PROXY STATEMENT
We are providing the enclosed proxy materials to you in connection
with the solicitation by the Board of Directors (the “Board”) of CNX Resources Corporation (“CNX”
or the “Corporation”) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 6, 2020 (the “Annual
Meeting”). We first released these proxy materials to our shareholders on March 24, 2020.
SUMMARY
This Summary highlights information contained elsewhere in
this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy
Statement carefully before voting.
Where, When and Who?
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• Time and Date:
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Wednesday, May 6, 2020, at 10:00 a.m. Eastern Time
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• Place:
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Online at www.virtualshareholdermeeting.com/CNX2020
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• Record Date:
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March 9, 2020
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• Voting:
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Shareholders of CNX as of the record date are entitled to vote. Each share of CNX common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.
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Virtual Annual Meeting
We are excited to offer to our shareholders again a virtual Annual
Meeting.
As permitted by Delaware law and our Amended and Restated Bylaws
(the “Bylaws”), we will continue to utilize the virtual annual meeting format in order to facilitate and increase shareholder
attendance and participation by enabling shareholders to participate fully and equally from any location around the world, at no
cost, as historically, we have had little to no attendance by our shareholders at our in-person annual meetings. We believe that
the continued use of the virtual annual meeting format is the right choice for a widely-held company, such as CNX, as it not only
brings cost savings to the Corporation and our shareholders, but also increases our ability to engage with all shareholders, regardless
of their size, resources, or physical location. We view the virtual meeting format as consistent with our commitment to shareholder
engagement as one of our tools by which to further reach our shareholder base. A virtual meeting is also environmentally friendly
and in line with our commitment to sustainable business practices.
We remain sensitive to concerns regarding virtual meetings generally
from investor advisory groups and other shareholder rights advocates who have voiced concerns that virtual meetings may diminish
shareholder voice or reduce accountability. Our Bylaws provide that our annual meetings may be held virtually, by means of remote
communication, provided that (i) we implement reasonable measures to verify that each person deemed present and permitted to vote
at the meeting is a shareholder or proxy holder, (ii) we implement reasonable measures to provide shareholders and proxy holders
a reasonable opportunity to participate in the meeting and to vote on matters submitted to shareholders, including an opportunity
to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) we maintain a record
of any votes or other action taken by shareholders or proxy holders at the meeting. Accordingly, the procedures for our virtual
meeting format comply with these requirements, and in fact our format enhances, rather than constrains, shareholder access, participation
and communication. For example, the online format allows shareholders to communicate with us during the meeting so they can ask
appropriate questions of our Board or management in accordance with the rules of conduct for the meeting. A further description
regarding this process can be found under “Information About the Annual Meeting—Virtual Format—Questions.”
During the live Q&A session of the meeting, we will answer questions as they come in and address those asked in advance,
as time permits. We have committed to publishing and answering each question received following the meeting.
- 2020 Proxy Statement
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6
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See “Information About the Annual Meeting—Virtual
Format” in this Proxy Statement for more information regarding this year’s virtual annual meeting. In addition,
information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct at the Annual
Meeting, and procedures for posting appropriate questions received during the Annual Meeting (with the Corporation’s answers
made available after the Annual Meeting), will be posted on our investor relations page under “Events and Presentations”
in advance of the Annual Meeting. Similarly, matters addressing technical and logistical issues, including technical support during
the Annual Meeting and related to accessing the Annual Meeting’s virtual meeting platform, will be available at www.virtualshareholdermeeting.com/CNX2020.
Your vote is very important to us and to our business. Please
cast your vote immediately on all of the proposals to ensure that your shares are represented.
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Item
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Proposal
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Board
Recommendation
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Page
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Election of Directors
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FOR each Director
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31
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The six director nominees possess the necessary qualifications and range of experience and expertise
to provide effective oversight and advice to Management.
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Ratification of Anticipated Appointment of Ernst &
Young LLP (“EY”) as Independent Auditor
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FOR
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68
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The Audit Committee has determined to approve the retention of EY as the Corporation’s
independent auditor for fiscal year 2020 following this Annual Meeting. As a matter of good corporate governance, shareholders
are being asked to ratify the Audit Committee’s anticipated selection of the independent auditor.
