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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-03-07 · 50 added, 58 removed, 153 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

In accordance with Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision of our CEO and our CFO, the effectiveness of disclosure controls and procedures as of December 31, 2022.

2 unchanged sentences

Management is responsible for maintaining and establishing adequate internal control over financial reporting.

An evaluation of the effectiveness of the design and operation of our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as of the end of the period covered by this report was performed under the supervision and with the participation of management, including our CEO and CFO under the oversight of the audit committee of the board of directors.

This evaluation is performed to determine if our internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

14 unchanged sentences

The Company has a written Code of Business Ethics that applies to the Company’s Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and others.

The Code of Business Ethics is available on the Company’s website at www.alphametresources.com.

The Code of Business Ethics is available on the Company’s website at investors.alphametresources.com/investors/corporate-governance/governance-documents.

Any amendments to, or waivers from, a provision of our Code of Business Ethics that applies to our Principal Executive Officer, Principal Financial and Accounting Officer or persons performing similar functions and that relates to any element of the code of ethics enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting on our website.

1 unchanged sentence

Executive Compensation

The sections of our Proxy Statement entitled “About our Board of Directors - Director Compensation - 2021 Director Compensation,” “Executive Compensation - Compensation Discussion and Analysis,” “Board Committee Reports - Compensation Committee Report,” “Executive Compensation - Compensation Discussion and Analysis - Risk Assessment of Compensation Programs,” “Executive Compensation - 2021 Summary Compensation Table,” “Executive Compensation - 2021 Grants of Plan-Based Awards,” “Executive Compensation - Outstanding Equity Awards at 2021 Fiscal Year End,” “Executive Compensation - Option Exercises and Stock Vested in 2021,” “Executive Compensation - Nonqualified Deferred Compensation,” “Executive Compensation - Potential Payments on Termination or Change in Control,” and “Pay Ratio” are incorporated herein by reference.

The sections of our Proxy Statement entitled “About our Board of Directors - Director Compensation - 2022 Director Compensation,” “Executive Compensation - Compensation Discussion and Analysis,” “Board Committee Reports - Compensation Committee Report,” “Executive Compensation - Compensation Discussion and Analysis - Risk Assessment of Compensation Programs,” “Executive Compensation - 2022 Summary Compensation Table,” “Executive Compensation - 2022 Grants of Plan-Based Awards,” “Executive Compensation - Outstanding Equity Awards at 2022 Fiscal Year End,” “Executive Compensation - Option Exercises and Stock Vested in 2022,” “Executive Compensation - Nonqualified Deferred Compensation,” “Executive Compensation - Potential Payments on Termination or Change in Control,” “Pay Ratio,” and “Executive Compensation - Pay Versus Performance” are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The section of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The sections of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation – Potential Payments on Termination and Change in Control - Equity Compensation Plan Information” are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

31 unchanged sentences

ALPHA METALLURGICAL RESOURCES, INC.

March 7, 2022 By:

/s/ Charles Andrew Eidson

Charles Andrew Eidson

President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles Andrew Eidson, and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

February 23, 2023 By:

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J.

Todd Munsey his true and lawful attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Date Title

Stetson March 7, 2022 Chief Executive Officer (Principal Executive Officer)

/s/ Charles Andrew Eidson March 7, 2022 President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/ Charles Andrew Eidson February 23, 2023 Chief Executive Officer (Principal Executive Officer)

Charles Andrew Eidson

/s/ Michael J.

Quillen March 7, 2022 Director

Todd Munsey February 23, 2023 Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Stetson February 23, 2023 Executive Chairman

/s/ Joanna Baker de Neufville February 23, 2023 Director

Joanna Baker de Neufville

/s/ Kenneth S.

Courtis March 7, 2022 Director

Courtis February 23, 2023 Director

/s/ Albert E.

March 7, 2022 Director

February 23, 2023 Director

/s/ Elizabeth A.

Fessenden March 7, 2022 Director

Fessenden February 23, 2023 Director

/s/ Michael Gorzynski February 23, 2023 Director

Michael Gorzynski

/s/ Michael J.

Quillen February 23, 2023 Lead Independent Director

/s/ Daniel D.

Smith March 7, 2022 Director

Vogel March 7, 2022 Director

Smith February 23, 2023 Director

Vogel February 23, 2023 Director

Exhibit Index

2 unchanged sentences

filed on November 5, 2021)

3.2 Third Amended and Restated Bylaws of Alpha Metallurgical Resources, Inc., as amended through November 4, 2021

4.1* Specimen Certificate for shares of Common Stock (Incorporated by reference to Exhibit 4.1 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on March 15, 2021)

3.2* Fourth Amended and Restated Bylaws of Alpha Metallurgical Resources, Inc.

(Incorporated by reference to Exhibit 3.1 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on December 2, 2022)

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

32 unchanged sentences

333-226953) filed on August 21, 2018)

10.9*† Contura Energy, Inc.

10.9*† Alpha Metallurgical Resources, Inc.

Annual Incentive Bonus Program.

(Incorporated by reference to Exhibit 10.42 to the Registration Statement on Form S-4/A of Contura Energy, Inc.

333-226953) filed on August 21, 2018)

10.10* Form of Voting and Support Agreement.

(Incorporated by reference to Exhibit 10.46 to the Registration Statement on Form S-4/A of Contura Energy, Inc.

333-226953) filed on October 5, 2018)

10.11*† Form of Indemnification Agreement.

(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.

