Tips for getting your proxy statement together

Aug 31, 2022
Coeur Mining’s Robyn Koyner shares her advice on proxy statement success

Give us an outline of your process in terms of major milestones across the year.

At Coeur Mining, our process has a regular cadence that kicks off in the third quarter of each year. We start by benchmarking our proxy statement against others – not only for content, but also for style, formatting and readability, among other metrics – as we start to think about layout and new content we might want to include. As we move into the fourth quarter, our regular fall investor outreach program provides important feedback on the proxy statement and areas of interest for our key stakeholders. We are also focused on finalizing the general layout and design, any new disclosure requirements or enhancements and getting D&O questionnaires updated and ready for distribution.


Robyn Koyner, Coeur Mining

Early in the first quarter, we start to develop the key business and executive compensation themes we want to weave into the document and then we begin our drafting process. We also begin tracking updated proxy advisory firm guidance, as well as updated voting policies of our larger stockholders. The document undergoes review and feedback from several key internal stakeholders and external advisers, culminating in a thorough review and discussion by senior management and our board in early March, allowing ample time to finalize the design and prepare for printing and posting in late March.

Other than yourself, who is involved in the process?

We take a multi-disciplinary approach to preparing our proxy statement each year. In addition to the legal team, we seek insight and feedback from members of our internal human resources, ESG, finance, communications, investor relations and executive leadership teams, as well as our external legal and executive compensation advisers and proxy solicitors. Our board’s insight into trends in governance, regulatory, ESG and human capital management, among other topics, are all factors that aid the development of our proxy statement.

Several of the board’s committees inform and guide key sections of the proxy statement including audit, compensation & leadership development, environmental, health, safety & corporate responsibility and nominating & corporate governance.  

What role should the board play in overseeing proxy statement preparation?

Our board and board committees play a critical role in overseeing our proxy statement development, key themes and overall content. We think the diverse background and experiences of our board members help to contribute to strong governance practices and continuous improvement in our disclosures. We seek both informal and formal feedback and approval from board members and committees throughout the proxy statement preparation process, which culminates in a meeting of the board and the audit, compensation & leadership development and nominating & corporate governance committees, during which the proxy statement is discussed, comments and feedback are provided, and we are able to make final modifications based on that feedback.

What role does engagement with shareholders and other stakeholder groups play in the process?

At Coeur, we view our relationship with stockholders and stakeholders as a critical part of our proxy development process. Proactive engagement with our stockholders helps us understand expectations for our performance, maintain transparency and shape corporate governance practices and executive compensation strategies.

Our stockholder engagement strategy directly impacts our proxy statement preparation. Each year, we launch two main outreach efforts – one in spring in conjunction with the proxy season, and one in the fall. Our independent directors are available to engage with stockholders directly or as part of our stockholder engagement program.

Based on our outreach, we learned our stockholders are interested in how our board influences Coeur’s culture and human capital management, how our ESG profile impacts climate change and how we link executive compensation to long-term stockholder value, among other topics. All stockholder feedback is reported to Coeur’s board and relevant committees. In recent years, stockholder feedback has supported a range of board actions including setting specific, objective long-term ESG disclosures and actions on topics such as board gender diversity and refreshment, as well as proxy access. 

How has statement layout evolved over the last couple of years, and do you foresee changes for 2023?

We view our proxy statement as a vitally important communication tool to explain clearly to both stockholders and other stakeholders how our corporate governance, executive compensation and ESG practices align with our strategy, reflect our culture and drive long-term value. Our goal is to do this in a manner that offers the best reader experience possible.  

We make every effort to tell our story in an engaging way. Our copy text has been streamlined into a direct, easy-to-follow narrative. Key points are summarized and visual elements are included to enhance understanding. We incorporate charts and tables and use iconography to highlight key points. Our brand identity is reflected throughout the proxy. This approach has allowed our readers to quickly find the information they are looking for, understand complex issues and engage with our company in a meaningful way. In 2022, we also lightened the look of our proxy statement, incorporating the lighter and brighter colors of our brand’s color palette.

Continuous improvement is part of our culture and applies to our proxy statement as well. We aim to continue to improve the storytelling capabilities of our proxy by incorporating feedback, understanding trends and evolving our proxy statement based on the needs of our stockholders.

Has your approach to content evolved over the last couple of years, and are you planning changes for 2023?

One key aspect of Coeur’s proxy statement is that it underpins the statements made with facts and results. Over the last couple of years, we’ve evolved our approach and share our data in a clear and visually appealing manner that engages the reader in our narrative and our brand.

We take a personal approach to introducing our proxy statement and include a joint letter from our chairman and president and our CEO. The introduction highlights our strategic initiatives and strategies we have executed, highlighting key issues based on stockholder feedback. This approach continues with greater emphasis on board members’ diversity, competencies and experiences, committee memberships and other board memberships.

In addition, we have significantly increased our content regarding key areas of importance for our stockholders and stakeholders in recent years, particularly culture and human capital management, as well as highlighting our ESG practices. We aim to continuously improve the content of our proxy statement and remain committed to identifying and reporting the issues most relevant to our stockholders.

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