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Advisory Approval of 2019 Named Executive Compensation
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FOR
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69
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The Corporation’s executive compensation programs are designed to create a direct linkage
between shareholder interests and Management with incentives specifically tailored to the achievement of financial, operational
and stock performance goals.
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CNX Resources Corporation Amended and Restated Equity
and Incentive Compensation Plan (the “Amended Plan”)
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FOR
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71
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The CNX Resources Corporation Equity Incentive Plan (the “Equity
Incentive Plan”) is a key vehicle by which the Compensation Committee and Board link executive pay to shareholders’
long-term interests through the grant of stock compensation thereunder. These awards primarily deliver value to employees
if our stock performs well. The Board recommends that the shareholders approve the Amended Plan to, among other matters, increase
the number of shares authorized for issuance thereunder by 10,775,000 (from 48,915,944 to 59,690,944).
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Board Nominees
The following table provides summary information about each director
nominee as of March 9, 2020. Each director of CNX is elected annually by a majority of votes cast.
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Name
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Age
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Director
Since
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Occupation
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Independent
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Current
Committee
Memberships
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J. Palmer Clarkson
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63
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2017
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President and Chief Executive Officer of Bridgestone HosePower, LLC
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Yes
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• CC
• HSE*
• NCG
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Nicholas J. DeIuliis
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51
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2014
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CNX President and Chief Executive Officer
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No
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• HSE
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Maureen E. Lally-Green
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70
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2013
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Professor and Former Dean of Duquesne University School of Law; Former Judge, Superior Court of Pennsylvania
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Yes
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• CC
• HSE
• NCG*
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- 2020 Proxy Statement
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7
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Name
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Age
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Director
Since
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Occupation
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Independent
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Current
Committee
Memberships
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Bernard Lanigan, Jr.
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72
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2016
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Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc.
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Yes
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• AC*
• HSE
• NCG
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William N. Thorndike, Jr., Chairman
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56
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2014
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Managing Director of Housatonic Partners
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Yes
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• AC
• CC
• HSE
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Ian McGuire
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41
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2019
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Founder, Investment Partner of Tempus Partners
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Yes
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• AC
• CC
• HSE
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*
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Committee Chair
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AC
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Audit Committee
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CC
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Compensation Committee
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HSE
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Health, Safety and Environmental Committee
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NCG
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Nominating and Corporate Governance Committee
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Who We Are and What We Stand For
Throughout 2019, our strategies and actions continued to be driven
by our Mission Statement and Corporate Values, as outlined below.
Mission Statement
At CNX, our mission is to empower our team to embrace and drive
innovative change that creates long-term per share value for our investors, enhances our communities and delivers energy solutions
for today and tomorrow.
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- 2020 Proxy Statement
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8
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Business/Strategic Highlights
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•
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Focus on Execution. Our team remains simple and lean, guided by our Corporate Values and focused on capital allocation and operational execution. This focus resulted in record total gas production of 539.1 Bcfe in 2019, which is 6% greater than 2018 production. Our Marcellus Shale production increased 28%, when compared to 2018. Total Stand-Alone E&P capital expenditures(1) of $877 million were below the low-end of the 2019 guidance range of $890-$915 million. Total adjusted stand-alone EBITDAX of $772 million(1) was above the high-end of the 2019 guidance range of $745-$765 million, and total adjusted consolidated EBITDAX of $958 million(1) was above the high-end of the 2019 guidance range of $910-$940 million. And, at the same time, we increased proved reserves by 7% to 8.4 Tcfe. CNX repurchased approximately $115 million (or 12.9 million shares) of stock at an average price of $8.91 per share. As of January 20, 2020, total outstanding shares were 186,642,962; a reduction of approximately 19% since inception of the program in October 2017. Lastly, we repurchased $400 million aggregate principal amount of our outstanding 5.875% senior notes due in April 2022.
