Proposal No. 3:
Advisory Approval of CNX’s 2023 Named Executive
Officer Compensation
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 2023 annual meeting of shareholders, our shareholders voted to conduct an advisory vote regarding
our named executive compensation on an annual basis (with the next one occurring in 2025), and based on the Board’s recommendation
and the voting results, the Corporation determined that future advisory votes to approve the Corporation’s named executive
compensation will be held every year until the next advisory vote on the frequency of such advisory votes in 2029.
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:
| • |
Links a significant portion of total compensation to performance, which we believe will create
long-term shareholder value; |
| • |
Consists primarily of stock-based compensation, which encourages our named executives to act
as owners of the Corporation; |
| • |
Is tied to overall corporate performance, financial and operational goals (annual and long-term); |
| • |
Enhances retention in a highly competitive market by subjecting a significant portion of total
compensation to multi-year vesting or performance conditions; |
| • |
Discourages unnecessary and excessive risk-taking; and |
| • |
Provides a competitive total pay opportunity. |
The Compensation Committee continually reviews
the compensation programs for our named executives to confirm that 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”, which describes in more detail the Corporation’s executive compensation program and the decisions made
by the Compensation Committee in 2023, including information about the fiscal year 2023 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 2023, see the
“Business/Strategic Highlights” section in this Proxy Statement. 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 2023 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 2023. 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 2023, 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 executive officers, 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 2023, 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
Executive Officers in 2023, as Disclosed in this Proxy Statement, Pursuant to the Compensation Disclosure Rules of the SEC.
 2024
PROXY STATEMENT |
│ 79 |
Securities Authorized for Issuance under the CNX
Equity and Incentive Compensation Plan
The following table summarizes the Corporation’s equity compensation
plan information as of December 31, 2023:
EQUITY COMPENSATION PLAN INFORMATION
| Plan Category |
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a) |
|
Weighted average
exercise price of
outstanding
options, warrants
and rights
(b) |
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c) |
| Equity compensation plans approved by security holders |
|
6,938,374 |
(1) |
$ |
8.55 |
(2) |
|
7,853,582 |
| Equity compensation plans not approved by security holders |
|
— |
|
|
— |
|
|
— |
| TOTAL |
|
6,938,374 |
(1) |
$ |
8.55 |
(2) |
|
7,853,582 |
| (1) |
Of this total, 2,085,870 shares are subject to outstanding stock options, 1,957,438 shares are subject to outstanding
RSUs (including deferred RSUs), 96,348 shares are subject to outstanding DSUs, and 2,798,718 shares are subject to outstanding
PSUs (assuming maximum payout), including ESG PSUs and Special PSUs. |
| (2) |
The weighted-average exercise price does not take into account the RSUs, DSUs, or PSUs (including ESG PSUs and Special
PSUs), as such awards have no exercise price. |
| 2024
PROXY STATEMENT |
│ 80 |
Information about the Annual Meeting
Virtual Format
We have decided to host a completely virtual Annual Meeting again
this year. We continue to deploy the virtual format 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 (historically, we have had little to no attendance by our
shareholders at our in-person annual meetings); |
| • |
Increase our ability to engage with shareholders, regardless of their size, resources or physical location; |
| • |
Be mindful of the enhanced desire of our shareholders to participate virtually; |
| • |
Provide for cost-savings to the Corporation and our shareholders; and |
| • |
Make our Annual Meeting more environmentally friendly. |
Attendance and Participation
Our completely virtual Annual Meeting will
be conducted on the internet via live webcast. We have designed the virtual Annual Meeting to provide shareholders substantially
the same opportunities to participate as if the Annual Meeting were held in person. You will be able to attend and participate
in the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CNX2024.
You also will be able to vote your shares electronically online during the Annual Meeting (other than shares held through the 401(k)
plan, which must be voted prior to the Annual Meeting).
All shareholders of record as of March 5,
2024 (the Record Date), or their duly appointed proxies, may attend and participate in the Annual Meeting. To attend and 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 voting instruction 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 confirm 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
confirm that they can hear streaming audio prior to the start of the Annual Meeting.