001-38735) filed on May 9, 2022)

10.10*† Form of Indemnification Agreement by and between Contura Energy, Inc.

and each of its current and future directors and officers.

(Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Contura Energy, Inc.

filed on November 13, 2018)

10.12*† Contura Energy, Inc.

Amended and Restated Non-Employee Director Compensation Policy, dated November 17, 2020 (Incorporated by reference to Exhibit 10.43 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on March 15, 2021)

10.11*† Alpha Metallurgical Resources, Inc.

Amended and Restated Non-Employee Director Compensation Policy, as amended (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.

001-38735) filed on May 9, 2022)

10.12*† Contura Energy, Inc.

6 unchanged sentences

filed on June 18, 2019)

10.16*† Employment Agreement, dated as of July 29, 2019, by and between Contura Energy, Inc.

Stetson (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Contura Energy, Inc.

filed on July 29, 2019)

10.15*† Form of Incentive Award Agreement (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Contura Energy, Inc.

7 unchanged sentences

filed on November 9, 2020)

10.21*† Amended and Restated Employment Agreement, dated as of January 26, 2021, by and between Contura Energy, Inc.

Stetson (Incorporated by reference to Exhibit 10.1 on Form 8-K of Contura Energy, Inc.

filed on January 29, 2021)

10.19* Amendment, dated as of May 27, 2020, to the Credit Agreement, dated as of June 14, 2019, by and among Contura Energy, Inc., as the Borrower, Cantor Fitzgerald Securities, as Administrative Agent and certain lenders party thereto.

6 unchanged sentences

333-257563) filed on June 30, 2021)

10.25* † Amendment, effective June 30, 2021, by and between Alpha Metallurgical Resources, Inc.

Stetson, to the Amended and Restated Employment Agreement, dated as of January 26, 2021, between Contura Energy, Inc.

(now known as Alpha Metallurgical Resources, Inc.) and David J.

Stetson (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on July 7, 2021)

10.26* Second Amended and Restated Asset-Based Revolving Credit Agreement, dated as of December 6, 2021, by and among Alpha Metallurgical Resources, Inc.

and certain of its Subsidiaries, as borrowers, the Guarantors party thereto, Citibank, N.A.

and BMO Capital Markets Corp., as joint lead arrangers and joint bookrunners, BMO Harris Bank, N.A.

and Eclipse Business Capital LLC, as co-collateral agents, the other Lenders from time to time party thereto, and Citibank, N.A., as administrative agent, collateral agent, swingline lender and L/C issuer.

(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on December 10, 2021)

10.27* Second Amended and Restated Pledge and Security Agreement, dated as of December 6, 2021, by and among Alpha Metallurgical Resources, Inc., the subsidiaries of Alpha Metallurgical Resources, Inc.

that are grantors thereunder and Citibank, N.A., as collateral agent.

(Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on December 10, 2021)

10.22* † Employment Agreement, dated November 18, 2022, by and between Alpha Metallurgical Resources, Inc.

Andrew Eidson (Incorporated by reference to Exhibit 10.1 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on November 21, 2022)

10.23* † Transition Agreement, dated November 18, 2022, by and between Alpha Metallurgical Resources, Inc.

Stetson (Incorporated by reference to Exhibit 10.2 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on November 21, 2022)

10.24 † Form of Restricted Stock Unit Award Agreement

10.25 † Form of Performance Stock Unit Award Agreement

21.1 List of Subsidiaries of Alpha Metallurgical Resources, Inc.

1 unchanged sentence

23.2 Consent of Marshall Miller & Associates, Inc.

dated March 7, 2022

dated February 23, 2023

31 Certifications Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002

7 unchanged sentences

96.3 Technical Report Summary - Alpha Metallurgical Resources, Inc.

Statement of Coal Resources and Reserves for the Mid-West Virginia Surface Business Unit in Accordance with United States SEC Standards as of December 31, 2021, Central Appalachian Coal Basin, West Virginia, USA, February 2022

Statement of Coal Resources and Reserves for the Kingston Mining Complex in Accordance with United States SEC Standards as of December 31, 2022, Central Appalachian Coal Basin, West Virginia, USA, February 2023

96.4 Technical Report Summary - Alpha Metallurgical Resources, Inc.

Statement of Coal Resources and Reserves for the Mid-West Virginia Underground Complex in Accordance with United States SEC Standards as of December 31, 2021, Central Appalachian Coal Basin, West Virginia, USA, February 2022

Statement of Coal Resources and Reserves for the Marf ork Mining Complex in Accordance with United States SEC Standards as of December 31, 2022, Central Appalachian Coal Basin, West Virginia, USA, February 2023

96.5 Technical Report Summary - Alpha Metallurgical Resources, Inc.

Statement of Coal Resources and Reserves for the Virginia Complex in Accordance with United States SEC Standards as of December 31, 2022, Central Appalachian Coal Basin, Virginia, USA, February 2023

96.6 Technical Report Summary - Alpha Metallurgical Resources, Inc.

Statement of Coal Resources and Reserves for the Elk Run Complex in Accordance with United States SEC Standards as of December 31, 2022, Central Appalachian Coal Basin, West Virginia, USA, February 2023

96.7 Technical Report Summary - Alpha Metallurgical Resources, Inc.

Statement of Coal Resources and Reserves for the Power Mountain Underground Complex in Accordance with United States SEC Standards as of December 31, 2022, Central Appalachian Coal Basin, West Virginia, USA, February 2023

101 The following financial information from Alpha Metallurgical Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures