CNX Resources Corp (Form: DEF 14A, Received: 03/24/2020 16:17:07)

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. –)

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

On behalf of the entire Board of Directors of CNX Resources Corporation (“CNX” or the “Corporation”), I cordially invite you to participate in CNX’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”) on May 6, 2020, at 10:00 a.m. Eastern Time. This year’s Annual Meeting will again be “virtual,” meaning that we are making our proxy materials available electronically as the primary means of furnishing proxy materials to our shareholders, and you can participate in the meeting online at www.virtualshareholdermeeting.com/CNX2020 at the appointed date and time. This “virtual” approach to the Annual Meeting provides a convenient way to access our proxy materials and vote, enables greater shareholder participation in the proceedings and reduces the cost and environmental impact of the Annual Meeting to the Corporation—all to the benefit of you, our shareholders.

In 2019, we continued to execute on our stated strategy and position as a pure play, oil and gas exploration and production (“E&P”) company by: (i) reporting net income of $32 million and adjusted net income $176 million or $0.92 per share⁽¹⁾, (ii) achieving total adjusted stand-alone earnings before interest, taxes, depreciation, depletion, amortization and exploration (“EBITDAX”) of $772 million⁽¹⁾, above the high-end of the 2019 guidance range of $745-$765 million, and total adjusted consolidated EBITDAX of $958 million⁽¹⁾, above the high-end of the 2019 guidance range of $910-$940 million;⁽¹⁾(iii) achieving total capital expenditures of $1.2 billion or stand-alone E&P capital expenditures of $877 million⁽¹⁾, below the low-end of the previously stated 2019 guidance range of $890-915 million for stand-alone E&P capital expenditures; (v) building a hedge book that locks in cash margins in future years, where we see significant downward pressure on the forward commodity price curve; and (vi) repurchasing $400 million aggregate principal amount of our outstanding 5.875% senior notes due in April 2022.

Our goal as a Board of Directors is to be focused on allocating the capital you have entrusted to us to investments that generate the highest returns in order to maximize the net asset value (“NAV”) per share⁽¹⁾of the Corporation. With this goal of maximizing the NAV per share of the Corporation in mind, CNX is well-positioned for the future. Our operating plan remains flexible and we are nimble enough to enjoy a strong strategic position as the industry faces a very challenging 2020. We also continue to build additional contingency, optionality and liquidity to position the Corporation to maintain a strong balance sheet capable of withstanding a worsening macro environment.

The accompanying proxy statement contains important information about the Annual Meeting, our nominees for election as directors, and executive compensation, among other important disclosures. Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented. Please vote your shares over the internet or via the toll-free telephone number provided or, if you received a paper copy of a proxy or voting instruction card by mail, you may vote your shares by completing, signing, dating, and returning your proxy or voting instruction card in the postage-paid envelope.

To participate in this year’s virtual Annual Meeting, you will need the 16-digit shareholder control number located on the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, to log in to the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/CNX2020. Please keep your shareholder control number in a safe place so it is available to you for the meeting. Using this control number, you will be able to listen to the meeting live, submit questions and vote online.

Thank you for your investment in CNX. I hope you will be able to participate in this year’s Annual Meeting.

Notice is hereby given that the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of CNX Resources Corporation (“CNX” or the “Corporation”) will be held on May 6, 2020, at 10:00 a.m. Eastern Time online at www.virtualshareholdermeeting.com/CNX2020, for the following purposes:

By resolution of the Board of Directors, we have fixed the close of business on March 9, 2020 as the record date for determining the shareholders of CNX entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Shareholders of record on March 9, 2020 will be able to participate in the Annual Meeting online at www.virtualshareholdermeeting.com/CNX2020. To participate in the Annual Meeting, you will need the 16-digit control number on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. We encourage you to access the Annual Meeting before the start time of 10:00 a.m. Eastern Time on May 6, 2020. Please allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time on May 6, 2020. The online format for the Annual Meeting will permit broader participation in the Annual Meeting by our shareholders and provide you with access to copies of the proxy materials.

The proxy materials are first being released to shareholders on March 24, 2020. Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by internet or, if you received a paper copy of a proxy or voting instruction card, by completing and returning the card by mail which requires no postage if mailed in the United States. Your prompt response will be helpful and your cooperation is appreciated.

PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of CNX Resources Corporation (“CNX” or the “Corporation”) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 6, 2020 (the “Annual Meeting”). We first released these proxy materials to our shareholders on March 24, 2020.

SUMMARY

This Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

Where, When and Who?

• Time and Date:	Wednesday, May 6, 2020, at 10:00 a.m. Eastern Time
• Place:	Online at www.virtualshareholdermeeting.com/CNX2020
• Record Date:	March 9, 2020
• Voting:	Shareholders of CNX as of the record date are entitled to vote. Each share of CNX common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.

Virtual Annual Meeting

We are excited to offer to our shareholders again a virtual Annual Meeting.

As permitted by Delaware law and our Amended and Restated Bylaws (the “Bylaws”), we will continue to utilize the virtual annual meeting format in order to facilitate and increase shareholder attendance and participation by enabling shareholders to participate fully and equally from any location around the world, at no cost, as historically, we have had little to no attendance by our shareholders at our in-person annual meetings. We believe that the continued use of the virtual annual meeting format is the right choice for a widely-held company, such as CNX, as it not only brings cost savings to the Corporation and our shareholders, but also increases our ability to engage with all shareholders, regardless of their size, resources, or physical location. We view the virtual meeting format as consistent with our commitment to shareholder engagement as one of our tools by which to further reach our shareholder base. A virtual meeting is also environmentally friendly and in line with our commitment to sustainable business practices.

We remain sensitive to concerns regarding virtual meetings generally from investor advisory groups and other shareholder rights advocates who have voiced concerns that virtual meetings may diminish shareholder voice or reduce accountability. Our Bylaws provide that our annual meetings may be held virtually, by means of remote communication, provided that (i) we implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting is a shareholder or proxy holder, (ii) we implement reasonable measures to provide shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) we maintain a record of any votes or other action taken by shareholders or proxy holders at the meeting. Accordingly, the procedures for our virtual meeting format comply with these requirements, and in fact our format enhances, rather than constrains, shareholder access, participation and communication. For example, the online format allows shareholders to communicate with us during the meeting so they can ask appropriate questions of our Board or management in accordance with the rules of conduct for the meeting. A further description regarding this process can be found under “Information About the Annual Meeting—Virtual Format—Questions.” During the live Q&A session of the meeting, we will answer questions as they come in and address those asked in advance, as time permits. We have committed to publishing and answering each question received following the meeting.

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See “Information About the Annual Meeting—Virtual Format” in this Proxy Statement for more information regarding this year’s virtual annual meeting. In addition, information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct at the Annual Meeting, and procedures for posting appropriate questions received during the Annual Meeting (with the Corporation’s answers made available after the Annual Meeting), will be posted on our investor relations page under “Events and Presentations” in advance of the Annual Meeting. Similarly, matters addressing technical and logistical issues, including technical support during the Annual Meeting and related to accessing the Annual Meeting’s virtual meeting platform, will be available at www.virtualshareholdermeeting.com/CNX2020.

Your vote is very important to us and to our business. Please cast your vote immediately on all of the proposals to ensure that your shares are represented.

Item	Proposal	Board Recommendation	Page
	Election of Directors	FOR each Director	31
	The six director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to Management.
	Ratification of Anticipated Appointment of Ernst & Young LLP (“EY”) as Independent Auditor	FOR	68
	The Audit Committee has determined to approve the retention of EY as the Corporation’s independent auditor for fiscal year 2020 following this Annual Meeting. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s anticipated selection of the independent auditor.
	Advisory Approval of 2019 Named Executive Compensation	FOR	69
	The Corporation’s executive compensation programs are designed to create a direct linkage between shareholder interests and Management with incentives specifically tailored to the achievement of financial, operational and stock performance goals.
	CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan (the “Amended Plan”)	FOR	71
	The CNX Resources Corporation Equity Incentive Plan (the “Equity Incentive Plan”) is a key vehicle by which the Compensation Committee and Board link executive pay to shareholders’ long-term interests through the grant of stock compensation thereunder. These awards primarily deliver value to employees if our stock performs well. The Board recommends that the shareholders approve the Amended Plan to, among other matters, increase the number of shares authorized for issuance thereunder by 10,775,000 (from 48,915,944 to 59,690,944).

