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Proposal No. 3
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Advisory Approval of CNX’s Executive Compensation
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Pursuant to Section 14A of the Exchange Act, the Corporation is
required to provide its shareholders with the opportunity to cast a non-binding advisory vote on compensation paid to our named
executives. At our 2011 and 2017 annual meetings of shareholders, our shareholders voted to conduct this advisory vote on an annual
basis, which we will continue to do until the next vote on the frequency of holding our advisory say-on-pay votes in 2023.
As described in detail in “Compensation Discussion and Analysis,”
our executive compensation program is designed to attract, motivate and retain key executives who drive our success and industry
leadership. We achieve these objectives through compensation that:
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links a significant portion of total compensation to performance, which we believe will create long-term shareholder value;
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consists primarily of stock-based compensation, which encourages our named executives to act as owners of the Corporation;
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is tied to overall corporate performance, financial and operational goals (annual and long-term);
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enhances retention in a highly competitive market by subjecting a significant portion of total compensation to multi-year vesting or performance conditions;
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discourages unnecessary and excessive risk-taking; and
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provides a competitive total pay opportunity.
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The Compensation Committee continually reviews the compensation
programs for our executive officers to ensure they achieve the desired goal of aligning our executive compensation structure with
our shareholders’ interests and current market practices. Please read “Compensation Discussion and Analysis”
beginning on page 36, which describes the Corporation’s executive compensation program and the decisions made by the
Compensation Committee in 2019 in more detail, including information about the fiscal year 2019 compensation paid to our named
executives.
CNX has a consistent record of delivering solid financial results
for our shareholders. For a discussion of the Corporation’s significant achievements in 2019, see the “Summary”
on page 6. We believe that our executive compensation programs have played a material role in our ability (i) to drive the
strong financial results described in “Compensation Discussion and Analysis” and (ii) to attract and retain a highly
experienced, successful team to manage the Corporation.
We are asking our shareholders to indicate their support for the
compensation paid to our named executives in 2019 as described in this Proxy Statement (including the Compensation Discussion and
Analysis, the compensation tables and other related compensation disclosures required by Regulation S-K Item 402 and contained
herein). This proposal is intended to give our shareholders the opportunity to express their views on the compensation paid to
our named executives in 2019. This vote is not intended to address any specific item of compensation, but rather the overall compensation
paid to our named executives, and the philosophy, policies and practices described in this Proxy Statement.
Accordingly, we ask our shareholders to vote “FOR,”
on an advisory basis, the compensation paid to our named executives in 2019, as disclosed in this Proxy Statement pursuant to the
compensation disclosure rules of the SEC, and to adopt the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Corporation’s
named executives, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,”
compensation tables and narrative discussion, is hereby APPROVED.”
As an advisory vote, your vote will not be binding on the Corporation,
the Board or the Compensation Committee. However, our Board and our Compensation Committee, which is responsible for designing
and administering the Corporation’s executive compensation program, value the opinions of our shareholders and to the extent
there is any significant vote against the compensation paid to our named executives in 2019, we will consider our shareholders’
concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
The Board of Directors Unanimously Recommends that You Vote
“FOR” the Advisory Approval of the Compensation Paid to our Named Executives in
2019, as Disclosed in this Proxy Statement, Pursuant to the Compensation Disclosure Rules of the SEC.
- 2020 Proxy Statement
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69
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER THE CNX EQUITY COMPENSATION
PLAN
The following table summarizes the Corporation’s equity
compensation plan information as of December 31, 2019.
EQUITY COMPENSATION PLAN INFORMATION
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Plan Category
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Number
of
securities to
be issued upon
exercise of
outstanding
options,
warrants and
rights
(a)
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Weighted
average
exercise
price
of
outstanding
options,
warrants
and rights
(b)
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Number
of
securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
(c)
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Equity compensation plans approved by security holders
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9,386,125
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(1)
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$
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21.50
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(2)
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5,560,610
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Equity compensation plans not approved by security holders
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—
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—
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—
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TOTAL
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9,386,125
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(1)
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$
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21.50
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(2)
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5,560,610
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(1)
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Of this total, 4,681,896 shares
are subject to outstanding stock options, 1,033,200 shares are subject to outstanding RSUs (including deferred RSUs), 69,523
shares are subject to outstanding DSUs, and 2,674,238 shares are subject to outstanding PSUs (assuming maximum payout).
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(2)
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The weighted-average exercise price does
not take into account the RSUs, DSUs or PSUs, as such awards have no exercise price.
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- 2020 Proxy Statement
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70
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