CNX Resources (CNX) Proxy filing summary

Executive summary

• Achieved 24 consecutive quarters of positive free cash flow, generating $646 million FCF and $1.0 billion net cash from operations in 2025, with a 37% reduction in shares outstanding since Q3 2020.

• Strategic capital allocation included $528 million in share repurchases and a $518 million acquisition of Apex Energy II, LLC, expanding core assets.

• Ended 2025 with $2.4 billion in long-term debt, maintaining flexibility and a weighted average debt maturity of 4.7 years.

• Continued focus on low carbon intensity premium products, generating $66 million in net sales from remediated mine gas and expecting $20 million from 45Z tax credits in 2026.

• Leadership transition: Alan Shepard became CEO on January 1, 2026, succeeding Nick Deiuliis, who remains on the board.

Voting matters and shareholder proposals

• Shareholders to vote on: election of eight director nominees, ratification of Ernst & Young LLP as independent auditor for 2026, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by November 26, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board expanded to eight members with the addition of CEO Alan Shepard; 75% are independent.

• Board committees (Audit, Compensation, NCG, ESCR) are fully independent.

• Board diversity: 25% of directors self-identify as diverse in gender or race/ethnicity.

• Board skills include leadership, finance, industry expertise, strategy, legal, and risk management.

• Annual election of directors by majority vote; robust communication and resignation policies in place.