Hallador Energy Company (HNRG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, with shareholders of record as of April 9, 2025, eligible to vote on key proposals, including director elections, executive compensation, equity plan amendments, and auditor ratification.

• Voting can be conducted online, by phone, mail, or in person, with detailed instructions provided to all shareholders.

• Board recommends voting in favor of all proposals, including the election of six directors, advisory approval of executive compensation, RSU plan amendments, and auditor ratification.

Voting matters and shareholder proposals

• Six directors are nominated for one-year terms; all are current board members with significant industry and company experience.

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Proposal to amend the 2008 RSU Plan to add 2,000,000 shares and extend the plan to 2035.

• Ratification of Grant Thornton LLP as independent auditor for 2025.

• No shareholder proposals were received for this meeting; deadlines for 2026 proposals are specified.

Board of directors and corporate governance

• Board consists of six directors, with a majority deemed independent under SEC and Nasdaq rules.

• Chairman and CEO roles are combined; committee chairs are independent.

• Three standing committees: Audit, Compensation, and Nominating, each with defined responsibilities and independent membership.

• Board and committees met regularly in 2024, with high attendance rates.

• Anti-hedging and anti-pledging policies are in place for directors and officers.