CNX RESOURCES CORP filed this DEF 14A on 3/21/2024
CNX RESOURCES CORP - DEF 14A - 20240321 - SECURITY_OWNERS

Beneficial Ownership of Securities

 

The following table sets 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 the dates included in such filings; and
Each director, each nominee for director, each named executive, and all current directors and executive officers of CNX as a group, as of March 5, 2024 (except as otherwise indicated below).

 

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

 

Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership(1)
                 Percent
of Class
BlackRock, Inc.(2)
50 Hudson Yards
New York, NY 10001
19,717,169   12.88%
The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, PA 19355
15,927,013   10.40%
Dimensional Fund Advisors LP(4)
6300 Bee Cave Road, Building One
Austin, TX, 78746
13,472,040   8.80%
State Street Corporation(5)
State Street Financial Center
1 Congress Street, Suite 1
Boston, MA, 02114-2016
9,522,611   6.22%
Southeastern Asset Management, Inc.(6)
c/o Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
8,338,233   5.45%
Nicholas J. DeIuliis(7) 2,971,904   1.94%
Alan Shepard(7) 63,199   *
Navneet Behl(7) 16,355   *
Ravi Srivastava(7) 40,667   *
Hayley Scott(7) 29,956   *
Olayemi Akinkugbe(7)(8) 218,822   *
Alexander J. Reyes(7)(9) 63,559   *
Robert O. Agbede(7) 24,116   *
J. Palmer Clarkson(7) 243,041   *
Maureen E. Lally-Green(7) 177,864   *
Bernard Lanigan, Jr.(7)(10) 2,557,857   1.67%
Ian McGuire(7) 122,467   *
William N. Thorndike, Jr.(7)(11) 590,846   *
All directors and executive officers as a group(12) 7,120,653   4.65%

 

* Indicates less than one percent (1%) ownership.
(1) As of March 5, 2024, there were 153,134,537 shares of CNX common stock outstanding.
   
  2024 PROXY STATEMENT  27
 
(2) Based on a Schedule 13G/A filed by BlackRock, Inc. on January 23, 2024. BlackRock, Inc., as a parent holding company for a number of investment management subsidiaries, is deemed to be the beneficial owner of 19,717,169 shares and has sole voting power with respect to 19,366,846 shares, shared voting power with respect to zero shares, sole dispositive power with respect to 19,717,169 shares and shared dispositive power with respect to zero shares. The following subsidiaries of BlackRock, Inc. are investment advisors which hold shares of our common stock: BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; and BlackRock Investment Management (Australia) Limited. BlackRock Fund Advisors beneficially owns 5% or greater of the outstanding shares of CNX common stock.
(3) Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on March 11, 2024, Vanguard is deemed to be the beneficial owner of 15,927,013 shares and has sole voting power with respect to zero shares, shared voting power with respect to 104,781 shares, sole dispositive power with respect to 15,673,803 shares and shared dispositive power with respect to 253,210 shares.
(4) Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) on February 9, 2024, 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 manager 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 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 13,472,040 shares and has sole voting power with respect to 13,427,450 shares, shared voting power with respect to zero shares, sole dispositive power with respect to 13,472,040 shares and shared dispositive power with respect to zero shares.
(5) Based on a Schedule 13G/A filed by State Street Corporation (“State Street”) on January 25, 2024, State Street, as a parent holding company for a number of investment management subsidiaries, is deemed to be the beneficial owner of 9,522,611 shares and has sole voting power with respect to zero shares, shared voting power with respect to 9,303,909 shares, sole dispositive power with respect to zero shares and shared dispositive power with respect to 9,522,611 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 Europe Limited; State Street Global Advisors Limited; State Street Global Advisors Trust Company; and State Street Global Advisors Asia Limited.
(6) 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, and O. Mason Hawkins, Chairman of the Board of Southeastern, on February 14, 2024. Southeastern is deemed to be the beneficial owner of 8,338,233 shares and has sole voting power with respect to 2,246,238 shares, shared voting power with respect to 6,091,995 shares, sole dispositive power with respect to 2,246,238 shares, and shared dispositive power with respect to 6,091,995 shares. O. Mason Hawkins is deemed to be the beneficial owner of zero shares.
(7) Amounts include options that are currently exercisable or that may become exercisable within 60 days of March 5, 2024 (i.e., May 4, 2024) and shares underlying DSUs, RSUs (including in the case of Mr. DeIuliis the 2022 PSUs related to the absolute stock price (“ASP”) metric) and deferred RSUs that will or may be settled on or before May 6, 2024 as set forth below:
      Total Option,
DSUs, RSUs, and
deferred RSUs
      Options
Exercisable within
60 days
           RSUs may be
settled within
60 days
           Deferred RSUs
may be settled
within 60 days
           DSUs may be
settled within
60 days
  Nicholas J. DeIuliis   1,164,649   923,223   241,426    
  Alan Shepard   3,051   3,051      
  Navneet Behl          
  Ravi Srivastava   1,300   1,300      
  Hayley Scott   2,441   2,441      
  Olayemi Akinkugbe          
  Alexander J. Reyes          
  Robert O. Agbede   16,693     12,304   4,389  
  J. Palmer Clarkson   137,449   22,129     64,471   50,849
  Maureen E. Lally-Green   104,469   35,980     56,422   12,067
  Bernard Lanigan, Jr.   174,033   69,910     104,123  
  Ian McGuire   99,645       52,249   47,396
  William N. Thorndike, Jr.   385,260   150,800     232,360   2,100

