Alpha Metallurgical Resources, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Alpha Metallurgical Resources, Inc. invites stockholders to its 2024 annual meeting on May 2, 2024, to vote on director elections, charter amendments, auditor ratification, and executive compensation.</b>

AI Summary

Alpha Metallurgical Resources, Inc. (AMR) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. The 2024 annual meeting of stockholders for Alpha Metallurgical Resources, Inc. will be held via interactive webcast on May 2, 2024, at 10:00 a.m. Eastern Time. Stockholders will be asked to elect the board of directors. A proposal to approve an amendment to the company's certificate of incorporation will be presented. The selection of RSM US LLP as the independent registered public accounting firm for 2024 is subject to ratification. An advisory vote to approve executive compensation will be held.

Why It Matters

For investors and stakeholders tracking Alpha Metallurgical Resources, Inc., this filing contains several important signals. The meeting is a key governance event where shareholders exercise their voting rights on critical company matters. The outcome of the votes on director elections, charter amendments, and executive compensation can impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: low — Alpha Metallurgical Resources, Inc. shows low risk based on this filing. This filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational disclosures that would significantly alter the risk profile.

Analyst Insight

Stockholders should review the proxy materials carefully to make informed voting decisions on the proposed resolutions.

Key Numbers

• 2024 — Annual Meeting Year (2024 annual meeting of stockholders)
• May 2 — Meeting Date (Thursday, May 2, 2024)
• 10:00 a.m. — Meeting Time (10:00 a.m., Eastern Time)

Key Players & Entities

• Alpha Metallurgical Resources, Inc. (company) — Registrant
• May 2, 2024 (date) — Date of annual meeting
• RSM US LLP (company) — Independent registered public accounting firm
• David J. Stetson (person) — Chair of the Board
• Andy Eidson (person) — Chief Executive Officer

FAQ

Industry Context

Alpha Metallurgical Resources, Inc. operates in the coal mining industry, specifically surface mining of bituminous coal and lignite.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

1. Review the proxy statement and accompanying materials to understand the proposals.
2. Vote your shares either in person at the webcast or by proxy.
3. Consider the advisory vote on executive compensation and its alignment with company performance.

Key Dates

• 2024-05-02: 2024 Annual Meeting of Stockholders — Key date for voting on corporate matters.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement for the annual meeting, and does not represent a change from previous financial reporting periods.

Filing Documents

• ny20020478x2_def14a.htm (DEF 14A) — 1582KB
• logo_amr.jpg (GRAPHIC) — 39KB
• sig_rogerlnicholson.jpg (GRAPHIC) — 15KB
• ny20020478x2_barchart01.jpg (GRAPHIC) — 145KB
• ny20020478x2_linechart02.jpg (GRAPHIC) — 127KB
• ny20020478x2_pc01.jpg (GRAPHIC) — 617KB
• ny20020478x2_pc02.jpg (GRAPHIC) — 477KB
• ny20020478x2_pvp01.jpg (GRAPHIC) — 149KB
• ny20020478x2_pvp03.jpg (GRAPHIC) — 135KB
• ny20020478x2_pvp04.jpg (GRAPHIC) — 132KB
• ny20020478x2_pvp05.jpg (GRAPHIC) — 135KB
• sig_andyeidson.jpg (GRAPHIC) — 11KB
• sig_davidjstetson.jpg (GRAPHIC) — 9KB
• 0001140361-24-016607.txt (&nbsp;) — 7610KB
• amr-20240502.xsd (EX-101.SCH) — 5KB
• amr-20240502_def.xml (EX-101.DEF) — 5KB
• amr-20240502_lab.xml (EX-101.LAB) — 10KB
• amr-20240502_pre.xml (EX-101.PRE) — 5KB
• ny20020478x2_def14a_htm.xml (XML) — 306KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 33 COMPENSATION DISCUSSION AND ANALYSIS 33 Compensation Executive Summary 33

Executive Compensation Process

Executive Compensation Process 34 Performance Metrics 39 Targets and Payouts for 2023 40 2023 Compensation Decisions 41 Deferred Compensation 43 CEO Employment Agreements and Executive Offer Letters 44 Non-CEO Severance and Change in Control Arrangements 44 Retirement and Other Benefits 45 Tax and Accounting Considerations 45 Risk Assessment of Compensation Programs 45 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 45 2023 SUMMARY COMPENSATION TABLE 46 2023 GRANTS OF PLAN-BASED AWARDS 48 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END 49 OPTION EXERCISES AND STOCK VESTED IN 2023 50 NONQUALIFIED DEFERRED COMPENSATION 50 i TABLE OF CONTENTS POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL 50 Chief Executive Officer 51 Key Employee Separation Plan 52 Equity Compensation Plan Information 53 PAY RATIO 53 PAY VERSUS PERFORMANCE 55 Pay Versus Performance Table - Definitions 55 Pay Versus Performance Table 55 Relationship between Company Versus Peer Group Cumulative TSR 57 Relationship between Pay and TSR 57 Relationship between Pay and GAAP Net Income 58 Relationship between Pay and Adjusted EBITDA 58 Other Important Performance Measures 59 STOCK PERFORMANCE GRAPH 60 OTHER INFORMATION 61 HOUSEHOLDING 61 INCORPORATION BY REFERENCE 61 AVAILABILITY OF SEC FILINGS, CORPORATE GOVERNANCE GUIDELINES, CODE OF BUSINESS ETHICS AND COMMITTEE CHARTERS 61 REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS 61 Approval Procedures 62 Ratification Procedures 62 Ongoing Transactions 63 STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 63 Inclusion of Proposals in Our Proxy Statement and Proxy Card under SEC Rules 63 Bylaw Requirements for Stockholder Submissions of Nominations and Proposals 63 DELINQUENT SECTION 16(a) REPORTS 64

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 65 PROPOSALS 67 PROPOSAL 1 — ELECTION OF DIRECTORS 67 PROPOSAL 2 — AMENDMENT AND RESTATEMENT OF OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO REPLACE STOCKHOLDER SUPERMAJORITY VOTING PROVISIONS WITH MAJORITY VOTING PROVISIONS 67 Reasons for the Proposed Amendments and the Proposal 68 Specific Proposed Amendments 68 Vote Required 69 PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 70 Independent Registered Public Accounting Firm and Fees 70 Policy for Approval of Audit and Permitted Non-Audit Services 70 PROPOSAL 4 — ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION 71 APPENDIX A: PROPOSED AMENDMENT TO THE COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO REPLACE STOCKHOLDER SUPERMAJORITY VOTING PROVISIONS WITH MAJORITY VOTING PROVISIONS A-1 ii TABLE OF CONTENTS PROXY STATEMENT For 2024 Annual Meeting of Stockholders of Alpha Metallurgical Resources, Inc. To Be Held On May 2, 2024 The board of directors of Alpha Metallurgical Resources, Inc. ("Alpha" or the "Company") is soliciting proxies to be voted on the stockholders' behalf at the 2024 annual meeting of stockholders (the "Annual Meeting"). This document includes information about the proposals to be voted upon at the Annual Meeting. Beginning on or about March 29, 2024, the Company first sent the notice of the Annual Meeting and this proxy statement (together, this "Proxy Statement") and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report") to all stockholders entitled to vote at the Annual Meeting. ABOUT THE ANNUAL MEETING Q: Why have you provided me these materials? A: We are providing these materials to you in connection with our Annual Meeting, which will take place on May 2, 2024. Alpha's board of directors is soliciting your "p

View Full Filing

View this DEF 14A filing on SEC EDGAR