CNX Resources Corporation (CNX)
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AGM 2024

May 2, 2024

Operator

Welcome to the CNX Resources Conference. I will now hand it over to Will Thorndike.

Will Thorndike
Chairman of the Board of Directors, CNX Resources Corporation

Good morning, and welcome to the 2024 CNX Resources Corporation Annual Meeting of Shareholders. My name is Will Thorndike, Chairman of the board of directors, and I now call the meeting to order. Representatives of our auditors, Ernst & Young LLP, are present. They have informed me they do not wish to make a statement, but they are available to answer questions during the Q&A portion of the meeting. In connection with this meeting, I wanted to mention a few housekeeping items. We are excited to be hosting our shareholder meeting virtually. This virtual approach provides a convenient way to access our proxy materials and vote, enables greater shareholder participation in the proceedings, and reduces the cost and environmental impact of our annual meeting, consistent with our commitment to sustainable business practices.

In order to provide a fair, informative, and orderly meeting, we have established rules of conduct for the meeting, which can be found in the lower portion of your screen. We will conduct the meeting in accordance with these rules, and your cooperation is greatly appreciated. During the meeting, shareholders have the opportunity to submit questions in writing, where indicated on the website portal. Please submit your questions by typing the question into the Ask a Question field and clicking Submit. Questions violating the rules of conduct will not be answered. We will do our best to respond to appropriate questions received relating to the business of the meeting in the time period, and we'll address any unanswered, appropriate questions on our Investor Relations page under Events and Presentations as soon as practicable after the meeting.

Since our earnings release was recently issued, and we make a number of management presentations regarding CNX over the course of the year, all of which are available to you on our website, we will not hold a management presentation at this meeting. I'm now gonna ask Tim Bedard, our Executive Vice President, General Counsel, and Corporate Secretary, to handle the business portion of today's meeting.

Tim Bedard
Executive Vice President, General Counsel and Corporate Secretary, CNX Resources Corporation

Thank you, Will. This meeting is being held pursuant to the notice of annual meeting of shareholders and Proxy Statement released to shareholders on March twenty-first, 2024, which were provided to shareholders of record as of the close of business on March fifth, 2024. In accordance with Delaware law, a list of shareholders as of March fifth, 2024, the record date, has been made available for the examination by shareholders for any purpose germane to this meeting for a period of at least ten days prior to this meeting. CNX has appointed Mr. Tony Carideo of The Carideo Group to serve as the Inspector of Elections at the meeting. As the Inspector of Elections, Mr. Tony Carideo will determine the presence of a quorum and judge the voting on all matters requiring a shareholder vote at this meeting.

I've been informed by the Inspector of Elections that a majority of the outstanding shares of common stock entitled to vote at this meeting is represented. Therefore, a quorum is present for purpose of transacting the business of this meeting, and I declare that this meeting is legally convened. As described in detail in our proxy statement, there are three matters before this meeting for action by the shareholders. The board recommends that the shareholders vote for each of the director nominees named in Proposal One and for, Proposals Two and Three. To summarize, the proposals are as follows: First, election of the seven director nominees named in the proxy statement. Second, ratification of the anticipated appointment of Ernst & Young LLP as CNX's independent auditor for the fiscal year ending December 31, 2024. Third, advisory approval of CNX's 2023 named executive officer compensation.

The time is now 10:04 A.M. on May 2, 2024, and the polls are open for voting on each of these matters. For purposes of efficiency, since most shareholders have voted prior to the meeting, we will conduct a vote on all of these matters simultaneously. If you haven't voted yet or wish to change your vote, you may do so now by clicking on the voting button on the web portal and following the instructions there. Remember, if you have voted, you should not vote through the web portal unless you specifically desire to revoke your proxy or change your vote. We will now take a minute to allow shareholders voting through the web portal an opportunity to finish doing so.

The time is now 10:05 A.M. on May 2, 2024, and I declare the polls closed for each matter and direct the Inspector of Elections to tabulate the votes. We've been informed by the Inspector of Elections that the preliminary vote report shows the following: Each of the seven director nominees has been elected. The anticipated appointment of Ernst & Young LLP as CNX's independent auditor for the fiscal year ending December 31, 2024, has been approved. CNX's 2023 named executive officer compensation has been approved on an advisory basis. The results are preliminary until we receive a final report from the Inspector of Elections. After we receive this report, CNX will disclose the final results on a Form 8-K filed with the SEC within four business days after this meeting.

There being no further business to come before the meeting, the formal part of the meeting is adjourned. We will now address any appropriate questions. We did receive one question, and our CEO, Nick DeIuliis, will read the question and answer.

Nick DeIuliis
CEO, CNX Resources Corporation

Thanks, Tim. The question is from a shareholder, and it states: The company has in place a director resignation bylaw that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the bylaw undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director status? And this comes from Anthony, who is, again, a shareholder, and it's a great question. So the first thing we would probably wanna emphasize is our board is very owner-focused. That is by design. We consciously constructed the board to be such.

Two, the discretion that the board does have in this type of a scenario that Anthony outlines does not necessarily mean that that would be counter to what the shareholder vote had indicated. So it's discretionary and a potential option. The other point to maybe highlight is that the board may have, you know, again, emphasizing may, in a certain situation, have facts and circumstances or knowledge that would be either more detailed than maybe an owner might, or they would have knowledge of related items or consequences of this type of an election and subsequent decision, and be able, obviously, to apply that knowledge. So this is an added protection from our perspective for good governance, to allow the board to apply potential discretion in this type of a situation when and if appropriate.

And thankfully, at least to my knowledge, we've not had that situation pop up, at least in recent memory. So, again, appreciate the ownership from Anthony and the question, and that would be our perspective on his query. Tim?

Tim Bedard
Executive Vice President, General Counsel and Corporate Secretary, CNX Resources Corporation

Thanks, Nick. That was our only question, so with the Q&A concluded, I will now turn the meeting back over to Will Thorndike to close the meeting.

Will Thorndike
Chairman of the Board of Directors, CNX Resources Corporation

Thanks, Tim. This concludes the annual meeting of shareholders for 2024. We appreciate your partnership and attendance at this meeting. Thank you for your involvement in CNX Resources Corporation.

Operator

The meeting has now concluded. Thank you for joining. You may now disconnect.

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