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Continued Commitment to Increasing the NAV per CNX Share. CNX is committed to maximizing NAV per share and is focused on creating and protecting the Company’s long-term value. Due to the cyclicality and volatility of the natural gas market, the NAV of the Corporation must be protected by an ability to withstand, and potentially thrive, during a downcycle. CNX has effectively done this by creating a strong balance sheet with manageable debt maturities, building a hedge book that protects our margins, and embedding flexibility in our development plan in order to adjust activity levels up and down as market conditions dictate. Additionally, in light of increasingly deteriorating market conditions during 2019, CNX prioritized the generation of free cash flow by reducing the pace of our development plan and implementing various cost savings programs for capital spending, operating expenses, and selling, general, and administrative (“SG&A”) expenses (including organizational changes that are expected to reduce SG&A cash spend in 2020 by approximately $30 million(2) when compared to 2018). The decisions we made in 2019 are expected to maximize CNX’s NAV per share in the long-term.
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Giving Substance to Our Corporate Values. In 2019, our employees continued to breathe life into our Corporate Values—Responsibility, Ownership and Excellence. For example: as to Responsibility, our employees and contractors did not experience any recordable safety incident in 2019, an improvement of approximately 30 percent versus 2018; as to Ownership, we demonstrated this core value by significantly simplifying and flattening our organizational structure, bringing critical decisions closer to decision-makers; and as to Excellence, we re-focused our Operational Excellence group specifically on field-oriented tasks providing a working partner to our operational teams as we continue to relentlessly prioritize our social license to operate. These and similar efforts reduce the risk-profile of CNX, which leads to greater value for CNX shareholders.
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Compensation Highlights
In 2019, CNX continued its commitment to executive
compensation programs that drive long-term value for our shareholders.
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•
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Plans Align Management with Shareholders in Both Weak and Strong Markets. Our executive compensation program goals align directly with corporate and shareholder interests in (i) stock price performance, (ii) adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Exploration Expenses (“Adjusted EBITDAX”) per share(1) and (iii) individual strategic goals.
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–
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Approved a Straightforward 2019 STIC Focused on Generating Earnings. In 2019, our annual Short-Term Incentive Compensation Program (“STIC”) for the performance period that ended December 31, 2019 focused on the key goal of generating adjusted EBITDAX per share of the Corporation’s common stock, with individual strategic goals that could increase award payout as much as 20% of the overall payout. CNX successfully executed a strategy to generate strong positive EBITDAX in 2019, with goal achievement above target, as determined by the Compensation Committee of the Board.
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–
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Approved LTIC Programs that Continue to Focus on Stock Price Appreciation. Under our current Long-Term Incentive Compensation Programs (“LTICs”), executives receive the majority of their long-term equity awards in the form of performance share unit (“PSU”) awards that vest over a five-year period, based on the achievement of absolute and relative stock price goals. The performance goals applicable to the 2019 tranche of the 2016 PSU awards were achieved between target and maximum performance levels, the 2019 tranches of each of the 2017 PSU awards and 2018 PSU awards were not earned, and the 2019 tranche of the 2019 PSU awards was earned at target. The performance of our PSU programs aligns with our shareholders’ interests.
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(1)
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A reconciliation of this measure to the nearest GAAP measure is set forth in Appendix A to
this Proxy Statement.
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(2)
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See Appendix A for information regarding SG&A cash spend.
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- 2020 Proxy Statement
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9
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–
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Recognized for Further Aligning New Programs with Shareholder Interests. More than 93% of the shares voted at our 2019 Annual Meeting of Shareholders approved our 2018 executive compensation program. We were pleased with the materially increased approval level of our advisory vote last year as compared to 2018, which we believe was due in part to the extensive shareholder outreach program. We contacted shareholders representing over 80% of our common stock at the time and communicated with shareholders holding more than 60% of our common stock at that time). We have undertaken historically to understand their respective perspectives regarding our executive compensation program and how we may address these concerns in our executive compensation programs going forward.
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–
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Named Executives’ Average Target Total Direct Compensation at Year-End is Well Below CNX’s Peers (as described on page 12). As demonstrated by the below chart, the Corporation’s average 2019 target total direct compensation of its named executives is well below CNX’s peers as measured by metrics such as 2019 TSR and market capitalization.
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CNX PERCENTILE RANKINGS FOR 2019 COMPENSATION
AMONG PEER GROUP(1)
Average Target Total Direct
Compensation for Named Executives
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Total Shareholder Return
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Market Capitalization
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32nd percentile(2)
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96th percentile
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65th percentile(3)
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(1)
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For ease of reference and to provide a more accurate picture of actual compensation,
one of our named executives who departed the Corporation in May 2019, has been excluded from this analysis.
