CNX Resources Corp Files Definitive Additional Materials

TL;DR

CNX Resources proxy materials are in, shareholders get ready to vote!

AI Summary

CNX Resources Corp filed a Definitive Additional Materials proxy statement on April 8, 2024. This filing relates to the company's annual meeting and provides information to shareholders regarding the solicitation of proxies. The document is an amendment to previous filings and is intended for definitive use.

Why It Matters

This filing is important for shareholders as it contains crucial information for the upcoming annual meeting, including details on how to vote their shares and matters to be discussed.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new financial information or significant corporate actions that would inherently increase risk.

Key Players & Entities

• CNX Resources Corp (company) — Registrant
• 0001070412-24-000019 (filing_id) — Accession Number
• 20240408 (date) — Filing Date

FAQ

Filing Documents

• def144-8x2024.htm (DEFA14A) — 21KB
• graphica.jpg (GRAPHIC) — 12KB
• imagea.jpg (GRAPHIC) — 10KB
• 0001070412-24-000019.txt ( ) — 47KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 CNX RESOURCES CORPORATION (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. April 8, 2024 To Shareholders of CNX Resources Corporation RE Report Feedback Statement Fellow Shareholders, We are writing to respond to two core issues in Glass Lewis' recently issued proxy advisory report for CNX's upcoming annual meeting the recommendation against our Nominating and Governance Committee Chair and the mischaracterization of our executive compensation practices. First, however, it is important for shareholders to understand our concern regarding Glass Lewis' flawed process. Glass Lewis uses a 'pay to play approach where a company must purchase Glass Lewis' proxy report to have the ability to directly address concerns through a Report Feedback Statement ("RFS"). See httpswww.glasslewis.comreport-feedback-statement visited 3 April 2024. Glass Lewis' website defines this quid pro quo as follows "when purchasing Glass Lewis' research as a company the RFS is included in the cost ..." While Glass Lewis maintains that it will not edit feedback to "maintain the independence of both parties' views," Glass Lewis will, however, " review each RFS submission for compliance with the RFS requirements and guidelines (as set forth in the Frequently Asked Questions' below), may request updates to the RFS submission to comply with those requirements and guidelines, and may refuse to publish an RFS that does not comply with the RFS requirements and guidelines " ( emphasis added). In other words, a company must purchase the report to submit an RFS and then must permit Glass Lewis to unilaterally decide whether an RFS complies with its guidelines, which allows Glass Lewis to exclude an RFS it deems disparaging or defamatory. The firm does not explain what it considers disparaging. Turning to the specific concerns raised by Glass Lewis, we respectfully disagree with its recommendation to vote against Director Maureen Lally-Green, the female Chair of the Nominating and Governance Committee of our Board. As we have consistently disclosed in our proxy statements, we view the small size and composition of CNX's Board as a key strength, fostering open dialogue, nimble decision-making, transparency, and full engagement. In considering individuals for Board membership, we focus on addressing clear and tangible business needs that align with the company's long-term strategies and ensuring diversity of thought, skills, and background (including gender diversity). Glass Lewis is making an absurd recommendation to vote against a trailblazing female leader with 45 years of broad experience, ending the gender diversity of our Board. Regarding Say on Pay, Glass Lewis erred in assessing our special one-time grant of performance share units (Special PSU Plan) to three Section 16 officers. The Special PSU Plan has rigorous targets (compound IRR of no less than 23% from grant date) and will drive the realization of long-term value for shareholders by focusing on long-term share price performance. Glass Lewis failed to note the seven year performance period of the awards and did not note that if earned, awards are not paid until the end of the performance period (compared to much shorter performance periods in typical equity awards). Participating officers do not benefit from relatively "brief spikes in performance" that Glass Lewis alleged, but instead are placed in the same shoes as the company's long-term shareholders. Common sense dictates we go on record to respectfully disagree with Glass Lewis' recommendations. We invite shareholders to review our 2024 proxy statement. We would be pleased to discuss questions you may have. Respectfully, Nick DeIuliis President and Chief Executive Officer Important Additional Information Regarding Proxy Solicitation CNX Resources Corporation (the "Company" or "CNX"), its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Company's 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"). On March 21, 2024, the Company f

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View this DEFA14A filing on SEC EDGAR