02 dividend and amends charter, bylaws
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Coeur Mining, Inc. reported several governance and capital allocation updates following its 2026 Annual Stockholders’ Meeting. Stockholders approved an amendment to the Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law, and the Board adopted amended and restated bylaws that update the list of corporate officers and clarify their authorities and duties.
The Company announced that Vice President, Corporate Controller and Chief Accounting Officer Kenneth J. Watkinson plans to retire in early 2027, remaining Chief Accounting Officer until August 10, 2026 and then serving as Vice President, Accounting during the transition. Anne Beckelheimer, currently Senior Vice President, Tax and Treasurer, will become Senior Vice President, Tax, Corporate Controller and Chief Accounting Officer effective August 10, 2026.
At the Annual Meeting, nine directors were elected with approval percentages generally above 92%, Grant Thornton LLP was ratified as 2026 auditor with 99.66% approval, the charter amendment passed with 75.39% approval, and an advisory vote on named executive officer compensation received 98.22% support. The Board also declared an inaugural dividend of $0.02 per share, expected to be paid on June 10, 2026 to stockholders of record as of May 25, 2026, with an effective record date of May 22, 2026 due to an NYSE market holiday.
Positive
- None.
Negative
- None.
Insights
Coeur pairs new officer protections and leadership transition with a modest inaugural dividend.
Coeur Mining received strong stockholder support for all four Annual Meeting proposals, including 75.39% approval for a charter amendment limiting certain officer liability and 98.22% support for executive compensation. Such voting results suggest broad alignment between stockholders, the Board and management.
The Board also adopted amended and restated bylaws, refining officer roles and clarifying authorities and duties. Combined with the succession of Anne Beckelheimer to the Chief Accounting Officer role and a planned, long-dated retirement for Kenneth Watkinson, these moves present as orderly governance and leadership evolution rather than abrupt change.
The inaugural semi-annual dividend of $0.02 per share formalizes a stated financial policy and begins direct cash returns to stockholders, although at a modest level. Investors may focus on future disclosures to understand how this dividend interacts with capital needs across Coeur’s multi-mine portfolio.
8-K Event Classification
5 items: 5.02, 5.03, 5.07, 8.01, 9.01
5 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Inaugural dividend: $0.02 per share
Dividend payment date: June 10, 2026
Effective dividend record date: May 22, 2026
+4 more
7 metrics
Inaugural dividend
$0.02 per share
Declared as 1H 2026 Dividend; semi-annual policy
Dividend payment date
June 10, 2026
Payable to stockholders of record as of May 25, 2026
Effective dividend record date
May 22, 2026
Adjusted due to NYSE market holiday on May 25, 2026
Auditor ratification approval
99.66%
Votes for Grant Thornton LLP: 498,532,688 for, 1,702,707 against
Charter amendment approval
75.39%
Certificate of Incorporation Amendment to limit certain officer liability
Say-on-pay approval
98.22%
Advisory resolution on named executive officer compensation
Highest director support
99.81%
Votes for director Eduardo Luna at 2026 Annual Meeting
Key Terms
Certificate of Incorporation Amendment, A&R Bylaws, broker non-votes, advisory resolution on named executive officer compensation, +1 more
5 terms
Certificate of Incorporation Amendment regulatory
"the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers"
A&R Bylaws regulatory
"the Company’s Board of Directors approved and adopted amended and restated bylaws of the Company (as so amended, the “A&R Bylaws”)"
broker non-votes financial
"The number of votes cast for and against each proposal and the number of abstentions and broker non-votes are set forth below."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory resolution on named executive officer compensation financial
"The stockholders approved an advisory resolution on named executive officer compensation."
forward-looking statements regulatory
"This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On Wednesday, May 13, 2026, Kenneth J. Watkinson, Coeur Mining, Inc.'s (“Coeur” or the “Company”) Vice President, Corporate Controller and Chief Accounting Officer informed the Company of his intention to retire in early 2027. Mr. Watkinson is expected to remain in his current role until August 10, 2026, thereafter continuing as Vice President, Accounting to assist with transition matters through his retirement in early 2027.
Anne Beckhelheimer has been selected to assume the role of Senior Vice President, Tax, Corporate Controller and Chief Accounting Officer of the Company effective August 10, 2026.
Ms. Beckelheimer, 46, joined the Company in June 2015 and has over 20 years of relevant experience. Ms. Beckelheimer has served as the Company’s Senior Vice President, Tax and Treasurer since February 2026. Ms. Beckelheimer previously served as Vice President, Tax and Treasurer from May 2020 to February 2026, as Vice President, Tax from March 2017 to May 2020, and as Director of Tax from June 2015 to March 2017. She began her career with KPMG, LLP and previously served as Senior Manager, Global Tax Accounting at Newmont Mining Corporation and as Tax Director for Royal Gold, Inc. Ms. Beckelheimer holds a Bachelor of Business Administration from Baylor University and a Masters of Taxation from the University of Denver. She is a Certified Public Accountant.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company held its 2026 Annual Stockholders’ Meeting on May 12, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law (the “Certificate of Incorporation Amendment”). In all other respects, the terms of the Certificate of Incorporation remain unchanged. Following the stockholders’ approval, the Company filed the Certificate of Incorporation Amendment on May 12, 2026 with the Secretary of State of the State of Delaware. The Certificate of Incorporation Amendment became effective upon filing.