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(2)
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Average target total direct compensation includes base salary, actual annual incentive payment
and target value of long-term incentives measured as of the January 31, 2019 grant date for the named executives.
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(3)
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Based on CNX’s market capitalization of $1.65 billion (as of December 31, 2019).
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•
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Designed CEO Compensation with 88% At-Risk and Aligned with Shareholder Interests. In January 2019, the Board established our CEO’s target total direct compensation to be 88% at-risk, consisting of target STIC (approximately 14%) and target LTIC (approximately 74%), based on compensation values approved by the Compensation Committee. By making a significant portion of Mr. DeIuliis’ compensation at-risk, his interests are tightly aligned with those of our shareholders. In short, the CEO will realize most of his target compensation only if value is delivered to CNX’s shareholders, as demonstrated in the following chart.
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- 2020 Proxy Statement
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10
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•
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Paid CEO on Target with 2017-2019 TSR Ranking Among Peers (as defined on page 12). When
examining our CEO’s total direct compensation (salary, STIC, and LTIC) relative to our peer group over the past three
years, Mr. DeIuliis’ compensation, shown on the vertical axis, ranks in the 63rd percentile, while relative
TSR performance over the same period was approximately at the 93rd percentile.
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*
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The shaded area is intended to represent “reasonable” CEO compensation relative
to TSR. Compensation is measured using 2017-2019 CNX pay and publicly available peer pay (2016-2018). Compensation is defined
as total direct compensation (consisting of base salary, bonus, and the aggregate grant date fair value of the LTIC, which
values are set forth in the Summary Compensation Table – 2019, 2018 and 2017 (“SCT”) on page 51)).
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•
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CEO W-2 Pay Below SCT Reported Pay. The below chart demonstrates that Mr. DeIuliis’ W-2 pay for 2016 through 2019 was significantly less than the amounts reported in the “Total” column of the SCT. With respect to 2016, the discrepancy between W-2 pay and SCT pay is particularly significant and emphasizes the disconnect between compensation reported in the SCT, as required by the Securities and Exchange Commission (“SEC”), and the pay actually received by Mr. DeIuliis for tax purposes in any given year.
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(1)
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SCT information includes the following for each respective year: salary, STIC,
LTIC, change in pension values, and all other compensation.
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(2)
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The W-2 information with respect to CNX only includes the following for each respective year:
base salary paid in that year, STIC paid in that year, LTIC that vested in that year, and taxable perquisites received in
that year.
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- 2020 Proxy Statement
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11
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•
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CEO Target Compensation Decreased. Mr. DeIuliis, our CEO, declined an increase
to his target compensation (salary, bonus and LTIC) in each of 2016, 2017 and 2018. Further, Mr. DeIuliis suggested, and the
Board approved, a $1 million decrease to his target LTIC for 2019 and an additional $0.5 million decrease to his target LTIC
for 2020.
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•
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Streamlined our TSR Peer Group. For the 2019 PSU program, CNX determined to use a more
relevant, targeted group of E&P companies in the Appalachian Basin for purposes of measuring the TSR metric (Antero Resources
Corporation, Cabot Oil & Gas Corporation, EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and
Southwestern Energy Company).
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•
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Eliminated Accelerated Vesting Term from CEO Awards. For our CEO’s 2019 PSU award,
we replaced the prior accelerated vesting feature with a retirement provision in his equity awards.
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•
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Meaningful Stock Retention Requirements for Named Executives. Consistent with past
practice and for equity awards granted in 2019, executive officers must keep half of any shares vested (net of taxes) until
the earlier of (i) the participant’s retirement at age 62 or (ii) 10 years from the Board-determined grant date.
In January 2018, we increased the stock ownership guidelines to 3.5 times salary for our current named executives (except
for our CEO, whose guideline already is 5.5 times salary). Notably, our CEO and CFO hold 306% and 121% of their respective
stock ownership guidelines.
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•
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Eliminated STIC Carryover Concept. The Board agreed to eliminate any carryover feature
from year to year in its STIC programs.
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•
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Prohibition on Tax Gross-Ups for Named Executives. In 2019, CNX maintained its policy
prohibiting tax gross-ups for our named executives (except those provided for in the change in control agreement for Mr. DeIuliis,
which was entered into prior to April 2009).