Board Nominees

The following table provides summary information about each director nominee as of March 9, 2020. Each director of CNX is elected annually by a majority of votes cast.

Name	Age	Director Since	Occupation	Independent	Current Committee Memberships
J. Palmer Clarkson	63	2017	President and Chief Executive Officer of Bridgestone HosePower, LLC	Yes		• CC • HSE* • NCG
Nicholas J. DeIuliis	51	2014	CNX President and Chief Executive Officer	No		• HSE
Maureen E. Lally-Green	70	2013	Professor and Former Dean of Duquesne University School of Law; Former Judge, Superior Court of Pennsylvania	Yes		• CC • HSE • NCG*

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Name	Age	Director Since	Occupation	Independent	Current Committee Memberships
Bernard Lanigan, Jr.	72	2016	Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc.	Yes		• AC* • HSE • NCG
William N. Thorndike, Jr., Chairman	56	2014	Managing Director of Housatonic Partners	Yes		• AC • CC • HSE
Ian McGuire	41	2019	Founder, Investment Partner of Tempus Partners	Yes		• AC • CC • HSE

*	Committee Chair
AC	Audit Committee
CC	Compensation Committee
HSE	Health, Safety and Environmental Committee
NCG	Nominating and Corporate Governance Committee

Who We Are and What We Stand For

Throughout 2019, our strategies and actions continued to be driven by our Mission Statement and Corporate Values, as outlined below.

Mission Statement

At CNX, our mission is to empower our team to embrace and drive innovative change that creates long-term per share value for our investors, enhances our communities and delivers energy solutions for today and tomorrow.

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Business/Strategic Highlights

•	Focus on Execution. Our team remains simple and lean, guided by our Corporate Values and focused on capital allocation and operational execution. This focus resulted in record total gas production of 539.1 Bcfe in 2019, which is 6% greater than 2018 production. Our Marcellus Shale production increased 28%, when compared to 2018. Total Stand-Alone E&P capital expenditures⁽¹⁾of $877 million were below the low-end of the 2019 guidance range of $890-$915 million. Total adjusted stand-alone EBITDAX of $772 million⁽¹⁾was above the high-end of the 2019 guidance range of $745-$765 million, and total adjusted consolidated EBITDAX of $958 million⁽¹⁾was above the high-end of the 2019 guidance range of $910-$940 million. And, at the same time, we increased proved reserves by 7% to 8.4 Tcfe. CNX repurchased approximately $115 million (or 12.9 million shares) of stock at an average price of $8.91 per share. As of January 20, 2020, total outstanding shares were 186,642,962; a reduction of approximately 19% since inception of the program in October 2017. Lastly, we repurchased $400 million aggregate principal amount of our outstanding 5.875% senior notes due in April 2022.
•	Continued Commitment to Increasing the NAV per CNX Share. CNX is committed to maximizing NAV per share and is focused on creating and protecting the Company’s long-term value. Due to the cyclicality and volatility of the natural gas market, the NAV of the Corporation must be protected by an ability to withstand, and potentially thrive, during a downcycle. CNX has effectively done this by creating a strong balance sheet with manageable debt maturities, building a hedge book that protects our margins, and embedding flexibility in our development plan in order to adjust activity levels up and down as market conditions dictate. Additionally, in light of increasingly deteriorating market conditions during 2019, CNX prioritized the generation of free cash flow by reducing the pace of our development plan and implementing various cost savings programs for capital spending, operating expenses, and selling, general, and administrative (“SG&A”) expenses (including organizational changes that are expected to reduce SG&A cash spend in 2020 by approximately $30 million⁽²⁾when compared to 2018). The decisions we made in 2019 are expected to maximize CNX’s NAV per share in the long-term.
•	Giving Substance to Our Corporate Values. In 2019, our employees continued to breathe life into our Corporate Values—Responsibility, Ownership and Excellence. For example: as to Responsibility, our employees and contractors did not experience any recordable safety incident in 2019, an improvement of approximately 30 percent versus 2018; as to Ownership, we demonstrated this core value by significantly simplifying and flattening our organizational structure, bringing critical decisions closer to decision-makers; and as to Excellence, we re-focused our Operational Excellence group specifically on field-oriented tasks providing a working partner to our operational teams as we continue to relentlessly prioritize our social license to operate. These and similar efforts reduce the risk-profile of CNX, which leads to greater value for CNX shareholders.

Compensation Highlights

In 2019, CNX continued its commitment to executive compensation programs that drive long-term value for our shareholders.

•	Plans Align Management with Shareholders in Both Weak and Strong Markets. Our executive compensation program goals align directly with corporate and shareholder interests in (i) stock price performance, (ii) adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Exploration Expenses (“Adjusted EBITDAX”) per share⁽¹⁾and (iii) individual strategic goals.
	–	Approved a Straightforward 2019 STIC Focused on Generating Earnings. In 2019, our annual Short-Term Incentive Compensation Program (“STIC”) for the performance period that ended December 31, 2019 focused on the key goal of generating adjusted EBITDAX per share of the Corporation’s common stock, with individual strategic goals that could increase award payout as much as 20% of the overall payout. CNX successfully executed a strategy to generate strong positive EBITDAX in 2019, with goal achievement above target, as determined by the Compensation Committee of the Board.
	–	Approved LTIC Programs that Continue to Focus on Stock Price Appreciation. Under our current Long-Term Incentive Compensation Programs (“LTICs”), executives receive the majority of their long-term equity awards in the form of performance share unit (“PSU”) awards that vest over a five-year period, based on the achievement of absolute and relative stock price goals. The performance goals applicable to the 2019 tranche of the 2016 PSU awards were achieved between target and maximum performance levels, the 2019 tranches of each of the 2017 PSU awards and 2018 PSU awards were not earned, and the 2019 tranche of the 2019 PSU awards was earned at target. The performance of our PSU programs aligns with our shareholders’ interests.

(1)	A reconciliation of this measure to the nearest GAAP measure is set forth in Appendix A to this Proxy Statement.
(2)	See Appendix A for information regarding SG&A cash spend.

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	–	Recognized for Further Aligning New Programs with Shareholder Interests. More than 93% of the shares voted at our 2019 Annual Meeting of Shareholders approved our 2018 executive compensation program. We were pleased with the materially increased approval level of our advisory vote last year as compared to 2018, which we believe was due in part to the extensive shareholder outreach program. We contacted shareholders representing over 80% of our common stock at the time and communicated with shareholders holding more than 60% of our common stock at that time). We have undertaken historically to understand their respective perspectives regarding our executive compensation program and how we may address these concerns in our executive compensation programs going forward.
	–	Named Executives’ Average Target Total Direct Compensation at Year-End is Well Below CNX’s Peers (as described on page 12). As demonstrated by the below chart, the Corporation’s average 2019 target total direct compensation of its named executives is well below CNX’s peers as measured by metrics such as 2019 TSR and market capitalization.

CNX PERCENTILE RANKINGS FOR 2019 COMPENSATION AMONG PEER GROUP⁽¹⁾

Average Target Total Direct Compensation for Named Executives	Total Shareholder Return	Market Capitalization
32^ndpercentile⁽²⁾	96^thpercentile	65^thpercentile⁽³⁾

(1)	For ease of reference and to provide a more accurate picture of actual compensation, one of our named executives who departed the Corporation in May 2019, has been excluded from this analysis.
(2)	Average target total direct compensation includes base salary, actual annual incentive payment and target value of long-term incentives measured as of the January 31, 2019 grant date for the named executives.
(3)	Based on CNX’s market capitalization of $1.65 billion (as of December 31, 2019).


•	Designed CEO Compensation with 88% At-Risk and Aligned with Shareholder Interests. In January 2019, the Board established our CEO’s target total direct compensation to be 88% at-risk, consisting of target STIC (approximately 14%) and target LTIC (approximately 74%), based on compensation values approved by the Compensation Committee. By making a significant portion of Mr. DeIuliis’ compensation at-risk, his interests are tightly aligned with those of our shareholders. In short, the CEO will realize most of his target compensation only if value is delivered to CNX’s shareholders, as demonstrated in the following chart.

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•

Paid CEO on Target with 2017-2019 TSR Ranking Among Peers (as defined on page 12). When examining our CEO’s total direct compensation (salary, STIC, and LTIC) relative to our peer group over the past three years, Mr. DeIuliis’ compensation, shown on the vertical axis, ranks in the 63^rdpercentile, while relative TSR performance over the same period was approximately at the 93^rdpercentile.

