WARRIOR MET COAL, INC.
For the period ended Apr 20, 2026. Filed Mar 10, 2026.
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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 20, 2026 · Filed Mar 10, 2026
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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
(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 |
Warrior Met Coal, Inc.
(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 |
Dear Fellow Stockholders,2025 was a defining year for Warrior Met Coal, one marked by record sales and production volumes, strong full-year financial performance, and the successful start of longwall operations at our transformational Blue Creek Mine. The commencement of longwall mining at Blue Creek in October, eight months ahead of schedule and on budget, represents one of the most significant milestones in our company’s history. This achievement underscores Warrior’s operational excellence, disciplined execution, and sustained commitment to long-term stockholder value.
Warrior delivered strong full-year results, including record sales volumes, a 21% increase from the prior year, and record production volumes, a 24% increase from the prior year, driven by the meaningful initial contribution from Blue Creek. As Blue Creek ramps toward full production, it is already reshaping our cost structure, enhancing our first-quartile position on the global cost curve, and strengthening our long-term earnings capacity. This world-class mine with an estimated 40-year reserve life will be foundational to our scale, margins, and free cash flow generation for years to come. In addition, the finalization of two federal coal leases with the U.S. Department of Interior and the Bureau of Land Management in 2025 further strengthened our long-term reserve base and enhanced the visibility of our multi-decade growth strategy across Blue Creek and our other operations. We enter 2026 from a position of exceptional strength, supported by expected record volumes, continued cost discipline, prudent capital allocation, and a clear pathway to expanded long-term value creation.
Safety remained the foundation of our operations throughout the year. Warrior achieved another year of safety leadership, with a total incident rate 53% lower than the national average for underground coal mines. We continued to invest in advanced training, technology, and rigorous processes designed to protect our workforce and uphold our strong safety culture. The Board remains deeply committed to overseeing human capital development, workforce well-being, operational safety, and enterprise risk management.
We also strengthened our corporate governance framework and expanded oversight of cybersecurity, regulatory compliance, and other key areas of risk, reflecting our commitment to transparent and responsible leadership. Ongoing engagement with our stockholders continues to inform Board priorities and enhance our governance practices.
With Blue Creek ramping steadily, a strong operational foundation, and a talented and dedicated workforce, Warrior enters 2026 well positioned to continue delivering long-term, sustainable value for our stockholders.
On behalf of the full Board and Warrior team, thank you for your continued support.
Sincerely,
J. Brett Harvey
Chairman
March 10, 2026
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
WARRIOR MET COAL, INC.
| Date:Monday, April 20, 2026 | Time:9:00 a.m. (Central Time) | Place:Virtual Attendance Only |
|---|
Business of the Annual Meeting of Stockholders
Instructions on how to participate in the virtual annual meeting can be found atwww.cesonlineservices.com/hcc26_vm. The annual meeting of Warrior Met Coal, Inc. (the “Company”) is being held for the following purposes:
(1)
To elect six director nominees to the Board of Directors;
(2)
To approve the adoption of the Warrior Met Coal, Inc. 2026 Equity Incentive Plan (the “2026 Equity Plan”);
(3)
To hold a non-binding advisory vote on the compensation of the Company’s named executive officers (the “NEOs”);
(4)
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and
(5)
To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.
The Board of Directors recommends that you vote FOR each of the six director nominees; FOR the adoption of the Warrior Met Coal, Inc. 2026 Equity Incentive Plan; FOR the approval on an advisory basis of the compensation of the Company’s NEOs; and FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Only stockholders who owned shares of our common stock at the close of business on March 3, 2026 are entitled to notice of and to vote at this annual meeting or any adjournments or postponements that may take place.
You may only participate in the virtual annual meeting by registering in advance at www.cesonlineservices.com/hcc26_vm prior to the deadline of 9:00 a.m. (Central Time) on April 19, 2026. Please have the control number included on your Notice of Internet Availability of Proxy Materials or proxy card available, and follow the instructions to complete your registration request. Upon completing registration, participants will receive further instructions via email, including unique links that will allow them to access the virtual annual meeting and will permit them to submit questions and vote during the meeting. There is no physical location for the annual meeting.
| Warrior | 2026 Proxy Statement | i |
Whether or not you plan to participate in the virtual annual meeting, we urge you to review these materials carefully, which are available atwww.viewourmaterial.com/HCC, and to vote by one of the following means.
By Internet: Please follow the instructions on your Notice of Internet Availability of Proxy Materials or the proxy card. You will need the control number included on your Notice or proxy card to vote electronically. Your Internet vote must be received by 11:59 p.m. Eastern Daylight Time on April 19, 2026 in order to be counted for the annual meeting.
By Telephone: Call the toll-free telephone number shown on your Notice of Internet Availability of Proxy Materials or proxy card. You will need the control number included on your Notice or proxy card in order to vote by telephone. Your telephone vote must be received by 11:59 p.m. Eastern Daylight Time on April 19, 2026 in order to be counted for the annual meeting.