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•
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Maintained Executive Compensation Clawback Policy. CNX continues to maintain a clawback
policy that generally provides the Compensation Committee with the discretion to seek recovery of performance-based cash and
equity compensation paid to an executive officer in connection with an accounting restatement due to misconduct of that officer.
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•
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No Employment Agreements with Named Executives. CNX does not have any employment agreements
with its named executives.
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•
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Policy Prohibiting the Hedging or Pledging of CNX Securities. CNX continues to maintain
“no hedging” and “no pledging” policies that generally prohibit employees from engaging in hedging
or pledging transactions with our stock.
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Corporate Governance and Compliance Highlights
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•
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Nominated all Independent Directors for the 2020-2021 Board Year (except the
CEO). Each nominee for election at the upcoming Annual Meeting qualifies as an independent director in accordance with
the standards of the New York Stock Exchange (other than our CEO). We continue to balance the Board by introducing Board
members with new perspectives with the more seasoned perspectives of our longer tenured directors. See the diagram below.
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Appropriately Sized Board. For the 2020-2021 Board year, our Board will have six members, which allows us to operate in a nimble and efficient manner, while still maintaining a diverse level of insights and experiences.
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Maintained Separate Chairman and CEO Roles. CNX has maintained separate Chairman and CEO roles since 2014, and Mr. Thorndike currently serves as the independent Chairman of the Board. This separation of roles will continue for the 2020-2021 Board year.
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- 2020 Proxy Statement
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12
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•
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No Poison Pill. CNX does not maintain a poison pill.
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•
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Maintained Annual Full Board Elections, with a Majority Vote Standard and Resignation Policy.
Since CNX’s common stock has been publicly traded, director elections have been held on an annual basis to provide
our shareholders with regular input on the composition of our Board, and ultimately, of Management. Directors must be elected
by a majority of votes cast, and a director must offer to resign from the Board if he or she is not re-elected at an annual
meeting of shareholders.
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•
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Maintained a Formal Corporate Compliance Program. We believe that the establishment
and implementation of a formal Compliance Program is a necessary step to ensure best practices with respect to compliance
measures and to promote the highest level of compliance efforts throughout the organization. Although many of the matters
referenced in the Compliance Program are already part of our normal course of business operations, we believe it is best practice
to consolidate these matters in one place. Our Compliance Program was updated in 2019.
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Provided Transparency Through Proactive Shareholder Outreach. We have issued annual
Corporate Responsibility Reports (“CRRs”) since 2012, and our 2018 CRR was published in mid-2019 (a copy of which
can be found on our website). Our 2018 CRR, which highlighted our key performance metrics, also clearly defined who we are,
what we believe and the manner in which we conduct our business.
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Our 2019 Corporate Responsibility Report will be published Mid-Year 2020. With a deepening
focus on environmental, social, and governance (“ESG”) issues by external stakeholders, CNX will continue to highlight
the internal, proactive measures we have and continue to adopt that have propelled our status as one of the most responsible
and innovative companies in the E&P space. The 2019 CRR will build on our belief that a steadfast, relentless commitment
to best-in-class safety and environmental compliance increases efficiencies, reduces costs, improves margins, and, ultimately,
drives long-term NAV per share. We heavily favor measurable, tangible performance metrics over abstract, aspirational goals.
The most notable example of this commitment is the reduction of our carbon intensity (Scope 1 and 2 emissions) by over 90%
from 2011 through 2018. Few companies across any segment of the economy can make such a claim. And, at the same time we undertook
proactive steps to de-carbonize our own operational footprint, natural gas similarly allowed the U.S. to reduce carbon emissions
by nearly 15% over 2005 levels. As others continue to outline targets and goals that may or may not prove realistic, we have
made the decisions and executed the strategies which have accomplished these goals. While these actions and core principles
closely align with ESG goals, most importantly, they are also directly linked to driving efficiencies, safeguarding our license
to operate and growing NAV per share. CNX is a proud company and our team enjoys total conviction that what we do matters
greatly for society. We are proud to lead on responsible business practices and continue to stand ready to advance and defend
our unyielding belief that natural gas is not only a critical element of today’s energy economy, but also a cornerstone
fuel that will help meet the world’s ever-changing energy needs for the next generation and beyond.
