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Core Natural Resources, Inc.

For the period ended Apr 30, 2024. Filed Apr 1, 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.

Apr 30, 2024 · Filed Apr 1, 2024

CNR$79.31+5.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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 Pursuant to §240.14a-12

CONSOL ENERGY INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(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.

ANNUAL MEETING OF STOCKHOLDERS — APRIL 30, 2024

275 Technology Drive, Suite 101

Canonsburg, Pennsylvania 15317

Telephone (724)416-8300

Dear Fellow Stockholder:

On behalf of the entire Board of Directors (Board) of CONSOL Energy Inc. (“CEIX”), we invite you to attend CEIX’s seventh Annual Meeting of Stockholders. The Annual Meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/CEIX2024 on April 30, 2024, at 8 a.m. Eastern Time.

You will be asked to vote on the following items for the Annual Meeting: (i) the election of our directors, (ii) ratification of the appointment of our independent registered public accounting firm, (iii) advisory approval of our 2023 executive compensation program, (iv) the frequency of future advisory votes on executive compensation and (v) an amendment to our Certificate of Incorporation to provide for liability exculpation of certain of our officers as further described herein. Detailed information about the director nominees, including their specific experience and qualifications, begins on page 13 of the proxy statement. Information about our independent registered public accounting firm begins on page 29 of the proxy statement. Our Compensation Discussion and Analysis, which explains our 2023 compensation decisions, begins on page 37 of the proxy statement. A summary of why we are seeking stockholder input onsay-on-pay vote frequency is on page 77 of the proxy statement. Information about the amendment to our Amended and Restated Certificate of Incorporation begins on page 78 of the proxy statement. We encourage you to read the proxy statement carefully for more information.

Our company delivered a strong operational and financial performance during 2023 as we achieved our third consecutive year of production and sales volume growth while also generating record total revenue and other income, net income and adjusted EBITDA*. This success was enabled in large part by our expanding global market reach and reliable world-class mining and logistics operations. In 2023, we also accomplished our strategic priority of pivoting sales away from traditional power-generation markets and toward growing demand from industrial and metallurgical customers in Asia, Africa, and South America. We exported a company record 16.2 million tons of coal in 2023 and derived 70% of our total recurring revenues and other income* from export sales. Additionally, 60% of our total recurring revenues and other income* came from sources other than sales to coal-fired power plants.

At our flagship operation, the Pennsylvania Mining Complex (PAMC), we grew our coal revenue for the third consecutive year. This resulted in a record average realized coal revenue per ton sold* in 2023. Despite continued market volatility contributing to a high inflationary environment and global supply chain difficulties, both of which influenced our total costs and expenses, we ended 2023 with a record PAMC average cash margin per ton sold*.

Our CONSOL Marine Terminal (CMT) also achieved record operational and financial performance during the year and transloaded a record 19 million tons of coal. The CMT has worked without a recordable safety incident since June 2014, surpassing 1 million man hours worked without a recordable safety incident.

At our newly-developed Itmann Mining Complex, we also made meaningful progress by expanding its total sales tonnage, including third-party sales, by 152% compared to 2022 levels to an aggregate 515 thousand tons. Moving forward, we expect to increase the Itmann Mining Complex’s sales volume in 2024 compared to 2023, and we expect to continue to ramp up production throughout 2024.

The success of our core business also led to multiple record financial results for the Company. We took advantage of our strong net cash provided by operating activities and free cash flow* to advance some of our key strategic initiatives in 2023, including (a) achieving our debt reduction goals, including fully retiring our Term Loan B and Second Lien Notes, (b) returning meaningful capital to our shareholders through the retirement of 5.5 million shares of CEIX common stock from year-end 2022 through January 31, 2024 and $75 million in dividends, and (c) enhancing our liquidity through cash generation and upsizing our revolving credit facility by an incremental $95 million to an aggregate amount of $355 million.

Looking ahead, we believe we have a continuing critical role to play in meeting global energy and resource needs as the energy transition plays out in the coming decades. We expect the demand forhigh-BTU content fuels, particularly in industrial applications,

will grow significantly in the coming years in developing economies in Asia and Africa, which we are well-positioned to serve through our high-quality products and ownership in the CONSOL Marine Terminal. Additionally, increasing demand for data centers due to the deployment of artificial intelligence technologies, growth of commercial factories, and increasing deployment of electric vehicles are causing electricity usage to soar across the United States. As such, utilities and grid operators are increasing their forecasts for U.S. electricity growth for the next 5 years, well above historical demand trends. This gives us confidence in our ability to continue to contract future domestic business for our products as well. Against this backdrop, we have spearheaded a public awareness campaign called “Not So Fast” designed to educate the public, elected officials and corporate leaders about the truth involving many of the myths being spoken about coal. We believe the world is too quickly moving away from coal and other proven, fossil-fuel-based sources of energy, in favor of intermittent sources like wind and solar power. The campaign advocates for a more measured, realistic, and moral approach to the energy policies of our country. More information about this campaign is available at www.thecoalhardtruth.com.

Furthermore, we remain focused on leading the industry as a socially and environmentally responsible coal supplier, helping to ensure that global electricity, infrastructure, and basic human needs are met during these dynamic times. As such, we continue to advance toward our voluntary goals of reducing our direct operating greenhouse gas emissions by 50% by 2026 and achieving net zero direct operating greenhouse gas emissions by 2040. We also were excited to formally establish CONSOL Innovations, which is dedicated to developing alternative uses of coal and reimagining its application as a building block to meet humanity’s evolving future needs. These efforts are described more fully alongside our broader sustainability initiatives as part of our 2023 Corporate Sustainability Report, which was released earlier this month. We remain excited about our future and the role we play as a responsible and innovative supplier of crucial global resources, and we look forward to continuing to expand our capability to return value to our shareholders and create sustainable opportunities for our future.

