Alpha Metallurgical Resources Inc
For the period ended May 2, 2024. Filed Mar 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| 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 |
Alpha Metallurgical Resources, Inc.
(Exact 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 the appropriate box):
| ☒ | | | 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 |
ALPHA METALLURGICAL RESOURCES, INC.
340 Martin Luther King, Jr. Blvd.
Bristol, Tennessee 37620
March 29, 2024
Dear Fellow Stockholder:
It is our pleasure to invite you to attend the 2024 annual meeting of stockholders of Alpha Metallurgical Resources, Inc. The annual meeting will be held via interactive webcast on Thursday, May 2, 2024, at 10:00 a.m., Eastern Time. To join the meeting webcast, go towww.VirtualShareholderMeeting.com/AMR2024 shortly before the meeting time and follow the instructions. Your board of directors and management team look forward to hearing from you at the meeting.
During the meeting, you will be asked to elect the board of directors, to approve an amendment to our certificate of incorporation, to ratify the selection of RSM US LLP as our independent registered public accounting firm for 2024 and to participate in an advisory vote to approve our executive compensation as disclosed in the proxy statement for the meeting. These matters are important, and we urge you to vote in favor of each of these proposals. To familiarize yourself with these matters, please review the proxy statement, proxy card and 2023 annual report that accompany this letter.
Regardless of the number of Alpha shares that you own, it is important that you vote your shares during the meeting or by proxy. You will find the instructions for voting in the accompanying proxy materials.
We appreciate your prompt attention, and we thank you for your ongoing support.
| | | Sincerely, | | | |
| | | | | ||
| | | David J. Stetson | | | Andy Eidson |
| | | Chair of the Board | | | Chief Executive Officer |
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 2, 2024
ALPHA METALLURGICAL RESOURCES, INC.
340 Martin Luther King, Jr. Blvd.
Bristol, Tennessee 37620
To the Stockholders of Alpha Metallurgical Resources, Inc.:
NOTICE IS HEREBY GIVEN that Alpha Metallurgical Resources, Inc.’s (“Alpha” or the “Company”) 2024 annual meeting of stockholders will be held via an interactive webcast at 10:00 a.m. Eastern time on Thursday, May 2, 2024 (the “Annual Meeting”).
Note that the terms “Alpha,” “the Company,” “we,” “our,” “us,” and similar terms refer to Alpha Metallurgical Resources, Inc. and its board of directors and management, as appropriate.
At the meeting, we will ask stockholders to consider and vote upon the following matters:
| 1. | The election of seven (7) directors nominated by our board of directors for a term of one year; |
| 2. | Approving the amendment and restatement of our second amended and restated certificate of incorporation to replace stockholder supermajority approval requirements with majority approval requirements; |
| 3. | Ratifying the appointment of RSM US LLP (“RSM”) as Alpha’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| 4. | Approving the Company’s executive compensation as reported in the accompanying Proxy Statement, on an advisory basis. |
The board of directors unanimously recommends that you vote “FOR” each of these proposals. The proposals are further described in the proxy statement that accompanies this notice.
We will also address any other proper business that may arise and we will offer reasonable time for your comments and questions.
Only Alpha common stockholders of record at the close of business on March 8, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. As of that day, there were 13,007,215 common shares outstanding. For ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Alpha’s corporate offices located at 340 Martin Luther King, Jr. Blvd., Bristol, Tennessee 37620.
Your vote is very important. If you are unable to attend the meeting, we urge you to vote by proxy by following the instructions in the accompanying proxy statement and proxy card.
| | | By Order of the Board of Directors, | |
| | | ||
| | | ||
| | | Andy Eidson | |
| | | Chief Executive Officer | |
| March 29, 2024 | | |
|---|
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