The shaded area is intended to represent “reasonable” CEO compensation relative to TSR. Compensation is measured using 2017-2019 CNX pay and publicly available peer pay (2016-2018). Compensation is defined as total direct compensation (consisting of base salary, bonus, and the aggregate grant date fair value of the LTIC, which values are set forth in the Summary Compensation Table – 2019, 2018 and 2017 (“SCT”) on page 51)).

•

CEO W-2 Pay Below SCT Reported Pay. The below chart demonstrates that Mr. DeIuliis’ W-2 pay for 2016 through 2019 was significantly less than the amounts reported in the “Total” column of the SCT. With respect to 2016, the discrepancy between W-2 pay and SCT pay is particularly significant and emphasizes the disconnect between compensation reported in the SCT, as required by the Securities and Exchange Commission (“SEC”), and the pay actually received by Mr. DeIuliis for tax purposes in any given year.

(1)	SCT information includes the following for each respective year: salary, STIC, LTIC, change in pension values, and all other compensation.
(2)	The W-2 information with respect to CNX only includes the following for each respective year: base salary paid in that year, STIC paid in that year, LTIC that vested in that year, and taxable perquisites received in that year.

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•	CEO Target Compensation Decreased. Mr. DeIuliis, our CEO, declined an increase to his target compensation (salary, bonus and LTIC) in each of 2016, 2017 and 2018. Further, Mr. DeIuliis suggested, and the Board approved, a $1 million decrease to his target LTIC for 2019 and an additional $0.5 million decrease to his target LTIC for 2020.
•	Streamlined our TSR Peer Group. For the 2019 PSU program, CNX determined to use a more relevant, targeted group of E&P companies in the Appalachian Basin for purposes of measuring the TSR metric (Antero Resources Corporation, Cabot Oil & Gas Corporation, EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Company).
•	Eliminated Accelerated Vesting Term from CEO Awards. For our CEO’s 2019 PSU award, we replaced the prior accelerated vesting feature with a retirement provision in his equity awards.
•	Meaningful Stock Retention Requirements for Named Executives. Consistent with past practice and for equity awards granted in 2019, executive officers must keep half of any shares vested (net of taxes) until the earlier of (i) the participant’s retirement at age 62 or (ii) 10 years from the Board-determined grant date. In January 2018, we increased the stock ownership guidelines to 3.5 times salary for our current named executives (except for our CEO, whose guideline already is 5.5 times salary). Notably, our CEO and CFO hold 306% and 121% of their respective stock ownership guidelines.
•	Eliminated STIC Carryover Concept. The Board agreed to eliminate any carryover feature from year to year in its STIC programs.
•	Prohibition on Tax Gross-Ups for Named Executives. In 2019, CNX maintained its policy prohibiting tax gross-ups for our named executives (except those provided for in the change in control agreement for Mr. DeIuliis, which was entered into prior to April 2009).
•	Maintained Executive Compensation Clawback Policy. CNX continues to maintain a clawback policy that generally provides the Compensation Committee with the discretion to seek recovery of performance-based cash and equity compensation paid to an executive officer in connection with an accounting restatement due to misconduct of that officer.
•	No Employment Agreements with Named Executives. CNX does not have any employment agreements with its named executives.
•	Policy Prohibiting the Hedging or Pledging of CNX Securities. CNX continues to maintain “no hedging” and “no pledging” policies that generally prohibit employees from engaging in hedging or pledging transactions with our stock.

Corporate Governance and Compliance Highlights

•

Nominated all Independent Directors for the 2020-2021 Board Year (except the CEO). Each nominee for election at the upcoming Annual Meeting qualifies as an independent director in accordance with the standards of the New York Stock Exchange (other than our CEO). We continue to balance the Board by introducing Board members with new perspectives with the more seasoned perspectives of our longer tenured directors. See the diagram below.

•	Appropriately Sized Board. For the 2020-2021 Board year, our Board will have six members, which allows us to operate in a nimble and efficient manner, while still maintaining a diverse level of insights and experiences.
•	Maintained Separate Chairman and CEO Roles. CNX has maintained separate Chairman and CEO roles since 2014, and Mr. Thorndike currently serves as the independent Chairman of the Board. This separation of roles will continue for the 2020-2021 Board year.

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•	No Poison Pill. CNX does not maintain a poison pill.
•	Maintained Annual Full Board Elections, with a Majority Vote Standard and Resignation Policy. Since CNX’s common stock has been publicly traded, director elections have been held on an annual basis to provide our shareholders with regular input on the composition of our Board, and ultimately, of Management. Directors must be elected by a majority of votes cast, and a director must offer to resign from the Board if he or she is not re-elected at an annual meeting of shareholders.
•	Maintained a Formal Corporate Compliance Program. We believe that the establishment and implementation of a formal Compliance Program is a necessary step to ensure best practices with respect to compliance measures and to promote the highest level of compliance efforts throughout the organization. Although many of the matters referenced in the Compliance Program are already part of our normal course of business operations, we believe it is best practice to consolidate these matters in one place. Our Compliance Program was updated in 2019.
•	Provided Transparency Through Proactive Shareholder Outreach. We have issued annual Corporate Responsibility Reports (“CRRs”) since 2012, and our 2018 CRR was published in mid-2019 (a copy of which can be found on our website). Our 2018 CRR, which highlighted our key performance metrics, also clearly defined who we are, what we believe and the manner in which we conduct our business.
•	Our 2019 Corporate Responsibility Report will be published Mid-Year 2020. With a deepening focus on environmental, social, and governance (“ESG”) issues by external stakeholders, CNX will continue to highlight the internal, proactive measures we have and continue to adopt that have propelled our status as one of the most responsible and innovative companies in the E&P space. The 2019 CRR will build on our belief that a steadfast, relentless commitment to best-in-class safety and environmental compliance increases efficiencies, reduces costs, improves margins, and, ultimately, drives long-term NAV per share. We heavily favor measurable, tangible performance metrics over abstract, aspirational goals. The most notable example of this commitment is the reduction of our carbon intensity (Scope 1 and 2 emissions) by over 90% from 2011 through 2018. Few companies across any segment of the economy can make such a claim. And, at the same time we undertook proactive steps to de-carbonize our own operational footprint, natural gas similarly allowed the U.S. to reduce carbon emissions by nearly 15% over 2005 levels. As others continue to outline targets and goals that may or may not prove realistic, we have made the decisions and executed the strategies which have accomplished these goals. While these actions and core principles closely align with ESG goals, most importantly, they are also directly linked to driving efficiencies, safeguarding our license to operate and growing NAV per share. CNX is a proud company and our team enjoys total conviction that what we do matters greatly for society. We are proud to lead on responsible business practices and continue to stand ready to advance and defend our unyielding belief that natural gas is not only a critical element of today’s energy economy, but also a cornerstone fuel that will help meet the world’s ever-changing energy needs for the next generation and beyond.

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Human Capital and Talent Management

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Diversity and Inclusion. A top priority for CNX is to hire and retain diverse candidates. CNX believes strongly in diversity throughout our organization and has historically promoted women to several leadership positions. In addition, with respect to our Board, one of six of the current independent directors is female. We exceeded our company goal of hiring at least 25% female and minority candidates in 2019. Our final female and minority hiring percentage for 2019 was 32%. We will continue to build on our diversity accomplishments within the organization through our recruiting efforts.

We strive to ensure all demographics are represented at CNX. We feel the Corporation’s success is fostered through the inclusion of different perspectives and experiences. Overall, women and minorities represented 26% of the total employee population of the Corporation as of December 31, 2019. The following chart shows the breakdown of women and various minorities at the Corporation as of December 31, 2019, with the percent representation of each group showing the proportion of the overall women and minority group represented by the sub-group:

•	A Culture of Ownership. We recognize that our employees are our most important assets and we strive to support them through our culture of ownership. Along with a 2019 median compensation of $147,508, which reflects the Corporation’s leadership status among our in-basin peer group, the Corporation supports a work-life balance through a myriad of added benefits and features to provide an enriched workplace experience. CNX’s long-term business strategy is dependent on attracting, retaining, and developing a diverse population of employees. We hire and retain employees who think outside the box, who are not afraid to be transparent, and who want to win.
•	Developing Future Leaders. CNX invests significant time and capital in our employees. The Corporation encourages all employees to participate in professional organizations and provides the opportunity for them to be involved in their communities. This helps our employees expand their horizons, interact with different viewpoints and experience new ideas, all of which help our employees become innovative and creative leaders. CNX also supports the professional development efforts of our employees as they work to earn professional certificates in areas like professional engineering, business analytics and project management or continue their education through master’s degree programs.
•	Employee Engagement. The Corporation continuously works on creating a company culture that enhances the workplace, and encourages our employees to work hard and gain satisfaction in their personal development at CNX.

