Core Natural Resources, Inc.
For the period ended Apr 30, 2026. Filed Mar 16, 2026.
View on SEC.govAbout this filing
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, 2026 · Filed Mar 16, 2026
CNR$79.31+5.5%Stored close · as of Nov 6, 2026
Contents
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.
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| Proxy Summary | 2 | |
|---|---|---|
| Information About the Annual Meeting | 7 | |
| Proposal No. 1—Election of Directors | 11 | |
| Biographies of Director Nominees | 11 | |
| Board of Directors and Compensation Information | 16 | |
| Director Compensation Table – 2025 | 25 | |
| Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm | 26 | |
| Audit Committee and Audit Fees | 27 | |
| Audit Committee Report | 27 | |
| Independent Registered Public Accounting Firm | 28 | |
| Proposal No. 3—Advisory Approval of Executive Compensation | 29 | |
| Executive Officers | 30 |
| Executive Compensation | 33 | |
|---|---|---|
| Compensation Discussion and Analysis | 33 | |
| Compensation Committee Report | 45 | |
| Summary Compensation Table | 46 | |
| Grants of Plan-Based Awards – 2025 | 47 | |
| Outstanding Equity Awards at Fiscal Year-End – 2025 | 49 | |
| Stock Vested Table – 2025 | 50 | |
| Pension Benefits Table – 2025 | 51 | |
| Understanding Our Pension Benefits Table | 52 | |
| Potential Payments Upon Termination or Change in Control Tables | 53 | |
| Understanding Our Change in Control and Employment Termination Tables and Information | 57 | |
| 2026 Severance Agreements | 60 | |
| Pay Ratio Disclosure | 60 | |
| Pay Versus Performance Disclosure | 61 | |
| Governance Policies | 65 | |
| Human Capital Management | 65 | |
| Securities Authorized for Issuance under the Core Natural Resources, Inc. Equity Compensation Plan | 65 | |
| Beneficial Ownership of Securities | 67 | |
| Delinquent Section 16(a) Reports | 68 | |
| Related Person Transaction Policy and Procedures and Related Person Transactions | 69 | |
| Additional Matters | 70 | |
| Appendix A—Reconciliation of Non-GAAP Measures | A-1 |
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