What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-08 compared with 2023-02-09 · 58 added, 65 removed, 295 unchanged (29% of the section changed)

23 unchanged sentences

In our opinion, CNX Resources Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of CNX Resources Corporation and Subsidiaries as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule listed in the Index at Item 15 (a) (2) of the Company and our report dated February 9, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023 and the related notes and financial statement schedule listed in the Index at Item 15 (a) (2) of the Company and our report dated February 8, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

Information Required to be Disclosed on Form 8-K for the Fiscal Quarter Ended December 31, 2023, But Not Reported.

Trading Arrangements

None of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended December 31, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

9 unchanged sentences

Navneet Behl 51 Chief Operating Officer

Olayemi Akinkugbe 48 Chief Excellence Officer

Reyes 51 Executive Vice President, General Counsel and Corporate Secretary

Bedard 55 Executive Vice President, General Counsel and Corporate Secretary

Ravi Srivastava 42 President, New Technologies

Hayley Scott 51 Chief Risk Officer

DeIuliis has served as a Director and the Chief Executive Officer of CNX Resources Corporation since May 7, 2014.

He was appointed President of the Company on February 23, 2011.

Including the period prior to the separation of CONSOL Energy Inc.

into two separate companies, Mr.

DeIuliis has more than 30 years of experience with the Company and in that time has held the positions of President and Chief Executive Officer, Chief Operating Officer, Senior Vice President - Strategic Planning, and earlier in his career various engineering positions.

He was a Director, President and Chief Executive Officer of CNX Gas Corporation from its creation in 2005 through 2009.

DeIuliis has served as a Director and the Chief Executive Officer and President of CNX Resources Corporation since May 2014.

DeIuliis has more than 30 years of experience with the Corporation.

He is a member of the Board of Directors of the University of Pittsburgh Cancer Institute.

DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar.

7 unchanged sentences

Shepard held various finance and accounting roles of increasing responsibility throughout his 20 year career in the energy sector.

He is a licensed Certified Public Accountant in the state of Pennsylvania and holds a bachelor’s degree in Accounting and Business Administration from Thiel College and an M.B.A from Carnegie Mellon University’s Tepper School of Business.

He is a licensed Certified Public Accountant in the state of Pennsylvania and holds a bachelor’s degree in Accounting and Business Administration from Thiel College and an MBA from Carnegie Mellon University’s Tepper School of Business.

Navneet Behl has served as the Chief Operating Officer of CNX Resources Corporation since November 17, 2022.

1 unchanged sentence

Prior to his appointment to his current position, Mr.

Behl held the role of Vice President of Engineering at CNX.

Behl held the role of Vice President of Engineering at

Before joining the company, since 2019 he served as the CEO and co-founder of OilRox Resources.

2 unchanged sentences

Throughout his career, he has a proven track record of building effective teams and successfully developing new Shale plays.

Behl holds a Bachelor of Technology in Petroleum

Engineering from the Indian School of Mines, a Master of Science in Engineering from the University of Texas at Austin, and his Executive MBA from the MIT Sloan School of Management.

Olayemi Akinkugbe has served as the Chief Excellence Officer of CNX Resources Corporation since July 30, 2019.

Prior to assuming this role, Mr.

Akinkugbe served as Director Virginia Operations at CNX, a role he assumed in July 2018.

Akinkugbe served as Director, Business Development from September 2017 through July 2018, General Manager - Planning and Petroleum Reserves from February 2014 through September 2017, and served in various other positions, including with the Engineering Department, throughout his tenure at CNX, which started in 2003.

Akinkugbe holds an undergraduate degree in mineral engineering, a master’s degree in engineering with a specialty in rock mechanics from West Virginia University, and an M.B.A.

from Carnegie Mellon University’s Tepper School of Business.

Reye s has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX Resources Corporation since December 21, 2020.

Reyes has a breadth of corporate legal and business expertise in the energy industry.

He first joined CNX in 2006, and spent 14 years with the company, with responsibilities ranging from legal management of major transactions to leading the Company’s Land department.

Before rejoining CNX to become General Counsel, for much of 2020 Alex served as Chair of the Corporate Practice Group of Pittsburgh-based Leech Tishman Fuscaldo & Lampl, LLC.

He began his career at Buchanan Ingersoll PC where his practice focused on mergers and acquisitions, joint ventures, securities, financings, and corporate governance.

He is a graduate of the Duquesne University School of Law where he served as an editor of The Duquesne Law Review.

Reyes holds a Bachelor’s of Business Administration degree in finance from The George Washington University.

