Core Natural Resources, Inc. (CNR) Earnings Call Transcript & Summary

Welcome to CONSOL Energy Inc. 2020 Annual Meeting of Shareholders. Please note that today's meeting is being recorded. At the end of the meeting, we will have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Bill Powell, Chairman of the Board of CONSOL Energy Inc.

Thank you, Erica. Good morning, and welcome to the CONSOL Energy Annual Meeting of Stockholders. I'm Bill Powell, the Chairman of CONSOL Energy's Board of Directors and Chairman of this meeting. I now call the meeting to order. Today's virtual-only meeting is a live webcast. This is a departure from our practice of having in-person meetings in the past, but we have made the decision to move to a virtual-only format this year due to the public health concerns associated with the COVID-19 pandemic. We hope that everyone is staying safe and healthy during this time, and thank you for participating in our virtual meeting today. We believe in engaging our stockholders and hope this virtual meeting will maximize the participation of stockholders, regardless of their location. I would like to welcome our other Board members who are in attendance today as well as members of our management team. At this time, I would like to introduce each of the members of the Board of Directors of CONSOL Energy: first, Jimmy Brock, who is also our President and CEO of the company; Sophie Bergeron, who is also Chair of our Health, Safety and Environmental Committee; John Mills, who is also Chair of our Audit Committee; Joe Platt, who is also Chair of our Compensation Committee; and lastly, Ed Roberson, who is also Chair of our Nominating and Corporate Governance Committee. Representatives from Ernst & Young, CONSOL Energy's independent auditor, are also in attendance. They are available to respond to appropriate questions and to make a statement if they desire to do so. I call your attention to the meeting agenda and rules of conduct that we will follow for this meeting. These are made available to each stockholder in the file section in the lower left of the screen. Melissa Pierce, a representative of Computershare, who is appointed to serve as the inspector of election at this meeting, is also in attendance today. She has taken an oath as the inspector of election, and in this capacity, she will determine the presence of a quorum and judge the voting on all matters requiring a stockholder vote at this meeting. Martha Wiegand, the General Counsel and Secretary of CONSOL Energy, will act as secretary of this meeting. Martha will now report on the list of stockholders, the mailing of the proxy materials for the annual meeting and the quorum. Martha?

Thank you, Bill, and thanks to everyone for attending today. If you joined this meeting as a stockholder using a control number, a list of stockholders entitled to vote at this meeting is available for viewing in the lower left-hand corner of your screen. The stockholder list reflects a record date of March 11, 2020, which date was approved by our Board. As required by law, the list will be available for examination by the stockholders during the entire meeting. Either a notice of Internet availability of proxy materials or a notice of this annual meeting, together with a proxy statement and form of proxy, were mailed to all stockholders of record. We have received an affidavit of mailing signed by a production control specialist at Computershare, our transfer agent and registrar, confirming that mailing commenced on March 27, 2020. This affidavit will be filed with the minutes of this meeting. If you should need a copy of the 2020 proxy statement or 2019 annual report during the meeting, the links are provided online. As of the close of business on the record date, there were 26,029,202 shares of common stock outstanding and entitled to vote at this meeting. Based on the tabulation of proxies received from the inspector of election just prior to commencement of this meeting, the inspector of election has determined that we have a quorum present in person or represented by proxy at the meeting, representing the holders of a majority of the outstanding shares of common stock entitled to vote at the meeting.