Of the shares set forth in the table above, the following related to amounts received by directors in lieu of cash retainers: Mr. Agbede: 0, Mr. Clarkson, 72,978; Ms. Lally-Green, 23,118; Mr. Lanigan, 44,981; Mr. McGuire, 47,396; and Mr. Thorndike, 103,042. The shares forth in the table above for Messrs. Akinkugbe and Reyes are as of June 30, 2023 and December 22, 2023, their respective departure dates from CNX.

 

(8) Information for Mr. Akinkugbe is as of June 30, 2023, the date of his departure from CNX. For more information about the treatment of Mr. Akinkugbe’s awards upon his departure, see “Agreements with Former Named Executives.”
(9) Information for Mr. Reyes is as of December 22, 2023, the date of his departure from CNX. For more information about the treatment of Mr. Reyes’s awards upon his departure, see “Agreements with Former Named Executives.”
(10) Includes 58,536 CNX shares held by Mr. Lanigan, 30,600 CNX shares held by Lanigan Family Holdings, LLC (formerly Lanigan Family Limited Partnership), of which Mr. Lanigan is one of the members, and 1,063,071 CNX shares held by other 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 1,231,617 shares of CNX common stock 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. 
(11) Includes CNX shares held in a trust for his children. In addition, as a result of Mr. Thorndike’s contractual arrangement with a third party, Mr. Thorndike may be deemed to have a beneficial interest with respect to 50,000 shares of CNX stock.
(12) Of the 7,120,653 CNX shares held by the directors and executive officers as a group, 1,208,834 represent options that are currently exercisable or that may become exercisable within 60 days of March 5, 2024 (i.e., May 4, 2024), excluding those of Messrs. Akinkugbe and Reyes, who are former named executives of CNX; 253,730 represent RSUs that may or will be settled on or before May 4, 2024; 514,014 represent deferred RSUs that may be settled on or before May 4, 2024; and 112,412 represent DSUs that may be settled on or before May 4, 2024.

 

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.

   
  2024 PROXY STATEMENT  28
 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires that certain of our officers, our directors and persons who beneficially own more than 10% of a registered class of our equity securities file reports of initial ownership and changes in ownership with the SEC. The SEC has established specific due dates for these reports, and we are required to disclose in this Proxy Statement any known late filings or failures to file. Based solely on our review of Section 16 reports filed electronically with the SEC and written representations from certain reporting persons, we believe that during 2023, all Section 16(a) filing requirements applicable to those officers, directors and 10% shareholders were satisfied, except that one Form 4 filing for Mr. Lanigan reporting one transaction on June 30, 2023, in which an unaffiliated third party contributed shares of CNX common stock to Teton Pines Capital, LLC, the managing member of which Mr. Lanigan controls, was filed late on September 19, 2023 due to an administrative error.  

   
  2024 PROXY STATEMENT  29