Alpha Metallurgical Resources, Inc. (AMR)
NYSE: AMR · Real-Time Price · USD
188.03
+0.64 (0.34%)
May 12, 2026, 4:00 PM EDT - Market closed
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AGM 2021

Apr 29, 2021

David Stetson
Chair and CEO, Alpha Metallurgical Resources

Officer and Chair of the Board of Directors. Today's meeting is being conducted via live webcast. We had hoped to hold the meeting both in person and virtually, but given the ongoing issues around COVID-19, we determined to make it a virtual only. Also here today with me are the following Board of Directors: Ken Curtis, Albert Ferrara, Elizabeth Fesik, Michael Quillen, Daniel Smith, and Scott Vogel. I'd like to also introduce the other officers of Alpha Metallurgical Resources: Andy Eidson, our President and Chief Financial Officer; Jason Whitehead, the Executive VP and Chief Operating Officer; Roger Nicholson, our Chief Administrative Officer, Executive VP , General Counsel, and Secretary; and Dan Horn, Executive VP of Sales. The biographies of our Directors and Officers appear in the proxy statement that was sent to you in advance of this meeting.

Also joining us today is Phyllis Disso of RSM, the company's independent auditor. She will be available to respond to questions at the conclusion of the meeting. With that, I now call our annual stockholder meeting to order. Mr. Nicholson will serve as the Secretary of the meeting. I'll turn the meeting over for him now to confirm that we have complied with notice and quorum requirements and to conduct the business of the meeting. Roger?

Roger Nicholson
CAO, EVP for General Counsel, and Secretary, Alpha Metallurgical Resources

Thank you, David, and good morning. Before we proceed, please direct your attention to the agenda for the meeting, which should be visible on your screen. Please also note the rules of the meeting, which are available on the meeting web portal. On or about March 29, 2021, notice of this meeting was sent to all stockholders as of the record date, which was March 3, 2021. The record date was set by Alpha's board and determines which stockholders can vote at this meeting. As required by law, a list of Alpha stockholders as of the record date is available for inspection during the meeting. In addition, the company has kept a duplicate stockholder list on file and available for inspection for the past 10 days. Now let me introduce Victor Lattessa of C.D. Hageberg & Associates, who is serving as the Independent Inspector of Election for this meeting.

He has taken the required oath of office. The Inspector of Election has indicated that of the 18,389,139 shares of the company's common stock outstanding and entitled to vote as of the record date, 80% of these shares are present or represented by proxy at today's meeting. Since that total represents at least a majority of the company's common stock outstanding as of the record date, a quorum is present and the business of the meeting may proceed. I would now like to briefly describe our procedure for voting. If you voted via the internet or by phone or mailed a completed proxy card, you do not need to do anything further. Your vote will be recorded according to your previously provided instructions. Also, note that voting during the meeting will revoke any previous proxy you may have provided.

We have five items of business to be voted upon today: 1. The election of Directors. 2. The amendment of our Certificate of Incorporation. 3. Increasing the number of shares of our common stock reserved for long-term incentive awards. 4. Ratification of the audit committee's selection of our independent auditor. 5. An advisory approval of the company's executive compensation. The proposals are described in detail in the proxy statement provided to you, but I will describe each one briefly. The first item of business is the election of Directors. The board nominated and recommended that you vote for seven persons for election at this meeting to serve one-year terms expiring at the 2022 annual meeting of stockholders or until their successors are duly elected and qualified or their earlier death, resignation, or removal. The nominees are Kenneth S. Curtis, Albert E. Ferrara Jr., Elizabeth A. Fesik, Michael J.

Quillen, Daniel D. Smith, David J. Stetson, and Scott D. Vogel. The second item is a proposal to amend our Certificate of Incorporation to replace stockholder supermajority approval requirements with simple majority approval requirements. The third item is a proposal to increase the number of shares of our common stock reserved for awards under our 2018 long-term incentive plan by 500,000 shares. The fourth item is a proposal to ratify the audit committee's appointment of RSM as Alpha's independent registered public accounting firm for the fiscal year ending December 31, 2021. The fifth item is an advisory vote regarding the compensation paid to the company's named executive officers as described in the proxy statement. Your Board of Directors recommends that you vote for each of these proposals. With that, the polls are now open.

If you wish to register your vote through our virtual meeting system, please do so at this time. If you previously voted via the internet or by phone or mailed a completed proxy card, you do not need to do anything further. Your vote will be recorded according to your previously provided instructions. We will now pause briefly to allow any additional votes to be recorded. It is now 10:06 A.M., and the polls are now closed. We will pause for a few moments so our inspector may confirm the vote totals. Ladies and gentlemen, our Inspector of Election has verified the vote totals. I will now ask Mr. Lattessa to recite the preliminary results.

Victor Lattessa
Inspector of Election, CT Hagberg & Associates

Thank you, Roger. For Proposal one, concerning the election of Directors, each of the seven nominees has been elected. Proposal two, concerning amendment of the Certificate of Incorporation to replace stockholder supermajority approval requirements with simple majority approval requirements, has not been approved by the affirmative vote of more than 66.25% of the shares of common stock outstanding. Proposal three, concerning an increase in the number of shares of common stock reserved for awards under the 2018 long-term incentive plan by 500,000 shares, has been approved by the affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote at this meeting.

Proposal 4, regarding the ratification of the appointment of RSM as Alpha 's independent registered public accounting firm for the fiscal year ending December 31, 2021, received the affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote at this meeting. Proposal five, an advisory vote on the compensation of Alpha 's named executive officers, received the affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote at this meeting.

Roger Nicholson
CAO, EVP for General Counsel, and Secretary, Alpha Metallurgical Resources

Thank you, Victor. The final report of the Inspector of Election will be filed within minutes of this meeting. For complete details of the voting results, please see the current report on Form 8-K that the company will file with the Securities and Exchange Commission within four days following this meeting. I will now turn the meeting back over to David Stetson.

David Stetson
Chair and CEO, Alpha Metallurgical Resources

Thank you, Roger. We've now heard the results of the voting. This completes the official business of the meeting, and I now declare the meeting adjourned. We have time for a few questions, and I and the rest of the executive team are here to respond to them. As I mentioned earlier, representatives from RSM, the company's independent auditor, are also available to respond to questions. If you have a question, you can submit it through the Ask a Question box located on the bottom left of the meeting web portal. We will pause for a few minutes to allow you to submit your questions. If there are no questions, it looks like we don't have any questions today, so at this point in time, everyone have a wonderful and good day. Thank you so much.

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