Thank you, Martha. Since the existence of a quorum has been established for the purposes of transacting business at this meeting, I declare this meeting is legally convened. As described in detail in our proxy statement, there are 5 matters properly before this meeting for action by the stockholders, each of which has been described in detail in the proxy statement furnished to stockholders. To summarize, the proposals are as follows. One, electing Class 3 director nominees, each to serve on the Board of Directors for a 1-year term. The nominees for election to the Board are John T. Mills and myself, William P. Powell. Second, ratifying the appointment of Ernst & Young as CONSOL Energy's independent registered public accounting firm for the year 2020. Third, approving, on an advisory basis, a resolution regarding the compensation for CONSOL Energy's named executives for 2019. Fourth, approving the adoption of the CEIX 2020 Omnibus Performance Incentive Plan. And fifth, approving the adoption of the amendments to CONSOL Energy Amended and Restated Certificate of Incorporation to eliminate the supermajority vote required for the removal of directors after the Board is declassified. There will be a time for a discussion of the proposals after the polls have been open for voting. You may each submit questions online by clicking on the Dialogue icon in the middle of the meeting screen center. No director nominations other than the proposals were received in accordance with the advanced notice provisions of CONSOL Energy's bylaws or the SEC's rules, so I declare that the nominations for directors are closed. The Board recommends that stockholders vote for each of the director nominees in proposal 1; for the ratification of the appointment of Ernst & Young in proposal 2; for the approval of the compensation of named executives in proposal 3; for the adoption of the CEIX Omnibus Performance Incentive Plan in proposal 4; and for the adoption of the amendments to the company's Amended and Restated Certificate of Incorporation in proposal 5. At this time, the polls are open for voting on these matters. For purposes of efficiency, since most stockholders have voted by proxy prior to the meeting, we will conduct the vote on all these matters simultaneously. Any stockholder who wishes to vote at this time may do so now using the link provided online. Remember, if you had voted by proxy, you should not vote again now online unless you specifically desire to revoke your proxy. We will now address any proper business relating to these proposals. If you have a question specific to the proposals being voted on, please submit it by clicking on the Dialogue icon in the center of the meeting -- excuse me, in the center of the meeting center screen and include in the message field, your name, city of residence and whether you are a stockholder of record or a proxy for a stockholder. If you have any questions or comments on other topics, management will do its best to address them after the meeting has concluded. We'll take a moment now, and any questions will be addressed by our acting CFO, Mitesh Thakkar.

Mr. Chairman, at this point, we are not showing any questions related to the proposal.

Thank you, Mitesh. Since there is no other proper business for consideration by the stockholders at this meeting, I now declare the polls closed and direct the inspector of election to tabulate the votes. Our secretary will now provide a preliminary report of the results. Martha?

Based on the votes received prior to the meeting, I will now announce the preliminary results of the voting. Each of the Class 3 director nominees has been elected. The appointment of Ernst & Young as CONSOL's independent registered public accounting firm for 2020 has been approved. The compensation for CONSOL's named executive officers for 2019 has been approved. The adoption of the CEIX 2020 Omnibus Performance Incentive Plan has been approved. And the adoption of the amendment to the company's Amended and Restated Certificate of Incorporation has been approved. These results are preliminary until we receive a final report from the inspector of election. After we receive this final report, we will disclose the final results on a Form 8-K filed with the SEC.

Thank you, Martha. Since there's no other business to be brought before this meeting, I hereby adjourn the official portion of this annual meeting. Jimmy Brock, the President and Chief Executive Officer of CONSOL Energy, who also serves as a director, would like to say a few words and close the meeting. Thank you all. Jimmy?

Thank you, Bill. 2018 and 2019 were good years for our company, and we achieved many good things, including significant debt reduction and share repurchases, which ultimately increased shareholder value over time. However, 2020 is certainly starting out in unprecedented times and global challenges affecting all of us, regardless of the business. First and foremost, the health and safety of our employees, our communities, our customers and suppliers and stakeholders are paramount to us at CONSOL Energy. As we manage through this COVID-19 pandemic, we will continue to manage towards our original priorities and set goals, which are: maintain a healthy balance sheet; grow opportunistically; and create long-term value for our shareholders. At this time, if there are any additional questions, our interim Chief Financial Officer, Mitesh Thakkar, will now present them.

Thank you, Jimmy. At this point, we are not showing any questions related to any other matters.

Thank you. As there are no additional questions, this concludes our meeting. We appreciate your attendance and your support of CONSOL Energy. Thank you once again for attending today's virtual meeting, and please be safe.

This concludes the meeting. You may now disconnect.