By Mail: You may request from the Company a hard copy of the proxy materials, including the proxy card, by following the instructions on your Notice of Internet Availability of Proxy Materials. If you request and receive the proxy card, please mark your selections on the proxy card, date and sign your name exactly as it appears on the proxy card and mail the proxy card in the pre-paid envelope that will be provided to you. Mailed proxy cards must be received no later than April 19, 2026 in order to be counted for the annual meeting.
By Order of the Board of Directors
KELLI K. GANT
Chief Administrative Officer and Corporate Secretary
This Proxy Statement and the accompanying instruction form or proxy cardare being made available on or about March 10, 2026.
| ii | Warrior | 2026 Proxy Statement |
|---|
TABLE OF CONTENTS
| Page | |
|---|---|
| COMPANY OVERVIEW | 1 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 8 |
| ITEMS OF BUSINESS REQUIRING YOUR VOTE | 13 |
| Proposal 1—Election of Directors | 13 |
| Our Board of Directors | 13 |
| Qualifications and Experience of the Director Nominees | 14 |
| Nominees for Election to the Board of Directors | 16 |
| Required Vote for Election and Recommendation of the Board of Directors | 21 |
| Information about Executive Officers Who Are Not Also Directors | 22 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 24 |
| Governance Highlights | 24 |
| Board of Directors | 24 |
| Process for Stockholders to Recommend Director Nominees and Make Nominations | 24 |
| Corporate Governance Guidelines | 26 |
| Board Leadership Structure | 26 |
| Director Independence | 27 |
| Board of Directors Meetings and Committees | 27 |
| The Board’s Oversight of Risk Management | 31 |
| Code of Ethics | 32 |
| Sustainability and Corporate Responsibility | 32 |
| Stock Ownership and Equity Retention Requirements for Non-Employee Directors | 35 |
| Insider Trading Arrangements and Policies | 36 |
| Compensation Committee Interlocks and Insider Participation | 36 |
| Communication with the Board | 36 |
| Stockholder Engagement | 37 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 39 |
| Page | |
|---|---|
| Compensation Discussion and Analysis | 39 |
| Overview | 39 |
| Impact of Current Events and Strategic Efforts on Compensation | 39 |
| Compensation in Context: Company Performance in 2025 | 39 |
| Compensation Philosophy and Objectives | 41 |
| Executive Compensation Program Objectives and Principles | 42 |
| Snapshot: How Compensation is Delivered to Our NEOs | 43 |
| Stockholder Advisory Votes and Outreach | 43 |
| Role of the Human Resources and Compensation Committee | 45 |
| Role of Management | 46 |
| Role of the Compensation Consultant | 46 |
| Discouraging Excessive Risk-Taking | 46 |
| Peer Group and Benchmarking | 47 |
| 2025 Target Total Compensation Mix | 48 |
| Elements of 2025 Executive Compensation | 49 |
| Employment and Severance Arrangements | 56 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 57 |
| Stock Ownership Guidelines for Executives | 57 |
| Clawback Policies | 57 |
| Prohibition on Hedging and Pledging of Company Stock and Equity Award Repricing | 58 |
| Tax and Accounting Matters | 58 |
| Human Resources and Compensation Committee Report | 59 |
| Summary Compensation Table | 60 |
| Grants of Plan-Based Awards | 62 |
| Outstanding Equity Awards at Fiscal Year-End | 64 |
| Option Exercises and Stock Vested | 65 |
| Equity Compensation Plan | 65 |
| Employment Agreements | 66 |
| Warrior | 2026 Proxy Statement | iii |
| Page | |
|---|---|
| Potential Payments Upon a Termination of Employment or Change in Control | 68 |
| Pay Versus Performance | 71 |
| Pay Ratio | 75 |
| Director Compensation | 76 |
| Proposal 2— Approval of the Warrior Met Coal, Inc. 2026 Equity Incentive Plan | 78 |
| Required Vote for Approval and Recommendation of the Board of Directors | 84 |
| Proposal 3—Advisory Vote on the Compensation of Our Named Executive Officers | 85 |
| Required Vote for Approval and Recommendation of the Board of Directors | 85 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 86 |
| Review and Approval of Related Person Transactions | 86 |
| Related Person Transactions Entered into by the Company | 86 |
| REPORT OF THE AUDIT COMMITTEE | 87 |
| Page | |
|---|---|
| FEES PAID TO INDEPENDENT AUDITORS | 88 |
| Approval of Audit and Non-Audit Services | 88 |
| Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm | 89 |
| Required Vote for Approval and Recommendation of the Board of Directors | 89 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 90 |
| OTHER MATTERS | 92 |
| DEADLINES FOR STOCKHOLDER PROPOSALS | 92 |
| HOUSEHOLDING OF PROXY MATERIALS | 93 |
| Appendix A: Warrior Met Coal, Inc. 2026 Equity Incentive Plan | A-1 |
|---|
| iv | Warrior | 2026 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.