Behl holds a Bachelor of Technology in Petroleum Engineering from the Indian School of Mines, a Master of Science in Engineering from the University of Texas at Austin, and his Executive MBA from the MIT Sloan School of Management.

Bedard has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX Resources Corporation since December 22, 2023.

Before joining CNX, Mr.

Bedard served as the head of legal for Visa's Value Added Services where he led a team of lawyers and legal professionals responsible for all legal and regulatory issues related to Visa's Value Added Services business unit.

Prior to his Value Added Services role, he served as Visa's chief intellectual property (IP) counsel where he led a worldwide team of lawyers and IP professionals responsible for IP licensing, patent litigation, technology transactions, M&A-related IP issues, and patent preparation and prosecution.

Bedard began his legal career as an IP litigator at Kirkpatrick & Lockhart, now K&L Gates LLP.

He went on to spend a decade leading IP strategy across Johnson & Johnson's medical device operating companies.

Bedard holds a Bachelor of Science degree in Industrial Engineering from the University of Pittsburgh, a Juris Doctor from the Duquesne University School of Law, and an MBA from Yale University.

Prior to law school, he served as an officer in the U.S.

Ravi Srivastava has served as the President, New Technologies of CNX Resources Corporation since December 8, 2021.

3 unchanged sentences

He has an extensive tenure with CNX having served in a broad range of leadership roles including Engineering, Research & Development, Drilling and Production Operations, Production Engineering, Information Technology, and Data Science and Analytics.

Srivastava graduated Summa Cum Laude with a bachelor’s degree in electrical engineering from Bluefield State College and holds master’s degrees in engineering management and business administration from Penn State and MIT respectively.

Scott has served as the Chief Risk Officer of CNX Resources Corporation since January 26, 2022.

46 unchanged sentences

001-14901) filed on December 4, 2017.

Agreement and Plan of Merger, dated as of July 26, 2020, by and among the Company, CNX Midstream Partners LP, CNX Midstream GP LLC and CNX Resources Holdings LLC, incorporated by reference to Exhibit 2.1 to Form 8-K (file no.

001-14901) filed on July 27, 2020.

Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K (file no.

2 unchanged sentences

001-14901) filed on December 4, 2017.

Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K (file no.

001-14901) filed on April 10, 2019.

Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to Form 10-Q (file no.

001-14901) filed on July 27, 2023.

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.1 to Form 10-K (file no.

2 unchanged sentences

001-14901) filed on March 14, 2019.

Registration Rights Agreement, dated as of April 16, 2014, by and among the Company, the guarantors signatory thereto and J.P.

Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers, incorporated by reference to Exhibit 4.2 to Form 8-K (file no.

001-14901) filed on April 16, 2014.

Registration Rights Agreement, dated as of August 12, 2014, by and among the Company, the guarantors signatory thereto and Goldman, Sachs & Co., as the initial purchasers, incorporated by reference to Exhibit 4.2 to Form 8-K (file no.

001-14901) filed on August 12, 2014.

Indenture, dated as of May 1, 2020, by and among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., as trustee., incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

8 unchanged sentences

001-14901) filed on October 7, 2021.

Transition Services Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on December 4, 2017.

Amendment No.

1, dated May 5, 2022, to the Third Amended and Restated Credit Agreement, dated as of October 6, 2021, among CNX, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-14901) filed on July 28, 2022.

Amendment No.

2, dated May 10, 2023, to the Third Amended and Restated Credit Agreement, dated as of October 6, 2021, among CNX, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit 10.2 to Form 10-Q (file no.

001-14901) filed on July 27, 2023.

CNX Resources Corporation to CONSOL Energy Inc.

4 unchanged sentences

001-14901) filed on December 4, 2017.

Exchange Agreement, dated as of January 29, 2020, by and among CNX Midstream Partners LP, CNX Midstream GP LLC, and CNX Gas Company LLC, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on January 30, 2020.

Form of Confirmation of Base Capped Call Transaction, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

2 unchanged sentences

001-14901) filed on May 4, 2020.

Support Agreement, dated as of July 26, 2020, by and among CNX Midstream Partners LP, CNX Gas Company LLC and CNX Gas Holdings, Inc.

incorporated by reference to Exhibit 10.1 to Form 8-K (file number 001-14901) filed on July 27, 2020.

Purchase Agreement, dated as of April 28, 2020, by and among the Company, the subsidiary guarantors party thereto and J.P.

10 unchanged sentences

001-14901) filed on October 7, 2021.