The foregoing description of the Certificate of Incorporation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Further, on May 13, 2026, the Company’s Board of Directors (the “Board”) approved and adopted amended and restated bylaws of the Company (as so amended, the “A&R Bylaws”). The A&R Bylaws became effective immediately upon approval by the Board. Among other things, the amendments effected by the A&R Bylaws modify the composition of officers of the Company and clarify certain provisions relating to the authorities, functions and duties of the Company’s officers.
The foregoing description of the A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.
Coeur’s stockholders voted on the following four proposals at the Annual Meeting. The number of votes cast for and against each proposal and the number of abstentions and broker non-votes are set forth below.
Proposal 1. Election of Directors.
The stockholders elected the following nine individuals to the Board for one-year terms expiring at the 2027 Annual Stockholders’ Meeting. The voting results were as follows:
| For | Against | Abstain | Approval Percentage (1) | |||||||||||
| Linda L. Adamany | 405,333,647 | 30,983,402 | 636,958 | 92.90% | ||||||||||
| Pierre Beaudoin | 430,084,189 | 6,208,373 | 661,445 | 98.58% | ||||||||||
| Paramita Das | 424,932,384 | 11,292,236 | 729,387 | 97.41% | ||||||||||
| Patrick Godin | 429,931,226 | 6,364,329 | 658,452 | 98.54% | ||||||||||
| Jeane L. Hull | 418,920,061 | 17,384,576 | 649,370 | 96.02% | ||||||||||
| Mitchell J. Krebs | 404,616,391 | 31,695,587 | 642,029 | 92.74% | ||||||||||
| Eduardo Luna | 435,461,156 | 839,599 | 653,252 | 99.81% | ||||||||||
| Marilyn Schonberner | 435,293,900 | 1,021,205 | 638,902 | 99.77% | ||||||||||
| J. Kenneth Thompson | 404,094,942 | 32,202,065 | 657,000 | 92.62% | ||||||||||
| Broker Non-Votes: 64,139,757 | ||||||||||||||
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm for 2026.
The stockholders ratified the appointment of Grant Thornton LLP as Coeur’s independent registered public accounting firm for the 2026 fiscal year. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | Approval Percentage (1) | ||||||||||
| 498,532,688 | 1,702,707 | 858,369 | — | 99.66% | ||||||||||
Proposal 3. Approval of an Amendment to the Company’s Certificate of Incorporation.
The stockholders approved the Certificate of Incorporation Amendment to limit the liability of certain officers as permitted by law. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | Approval Percentage (1) | ||||||||||
| 328,764,746 | 107,296,275 | 892,986 | 64,139,757 | 75.39% | ||||||||||
Proposal 4. Approval of Advisory Resolution on Named Executive Officer Compensation.
The stockholders approved an advisory resolution on named executive officer compensation. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | Approval Percentage (1) | ||||||||||
| 428,071,901 | 7,773,165 | 1,108,941 | 64,139,757 | 98.22% | ||||||||||
_____________________________________________________
(1) Percentage of votes cast for the nominee or proposal (excluding abstentions and broker non-votes). Proposal 3 required approval by a majority of outstanding shares as opposed to majority of votes cast, which was achieved with 51.46% of outstanding shares at the record date voting for the proposal.
Item 8.01. Other Events.
On May 13, 2026, the Company issued a press release announcing that its Board had declared an inaugural dividend of $0.02 per share of common stock, expected to be paid on June 10, 2026 to stockholders of record at the close of business on May 25, 2026. Due to an NYSE market holiday on May 25, 2026, the effective record date will be May 22, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
| Exhibit No. | Description | ||||
3.1 | Amendment to the Certificate of Incorporation of Coeur Mining, Inc., effective as of May 12, 2026. | ||||
3.2 | Amended and Restated Bylaws of Coeur Mining, Inc., effective May 13, 2026. | ||||
99.1 | Press release dated May 13, 2026. | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
Exhibit Index
| Exhibit No. | Description | ||||
3.1 | Amendment to the Certificate of Incorporation of Coeur Mining, Inc., effective as of May 12, 2026. | ||||
3.2 | Amended and Restated Bylaws of Coeur Mining, Inc., effective May 13, 2026. | ||||
99.1 | Press release dated May 13, 2026. | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
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: May 13, 2026 | By: /s/ Casey M. Nault | ||||
| Name: Casey M. Nault Title: Executive Vice President, General Counsel and Secretary | |||||
NEWS RELEASE 
Coeur Declares Inaugural Dividend
Chicago, Illinois – May 13, 2026 – Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE, TSX: CDE) today announced the declaration of a dividend of $0.02 per share (the “1H 2026 Dividend”). The dividend is consistent with the Company’s updated financial policy announced on March 23, 2026, which outlined plans for a semi-annual dividend of $0.02 per share. The 1H 2026 Dividend is expected to be paid on June 10, 2026 to stockholders of record at the close of business on May 25, 2026. Due to an NYSE market holiday on May 25, 2026, the effective record date will be May 22, 2026.