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INFORMATION ABOUT THE ANNUAL MEETING

The proxy is being solicited by the Board of CNX to be voted at the Annual Meeting to be held on May 6, 2020, at 10:00 a.m. Eastern Time, online at www.virtualshareholdermeeting.com/CNX2020.

The specific proposals to be considered and voted upon at the Annual Meeting are summarized in the Notice of Annual Meeting of Shareholders. Each proposal is described in more detail in this Proxy Statement.

Virtual Format

We are excited to host a completely virtual Annual Meeting again this year. We continue to deploy the virtual format so as to:

•	facilitate and increase shareholder attendance and participation by enabling shareholders to participate fully and equally from any location around the world, at no cost (historically, we have had little to no attendance by our shareholders at our in-person annual meetings);
•	provide for cost-savings to the Corporation and our shareholders;
•	increase our ability to engage with shareholders, regardless of their size, resources or physical location; and
•	make our Annual Meeting more environmentally friendly and sustainable.

Attendance and Participation

Our completely virtual Annual Meeting will be conducted on the internet via live webcast. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting. com/CNX2020. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through the 401(k) plan, which must be voted prior to the meeting).

All shareholders of record as of March 9, 2020 (the “Record Date”), or their duly appointed proxies, may participate in the Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online access will begin at 9:45 a.m. Eastern Time.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

Voting

If you choose to vote your shares online during the Annual Meeting, please follow the instructions provided on the Notice to log in to www.virtualshareholdermeeting.com/CNX2020. You will need the 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

Even if you plan to participate in the Annual Meeting, the Corporation strongly recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

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Questions

Shareholders may submit questions during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CNX2020, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including, but not limited to, those related to employment, product or landowner issues, are not pertinent to meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted online and answered at www.cnx.com.

Technical Difficulties

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Voting and Proposals

Whether you hold your shares directly as the shareholder of record or beneficially in street name, you may vote without attending the Annual Meeting in one of the following manners:

By Internet: Go to www.proxyvote.com and follow the instructions. You will need the 16-digit control number included on your proxy card or voting instruction form;

By Telephone: Dial 1-800-690-6903. You will need the control number included on your Notice, proxy card or voting instruction form; or

By Mail: Complete, date and sign your Notice, proxy card or voting instruction card and mail it.

If you vote on the internet or by telephone, you do not need to return your proxy card or voting instruction card. Internet and telephone voting for shareholders will be available 24 hours a day, and will close at 11:59 p.m., Eastern Time, on May 5, 2020 for shares held directly and at 11:59 p.m., Eastern Time, on May 3, 2020 for shares held through the 401(k) plan.

The persons named as proxies have informed CNX of their intention, if no contrary instructions are given, to vote the shares represented by such proxies as follows:

•	FOR the election of each person nominated to serve as a director of CNX (Proposal No. 1);
•	FOR the ratification of the anticipated appointment of EY, an independent registered public accounting firm, as the independent auditor of CNX for the fiscal year ending December 31, 2020 (Proposal No. 2);
•	FOR the advisory approval of our 2019 named executive compensation (Proposal No. 3);
•	FOR the adoption of the Amended Plan (Proposal No. 4); and
•	in accordance with their judgment on any other matters which may properly come before the Annual Meeting.

The Board does not know of any other business to be brought before the Annual Meeting other than as indicated in the Notice of Annual Meeting of Shareholders. If other matters are properly presented at the Annual Meeting, the persons named as proxies may vote on such matters in their discretion. In addition, the persons named as proxies may vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any adjournments or postponements of the Annual Meeting.

Internet Availability of Proxy Materials

This Proxy Statement provides information regarding the matters to be voted on at the Annual Meeting, as well as other information that may be useful to you. In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials to our shareholders on the internet.

- 2020 Proxy Statement

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If you received a Notice by mail, you will not receive a printed copy of the proxy materials other than as described below. Instead, the Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Record Date and Vote Required for Approval

The Record Date with respect to this solicitation is March 9, 2020. All holders of record of CNX common stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, CNX had 187,035,851 shares of common stock outstanding. Each share of common stock is entitled to one vote. Shareholders do not have cumulative voting rights. The holders of a majority of the outstanding shares of common stock of CNX as of the Record Date entitled to vote generally in the election of directors, represented in person or by proxy, will constitute a quorum at the Annual Meeting.

•

Director Elections (Proposal No. 1): Assuming a quorum, a majority of the votes cast at the Annual Meeting is required for each director nominee to be elected. Under our Bylaws, this means that the number of votes cast “for” a director’s election must exceed 50% of the total number of votes cast with respect to that director’s election. Votes cast include direction to withhold authority and exclude abstentions.

•

Independent Auditor (Proposal No. 2), Executive Compensation Vote (Proposal No. 3) and Amended Plan (Proposal 4): Assuming a quorum, the vote to ratify the anticipated appointment of EY as the independent auditor of the Corporation for the fiscal year ending December 31, 2020, the advisory vote to approve the our 2019 named executive compensation, as reported in this Proxy Statement, and the vote to approve the Amended Plan will be determined by the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote on the matter. In addition, pursuant to NYSE rules, approval of the Amended Plan requires a majority of votes cast, but includes abstentions (which have the same effect as votes against the proposal unlike with the majority of the votes cast standard applicable to uncontested director elections under our Bylaws).

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may be treated as “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and such instructions are not given. Brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on “non-routine” proposals, such as Proposal Nos. 1, 3 and 4, although they may vote their clients’ shares on “routine matters,” such as Proposal No. 2. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal and have no effect on the outcome. Abstentions have the same effect as votes against the matter, except in the case of Proposal No. 1, where abstentions would not have an effect on the outcome. Proxies received but marked as abstentions and broker non-votes will be counted for quorum purposes.

The voting instruction form also serves as voting instructions for the trustees who hold shares of record for participants in the CNX Resources Corporation Investment Plan for Salaried Employees. If voting instructions representing shares in this plan are not received, those shares will not be voted.

Director Resignation Policy

Our Bylaws provide that if an incumbent director is not elected at a meeting for the election of directors and no successor has been elected at such meeting, the director must tender his or her resignation promptly to the Board. The Nominating and Corporate Governance (“NCG”) Committee of the Board will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the NCG Committee’s recommendation, and publicly disclose its decision and the underlying rationale in a press release, a filing with the SEC or other broadly disseminated means of communication within 90 days from the date of the certification of the election results.

- 2020 Proxy Statement

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Revocation of Proxy

If you are the owner of record of shares of our common stock as of the close of business on the Record Date, you can revoke your proxy at any time before its exercise by:

•	sending a written notice to CNX at CNX Center, 1000 CONSOL Energy Drive, Suite 400, Canonsburg, PA 15317, attention: Corporate Secretary, bearing a date later than the date of the proxy that is received prior to the Annual Meeting, stating that you revoke your proxy;
•	submitting your voting instructions again by telephone or over the internet;
•	signing another valid proxy card bearing a later date than the proxy initially received and mailing it so that it is received by the Corporation prior to the Annual Meeting; or
•	participating in the Annual Meeting and voting during the Annual Meeting.

If you hold your shares through a bank, broker or other nominee, you must follow the instructions found on your voting instruction card, or contact your bank, broker or other nominee in order to revoke your previously delivered proxy. If a proxy is properly executed and is not revoked by the shareholder, the shares it represents will be voted at the Annual Meeting in accordance with the instructions provided by the shareholder. If a proxy card is signed and returned without specifying choices, the shares will be voted in accordance with the recommendations of the Board. Participation at the Annual Meeting without a request to revoke a proxy will not, by itself, revoke a previously executed and delivered proxy.