Purchase and Sale Agreement, dated as of February 7, 2018, by and among CNX Midstream Partners LP, CNX Midstream DevCo I LP, CNX Midstream DevCo III LP, CNX Gathering LLC, and, for certain purposes, CNX Midstream DevCo I GP LLC, CNX Midstream DevCo III GP LLC and CNX Midstream Operating Company LLC, incorporated by reference to Exhibit 10.75 to Form 10-K (file no.

001-14901) for the year ended December 31, 2017, filed on February 7, 2018.

Purchase Agreement, dated as of September 12, 2022, by and among the Company, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

001-14901) filed on September 13, 2022.

Amendment No.

001-14901) filed on July 28, 2022.

Amendment No.

1, dated May 5, 2022, to the Amended and Restated Credit Agreement dated as of October 6, 2021, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit 10.2 to Form 10-Q (file no.

001-14901) filed on July 28, 2022.

001-14901) filed on September 13, 2022.

Letter Agreement, dated August 24, 2007, by and between the Company and Nicholas J.

8 unchanged sentences

001-14901) for the quarter ended June 30, 2022, filed on July 28, 2022.

Change in Control Severance Agreement, dated as of January 30, 2023, by and between the Company and Navneet Behl, filed herewith.

Letter Agreement, dated November 18, 2022, by and between the Company and Chad Griffith, filed herewith.

Change in Control Severance Agreement, dated as of January 30, 2023, by and between the Company and Navneet Behl, incorporated by reference to Exhibit 10.22 to Form 10-K (file no.

001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

Form of Indemnification Agreement for Directors and Executive Officers of the Company dated February 7, 2022, incorporated by reference to Exhibit 10.20 to Form 10-K (file no.

9 unchanged sentences

001-14901) for the quarter ended June 30, 2016, filed on July 29, 2016.

Form of CNX Resources Corporation Non-Employee Director Non-Qualified Stock Option agreement (Amended and Restated on January 30, 2023), filed herewith.

Form of CNX Resources Corporation Non-Employee Director Non-Qualified Stock Option agreement (Amended and Restated on January 30, 2023), incorporated by reference to Exhibit 10.30 to Form 10-K (file no.

001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

Form of Non-Qualified Stock Option Agreement for Employees (for 2020 awards), incorporated by reference to Exhibit 10.31 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

Form of Restricted Stock Unit Award Under CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan for Non-Employee Directors (Amended and Restated on January 30, 2023), filed herewith.

Directors' Deferred Fee Plan (Amended and Restated on December 7, 2022), filed herewith.

Investment Election Form Relating to Directors' Deferred Fee Plan (Amended and Restated on January 30, 2023), filed herewith.

Form of Director Deferred Stock Unit Grant Agreement, filed herewith.

001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

Directors' Deferred Fee Plan (Amended and Restated on December 7, 2022), incorporated by reference to Exhibit 10.33 to Form 10-K (file no.

001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

Investment Election Form Relating to Directors' Deferred Fee Plan (Amended and Restated on January 30, 2023), incorporated by reference to Exhibit 10.34 to Form 10-K (file no.

001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.35 to Form 10-K (file no.

001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

Amended and Restated Retirement Restoration Plan of CNX Resources Corporation, as amended and restated effective December 2, 2008, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.71 to Form 10-K (file no.

10 unchanged sentences

001-14901) for the quarter ended June 30, 2018, filed on August 2, 2018.

Executive Compensation Clawback Policy of the Company, dated as of January 28, 2014, incorporated by reference to Exhibit 10.11 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2014, filed on May 6, 2014.

Change in Control Severance Agreement, dated as of February 4, 2021, by and between the Company and Alexander Reyes, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

24 unchanged sentences

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

Form of Performance Share Unit Award Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on August 1, 2023.

Change in Control Severance Agreement, dated as of May 5, 2022, by and between the Company and Ravi Srivastava, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2023, filed on April 27, 2023.

Letter Agreement, dated May 24, 2023, by and between CNX Resources Corporation and Olayemi Akinkugbe, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on May 26, 2023.

Letter Agreement, dated November 29 2023, by and between CNX Resources Corporation and Alexander J.

Reyes, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on December 1, 2023.

Subsidiaries of CNX Resources Corporation, filed herewith.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation, filed herewith.

Engineers' Audit Letter, filed herewith.

101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

41 unchanged sentences

State Operating Loss Carry-Forwards $ 76,871 $ — $ — $ ( 37,607 ) $ 39,264

Charitable Contributions 96 — ( 96 ) — —

Foreign Tax Credits 7,738 — ( 7,738 ) — —

11 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