Questions and Information
Accessibility
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/CNX2024,
typing your question into the “Ask a Question” field, and clicking “Submit.” Questions pertinent to Annual
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 Annual Meeting matters
and therefore will not be answered. Any questions pertinent to Annual Meeting matters that cannot be answered during the Annual
Meeting due to time constraints will be posted online and answered on our Investor Relations page at investors.cnx.com.
Additional information regarding the ability
of shareholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting
will be available during the Annual Meeting at www.virtualshareholdermeeting.com/CNX2024.
Technical Difficulties
We will have technicians ready to assist
you with any technical difficulties 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 Annual
Meeting log in page.
| 2024
PROXY STATEMENT |
│ 81 |
Voting and Proposals
Whether you hold your shares directly as
the shareholder of record or beneficially in street name, you may vote prior to the Annual Meeting 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 Notice, proxy
card, voting instruction card or the instructions that accompanied your proxy materials;
By Telephone: Dial
1-800-690-6903. You will need the control number included on your Notice, proxy card, voting instruction card or the instructions
that accompanied your proxy materials; or
By Mail: If you
received a paper copy of the proxy materials, complete, date and sign your 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 1, 2024 or at 11:59 p.m., Eastern Time, on April 29, 2024 for
shares held through the 401(k) plan.
Shareholders of record and beneficial owners
of shares held in street name may also vote online during the Annual Meeting. You will need the control number included on your
Notice, proxy card, voting instruction card or the instructions that accompanied your proxy materials to log in to the virtual
meeting platform at www.virtualshareholdermeeting.com/CNX2024. Voting electronically online during the Annual
Meeting will replace any previous votes.
Those who hold shares through the 401(k)
plan may attend and participate in the Annual Meeting but will not be able to vote shares held in the 401(k) plan electronically
online during the Annual Meeting. Shares held through the 401(k) plan must be voted in advance of the Annual Meeting using one
of the methods described above.
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:
| • |
FOR the election of each of the seven director nominees (Proposal No. 1); |
| • |
FOR the ratification of the anticipated appointment of EY as CNX’s independent auditor
for the fiscal year ending December 31, 2024 (Proposal No. 2); |
| • |
FOR the advisory approval of CNX’s 2023 named executive officer compensation (Proposal
No. 3); and |
| • |
in accordance with their judgment on any other matters that may properly come before the Annual
Meeting. |
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.
| 2024
PROXY STATEMENT |
│ 82 |
Record Date and Vote Required for Approval
The Record Date with respect to this solicitation
is March 5, 2024. 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 153,134,537 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.
| Proposal |
|
Voting
Options |
|
Board
Recommendation |
|
Vote Required to
Adopt the Proposal |
|
Effect of
Abstentions and
Broker Non-Votes |
| Proposal No. 1:
Election of Seven Director Nominees |
|
“For,” “Against,” or “Abstain” on each nominee |
|
“FOR” each nominee |
|
Majority of the votes cast (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) |
|
None |
| Proposal No. 2: Ratification of the Anticipated Appointment of EY as CNX’s Independent
Auditor for the Fiscal Year Ending December 31, 2024 |
|
“For,” “Against,” or “Abstain |
|
“FOR” |
|
Majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled
to vote |
|
Abstentions are treated as votes “against.” Brokers have discretion to vote on this item. |
| Proposal No. 3: Advisory Approval of CNX’s 2023 Named Executive Officer Compensation |
|
“For,” “Against,” or “Abstain” |
|
“FOR” |
|
Majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled
to vote |
|
Abstentions are treated as votes “against.” Broker non-votes have no effect. |
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 and 3, 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 card also serves as
voting instructions for the trustees who hold shares of record for participants in the CNX’s 401(k). If voting instructions
representing shares in this plan are not received, those shares will not be voted.
| 2024
PROXY STATEMENT |
│ 83 |
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:
| • |
Sending a written notice to CNX at CNX Center, 1000 Horizon Vue 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; |
| • |
Submitting your voting instructions again by telephone or over the internet; |
| • |
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 |
| • |
Participating in the Annual Meeting and voting online during the Annual Meeting. |
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 or voting online during the Annual Meeting
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. Morrow-Sodali LLC has been retained by CNX to aid in the solicitation of proxies at an estimated
cost of $12,500, 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.
| 2024
PROXY STATEMENT |
│ 84 |
Additional Matters