Proxy Solicitation

All costs relating to the solicitation of proxies will be borne by CNX. Georgeson LLC has been retained by CNX to aid in the solicitation of proxies at an estimated cost of $8,500, plus reimbursement of out-of-pocket expenses. Proxies may also be solicited by officers, directors and employees personally, by mail, or by telephone, facsimile transmission or other electronic means. Upon request, CNX will pay brokers and other persons holding shares of common stock in their names or in the names of their nominees for their reasonable expenses in sending soliciting material to, and seeking instructions from, their principals.

Secrecy in Voting

As a matter of policy, proxies, ballots and voting tabulations that identify individual shareholders are held confidentially by CNX. Such documents are available for examination only by the inspectors of election and certain employees who assist in the tabulation of votes. The vote of any individual shareholder will not be disclosed except as may be necessary to meet applicable legal requirements.

CNX will provide to any shareholder, without charge and upon written request, a copy (without exhibits, unless otherwise requested) of CNX’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”) as filed with the SEC. Any such request should be directed to the CNX Resources Corporation Investor Relations Department, CNX Center, 1000 CONSOL Energy Drive, Suite 400, Canonsburg, PA 15317.

- 2020 Proxy Statement

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1.	To elect six directors to hold office in accordance with our Amended and Restated Bylaws (the “Bylaws”);

2.	To ratify the anticipated appointment of Ernst & Young LLP, an independent registered public accounting firm, as CNX’s independent auditor for the fiscal year ending December 31, 2020;

3.	To approve, on an advisory basis, the compensation paid to our named executives in 2019, as reported in this Proxy Statement; and

4.	To adopt the CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan to, among other matters, increase the number of shares authorized for issuance thereunder.

PROXY STATEMENT		6

SUMMARY		6

INFORMATION ABOUT THE ANNUAL MEETING		15

BOARD OF DIRECTORS AND COMPENSATION INFORMATION		19

Board of Directors and its Committees		19
Director Compensation Table – 2019		24
Understanding Our Director Compensation Table		25

BENEFICIAL OWNERSHIP OF SECURITIES		28

PROPOSAL NO. 1	ELECTION OF DIRECTORS	31

Biographies of Nominees		31
Related Party Policy and Procedures		34
Determination of Director Independence		35

EXECUTIVE COMPENSATION INFORMATION		36

Compensation Discussion and Analysis		36
Compensation Committee Report		49
Compensation Policies and Practices as They Relate to CNX’s Risk Management		50
Summary Compensation Table – 2019, 2018 and 2017		51
Grants of Plan-Based Awards – 2019		52
Understanding Our Summary Compensation and Grants of Plan-Based Awards Tables		52
Outstanding Equity Awards at Fiscal Year-End – 2019		53
Option Exercises and Stock Vested Table – 2019		54
Pension Benefits Table – 2019		55
Understanding Our Pension Benefits Table		55
Potential Payments Upon Termination or Change in Control Tables		57
Understanding Our Change in Control and Employment Termination Tables and Information		61
2019 Pay Ratio Information		66

ACCOUNTANTS AND AUDIT COMMITTEE		67

Audit Committee Report		67
Independent Registered Public Accounting Firm		67

PROPOSAL NO. 2	RATIFICATION OF ANTICIPATED APPOINTMENT OF INDEPENDENT AUDITOR	68

PROPOSAL NO. 3	ADVISORY APPROVAL OF CNX’S EXECUTIVE COMPENSATION	69

SECURITIES AUTHORIZED FOR ISSUANCE UNDER THE CNX EQUITY COMPENSATION PLAN		70

PROPOSAL NO. 4	CNX RESOURCES CORPORATION AMENDED AND RESTATED EQUITY AND INCENTIVE COMPENSATION PLAN	71

ADDITIONAL MATTERS		81

APPENDIX A RECONCILIATION OF NON-GAAP MEASURES		A-1

APPENDIX B CNX RESOURCES CORPORATION AMENDED AND RESTATED EQUITY AND INCENTIVE COMPENSATION PLAN		B-1

Audit Committee		Health, Safety and Environmental (“HSE”) Committee
• Assists the Board with policies related to risk assessment and risk management, compliance matters, and the integrity of CNX’s financial statements. • Reviews the performance of our independent auditors (and their independence) and our internal audit department.		• Oversees CNX’s policies to protect the health and safety of employees, contractors, customers, the public, and the environment. • Reviews CNX’s procedures for identifying, assessing, monitoring and managing the principal risks associated with health, safety, environmental, and security matters (including cybersecurity).

NCG Committee		Compensation Committee
• Reviews and advises the Board regarding material corporate governance-related risks. • Ensures that our Board is composed of capable individuals who provide appropriate oversight and insight to our executive management.		• Reviews and oversees the risk assessment related to CNX’s compensation programs, and reports the results to the Board. • Oversees management development plans and activities, including succession planning.

	THE BOARD



• Oversees our risk management policies and practices, assesses major risks facing CNX, and reviews options for risk mitigation. • Monitors risks that have been delegated to a particular committee through reports provided by the respective committee chairpersons at each regularly-scheduled Board meeting.

	MANAGEMENT



• Responsible for the management and assessment of risk at CNX and its subsidiaries. • Identifies, communicates and discusses the risks affecting CNX, its subsidiaries, and our business through regular presentations to the Board and appropriate committees (as determined by the subject matter of the particular risk). • In 2019, performed a comprehensive risk analysis of the material risks that could affect CNX and communicated those results to the full Board.

(i)	determine what types of backgrounds, skills, and attributes are needed to help strengthen and balance the Board, taking into account the competencies described above;

(ii)	at appropriate times, actively seek individuals qualified to become new members of the Board, including through the review of candidates submitted by our independent directors, executive officers and shareholders;

(iii)	evaluate potential nominees by considering the competencies described above and conducting interviews (candidates recommended by shareholders are generally evaluated in the same manner as other nominees); and

(iv)	recommend to the Board the slate of director nominees to be elected by the shareholders at CNX’s next annual meeting of shareholders.

•	Bylaws;
•	Corporate Governance Guidelines;
•	Code of Director Business Conduct and Ethics;
•	Code of Employee Business Conduct and Ethics, which covers all employees of CNX, including executives;
•	Charters of the Audit, NCG, Compensation, and HSE Committees;
•	Internal Auditing Charter;
•	Compliance Reporting Policy;
•	Related Party Policy and Procedures; and
•	Corporate Responsibility Reports.

	Board of	Audit	Compensation		NCG	HSE
	Directors	Committee	Committee		Committee	Committee
J. Palmer Clarkson	Member	—	Member		Member	Chair
William E. Davis	Member	Member	Chair	⁽¹⁾	—	Member
Nicholas J. DeIuliis	Member	—	—		—	Member
Maureen E. Lally-Green	Member	—	Member		Chair	Member
Bernard Lanigan, Jr.	Member	Chair	—		Member	Member
Ian McGuire	Member	Member	Member		—	Member
William N. Thorndike, Jr.	Chairman	Member	Member		—	Member
No. of 2019 Meetings	9	8	4		3	3

	Fees Earned or		Stock		Option		All Other
Name⁽¹⁾	Paid in Cash⁽²⁾		Awards⁽³⁾		Awards⁽⁴⁾		Compensation		Total
J. Palmer Clarkson	$	120,000	$	180,000	$	—	$	—	$	300,000
William E. Davis	$	129,167	$	180,000	$	—	$	—	$	309,167
Maureen E. Lally-Green	$	120,000	$	180,000	$	—	$	—	$	300,000
Bernard Lanigan, Jr.	$	133,333	$	180,000	$	—	$	—	$	313,333
Ian McGuire	$	52,500	$	165,000	$	—	$	—	$	217,500
William N. Thorndike, Jr.	$	212,500	$	400,000	$	—	$	—	$	612,500