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- 2020 Proxy Statement
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13
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Human Capital and Talent Management
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•
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Diversity and Inclusion. A top priority for CNX is to hire and retain diverse
candidates. CNX believes strongly in diversity throughout our organization and has historically promoted women to several
leadership positions. In addition, with respect to our Board, one of six of the current independent directors is female. We
exceeded our company goal of hiring at least 25% female and minority candidates in 2019. Our final female and minority hiring
percentage for 2019 was 32%. We will continue to build on our diversity accomplishments within the organization through our
recruiting efforts.
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We strive to ensure all demographics are represented at CNX. We feel the Corporation’s
success is fostered through the inclusion of different perspectives and experiences. Overall, women and minorities represented
26% of the total employee population of the Corporation as of December 31, 2019. The following chart shows the breakdown of
women and various minorities at the Corporation as of December 31, 2019, with the percent representation of each group showing
the proportion of the overall women and minority group represented by the sub-group:
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•
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A Culture of Ownership. We recognize that our employees are our most important assets and we strive to support them through our culture of ownership. Along with a 2019 median compensation of $147,508, which reflects the Corporation’s leadership status among our in-basin peer group, the Corporation supports a work-life balance through a myriad of added benefits and features to provide an enriched workplace experience. CNX’s long-term business strategy is dependent on attracting, retaining, and developing a diverse population of employees. We hire and retain employees who think outside the box, who are not afraid to be transparent, and who want to win.
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•
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Developing Future Leaders. CNX invests significant time and capital in our employees. The Corporation encourages all employees to participate in professional organizations and provides the opportunity for them to be involved in their communities. This helps our employees expand their horizons, interact with different viewpoints and experience new ideas, all of which help our employees become innovative and creative leaders. CNX also supports the professional development efforts of our employees as they work to earn professional certificates in areas like professional engineering, business analytics and project management or continue their education through master’s degree programs.
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•
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Employee Engagement. The Corporation continuously works on creating a company culture that enhances the workplace, and encourages our employees to work hard and gain satisfaction in their personal development at CNX.
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- 2020 Proxy Statement
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14
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INFORMATION ABOUT THE ANNUAL MEETING
The proxy is being solicited by the Board of CNX to be voted at
the Annual Meeting to be held on May 6, 2020, at 10:00 a.m. Eastern Time, online at www.virtualshareholdermeeting.com/CNX2020.
The specific proposals to be considered and voted upon at the
Annual Meeting are summarized in the Notice of Annual Meeting of Shareholders. Each proposal is described in more detail in this
Proxy Statement.
Virtual Format
We are excited to host a completely virtual Annual Meeting again
this year. We continue to deploy the virtual format so as to:
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•
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facilitate and increase shareholder attendance and participation by enabling shareholders to participate fully and equally from any location around the world, at no cost (historically, we have had little to no attendance by our shareholders at our in-person annual meetings);
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•
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provide for cost-savings to the Corporation and our shareholders;
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•
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increase our ability to engage with shareholders, regardless of their size, resources or physical location; and
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•
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make our Annual Meeting more environmentally friendly and sustainable.
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Attendance and Participation
Our completely virtual Annual Meeting will be conducted on the
internet via live webcast. You will be able to participate in the Annual Meeting online and submit your questions during the meeting
by visiting www.virtualshareholdermeeting. com/CNX2020. You also will be able to vote your shares electronically at the
Annual Meeting (other than shares held through the 401(k) plan, which must be voted prior to the meeting).
All shareholders of record as of March 9, 2020 (the “Record
Date”), or their duly appointed proxies, may participate in the Annual Meeting. To participate in the Annual Meeting, you
will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”),
on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting webcast will begin promptly
at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online access will begin at 9:45
a.m. Eastern Time.
The virtual meeting platform is fully supported across browsers
(Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated
version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they
intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that
they can hear streaming audio prior to the start of the Annual Meeting.
Voting
If you choose to vote your shares online during the Annual Meeting,
please follow the instructions provided on the Notice to log in to www.virtualshareholdermeeting.com/CNX2020. You will need
the 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.
