18 unchanged sentences
Other Information
+Added: During the quarter ended December 31, 2023, no director or officer adopted or terminated :
+Added: (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);
+Added: or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
6 unchanged sentences
Information on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K.
+Added: The Company has adopted an insider securities trading policy that prohibits directors, officers, employees, temporary employees, independent consultants and contractors of the Company from engaging in hedging transactions involving Company securities such as short selling, buying or selling publicly traded options (including puts and calls), zero-cost collar and forward sales contracts.
+Added: The policy also prohibits the holding by these persons of Alpha securities in a margin account or pledging Alpha securities as collateral for a loan.
Executive Compensation
−Removed: 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.
+Added: Information required by this item is incorporated herein by reference to the sections of our proxy statement for the 2024 annual meeting of stockholders entitled “About our Board of Directors - Director Compensation,” “Board Committee Reports - Compensation Committee Report” and “Executive Compensation.” These sections include, but are not limited to, “About our Board of Directors - Director Compensation - 2023 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 - 2023 Summary Compensation Table,” “Executive Compensation – 2023 Grants of Plan-Based Awards,” “Executive Compensation - Outstanding Equity Awards at 2023 Fiscal Year End,” “Executive Compensation - Option Exercises and Stock Vested in 2023,” “Executive Compensation - Nonqualified Deferred Compensation,” “Executive Compensation - Potential Payments on Termination or Change in Control,” “Pay Ratio,” and “Executive Compensation - Pay Versus Performance.”.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 unchanged sentences
The sections of our Proxy Statement entitled “About our Board of Directors - Independent and Non-Management Directors” and “Other Information - Review and Approval of Transactions With Related Persons” are incorporated herein by reference.
−Removed: Principal Accounting Fees and Services
+Added: Principal Accountant Fees and Services
The sections of our Proxy Statement entitled “Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm - Independent Registered Public Accounting Firm and Fees” and “Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm - Policy for Approval of Audit and Permitted Non-Audit Services” are incorporated herein by reference.
8 unchanged sentences
Information on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K.
−Removed: Exhibits, Financial Statement Schedules
+Added: Exhibit and Financial Statement Schedules
Pursuant to the rules and regulations of the Securities and Exchange Commission, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K.
6 unchanged sentences
• Consolidated Statements of Operations, Years ended December 31, 2023, 2022, and 2021
−Removed: • Consolidated Statements of Comprehensive Income (Loss), Years ended December 31, 2022, 2021, and 2020
+Added: • Consolidated Statements of Comprehensive Income, Years ended December 31, 2023, 2022, and 2021
• Consolidated Balance Sheets, December 31, 2023 and 2022
6 unchanged sentences
See the Exhibit Index following the signature page to this Annual Report on Form 10-K.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: February 23, 2023 By:
−Removed: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J.
−Removed: 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.
−Removed: 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.
−Removed: Signature Date Title
−Removed: /s/ Charles Andrew Eidson February 23, 2023 Chief Executive Officer (Principal Executive Officer)
−Removed: Charles Andrew Eidson
−Removed: Todd Munsey February 23, 2023 Chief Financial Officer
−Removed: (Principal Financial Officer and Principal Accounting Officer)
−Removed: Stetson February 23, 2023 Executive Chairman
−Removed: /s/ Joanna Baker de Neufville February 23, 2023 Director
−Removed: Joanna Baker de Neufville
−Removed: /s/ Kenneth S.
−Removed: Courtis February 23, 2023 Director
−Removed: /s/ Albert E.
−Removed: February 23, 2023 Director
−Removed: /s/ Elizabeth A.
−Removed: Fessenden February 23, 2023 Director
−Removed: /s/ Michael Gorzynski February 23, 2023 Director
−Removed: Michael Gorzynski
−Removed: /s/ Michael J.
−Removed: Quillen February 23, 2023 Lead Independent Director
−Removed: /s/ Daniel D.
−Removed: Smith February 23, 2023 Director
−Removed: Vogel February 23, 2023 Director
Exhibit Index
6 unchanged sentences
4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
−Removed: 10.1* Form of Indemnification Agreement by and between Contura Energy, Inc.
−Removed: and each of its current and future directors and officers.
−Removed: (Incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
−Removed: 10.2* Warrant Agreement, dated July 26, 2016, between Contura Energy, Inc., Computershare, Inc.
−Removed: and Computershare Trust Company, N.A.
−Removed: (including Form of Warrant Certificate).
−Removed: (Incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
10.1*† Contura Energy, Inc.
6 unchanged sentences
333-226953) filed on August 21, 2018)
−Removed: 10.5*† Form of Contura Energy, Inc.
−Removed: Option Agreement.
−Removed: (Incorporated by reference to Exhibit 10.38 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
−Removed: 10.6*† Form of Contura Energy, Inc.
−Removed: Restricted Share Agreement.
−Removed: (Incorporated by reference to Exhibit 10.39 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
−Removed: 10.7*† Form of Contura Energy, Inc.
−Removed: Emergence Award Agreement.
−Removed: (Incorporated by reference to Exhibit 10.40 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
10.3*† Contura Energy, Inc.
11 unchanged sentences
10.6† Alpha Metallurgical Resources, Inc.
−Removed: 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.
−Removed: 001-38735) filed on May 9, 2022)
+Added: Amended and Restated Non-Employee Director Compensation Policy, as amended
10.7*† Contura Energy, Inc.
