Core Natural Resources, Inc.
For the period ended Apr 29, 2025. Filed Mar 17, 2025.
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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 29, 2025 · Filed Mar 17, 2025
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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CORE NATURAL RESOURCES, 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. |
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| ☐ | 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 29, 2025
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 Core Natural Resources, Inc. (“Core” or the “Company”), we invite you to attend Core’s Annual Meeting of Stockholders. The Annual Meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/CNR2025 on April 29, 2025, at 10:30 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, and (iii) advisory approval of our 2024 executive compensation program, as further described herein.
Detailed information about the director nominees, including their specific experience and qualifications, begins on page 12 of this Proxy Statement. Information about our independent registered public accounting firm begins on page 30 of this Proxy Statement. Our Compensation Discussion and Analysis, which explains our 2024 compensation decisions, begins on page 39 of this Proxy Statement. We encourage you to read this Proxy Statement carefully for more information.
This past year was a transformational one for our Company. In August 2024, we announced plans to combine two proven leadership teams andbest-in-sector operating platforms to create what we believe is the premier North American resource company – a company with worldwide reach and world-class mining and logistics capabilities with virtually no overlap of customers or products.
Following the announcement, the legacy CONSOL Energy Inc. (“CONSOL”) and Arch Resources, Inc. (“Arch”) teams collaborated to lay the foundation for a swift, efficient, and value-creating integration, even as we continued to execute at a high level. We completed the merger (the “Merger”) on January 14, 2025, and the Core team is off to an excellent start in integrating the combined operating, marketing and logistics portfolio into a cohesive, high-performing unit; capturing the substantial synergies created by this transformational Merger; and laying the foundation for long-term value creation via the tight alignment of its global metallurgical and high calorific value thermal segments.
The Company’s mission is to become the world’s leading provider of essential coal-based natural resources in support of human progress. We are committed to providing essential coal-based products necessary for infrastructure development, urbanization, transportation and reliable and affordable power generation. In doing so, we enable global prosperity and enhance the quality of life for people around the world. We are dedicated to the responsible utilization of vital natural resources. In doing so, we are committed to safe and sustainable practices that aim to reduce our environmental footprint, enhance our operations and create opportunities for our business and stockholders. Our values of safety, sustainability, and continuous improvement are the foundation of the Company’s identity and are the basis for how management defines continued success. We believe the
Company’s rich resource base, coupled with these values, will allow management to create value for the long-term.
Core has the potential to create substantial value for all of its stockholders by bringing together a broad, diverse slate of coal qualities and blends capable of serving multiple growth markets and geographies with product offerings ranging from a multitude of metallurgical coals, including high-vol A, low-vol, high-vol B and crossover, coupled with our rare and highly sought-after high calorific value thermal coal. The vast majority of our coal is mined from best-in-sector metallurgical and thermal coal operating platforms – platforms anchored by world-class, high-quality, low-cost, long-lived longwall coal-mining assets. Our longwall mines at the Pennsylvania Mining Complex consistently rank in the first quartile cost position among seaborne thermal coal producers, and the Leer complex consistently ranks among the lowest cost U.S. metallurgical mines and produces a product quality that is recognized and sought-after worldwide. Additionally, this combination brings together industry-leading North American logistics and export capabilities via ownership interests in two East Coast terminals and longstanding relationships with West Coast and Gulf Coast ports.
We believe the list of value propositions for Core is extensive, key among them is our potential to return significant capital to stockholders, underpinned by industry-leading cash generation and a strong balance sheet. Our ability to create a visible revenue stream through a strong contracted thermal coal position, coupled with meaningful upside opportunities via our high-value and more market-exposed metallurgical coal platform enables Core to generate substantial free cash flow across a wide range of market environments. As such, our Board recently approved a $1 billion share buyback authorization in support of our recently announced stockholder return program, which targets the return of 75 percent of free cash flow* to stockholders – the vast majority of which is planned to be directed toward share repurchases. The management team and the Board view this framework as a central tenet of the Company’s long-term value proposition.