Even if you plan to participate in the Annual Meeting, the Corporation
strongly recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide
not to attend the Annual Meeting.
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- 2020 Proxy Statement
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15
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Questions
Shareholders may submit questions during the Annual Meeting. If
you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CNX2020,
type your question into the “Ask a Question” field, and click “Submit.”
Questions pertinent to meeting
matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including,
but not limited to, those related to employment, product or landowner issues, are not pertinent to meeting matters and therefore
will not be answered. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time
constraints will be posted online and answered at www.cnx.com.
Technical Difficulties
We will have technicians ready to assist you with any technical
difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting
during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting
log in page.
Voting and Proposals
Whether you hold your shares directly as the shareholder of record
or beneficially in street name, you may vote without attending the Annual Meeting in one of the following manners:
By Internet: Go to www.proxyvote.com and
follow the instructions. You will need the 16-digit control number included on your proxy card or voting instruction
form;
By Telephone: Dial 1-800-690-6903. You will need the control
number included on your Notice, proxy card or voting instruction form; or
By Mail: Complete, date and sign
your Notice, proxy card or voting instruction card and mail it.
If you vote on the internet or by telephone, you do not need to
return your proxy card or voting instruction card. Internet and telephone voting for shareholders will be available 24 hours a
day, and will close at 11:59 p.m., Eastern Time, on May 5, 2020 for shares held directly and at 11:59 p.m., Eastern Time, on May
3, 2020 for shares held through the 401(k) plan.
The
persons named as proxies have informed CNX of their intention, if no contrary instructions are given, to vote the shares represented
by such proxies as follows:
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FOR the election of each person nominated to serve as a director of CNX (Proposal No. 1);
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FOR the ratification of the anticipated appointment of EY, an independent registered public accounting firm, as the independent auditor of CNX for the fiscal year ending December 31, 2020 (Proposal No. 2);
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FOR the advisory approval of our 2019 named executive compensation (Proposal No. 3);
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FOR the adoption of the Amended Plan (Proposal No. 4); and
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in accordance with their judgment on any other matters which may properly come before the Annual Meeting.
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The Board does not know of any other business to be brought before
the Annual Meeting other than as indicated in the Notice of Annual Meeting of Shareholders. If other matters are properly presented
at the Annual Meeting, the persons named as proxies may vote on such matters in their discretion. In addition, the persons named
as proxies may vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any adjournments or
postponements of the Annual Meeting.
Internet Availability of Proxy Materials
This Proxy Statement provides information regarding the matters
to be voted on at the Annual Meeting, as well as other information that may be useful to you. In accordance with rules adopted
by the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials
to our shareholders on the internet.
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If you received a Notice by mail, you will not receive a printed
copy of the proxy materials other than as described below. Instead, the Notice will instruct you as to how you may access and review
all of the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your
proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you
should follow the instructions for requesting such materials included in the Notice.
Record Date and Vote Required for Approval
The Record Date with respect to this solicitation is March 9,
2020. All holders of record of CNX common stock as of the close of business on the Record Date are entitled to vote at the Annual
Meeting and any adjournment or postponement thereof. As of the Record Date, CNX had 187,035,851 shares of common stock outstanding.
Each share of common stock is entitled to one vote. Shareholders do not have cumulative voting rights. The holders of a majority
of the outstanding shares of common stock of CNX as of the Record Date entitled to vote generally in the election of directors,
represented in person or by proxy, will constitute a quorum at the Annual Meeting.
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Director Elections (Proposal No. 1): Assuming a quorum, a majority of the votes cast at the Annual Meeting is required for each director nominee to be elected. Under our Bylaws, this means that the number of votes cast “for” a director’s election must exceed 50% of the total number of votes cast with respect to that director’s election. Votes cast include direction to withhold authority and exclude abstentions.
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Independent Auditor (Proposal No. 2), Executive Compensation Vote (Proposal No. 3) and Amended Plan (Proposal 4): Assuming a quorum, the vote to ratify the anticipated appointment of EY as the independent auditor of the Corporation for the fiscal year ending December 31, 2020, the advisory vote to approve the our 2019 named executive compensation, as reported in this Proxy Statement, and the vote to approve the Amended Plan will be determined by the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote on the matter. In addition, pursuant to NYSE rules, approval of the Amended Plan requires a majority of votes cast, but includes abstentions (which have the same effect as votes against the proposal unlike with the majority of the votes cast standard applicable to uncontested director elections under our Bylaws).
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If you hold shares beneficially in street name and do not provide
your broker with voting instructions, your shares may be treated as “broker non-votes.” Generally, broker non-votes
occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and such
instructions are not given. Brokers that have not received voting instructions from their clients cannot vote on their clients’
behalf on “non-routine” proposals, such as Proposal Nos. 1, 3 and 4, although they may vote their clients’ shares
on “routine matters,” such as Proposal No. 2. In tabulating the voting result for any particular proposal, shares that
constitute broker non-votes are not considered entitled to vote on that proposal and have no effect on the outcome. Abstentions
have the same effect as votes against the matter, except in the case of Proposal No. 1, where abstentions would not have an effect
on the outcome. Proxies received but marked as abstentions and broker non-votes will be counted for quorum purposes.
The voting instruction form also serves as voting instructions
for the trustees who hold shares of record for participants in the CNX Resources Corporation Investment Plan for Salaried Employees.
If voting instructions representing shares in this plan are not received, those shares will not be voted.
Director Resignation Policy
Our Bylaws provide that if an incumbent director is not elected
at a meeting for the election of directors and no successor has been elected at such meeting, the director must tender his or her
resignation promptly to the Board. The Nominating and Corporate Governance (“NCG”) Committee of the Board will make
a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken.
The Board will act on the tendered resignation, taking into account the NCG Committee’s recommendation, and publicly disclose
its decision and the underlying rationale in a press release, a filing with the SEC or other broadly disseminated means of communication
within 90 days from the date of the certification of the election results.
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Revocation of Proxy
If you are the owner of record of shares of our common stock as
of the close of business on the Record Date, you can revoke your proxy at any time before its exercise by:
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sending a written notice to CNX at CNX Center, 1000 CONSOL Energy Drive, Suite 400, Canonsburg, PA 15317, attention: Corporate Secretary, bearing a date later than the date of the proxy that is received prior to the Annual Meeting, stating that you revoke your proxy;
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submitting your voting instructions again by telephone or over the internet;
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signing another valid proxy card bearing a later date than the proxy initially received and mailing it so that it is received by the Corporation prior to the Annual Meeting; or
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participating in the Annual Meeting and voting during the Annual Meeting.
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If you hold your shares through a bank, broker or other nominee,
you must follow the instructions found on your voting instruction card, or contact your bank, broker or other nominee in order
to revoke your previously delivered proxy. If a proxy is properly executed and is not revoked by the shareholder, the shares it
represents will be voted at the Annual Meeting in accordance with the instructions provided by the shareholder. If a proxy card
is signed and returned without specifying choices, the shares will be voted in accordance with the recommendations of the Board.
Participation at the Annual Meeting without a request to revoke a proxy will not, by itself, revoke a previously executed and delivered
proxy.
Proxy Solicitation
All costs relating to the solicitation of proxies will be borne
by CNX. Georgeson LLC has been retained by CNX to aid in the solicitation of proxies at an estimated cost of $8,500, plus reimbursement
of out-of-pocket expenses. Proxies may also be solicited by officers, directors and employees personally, by mail, or by telephone,
facsimile transmission or other electronic means. Upon request, CNX will pay brokers and other persons holding shares of common
stock in their names or in the names of their nominees for their reasonable expenses in sending soliciting material to, and seeking
instructions from, their principals.
Secrecy in Voting
As a matter of policy, proxies, ballots and voting tabulations
that identify individual shareholders are held confidentially by CNX. Such documents are available for examination only by the
inspectors of election and certain employees who assist in the tabulation of votes. The vote of any individual shareholder will
not be disclosed except as may be necessary to meet applicable legal requirements.
CNX will provide to any shareholder, without charge and upon
written request, a copy (without exhibits, unless otherwise requested) of CNX’s Annual Report on Form 10-K for the year ended
December 31, 2019 (the “2019 Annual Report”) as filed with the SEC. Any such request should be directed to the CNX
Resources Corporation Investor Relations Department, CNX Center, 1000 CONSOL Energy Drive, Suite 400, Canonsburg, PA 15317.
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