Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 4, 2023

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-14901

51-0337383

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

CNX Center

1000 Horizon Vue Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

[phone]

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock ($.01 par value)

CNX

New York Stock Exchange

Preferred Share Purchase Rights

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New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of CNX Resources Corporation (the “Company”) held on May 4, 2023 (the “Annual Meeting”), the Company’s shareholders considered five proposals, each of which is described in more detail in the 2023 proxy statement. Below are the final results of the matters voted on at the Annual Meeting.

Proposal 1: Each of the seven director nominees was elected to hold office for a one-year term expiring at the annual meeting in 2024 or until their respective successors are elected and qualified:

Director Name						For						Against						Abstain						Broker Non-Votes
Robert O. Agbede						138,272,988						3,646,841						83,041						12,105,991
J. Palmer Clarkson						137,884,057						4,025,316						93,497						12,105,991
Nicholas J. DeIuliis						141,615,515						314,702						72,653						12,105,991
Maureen E. Lally-Green						117,597,783						24,036,339						368,748						12,105,991
Bernard Lanigan, Jr.						132,228,847						9,679,157						94,866						12,105,991
Ian McGuire						140,297,045						1,613,711						92,114						12,105,991
William N. Thorndike, Jr.						139,392,257						2,534,613						76,000						12,105,991

Proposal 2: The anticipated appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023 was ratified.

For						Against						Abstain						Broker Non-Votes
152,287,500						1,734,783						86,578						0

Proposal 3: The Company’s 2022 named executed officer compensation was approved on an advisory basis.

For						Against						Abstain						Broker Non-Votes
136,421,978						5,396,014						184,878						12,105,991

Proposal 4: A frequency of “1 Year” for future advisory votes on the Company’s executive officer compensation was approved on an advisory basis.

1 Year						2 Years						3 Years						Abstain						Broker Non-Votes
133,777,345						237,194						7,812,762						175,569						12,105,991

Based on the Company’s Board of Directors’ recommendation in the proxy statement and the voting results, the Company has determined that future advisory votes to approve the Company’s executive officer compensation will be held every year until the next advisory vote on the frequency of such advisory votes.

Proposal 5: The non-binding shareholder proposal requesting that the Company’s Board of Directors annually conduct an evaluation and issue a report on the Company’s lobbying and policy influence activities was not approved.

For						Against						Abstain						Broker Non-Votes
33,507,738						107,517,638						977,494						12,105,991

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CNX RESOURCES CORPORATION

By: /s/ Alexander J. Reyes

Name: Alexander J. Reyes

Title: Executive Vice President, General Counsel and

Corporate Secretary

Date: May 4, 2023