CNX RESOURCES CORP filed this DEF 14A on 3/24/2020
CNX RESOURCES CORP - DEF 14A - 20200324 - SECURITY_OWNERS

BENEFICIAL OWNERSHIP OF SECURITIES

 

The following tables set forth information with respect to the beneficial ownership of the Corporation’s common stock by:

 

persons we know to be beneficial owners of more than five percent of CNX’s common stock based upon information filed with the SEC, which information is as of December 31, 2020; and
each director and each nominee for director, each named executive, and all current directors and executive officers of CNX as a group, as of March 9, 2020 (except as otherwise indicated below).

 

The table also presents the ownership of common units of CNX Midstream Partners LP (“CNXM”) held by each director and each nominee for director, each named executive and all directors and executive officers of CNX as a group, as of March 9, 2020.

 

Unless otherwise indicated, the named person has the sole voting and dispositive powers with respect to the shares of CNX common stock or CNXM common units set forth opposite such person’s name.

 

Name and Address of Beneficial   Amount and Nature of   Percent
Owner   Beneficial Ownership(1)   of Class
Southeastern Asset Management, Inc., Longleaf Partners Fund, and Longleaf Partners Small-Cap Fund(2)        
c/o Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
  51,035,484   27.3%
BlackRock, Inc.(3)        
55 East 52nd Street
New York, NY 10055
  22,043,383   11.8%
Dimensional Fund Advisors LP(4)        
Building One
6300 Bee Cave Road
Austin, TX, 78746
  15,680,238   8.4%
The Vanguard Group(5)        
100 Vanguard Boulevard
Malvern, PA 19355
  13,457,474   7.2%
State Street Corporation(6)        
State Street Financial Center
One Lincoln Street
Boston, MA, 02111
  11,063,641   5.9%

 

    CNX Resources       CNX Midstream    
    Corporation Shares       Partners LP    
    Beneficially   Percent   Common Units   Percent
    Owned(1)   of Class   Beneficially Owned(1)   of Class
Nicholas J. DeIuliis(7)(8)   2,792,904   1.5%   20,100   *
Donald W. Rush(7)   110,850   *   5,929   *
Chad A. Griffith(7)   20,740   *   5,174   *
Olayemi Akinkugbe(7)   14,919   *     *
Andrea Passman(7)(9)   11,270   *     *
J. Palmer Clarkson(7)   158,222   *   6,750   *
William E. Davis(7)(10)   135,010   *     *
Maureen E. Lally-Green(7)   106,253   *     *
Bernard Lanigan, Jr.(7)(12)   1,812,425   *   315,381   *
Ian McGuire(7)   35,385   *     *
William N. Thorndike, Jr.(7)(11)   409,938   *     *
All current directors and executive officers as a group(13)   5,607,916   3.0%   49,893   *

 

* Indicates less than one percent (1%) ownership.
(1) As of March 9, 2020, there were 187,035,851 shares of CNX common stock outstanding and 89,799,224 common units of CNXM outstanding.

 

- 2020 Proxy Statement 28
 
(2) Based on a Schedule 13G/A filed by Southeastern Asset Management, Inc. (“Southeastern”), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, Longleaf Partners Fund, an investment company registered under Section 8 of the Investment Company Act, Longleaf Partners Small-Cap Fund, a series of Longleaf Partners Funds Trust and an investment company registered under Section 8 of the Investment Company Act, and O. Mason Hawkins, Chairman of the Board of Southeastern, on February 14, 2020. Southeastern is deemed to be the beneficial owner of 51,035,484 shares and has sole voting power with respect to 16,743,554 shares, shared voting power with respect to 33,937,044 shares, no voting power with respect to 354,886 shares, sole dispositive power with respect to 21,196,392 shares, and shared dispositive power with respect to 29,839,092 shares. Longleaf Partners Fund is deemed to be the beneficial owner of 9,973,278 shares and has sole voting power with respect to 0 shares, shared voting power with respect to 9,973,278 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 9,973,278 shares. Longleaf Partners Small-Cap Fund is deemed to be the beneficial owner of 18,270,523 shares and has sole voting power with respect to 0 shares, shared voting power with respect to 18,270,523 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 18,270,523. O. Mason Hawkins is deemed to be the beneficial owner of 0 shares. For information regarding the Transaction, see “Compensation Discussion and Analysis-Equity Vesting (Pre-2019 Grants).”
(3) Based on a Schedule 13G/A filed by BlackRock, Inc. on February 4, 2020. BlackRock, Inc., as a parent holding company for a number of investment management subsidiaries, is deemed to be the beneficial owner of 22,043,383 shares and has sole voting power with respect to 21,539,596 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 22,043,383 shares and shared dispositive power with respect to 0 shares. The following subsidiaries of BlackRock, Inc. are investment advisors which hold shares of our common stock: BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Advisors (UK) Limited. BlackRock Fund Advisors beneficially owns 5% or greater of the outstanding shares of CNX common stock.
(4) Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) on February 12, 2020, Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 that furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries may possess voting and/or investment power over the securities of CNX that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of CNX held by the Funds. The Funds own all of the shares, and Dimensional disclaims beneficial ownership of such shares. Dimensional is deemed to be the beneficial owner of 15,680,238 shares and has sole voting power with respect to 15,518,957 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 15,680,238 shares and shared dispositive power with respect to 0 shares.
(5) Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 12, 2020, Vanguard is deemed to be the beneficial owner of 13,457,474 shares and has sole voting power with respect to 181,636 shares, shared voting power with respect to 28,955 shares, sole dispositive power with respect to 13,272,788 shares and shared dispositive power with respect to 184,686 shares.
(6) Based on a Schedule 13G filed by State Street Corporation (“State Street”) on February 14, 2020, State Street, as a parent holding company for a number of investment management subsidiaries, is deemed to be the beneficial owner of 11,063,641 shares and has sole voting power with respect to 0 shares, shared voting power with respect to 10,311,571 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 11,062,141 shares. The following subsidiaries of State Street are investment advisors which hold shares of our common stock: SSGA Funds Management, Inc., State Street Global Advisors Limited (UK), State Street Global Advisors Ltd (Canada), State Street Global Advisors Asia Ltd, State Street Global Advisors Singapore Ltd, State Street Global Advisors GmbH, and State Street Global Advisors Trust Company.
(7) Amounts include options that are currently exercisable or that may become exercisable within 60 days of March 9, 2020 (i.e., May 8, 2020) and shares underlying DSUs, RSUs and deferred RSUs that will or may be settled on or before May 8, 2020 as set forth below:

 

        Options   RSUs may   Deferred    
    Total Option,   Exercisable   be settled   RSUs may be   DSUs may be
    DSUs, RSUs, and   within   within   settled within   settled within
    deferred RSUs   60 days   60 days   60 days   60 days
Nicholas J. DeIuliis   1,631,280   1,240,500   390,780    
Donald W. Rush   9,944   9,944      
Chad A. Griffith   10,136   10,136      
Olayemi Akinkugbe   5,488   5,488      
Andrea Passman   11,270   11,270      
J. Palmer Clarkson   86,089   22,129   11,936   27,805   24,219
William E. Davis   115,954   43,439     72,515  
Maureen E. Lally-Green   83,997   35,980   23,873   24,144  
Bernard Lanigan, Jr.   138,363   69,910     51,874   16,579
Ian McGuire   35,385     22,822     12,563
William N. Thorndike, Jr.   237,576   105,159     116,255   16,162

 

Of the shares set forth in the table above, the following related to amounts received by directors in lieu of cash retainers: Mr. Clarkson, 46,348; Mr. Davis, 18,510; Ms. Lally-Green, 11,051; Mr. Lanigan, 61,560; Mr. McGuire, 12,563; and Mr. Thorndike, 71,462.

 

- 2020 Proxy Statement 29
 
(8) Includes 65,421 CNX shares and 5,699 CNXM common units held in trusts for his children.
(9) Information for Ms. Passman, who departed from CNX as of May 11, 2019, is as of such date.
(10) Mr. Davis is retiring from the Board effective as of the date of the Annual Meeting.
(11) Includes 35,000 CNX shares held in a trust for his children. In addition, as a result of Mr. Thorndike’s contractual arrangement with a third party who holds 100,000 shares of CNX common stock in a margin account, Mr. Thorndike may be deemed to have a beneficial interest with respect to 50,000 shares. Mr. Thorndike has indicated he will continue to use commercially reasonable efforts to pay down the margin account. By March 30, 2020, Mr. Thorndike intends to reduce the number of shares that are deemed to be held on margin to 17,500.
(12) Includes 20,600 CNX shares held by Mr. Lanigan, 24,270 CNXM common units held by Mr. Lanigan, 30,600 CNX shares held by the Lanigan Family Limited Partnership, of which Mr. Lanigan is one of the general partners, and 657,950 CNX shares and 36,200 CNXM common units held by limited liability companies, of which Mr. Lanigan is part owner of the managing member. These shares are currently held in a marginable account, but are on non-margin status. Also includes 964,912 shares of CNX common stock and 254,911 units of CNXM common units held in investment advisory accounts of clients of Southeast Asset Advisors, Inc., an investment advisor of which Mr. Lanigan serves as Chairman and Chief Executive Officer and disclaims beneficial ownership of such shares.
(13) Of the 5,607,916 CNX shares held by the directors and executive officers as a group, 1,553,954 represent options that are currently exercisable or that may become exercisable within 60 days of March 9, 2020 (i.e., May 8, 2020); 449,411 represent RSUs that may or will be settled on or before May 8, 2020; 292,593 represent deferred RSUs that may be settled on or before May 8, 2020; and 69,523 represent DSUs that may be settled on or before May 8, 2020.

 

Brokerage account agreements may grant security interests in securities held at the broker to secure payment and performance obligations of the brokerage account holder in the ordinary course. Shares shown in the table for the directors and executive officers may be subject to this type of security interest.

 

- 2020 Proxy Statement 30