1 unchanged sentence
filed on November 13, 2018)
−Removed: 10.13*† Contura Energy, Inc.
−Removed: Form of Restricted Stock Unit Award Agreement (For Employees) (Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Contura Energy, Inc.
−Removed: filed on November 13, 2018)
10.8* 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 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Contura Energy, Inc.
filed on June 18, 2019)
−Removed: 10.15*† Form of Incentive Award Agreement (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Contura Energy, Inc.
−Removed: filed on May 11, 2020)
−Removed: 10.16*† Form of Performance Share Unit Award Agreement (Incorporated by reference to Exhibit 10.2 on Form 10-Q of Contura Energy, Inc.
−Removed: filed on May 11, 2020)
−Removed: 10.17*† Form of Management Incentive Plan Restricted Unit Award Agreement (Incorporated by reference to Exhibit 10.3 on Form 10-Q of Contura Energy, Inc.
−Removed: filed on May 11, 2020)
10.9*† Plan Document and Summary Plan Description of the Amended and Restated Contura Energy, Inc.
1 unchanged sentence
filed on November 9, 2020)
−Removed: 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.
−Removed: (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.
−Removed: filed on May 29, 2020)
−Removed: 10.20 *† Executive Officer Incentive Compensation Recoupment (Clawback) Policy (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.
−Removed: filed on May 4, 2021)
10.10*† Form of 2018 Long-Term Incentive Plan, as restated to give effect to Amendment No.1.
7 unchanged sentences
filed on November 21, 2022)
+Added: 10.13*† Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.24 of Form 10-K of Alpha Metallurgical Resources, Inc.
+Added: filed on February 23, 2023)
+Added: 10.14*† Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.25 of Form 10-K of Alpha Metallurgical Resources, Inc.
+Added: filed on February 23, 2023)
+Added: 10.15* Credit Agreement, dated as of October 27, 2023, by and among Alpha Metallurgical Resources, Inc.
+Added: and certain of its Subsidiaries, as borrowers, the Guarantors party thereto, Regions Capital Markets, a division of Regions Bank, as Book Runner and Lead Arranger, ServisFirst Bank and Texas Capital Bank, as Joint Book Runners and Joint Lead Arrangers, the other Lenders from time to time party thereto, and Regions Bank, as administrative agent, collateral agent, swingline lender and LC issuer (Incorporated by reference to Exhibit 10.1 of Form 10-Q of Alpha Metallurgical Resources, Inc.
+Added: filed on November 2, 2023)
10.16† Form of Restricted Stock Unit Award Agreement
10.17† Form of Performance Stock Unit Award Agreement
+Added: 19 Alpha Metallurgical Resources, Inc Insider Trading and Information Disclosure Policy
21.1 List of Subsidiaries of Alpha Metallurgical Resources, Inc.
13 unchanged sentences
96.4 Technical Report Summary - Alpha Metallurgical Resources, Inc.
−Removed: 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
+Added: Statement of Coal Resources and Reserves for the Marfork Mining Complex in Accordance with United States SEC Standards as of December 31, 2023, Central Appalachian Coal Basin, West Virginia, USA, February 2024
96.5 Technical Report Summary - Alpha Metallurgical Resources, Inc.
1 unchanged sentence
96.6 Technical Report Summary - Alpha Metallurgical Resources, Inc.
−Removed: 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
+Added: Statement of Coal Resources and Reserves for the Elk Run Underground Complex in Accordance with United States SEC Standards as of December 31, 2023, Central Appalachian Coal Basin, West Virginia, USA, February 2024
96.7 Technical Report Summary - Alpha Metallurgical Resources, Inc.
−Removed: 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
+Added: Statement of Coal Resources for the Power Mountain Underground Complex in Accordance with United States SEC Standards as of December 31, 2023, Central Appalachian Coal Basin, West Virginia, USA, February 2024
+Added: 97† Alpha Metallurgical Resources, Inc.
+Added: Amended And Restated Executive Officer Incentive Compensation Recoupment (Clawback) Policy
101 The following financial information from Alpha Metallurgical Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes:
−Removed: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.
+Added: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
2 unchanged sentences
† Management contract, compensatory plan or arrangement.
+Added: Form 10-K Summary
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: February 26, 2024 By:
+Added: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J.
+Added: 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.
+Added: 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.
+Added: Signature Date Title
+Added: /s/ Charles Andrew Eidson February 26, 2024 Chief Executive Officer (Principal Executive Officer)
+Added: Charles Andrew Eidson
+Added: Todd Munsey February 26, 2024 Chief Financial Officer
+Added: (Principal Financial Officer and Principal Accounting Officer)
+Added: Stetson February 26, 2024 Chairman
+Added: /s/ Joanna Baker de Neufville February 26, 2024 Director
+Added: Joanna Baker de Neufville
+Added: /s/ Kenneth S.
+Added: Courtis February 26, 2024 Director
+Added: /s/ Albert E.
+Added: February 26, 2024 Director
+Added: /s/ Elizabeth A.
+Added: Fessenden February 26, 2024 Director
+Added: /s/ Michael Gorzynski February 26, 2024 Director
+Added: Michael Gorzynski
+Added: /s/ Michael J.
+Added: Quillen February 26, 2024 Lead Independent Director
+Added: /s/ Daniel D.
+Added: Smith February 26, 2024 Director
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.