Proposal No. 4:
Advisory Approval of the Frequency of Future Advisory Votes on CNX’s Named Executive Officer Compensation

In addition to providing its shareholders with the opportunity to cast a non-binding advisory vote on compensation paid to our named executives in Proposal No. 3 above, Section 14A of the Exchange Act also requires that we provide an opportunity for our shareholders to indicate how frequently we should hold advisory votes on named executive compensation. This vote is referred to as a say-on-frequency vote and is required to be held once every six years. We last held a say-on-frequency vote at our 2017 annual meeting of shareholders. At that meeting, our shareholders voted in favor of holding annual advisory votes on named executive compensation, and we have held a say-on-pay vote on an annual basis since that time. It is expected that the next say-on-frequency vote will occur at our 2029 annual meeting of shareholders.

After careful consideration, the Compensation Committee and the Board believe that an annual frequency (i.e., every 1 year) is the optimal frequency for the advisory say-on-pay vote. We believe this frequency will continue to enable our shareholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our Proxy Statement, leading to more meaningful and timely communication between the Corporation and our shareholders on the compensation of our named executives.

Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal: “1 year,” “2 years,” “3 years,” or “abstain.”

The say-on-frequency vote is advisory, and therefore not binding on the Corporation, the Board, or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by shareholders in their vote on this proposal, and in determining the frequency of future advisory votes on compensation of our named executives expects to be guided by the voting opinion that receives the greatest number of votes, event if that alternative does not receive the majority vote.

The Board of Directors Unanimously Recommends that You Vote for a Frequency of Future Advisory Votes on CNX’s Named Executive Officer Compensation of “1 YEAR”.

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