Item 3.02. Unregistered Sales of Equity Securities. As previously announced, on May 10, 2021 Coeur Mining, Inc. ("Coeur") entered into a Share Exchange Agreement (the "Exchange Agreement") with Orion Co-VI Ltd. (the "Seller"), pursuant to which, and subject to certain closing conditions, the Seller agreed to sell to Coeur 11,067,714 common shares (the "Acquired Shares") of Victoria Gold Corp., a British Columbia company. In exchange, Coeur agreed to issue 12,785,485 shares of its common stock to the Seller (the "Coeur Shares"). On May 14, 2021, Coeur completed the acquisition of the Acquired Shares and issued the Coeur Shares to the Seller. The Coeur Shares were issued in reliance upon the exemption provided by to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Coeur held its 2021 Annual Stockholders' Meeting on May 11, 2021 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (the "2018 LTIP"). The Amendment increased the number of shares available for issuance under the 2018 LTIP such that 18,711,208 shares are available for issuance pursuant to awards granted under the 2018 LTIP on or after January 1, 2021. In all other respects, the terms of the 2018 LTIP remain unchanged from those in effect prior to the Amendment. The Amendment was adopted on March 8, 2021 and become effective upon approval by stockholders at the Annual Meeting. The foregoing description of the terms of the 2018 LTIP as amended by the Amendment is qualified in its entirety by reference to the actual terms of the 2018 LTIP as amended by the Amendment, which is included as Exhibit 99.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders 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 Coeur's Board of Directors for one-year terms expiring at the 2022 Annual Meeting of Stockholders. The voting results were as follows:


                              For         Against      Abstain    Approval Percentage (1)
   Robert E. Mellor       138,385,437    9,760,942     209,717             93.41%
   Linda L. Adamany       145,736,779    2,441,411     177,906             98.35%
   Sebastian Edwards      144,745,590    3,395,161     215,345             97.71%
   Randolph E. Gress      146,859,840    1,285,238     211,018             99.13%
   Mitchell J. Krebs      146,762,945    1,382,826     210,325             99.07%
   Eduardo Luna           134,195,311    13,940,358    220,427             90.59%
   Jessica L. McDonald    147,335,048     849,833      171,215             99.43%
   John H. Robinson       139,891,838    8,257,603     206,655             94.43%
   J. Kenneth Thompson    129,062,505    19,079,044    214,547             87.12%

            Broker Non-Votes:                  26,002,173

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as Coeur's independent registered public accounting firm for the 2021 fiscal year. The voting results were as follows:

For Against Abstain Broker Non-Votes Approval Percentage (1)


     172,268,820    1,825,478    263,971            0                     98.95%

Proposal 3. Approval of an Amendment to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan.

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The stockholders approved the amendment to the Plan to increase the number of shares of common stock reserved for issuance under the Plan by 16.7 million. The voting results were as follows:

For Against Abstain Broker Non-Votes Approval Percentage (1)


     143,467,008    4,632,219    256,869        26,002,173                96.87%

Proposal 4. Approval of advisory resolution on executive compensation. The stockholders approved an advisory resolution on executive compensation. The voting results were as follows:

For Against Abstain Broker Non-Votes Approval Percentage (1)


     141,213,905    6,656,849    485,342        26,002,173                95.50%

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(1) Percentage of votes cast for the nominee or proposal.




Item 9.01.  Financial Statements and Exhibits.
(d)  List of Exhibits

Exhibit No.                   Description
99.1                          Amended and Restated Coeur Mining, Inc. 2018 Long-Term Incentive
                              Plan, effective as of May 11, 2021.
104                           Cover Page Interactive Data File - the cover page XBRL tags are
                              embedded within the Inline XBRL document.

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                                 Exhibit Index
Exhibit No.                   Description
  9    9.1                      Amended and Restated Coeur Mining, Inc. 2018 Long-Term Incentive
                              Plan, effective as of May 11, 2021.
104                           Cover Page Interactive Data File - the cover page XBRL tags are
                              embedded within the Inline XBRL document.

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