We are making our proxy materials for the Annual Meeting available to you via the Internet. We hope that this offers you convenience while allowing us to reduce the number of copies that we print.
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 this Proxy Statement). Detailed instructions on “How to Vote” begin on page 10.
Thank you for your investment in Core, and we hope you will be able to join us at this year’s Annual Meeting.
| Sincerely, | |
| James A. Brock Director & Executive Chair |
| * | See Appendix A to this Proxy Statement for a reconciliation of free cash flow (non-GAAP) to net cash provided by operating activities (GAAP). |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| DATE: | April 29, 2025 | |||
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| TIME: | 10:30 a.m. Eastern Time | |||
| PLACE: | Solely via live webcast at www.virtualshareholdermeeting.com/CNR2025 (the “Core Meeting Website”) | |||
| AGENDA: | 1. | Elect directors for a one-year term; | ||
| 2. | Ratify the appointment of Ernst & Young LLP as Core’s independent registered public accounting firm for the fiscal year ending December 31, 2025; | |||
| 3. | Approve, on an advisory basis, the compensation paid to our named executive officers in 2024, as reported in this Proxy Statement; and | |||
| 4. | 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 (the “Board”), we have fixed the close of business on March 6, 2025 as the record date for determining the stockholders of Core 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 March 17, 2025 | |||
INFORMATION ABOUT THE MEETING:
We are delivering our proxy materials to stockholders via the Internet. On or about March 17, 2025, we mailed a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to holders of record as of the record date and posted our proxy materials on the website referenced in the Internet Notice. The Internet Notice explains how to access the proxy materials and our 2024 Annual Report, free of charge, through the website described in the Internet Notice. The Internet Notice and website also provide information regarding how you may request to receive proxy materials in printed form, by mail or electronically bye-mail for this meeting and on an ongoing basis. You may vote through any of the acceptable means described in this Proxy Statement. Instructions on how to vote begin on page 10.
Our annual meeting of stockholders (the “Annual Meeting”) will be held solely via live webcast on the Core 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 Core common stock electronically, and submit questions online during the Annual Meeting by logging on to the Core Meeting Website usingthe 16-digit control number included on your proxy card, vote instruction form you previously received or Internet Notice you previously received and following the directions on the Core 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 Core Meeting Website as a guest. If you are not a stockholder as of the record date, 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 Core Meeting Website, please call the technical support number provided.
March 17, 2025 /s/ ROSEMARY L. KLEIN Rosemary L. Klein Senior Vice President, Chief Legal Officer and Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2025:
The Proxy Statement, 2024 Annual Report, Notice of Annual Meeting of Stockholders and related materials are available free of charge atwww.proxyvote.com or may be obtained by contacting the Investor Relations department at the address and phone number on page 9 of the Proxy Statement.
Forward-Looking Statements Certain statements in this Proxy Statement are “forward-looking statements” within the meaning of the federal securities laws. With the exception of historical matters, certain other matters discussed in this Proxy Statement are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties that could cause actual results to differ materially from results expressed in or implied by such forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “focus,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this Proxy Statement include the matters discussed regarding the expectation of performance under compensation plans and anticipated financial and operational performance of the Company and its subsidiaries; belief regarding the success of severance protection and related non-compete and non-solicitation covenants on attracting and retaining executive talent; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the Merger may not be fully realized or may take longer to realize than expected; and other unforeseen risks. The forward-looking statements in this Proxy Statement speak only as of the date of this Proxy Statement; we disclaim any obligation to update these statements, whether in response to new information, future events, or otherwise, unless required by applicable law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Specific risks, contingencies and uncertainties are discussed in more detail in our filings with the Securities and Exchange Commission (“SEC”).
Information referenced in this Proxy Statement
The content of the websites referred to in this Proxy Statement are not incorporated by reference into this Proxy Statement.
2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.