Coeur Mining Inc.
09/27/2024 | Press release | Distributed by Public on 09/27/2024 14:17
Amendments to Bylaws Form 8 K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 23, 2024, the Board of Directors of Coeur Mining, Inc. (the "Company") 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 Company's Board of Directors (the "Board").
Among other things, the amendments effected by the A&R Bylaws: (1) clarify the notice procedures for adjournments of virtual meetings of stockholders and eliminate the requirement that the list of stockholders be open to examination at meetings of stockholders, in each case in accordance with the 2022 amendments to the Delaware General Corporation Law (the "DGCL"); (2) revise and enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by (a) updating certain provisions to promote consistency with the "universal proxy" rules and requiring that any stockholder submitting a nomination notice make a representation and provide confirmation as to the stockholder's solicitation of proxies in accordance with the universal proxy rules, (b) narrowing certain background information requirements regarding proposed nominees to the Board, and (c) modifying certain other informational requirements related to any stockholders proposing such nominations or other business, including by clarifying the definition of "control persons", as applicable; (3) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which is reserved solely for use for solicitation by the Board; (4) clarify that the chairman of a stockholders meeting, in the absence of the Chairman of the Board and the Company's Chief Executive Officer, shall be a director or officer of the Company designated by the Board and that certain decisions of the meeting chair at stockholder meetings shall be done at the direction of the Board; (5) incorporate additional procedures with respect to stockholder meetings by remote communication; (6) remove the requirement that directors be stockholders of the Company; (7) clarify certain provisions relating to the authorities, functions and duties of the Company's officers; (8) clarify the indemnification rights for a successful defense of any proceeding and the right of an indemnitee to bring suit if a request for indemnification is not paid in accordance with the A&R Bylaws; and (9) incorporate other non-substantive, ministerial, clarifying and conforming changes, including with respect to the execution of stock certificates and the use of electronic signatures.
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 3.1 to this Current Report on Form 8-K and incorporated herein by reference.