Your vote is important to us. We hope that you will participate in the Annual Meeting, either by attending and voting at the meeting or by voting as promptly as possible through the Internet, by telephone or by completing and mailing a proxy card (following the process as further described in the proxy statement). Detailed instructions on “How to Vote” begin on page 11.

We are profoundly saddened to announce the sudden passing of William (Bill) P. Powell, Chairman of the Board, on March 21, 2024. The entire CEIX family mourns his loss, as we extend our deepest sympathies to the Powell family. Bill was a friend and mentor and has been a valued member of the CEIX team, including serving as Chairman from November 2017 through March 2024. Bill was a driving force in bringing CEIX to where it is today, and thanks to his dedication, wisdom and guidance, we are operating from a position of strength and have assembled an experienced management team that will continue executing the Company’s strategy. His contributions to CEIX are immeasurable, and we are thankful for his exemplary leadership. His passing is a tremendous loss to all of us at CEIX, the energy industry and community. Our thoughts and prayers are with his family and friends at this difficult time.

In light of Bill’s sudden passing, the Board determined it was in the best interests of the Company and its stockholders that I assume the position of Chairman and John T. Mills assume the role of Lead Independent Director effective as of March 27, 2024. Mr. Mills has deep knowledge of the Company and its business and we believe this board structure will provide an effective balance between strong company leadership and oversight by active, independent directors. Additionally, Cassandra Pan and Valli Perera joined the Audit Committee and Compensation Committee, respectively, effective as of March 27, 2024.

Thank you for your investment in CEIX, and we hope you will be able to join us at this year’s Annual Meeting.

Sincerely,
James A. Brock Chairman and Chief Executive Officer
*See Appendix A to this Proxy Statement for a reconciliation of adjusted EBITDA (non-GAAP) to net income (GAAP), total recurring revenues and other income (non-GAAP) to total revenue and other income (GAAP), average realized coal revenue per ton sold (non-GAAP) to total coal revenue (GAAP), average cash margin per ton sold (non-GAAP) to total coal revenue (GAAP) and free cash flow (non-GAAP) to net cash provided by operating activities (GAAP).

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE:April 30, 2024
TIME:8 a.m. Eastern Time
PLACE:Solely via live webcast at www.virtualshareholdermeeting.com/CEIX2024 (the “CEIX Meeting Website”)
AGENDA:1.Elect directors for a one-year term;
2.Ratify the appointment of Ernst & Young LLP as CEIX’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
3.Approve, on an advisory basis, the compensation paid to our named executive officers in 2023, as reported in this Proxy Statement;
4.Approve, on an advisory basis, the frequency of future advisory votes on executive compensation;
5.Consider and act upon a proposal to approve an amendment to our Certificate of Incorporation to provide for exculpation of certain officers; and
6.Transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.
RECORD DATE:By resolution of the Board of Directors, we have fixed the close of business on March 1, 2024 as the record date for determining the stockholders of CEIX entitled to this Notice of Annual Meeting of Stockholders (the “Notice”) and to vote at the Annual Meeting and any adjournment or postponement thereof.
MAILING DATE:On or about April 1, 2024

INFORMATION ABOUT THE MEETING:

We are mailing our proxy materials to stockholders entitled thereto via the full set delivery option. The approximate date on which the Proxy Statement and proxy card are intended to be first sent or given to the Company’s stockholders entitled thereto is April 1, 2024. This delivery will be by mail or, if a stockholder has previously agreed, bye-mail. In addition to delivering proxy materials to stockholders entitled thereto, we must also post all proxy materials on a publicly accessible website and provide information to stockholders about how to access that website. These proxy materials include this Notice, the Proxy Statement, the proxy card and our 2023 Annual Report. These materials are available free of charge on our website atwww.consolenergy.com by following the link for “Investors” and also atwww.proxyvote.com. You may vote through any of the acceptable means described in the Proxy Statement. Instructions on how to vote begin on page 11.

Our annual meeting of stockholders (the “Annual Meeting”) will be held solely via live webcast on the CEIX Meeting Website and you will not be able to be physically present at the Annual Meeting. You will be able to participate virtually, vote your shares of CEIX Common Stock electronically, and submit questions online during the Annual Meeting by logging on to the CEIX Meeting Website usingthe 16-digit control number included in your proxy card or vote instruction form you previously received and following the directions on the CEIX Meeting Website. If you are not eligible to participate in the Annual Meeting, you may listen to a webcast of the Annual Meeting by logging on to the CEIX Meeting Website as a guest. If you are not a stockholder, you will not be able to ask questions or vote at the Annual Meeting. We encourage you to log on 15 minutes prior to the start time of the Annual Meeting. If you have difficulty accessing the Annual Meeting through the CEIX Meeting Website, please call the technical support number provided.

April 1, 2024 Martha A. Wiegand General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2024:

We have elected to utilize the full set delivery option and are delivering paper copies to all stockholders entitled thereto of all proxy materials, as well as providing access to those proxy materials on a publicly accessible website. The Proxy Statement, the proxy card, and our 2023 Annual Report are available free of charge atwww.consolenergy.com by following the link for “Investors” and also atwww.proxyvote.com.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.