About Coeur
Coeur Mining, Inc. is a U.S.-based, well-diversified, growing precious metals producer with seven wholly-owned operations: the New Afton gold-copper mine in British Columbia, Canada, the Rainy River gold-silver mine in Ontario, Canada, the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver mine in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska and the Wharf gold mine in South Dakota. In addition, the Company wholly-owns the Silvertip polymetallic critical minerals exploration project in British Columbia, Canada.
Cautionary Statements
This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, relating to our mining business, including statements regarding capital resources and use. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the risk that anticipated production, cost and expense levels are not attained, the risks and hazards inherent in the mining business (including risks inherent in developing and expanding large-scale mining projects, environmental hazards, industrial accidents, weather or geologically-related conditions), changes in the market prices of gold, silver and copper, and a sustained lower price or higher treatment and refining charge environment, the uncertainties inherent in Coeur’s production, exploration and development activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns) and mining law changes, ground conditions, grade and recovery variability, any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), the risk of adverse outcomes in litigation, the uncertainties inherent in the estimation of mineral reserves and resources, impacts from Coeur’s future acquisition of new mining properties or businesses, risks associated with the integration of the New Afton and Rainy River mines following the acquisition of New Gold Inc., the loss of access or insolvency of any third-party refiner or smelter to whom Coeur markets its production, materials and equipment availability, inflationary pressures, changes in applicable tax laws or regulatory interpretations, impacts from tariffs or other trade barriers, continued access to financing sources, the effects of environmental and other governmental regulations and government shut-downs, the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, the ability to maintain positive relationships with indigenous groups and other community stakeholders, Coeur’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt, as well as other uncertainties and risk factors set out in filings made from time to time with the United States Securities and Exchange Commission, and the Canadian securities regulators, including, without limitation, Coeur’s most recent reports on Form 10-K and Form 10-Q. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities. This does not constitute an offer of any securities for sale.
For Additional Information
Coeur Mining, Inc.
200 S. Wacker Drive, Suite 2100
Chicago, Illinois 60606
Attention: Jeff Wilhoit, Senior Director, Investor Relations
Phone: (312) 489-5800
www.coeur.com
Source: Coeur Mining
FAQ
What dividend did Coeur Mining (CDE) declare and when will it be paid?
Coeur declared an inaugural dividend of $0.02 per share. It is expected to be paid on June 10, 2026 to stockholders of record at the close of business on May 25, 2026, with an effective record date of May 22, 2026.
What governance changes did Coeur Mining (CDE) stockholders approve in 2026?
Stockholders approved an amendment to Coeur’s Certificate of Incorporation. The change limits the liability of certain officers as permitted by Delaware law. The Board also adopted amended and restated bylaws updating officer composition and clarifying the authorities, functions and duties of company officers.
Who is Coeur Mining’s new Chief Accounting Officer and when does she take over?
Anne Beckelheimer will become Senior Vice President, Tax, Corporate Controller and Chief Accounting Officer. She assumes the role on August 10, 2026, succeeding Kenneth J. Watkinson, who will stay on as Vice President, Accounting until his planned retirement in early 2027.
How did Coeur Mining (CDE) stockholders vote on director elections in 2026?
Nine directors were elected with strong support, generally above 92% approval. For example, Eduardo Luna received 99.81% approval and Marilyn Schonberner received 99.77% approval, based on votes cast excluding abstentions and broker non-votes, indicating broad backing for the Board’s composition.
What were the 2026 say-on-pay results for Coeur Mining (CDE)?
Coeur’s advisory vote on named executive officer compensation passed with 98.22% approval. Stockholders cast 428,071,901 votes for, 7,773,165 against and 1,108,941 abstaining, with 64,139,757 broker non-votes, signaling substantial support for the company’s executive pay program.
Which auditor did Coeur Mining (CDE) stockholders ratify for the 2026 fiscal year?
Stockholders ratified Grant Thornton LLP as Coeur’s independent registered public accounting firm for 2026. The vote totaled 498,532,688 for, 1,702,707 against and 858,369 abstentions, corresponding to 99.66% approval based on votes cast.