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 11, 2010
Coeur d’Alene Mines Corporation
(Exact name of registrant as specified in its charter)
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IDAHO
(State or other jurisdiction
of incorporation or organization)
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1-8641
(Commission File Number)
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82-0109423
(IRS Employer Identification No.) |
505 Front Ave., P.O. Box “I”
Coeur d’Alene, Idaho, 83816
(Address of Principal Executive Offices)
(208) 667-3511
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
At the 2010 Annual Meeting of Shareholders (the “Annual Meeting”) of Coeur d’Alene Mines
Corporation (the “Company”) held on May 11, 2010, the Company’s stockholders approved the amendment
and restatement of the Coeur d’Alene Mines Corporation 2003 Long-Term Incentive Plan (the “Amended
Plan”).
The Amended Plan will be administered by the Compensation Committee of the Board of Directors
(the “Committee”). Employees of the Company, its affiliates and its subsidiaries, as well as
non-employee Directors of the Company, are eligible to participate in the Amended Plan. Up to
4,000,000 shares of the Company’s common stock will be authorized for issuance through the Amended
Plan, plus any shares subject to outstanding awards under the Coeur d’Alene Mines Corporation 2005
Non-employee Directors’ Equity Incentive Plan as of May 11, 2010 that on or after that
date cease to be subject to such awards (other than as a result of exercise for or settlement in
vested and nonforfeitable shares). The Amended Plan provides the Committee with the authority to
award incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”),
restricted stock, restricted stock units (“RSUs”), performance units, performance shares,
cash-based awards and stock-based awards.
The Amended Plan provides for limits on the number of shares that may be subject to awards
granted to any one participant in any one year as follows: (i) 60,000 shares for awards granted in
the form of options; (ii) 60,000 shares for awards granted in
the form of SARs, (iii) 60,000 shares for awards granted in the form of
restricted stock or RSUs, (iv) 60,000 shares for awards granted in the form of performance shares or performance units
and (v) 60,000 shares for awards granted in the form of other stock-based awards. The Amended Plan
also provides for an annual per participant limit of $1,200,000 for cash-based awards. In
addition, the Amended Plan provides that non-employee directors may not receive awards (regardless
of type) covering more than 60,000 shares in any one year. Options and SARs issued under the
Amended Plan will not be repriced, replaced, or regranted through cancellation in exchange for
cash, other awards, or a new option or SAR at a reduced exercise or base price, or by lowering the
exercise price of a previously granted option or SAR, except (i) with the prior approval of the
Company’s shareholders or (ii) equitably in connection with changes in outstanding common stock by
reason of a merger, stock split, or certain other events. The term of stock options and SARs granted pursuant to the Amended Plan may not exceed ten years, unless granted
to participants outside the United States.
The number of shares remaining available for issuance under the Amended Plan will be
calculated pursuant to a share-counting formula, pursuant to which each share of common stock
issued pursuant to options or SARs awarded under the Amended Plan will reduce
the number of shares that remain available for issuance under the Amended Plan by 1, while each
share of common stock issued pursuant to any other award under the Amended Plan will reduce the
number of shares that remain available for issuance by 1.5.
The amendment and restatement of the Coeur d’Alene Mines Corporation 2003 Long-Term Incentive
Plan was effective as of May 11, 2010. The Amended Plan will terminate with respect to the grant
of new awards on May 11, 2020.
The foregoing description of the terms of the Amended Plan is qualified in its entirety by
reference to the actual terms of the Amended Plan, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders |
The
Company held its Annual Meeting on May 11, 2010, in Coeur d’Alene, Idaho. The shareholders
voted on the following three proposals at the Annual Meeting. The number of votes cast for and
against each proposal and the number of withheld votes, abstentions and broker non-votes are set
forth below.
Proposal 1. Election of Directors
The shareholders elected the following nine individuals to the Company’s Board of Directors for
one-year terms expiring at the 2011 annual meeting. The results were
as follows:
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Broker |
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For |
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Against |
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Withheld |
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Non-Votes |
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L. Michael Bogert |
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39,066,868 |
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19,181 |
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2,503,916 |
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14,104,933 |
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James J. Curran |
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39,037,097 |
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31,271 |
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2,521,597 |
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14,104,933 |
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Sebastian Edwards |
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39,128,731 |
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18,766 |
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2,442,468 |
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14,104,933 |
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Andrew Lundquist |
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38,230,734 |
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19,713 |
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3,339,518 |
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14,104,933 |
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Robert E. Mellor |
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39,050,135 |
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45,788 |
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2,494,042 |
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14,104,933 |
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John H. Robinson |
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39,047,928 |
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32,020 |
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2,510,017 |
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14,104,933 |
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J. Kenneth Thompson |
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38,900,654 |
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8,866 |
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2,680,445 |
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14,104,933 |
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Timothy R. Winterer |
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39,050,555 |
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30,716 |
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2,508,694 |
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14,104,933 |
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Dennis E. Wheeler |
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37,782,097 |
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48,268 |
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3,759,600 |
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14,104,933 |
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Proposal 2. Adoption of an Amendment and Restatement of the Coeur d’Alene Mines Corporation 2003
Long-Term Incentive Plan
The shareholders approved the adoption of an amendment and restatement of the 2003 Long-Term
Incentive Plan. The results were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 33,386,863
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7,713,479
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489,603
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14,104,953 |
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered
public accounting firm for the 2010 fiscal year. The results were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 53,685,270
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1,478,972
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530,656
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0 |
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