	(1)	Mr. DeIuliis is a member of the Board and President and CEO of CNX. His compensation for the 2019 fiscal year is reported in the SCT and other sections of this Proxy Statement. In 2019, Mr. DeIuliis did not receive any additional compensation for his service on our Board.
	(2)	The non-employee directors have the ability to elect to receive deferred stock units (“DSUs”) and options granted under the Equity incentive Plan in lieu of their cash retainers. The cash amounts payable for the 2019 fiscal year and received in the form of DSUs and options in lieu of such cash payments included in this column are as follows (rounded to the nearest whole share): (i) Mr. Clarkson: 3,333 options and 11,562 DSUs; (ii) Mr. Davis: 1,410 options (no DSUs); (iii) Ms. Lally-Green: no options or DSUs; (iv) Mr. Lanigan: 11,053 DSUs (no options); (v) Mr. McGuire: 8,375 DSUs (no options); and (vi) Mr. Thorndike: 12,143 options and 5,493 DSUs. Additionally, Mr. Thorndike deferred $115,000 into the Directors’ Deferred Fee Plan.
	(3)	The values set forth in this column are based on the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”). The grant date fair value of the restricted stock unit (“RSU”) awards is computed based upon the closing price per share of CNX’s stock on the date of grant.
		A discussion of the relevant assumptions made in the valuation of these awards is provided in Note 17 of the 2019 Annual Report. The values reflect the awards’ fair market values at the date of grant, and do not correspond to the actual values that will be recognized by the directors.
		As of December 31, 2019, the following directors held RSUs and DSUs relating to CNX common stock in the amounts noted: (i) Mr. Clarkson had 11,936 unvested RSUs, 27,805 deferred RSUs and 24,219 DSUs; (ii) Mr. Davis had 72,515 deferred RSUs; (iii) Ms. Lally-Green had 23,873 unvested RSUs and 24,144 deferred RSUs; (iv) Mr. Lanigan had 51,874 deferred RSUs and 16,579 DSUs; (v) Mr. McGuire had 22,822 unvested RSUs and 12,563 DSUs; and (vi) Mr. Thorndike had 116,255 deferred RSUs and 16,162 DSUs. If an RSU was deferred, whether vested or unvested, it is described herein as a deferred RSU.
	(4)	As of December 31, 2019, the number of shares underlying option awards held by our non-employee directors was: (i) 22,129 for Mr. Clarkson; (ii) 43,439 for Mr. Davis; (iii) 35,980 for Ms. Lally-Green; (iv) 69,910 for Mr. Lanigan; and (v) 105,158 for Mr. Thorndike.

	Dollar Value of
	Board
	Compensation
Element of Annual Compensation	(May 2019 - May 2020)
Chairman Retainer	$	200,000
Board Retainer	$	90,000
Audit Committee Chair Retainer	$	30,000
Compensation and NCG Committee Chair Retainer	$	20,000
HSE Committee Chair Retainer	$	15,000
Audit Committee Member Retainer (excluding Committee Chair Retainer)	$	10,000
Compensation and NCG Committee Member Retainers (excluding Committee Chair Retainers)	$	5,000
Annual Equity Award (RSUs)	$	180,000
Chairman Equity Award (RSUs)	$	400,000

•	persons we know to be beneficial owners of more than five percent of CNX’s common stock based upon information filed with the SEC, which information is as of December 31, 2020; and
•	each director and each nominee for director, each named executive, and all current directors and executive officers of CNX as a group, as of March 9, 2020 (except as otherwise indicated below).

Name and Address of Beneficial	Amount and Nature of	Percent
Owner	Beneficial Ownership⁽¹⁾	of Class
Southeastern Asset Management, Inc., Longleaf Partners Fund, and Longleaf Partners Small-Cap Fund⁽²⁾
c/o Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119	51,035,484	27.3%
BlackRock, Inc.⁽³⁾
55 East 52nd Street New York, NY 10055	22,043,383	11.8%
Dimensional Fund Advisors LP⁽⁴⁾
Building One 6300 Bee Cave Road Austin, TX, 78746	15,680,238	8.4%
The Vanguard Group⁽⁵⁾
100 Vanguard Boulevard Malvern, PA 19355	13,457,474	7.2%
State Street Corporation⁽⁶⁾
State Street Financial Center One Lincoln Street Boston, MA, 02111	11,063,641	5.9%

	CNX Resources		CNX Midstream
	Corporation Shares		Partners LP
	Beneficially	Percent	Common Units	Percent
	Owned⁽¹⁾	of Class	Beneficially Owned⁽¹⁾	of Class
Nicholas J. DeIuliis⁽⁷⁾⁽⁸⁾	2,792,904	1.5%	20,100	*
Donald W. Rush⁽⁷⁾	110,850	*	5,929	*
Chad A. Griffith⁽⁷⁾	20,740	*	5,174	*
Olayemi Akinkugbe⁽⁷⁾	14,919	*	—	*
Andrea Passman⁽⁷⁾⁽⁹⁾	11,270	*	—	*
J. Palmer Clarkson⁽⁷⁾	158,222	*	6,750	*
William E. Davis^(7)(10)	135,010	*	—	*
Maureen E. Lally-Green⁽⁷⁾	106,253	*	—	*
Bernard Lanigan, Jr.^(7)(12)	1,812,425	*	315,381	*
Ian McGuire⁽⁷⁾	35,385	*	—	*
William N. Thorndike, Jr.^(7)(11)	409,938	*	—	*
All current directors and executive officers as a group⁽¹³⁾	5,607,916	3.0%	49,893	*

	*	Indicates less than one percent (1%) ownership.
	(1)	As of March 9, 2020, there were 187,035,851 shares of CNX common stock outstanding and 89,799,224 common units of CNXM outstanding.

	(2)	Based on a Schedule 13G/A filed by Southeastern Asset Management, Inc. (“Southeastern”), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, Longleaf Partners Fund, an investment company registered under Section 8 of the Investment Company Act, Longleaf Partners Small-Cap Fund, a series of Longleaf Partners Funds Trust and an investment company registered under Section 8 of the Investment Company Act, and O. Mason Hawkins, Chairman of the Board of Southeastern, on February 14, 2020. Southeastern is deemed to be the beneficial owner of 51,035,484 shares and has sole voting power with respect to 16,743,554 shares, shared voting power with respect to 33,937,044 shares, no voting power with respect to 354,886 shares, sole dispositive power with respect to 21,196,392 shares, and shared dispositive power with respect to 29,839,092 shares. Longleaf Partners Fund is deemed to be the beneficial owner of 9,973,278 shares and has sole voting power with respect to 0 shares, shared voting power with respect to 9,973,278 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 9,973,278 shares. Longleaf Partners Small-Cap Fund is deemed to be the beneficial owner of 18,270,523 shares and has sole voting power with respect to 0 shares, shared voting power with respect to 18,270,523 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 18,270,523. O. Mason Hawkins is deemed to be the beneficial owner of 0 shares. For information regarding the Transaction, see “Compensation Discussion and Analysis-Equity Vesting (Pre-2019 Grants).”
	(3)	Based on a Schedule 13G/A filed by BlackRock, Inc. on February 4, 2020. BlackRock, Inc., as a parent holding company for a number of investment management subsidiaries, is deemed to be the beneficial owner of 22,043,383 shares and has sole voting power with respect to 21,539,596 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 22,043,383 shares and shared dispositive power with respect to 0 shares. The following subsidiaries of BlackRock, Inc. are investment advisors which hold shares of our common stock: BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Advisors (UK) Limited. BlackRock Fund Advisors beneficially owns 5% or greater of the outstanding shares of CNX common stock.
	(4)	Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) on February 12, 2020, Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 that furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries may possess voting and/or investment power over the securities of CNX that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of CNX held by the Funds. The Funds own all of the shares, and Dimensional disclaims beneficial ownership of such shares. Dimensional is deemed to be the beneficial owner of 15,680,238 shares and has sole voting power with respect to 15,518,957 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 15,680,238 shares and shared dispositive power with respect to 0 shares.
	(5)	Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 12, 2020, Vanguard is deemed to be the beneficial owner of 13,457,474 shares and has sole voting power with respect to 181,636 shares, shared voting power with respect to 28,955 shares, sole dispositive power with respect to 13,272,788 shares and shared dispositive power with respect to 184,686 shares.
	(6)	Based on a Schedule 13G filed by State Street Corporation (“State Street”) on February 14, 2020, State Street, as a parent holding company for a number of investment management subsidiaries, is deemed to be the beneficial owner of 11,063,641 shares and has sole voting power with respect to 0 shares, shared voting power with respect to 10,311,571 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 11,062,141 shares. The following subsidiaries of State Street are investment advisors which hold shares of our common stock: SSGA Funds Management, Inc., State Street Global Advisors Limited (UK), State Street Global Advisors Ltd (Canada), State Street Global Advisors Asia Ltd, State Street Global Advisors Singapore Ltd, State Street Global Advisors GmbH, and State Street Global Advisors Trust Company.
	(7)	Amounts include options that are currently exercisable or that may become exercisable within 60 days of March 9, 2020 (i.e., May 8, 2020) and shares underlying DSUs, RSUs and deferred RSUs that will or may be settled on or before May 8, 2020 as set forth below:

		Options	RSUs may	Deferred
	Total Option,	Exercisable	be settled	RSUs may be	DSUs may be
	DSUs, RSUs, and	within	within	settled within	settled within
	deferred RSUs	60 days	60 days	60 days	60 days
Nicholas J. DeIuliis	1,631,280	1,240,500	390,780	—	—
Donald W. Rush	9,944	9,944	—	—	—
Chad A. Griffith	10,136	10,136	—	—	—
Olayemi Akinkugbe	5,488	5,488	—	—	—
Andrea Passman	11,270	11,270	—	—	—
J. Palmer Clarkson	86,089	22,129	11,936	27,805	24,219
William E. Davis	115,954	43,439	—	72,515	—
Maureen E. Lally-Green	83,997	35,980	23,873	24,144	—
Bernard Lanigan, Jr.	138,363	69,910	—	51,874	16,579
Ian McGuire	35,385	—	22,822	—	12,563
William N. Thorndike, Jr.	237,576	105,159	—	116,255	16,162

	(8)	Includes 65,421 CNX shares and 5,699 CNXM common units held in trusts for his children.
	(9)	Information for Ms. Passman, who departed from CNX as of May 11, 2019, is as of such date.
	(10)	Mr. Davis is retiring from the Board effective as of the date of the Annual Meeting.
	(11)	Includes 35,000 CNX shares held in a trust for his children. In addition, as a result of Mr. Thorndike’s contractual arrangement with a third party who holds 100,000 shares of CNX common stock in a margin account, Mr. Thorndike may be deemed to have a beneficial interest with respect to 50,000 shares. Mr. Thorndike has indicated he will continue to use commercially reasonable efforts to pay down the margin account. By March 30, 2020, Mr. Thorndike intends to reduce the number of shares that are deemed to be held on margin to 17,500.
	(12)	Includes 20,600 CNX shares held by Mr. Lanigan, 24,270 CNXM common units held by Mr. Lanigan, 30,600 CNX shares held by the Lanigan Family Limited Partnership, of which Mr. Lanigan is one of the general partners, and 657,950 CNX shares and 36,200 CNXM common units held by limited liability companies, of which Mr. Lanigan is part owner of the managing member. These shares are currently held in a marginable account, but are on non-margin status. Also includes 964,912 shares of CNX common stock and 254,911 units of CNXM common units held in investment advisory accounts of clients of Southeast Asset Advisors, Inc., an investment advisor of which Mr. Lanigan serves as Chairman and Chief Executive Officer and disclaims beneficial ownership of such shares.
	(13)	Of the 5,607,916 CNX shares held by the directors and executive officers as a group, 1,553,954 represent options that are currently exercisable or that may become exercisable within 60 days of March 9, 2020 (i.e., May 8, 2020); 449,411 represent RSUs that may or will be settled on or before May 8, 2020; 292,593 represent deferred RSUs that may be settled on or before May 8, 2020; and 69,523 represent DSUs that may be settled on or before May 8, 2020.

•	(i) the director is, or has been within the previous three years, employed by CNX or its subsidiaries, or an immediate family member is, or has been within the previous three years, an executive officer of CNX or its subsidiaries; provided, that employment as an interim Chairman of the Board or CEO or other executive officer shall not disqualify a director from being considered independent following that employment;
•	(ii) the director or an immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from CNX or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); provided, that compensation received by a director for former service as an interim Chairman of the Board or CEO or other executive officer need not be considered in determining independence under this paragraph (ii) and provided further, that compensation received by an immediate family member for service as an employee of CNX or its subsidiaries (other than an executive officer) need not be considered in determining independence under this paragraph (ii);
•	(iii)(A) the director or an immediate family member is a current partner of the firm that is CNX’s or its subsidiaries’ internal auditor or external auditor (each an “Audit Firm”); (B) the director is a current employee of an Audit Firm; (C) the director has an immediate family member who is a current employee of an Audit Firm and who personally works on CNX’s or its subsidiaries’ audit or (D) the director or an immediate family member was, within the previous three years (but is no longer), a partner or employee of an Audit Firm and personally worked on CNX’s or its subsidiaries’ audit within that time;
•	(iv) the director or an immediate family member is, or has been within the previous three years, employed as an executive officer of another company where any of CNX’s or its subsidiaries’ present executive officers at the same time serves or served on such company’s compensation (or equivalent) committee of the board of directors; or
•	(v) the director is a current employee, or an immediate family member is an executive officer, of a company that has made payments to, or received payments from, CNX or its subsidiaries for property or services in an amount which, in any of the previous three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. For purposes of the foregoing, both the payments and the consolidated gross revenues to be measured shall be those reported in the last completed fiscal year;
•	(vi) for members of the Audit Committee only: other than in the capacity as a member of the Audit Committee, the Board or any other committee of the Board, the director (A) may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from CNX or its subsidiaries; provided that compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with CNX or its subsidiaries (provided that such compensation is not contingent in any way on continued service) or (B) is not an affiliated person of CNX or its subsidiaries; and
•	(vii) for members of the Compensation Committee only: other than in the capacity as a member of the Compensation Committee, Board, or any other committee of the Board, the Board will consider all factors specifically relevant to determining whether a director has a relationship to CNX or its subsidiaries which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to, (A) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by CNX or its subsidiaries to such director and (B) whether the director is affiliated with CNX or its subsidiaries or an affiliate of CNX or its subsidiaries.

Name	Position
Nicholas J. DeIuliis	President and Chief Executive Officer (“Chief Executive Officer” or “CEO”)
Donald W. Rush	Executive Vice President and Chief Financial Officer (“Chief Financial Officer”)
Chad A. Griffith	Executive Vice President and Chief Operating Officer (“Chief Operating Officer”)
Olayemi Akinkugbe	Executive Vice President and Chief Excellence Officer (“Chief Excellence Officer”)
Andrea Passman*	Former Senior Vice President of Engineering and Operations (“Former SVP”)

What We Do		What We Don’t Do
•	Pay for Performance. A substantial portion of our named executives’ compensation is at-risk and a majority is dependent upon the performance of our stock price.	•	No Hedging or Pledging of CNX Securities. Directors, officers and employees are generally prohibited from engaging in hedging or pledging transactions with respect to our securities.
•	Meaningful Stock Retention Requirements. We maintain robust stock retention requirements that align the interests of our executive officers with those of our shareholders.	•	No Employment Agreements with Named Executives. We do not have employment agreements with any of our named executives.
•	Mix of Performance Metrics. We rely on a mix of financial and non-financial goals for performance-based awards to prevent over-emphasis on any single metric.	•	No Repricing or Replacing of Underwater Stock Options. The Equity Incentive Plan prohibits repricing or replacing underwater stock options without shareholder approval.
•	Independent Compensation Committee. Each member of the Compensation Committee meets the independence requirements under SEC rules and NYSE listing standards.	•	No Excessive Risk-Taking. We conducted a risk assessment and concluded that our compensation policies do not encourage excessive or unnecessary risk-taking.
•	Clawback Policy. We maintain a clawback policy that provides the Compensation Committee with the discretion to seek recovery of certain previously-paid incentive awards under certain circumstances.	•	Prohibited Tax Gross-Ups for Named Executives. Our policy prohibits tax gross-ups for our named executives (except for Mr. DeIuliis’ change in control agreement, which was entered into prior to 2009).

CNX Response
•	Volunteered to Reduce CEO Compensation. Our CEO voluntarily agreed to a 2019 target equity compensation decrease of $1 million and an additional $0.5 million decrease for 2020 target equity compensation, for a total reduction of $1.5 million.
•	Eliminated Accelerated Vesting Term from CEO Awards. For our CEO’s 2019 PSU award, we replaced the prior accelerated vesting feature with a retirement provision in his equity awards.
•	Streamlined our TSR Peer Group. For the 2019 PSU program, CNX determined to use a more relevant, targeted group of E&P companies in the Appalachian Basin for purposes of measuring the TSR metric (i.e., Antero Resources Corporation, Cabot Oil & Gas Corporation, EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Company).
•	Eliminated STIC Carryover Concept. The Board agreed to eliminate any carryover feature from year to year in its STIC programs.

