CNX Resources (CNX) Proxy Filing summary

Executive summary

• Achieved 20 consecutive quarters of positive free cash flow, generating $816 million in net cash from operations and $331 million in FCF in 2024, despite low natural gas prices.

• Reduced outstanding shares by 36% since 2020, returning $1.4 billion to shareholders via repurchases and allocating $686 million to debt reduction since 2020.

• Completed a $505 million acquisition of Apex Energy II, expanding core assets and infrastructure in Appalachia.

• Maintained a strong balance sheet with $2.2 billion in long-term debt and $2.1 billion in net debt at year-end 2024.

• Continued focus on disciplined capital allocation, cost reduction, and leveraging integrated upstream/midstream operations for long-term per share value.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of seven director nominees, (2) ratification of Ernst & Young LLP as independent auditor for 2025, and (3) advisory approval of named executive officer compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; all committees are composed entirely of independent directors.

• Board diversity: 29% of directors self-identify as diverse in gender or race/ethnicity.

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

• Board leadership transitioned from Will Thorndike to Ian McGuire as Chairman in 2025.

• Strong governance practices include regular risk management reviews, succession planning, and shareholder engagement.