•	The CEO’s target total direct compensation (i.e., base salary, target STIC and target LTIC) decreased by $1 million from 2018 to 2019 and, by another $500,000 from 2019 to 2020.
•	In the aggregate, reduced target total direct compensation to named executives by $2.3 million (2019 named executives as compared to 2018 named executives). With respect to actual compensation at year-end (salary and STIC paid for the year, together with LTIC grants held at year-end using FASB ASC Topic 718 valuation), CNX reduced compensation to named executives by approximately $4.5 million (2019 named executives as compared to 2018 named executives).
•	Designed the CEO’s compensation with over 88% being at-risk and/or tied to stock price;
•	Designed the 2019 STIC to be focused on Adjusted EBITDAX per share and individual strategic for the executive team so that our executives were focused on maximizing performance;
•	Maintained the essential components of the LTIC in 2019 to continue to focus on, and reward executives for, the achievement of stock price appreciation goals, including time-based vesting of RSUs over a three-year period and vesting of PSUs over a five-year period based on the achievement of absolute and relative stock price goals;
•	Achieved PSU vesting between target and maximum performance levels (132.4%) with respect to the 2019 tranche of the 2016 PSUs, the 2019 tranches of the 2017 PSUs and the 2018 PSUs were not earned, and the 2019 tranche of the 2019 PSUs was earned at a target performance level (100%). The performance of the PSU programs aligns with our shareholders’ interests and our stock performance;
•	Continued competitive stock ownership guidelines and long-term retention requirements for equity awards; and
•	No employment agreements between CNX and named executives.

Compensation Element	Form of Compensation	Performance Criteria/Formula	Purpose
CNXM Phantom Units	• 2019 Phantom Units (vesting 1/3 per year for three years)	• Phantom Units have time-based vesting	To incentivize management members who have significant responsibilities for CNXM.

Other Agreements and Benefits (page 47)	• Retirement Benefits • Change in Control Severance Agreements (“CIC Agreements”)		To attract and retain key management members and for CIC Agreements, to motivate executives to take actions that are in the best interests of CNX.

Perquisites (page 49)	Examples of our Perquisites include: • Vehicle Allowance • Occasional Event Tickets		To provide a competitive compensation package.

Named Executive	Salaries at Year-End 2018	Salaries at Year-End 2019
Nicholas J. DeIuliis (Chief Executive Officer)	$ 800,000	$ 800,000
Donald W. Rush (Chief Financial Officer)	$ 435,969	$ 440,000
Chad A. Griffith (Chief Operating Officer)	$ 250,000	$ 325,000
Olayemi Akinkugbe (Chief Excellence Officer)	$ 208,000	$ 250,000

Adjusted EBITDAX/Share	Performance Level	EBITDAX Score
$5.23/share	Maximum	200%
(based on $1,055M Adjusted EBITDAX)
$4.84/share	Target	100%
(based on $975M Adjusted EBITDAX)
$4.72/share	Threshold	70%
(based on $951M Adjusted EBITDAX)

Quantitative Measures	Performance Results
Achieve a Cash Return on PP&E Invested (Cash Return/Average Gross PP&E (Property, Plant & Equipment)) of 10%⁽¹⁾	Achieved Cash Return on PP&E Invested of 10%
Stock buyback activity	Achieved 12.9 million shares repurchased, rendering a rate of return of more than 25%.
Increase NAV per share by 10% by year-end 2019 (without regard to changes in commodity pricing), as determined using consistent NAV per share methodology.	We remain committed to maximizing NAV per share and staying focused on creating and protecting the Company’s long-term value. CNX has effectively done this by creating a strong balance sheet with manageable debt maturities, building a hedge book that protects our margins, and embedding flexibility in our development plan in order to adjust activity levels up and down as market conditions dictate. Additionally, in light of the increasingly deteriorating market conditions during 2019, CNX prioritized the generation of free cash flow by reducing the pace of our development plan and implementing various cost savings programs for capital spending, operating expenses, and SG&A (including organizational changes that are expected to reduce SG&A cash spend in 2020 by approximately $30 million⁽²⁾when compared to 2018). This flexibility, coupled with the increasingly volatile gas markets and industry outlook, makes NAV difficult to measure and calculate at any given point in time. The decisions we made in 2019 are expected to maximize CNX’s NAV per share in the long-term.

Qualitative Measures	Performance Results
Assist operations team in achieving their performance metrics of completions efficiency (Marcellus Shale and Utica Shale), drilling efficiency (Marcellus Shale and Utica Shale), and Safety and Environmental.	Achieved by: • Improved cycle times, reduced costs, and minimized environmental footprint. • Reduced Marcellus drilling costs per lateral foot by 13% and increased Marcellus lateral lengths by 33%. • Improved drilling efficiency by over 100% since last Southwestern Pennsylvania (“SWPA”) Utica well was drilled in 2017. • Improved SWPA Utica frac efficiency 131% year-over-year and improved Marcellus efficiency 14% year-over-year. • Introduced casings in Marcellus wells to reduce risk and enhance safety. • Notice of Violations decreased from 47 in 2018 to 46 in 2019. • No safety violations in 2019 as designated by federal and state regulations.
At least 25% of all new hires will be diverse (that is, women and minorities) and at least 25% of all candidates interviewed will be diverse.	Achieved 32% diversity with all new hires and approximately 25% of all candidates interviewed were diverse.

(1)	See Appendix A for non-GAAP reconciliation.
(2)	See Appendix A for information regarding SG&A cash spend.

Named Executive	Target Opportunity Percentages (% of Base Salary)			Target Payout Opportunity		EBITDAX Payout		Individual Performance Payout		Total Payout
Nicholas J. DeIuliis (Chief Executive Officer)		120	%	$	960,000	$	1,824,000	$	384,000	$	2,208,000
Donald W. Rush (Chief Financial Officer)		60	%	$	264,000	$	501,600	$	105,600	$	607,200
Chad A. Griffith (Chief Operating Officer)		60	%	$	195,000	$	370,500	$	78,000	$	448,500
Olayemi Akinkugbe (Chief Excellence Officer)		60	%	$	150,000	$	285,000	$	60,000	$	345,000

	•	2016 PSU Program, 2017 PSU Program and 2018 PSU Program: TSR relative to the S&P 500 (measured by comparing CNX’s average closing stock price per share for the 10 days ended December 31, 2019 and the companies in the S&P 500 as of that same date against their average closing stock price per share for the 10 days ended on December 31^stof the year prior to the grant date; dividends are included).
	•	2019 PSU Program: TSR relative to a peer group of six gas companies set forth under “Changes to 2019 Compensation Programs” herein (the “TSR Peer Group”) (measured by comparing CNX’s average closing stock price per share for the 10 days ended December 31, 2019 and the companies in the TSR Peer Group as of that same date against their average closing stock price per share for the 10 days ended December 31^stof the year prior to the grant date; dividends are included).

(1)	Straight line interpolation between performance levels.
(2)	After reviewing the Corporation’s prior stock price performance and consideration of the Corporation’s business plan, the Compensation Committee considered the stock price goals applicable to the remaining tranches of the PSU awards as confidential and challenging, but attainable.

Named Executive	Aggregate Dollar Value of 2019 PSU Awards
Nicholas J. DeIuliis (Chief Executive Officer)	$	2,750,000
Donald W. Rush (Chief Financial Officer)	$	748,000
Chad A. Griffith (Chief Operating Officer)	$	171,875
Olayemi Akinkugbe (Chief Excellence Officer)	$	60,500

PSU Program	Performance Metric	Results	Units Earned		Weighting		Total Units Earned (2019 Tranche Only)
2016 PSU Program	Relative TSR	35.3^rdpercentile	64.7	%	50	%	132.4%
2016 PSU Program	Absolute Stock Price	$8.64 (compared to maximum performance of $8.58)	200.0	%	50	%	132.4%
2017 PSU Program	Relative TSR	6.0^thpercentile	0.0	%	50	%	0.0%
2017 PSU Program	Absolute Stock Price	$8.64 (compared to threshold performance of $19.73)	0.0	%	50	%	0.0%
2018 PSU Program	Relative TSR	4.8^thpercentile	0.0	%	50	%	0.0%
2018 PSU Program	Absolute Stock Price	$8.64 (compared to threshold performance of $16.10)	0.0	%	50	%	0.0%
2019 PSU Program	Relative TSR	83.3^rdpercentile	200.0	%	50	%	100.0%
2019 PSU Program	Absolute Stock Price	$8.64 (compared to threshold performance of $13.79)	0.0	%	50	%	100.0%