Core Natural Resources, Inc PRE 14A, filed Mar 16, 2020

Core Natural Resources, Inc. (CNR)

PRE 14A 2020-03-16 For: 2020-05-08

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DATE:	May 8, 2020
TIME:	8:00 a.m. Eastern Time
PLACE:	Hyatt Regency Pittsburgh International Airport* Earhart Room (CD) 1111 Airport Boulevard Pittsburgh, Pennsylvania 15231
AGENDA:	1.	Elect two Class III directors for a one-year term;
	2.	Ratify the appointment of Ernst & Young LLP as CEIX’s independent registered public accounting firm for the fiscal year ending December 31, 2020;
	3.	Approve, on an advisory basis, the compensation paid to our named executive officers in 2019, as reported in this Proxy Statement;
	4.	Approve the CEIX 2020 Omnibus Performance Incentive Plan;
	5.	Approve amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate the supermajority vote requirements for the removal of directors after our board is declassified; and
	6.	Transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.
RECORD DATE:	By resolution of the Board of Directors, we have fixed the close of business on March 11, 2020 as the record date for determining the stockholders of CEIX entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.


Proxy Summary			1

Information About the Annual Meeting			6

Proposal No. 1—Election of Class III Directors			11
Biographies of Class III Director Nominees			12
Biographies of Continuing Class II Directors			13
Biographies of Continuing Class I Directors			14

Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm			15

Audit Committee and Audit Fees			16
Audit Committee Report			16
Independent Registered Public Accounting Firm			17

Proposal No. 3—Advisory Approval of Executive Compensation			18

Proposal No. 4—Approval of the CEIX 2020 Omnibus Performance Incentive Plan			19

Proposal No. 5—Approval of Amendments to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Vote Requirements after our Board is Declassified			28

Executive Officers			30

Executive Compensation Information			32
Compensation Discussion and Analysis			32
Compensation Committee Report			45
Summary Compensation Table			46
Grants of Plan-Based Awards—2019			47


Understanding Our Summary Compensation and Grants of Plan-Based Awards Tables			48
Outstanding Equity Awards at Fiscal Year-End for CEIX—2019			49
Option Exercises and Stock Vested Table—2019			50
Pension Benefits Table—2019			51
Understanding Our Pension Benefits Table			51
Potential Payments Upon Termination or Change in Control Tables			53
Understanding Our Change in Control and Employment Termination Tables and Information			56
Human Capital Management			61
Pay Ratio Disclosure			61

Board of Directors and Compensation Information			62
Board of Directors and its Committees			62
Director Compensation Table—2019			69
Understanding Our Director Compensation Table			70

Beneficial Ownership of Securities			71
Delinquent Section 16(a) Reports			73

Related Person Transaction Policy and Procedures and Related Person Transactions			74

Additional Matters			77

Appendix A—Reconciliation of Non-GAAP Measures			A-1

Appendix B—2020 Omnibus Performance Incentive Plan (as amended and restated)			B-1

Appendix C—Certificate of Amendment to Amended and Restated Certificate of Incorporation			C-1


Item	Proposal	Board Recommendation	Page
1	Election of Class III Directors	FOR EACH NOMINEE	11
	The election of two Class III director nominees, each to be elected for a one-year term ending in 2021.	FOR EACH NOMINEE	11
2	Ratification of Appointment of Ernst & Young LLP	FOR	15
	The Audit Committee appointed Ernst & Young LLP as CEIX’s independent registered public accounting firm for fiscal year 2020. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s appointment of the independent registered public accounting firm.	FOR	15
3	Advisory Approval of 2019 Named Executive Officers’ Compensation Stockholders are being asked to approve, on an advisory basis, the compensation paid to CEIX’s named executive officers in 2019. CEIX’s executive compensation programs are designed to create a direct linkage between stockholder interests and management with incentives specifically tailored to the achievement of financial, operational and stock performance goals.	FOR	18
4	Approval of the CEIX 2020 Omnibus Performance Incentive Plan Stockholders are being asked to approve an amendment and restatement of CEIX’s Omnibus Performance Incentive Plan. As amended and restated, the CEIX 2020 Omnibus Performance Incentive Plan will increase the number of authorized shares under the plan and make certain other changes to reflect best practices and current applicable law.	FOR	19
5	Approval of Amendments to our Certificate of Incorporation to Eliminate Supermajority Vote Requirements After our Board is Declassified Stockholders are being asked to approve amendments to CEIX’s Certificate of Incorporation, which amend Article VI, Section 6.2(c) and Article XI. Specifically, stockholders are being asked to approve the following changes to our Certificate of Incorporation: • amend Article VI, Section 6.2(c) to permit the removal of our directors with the vote of the holders of a majority of our outstanding shares of capital stock at any point on or after the date of our Annual Meeting in 2022; and • amend Article XI to permit amendments to Section 6.2 of Article VI with the vote of such number of shares of our capital stock as are required by Delaware law at any point on or after the date of our Annual Meeting in 2022.	FOR	28


AC		Audit Committee
CC		Compensation Committee
HSE		Health, Safety and Environmental Committee


NCG		Nominating and Corporate Governance Committee
†		Chair of the Board
††		Committee Chair


Independent Compensation Consultant		Continued use by our Compensation Committee of an independent compensation consultant that reports directly to the Compensation Committee.
Say on Pay Results		Over 99% of the shares voted at our 2019 Annual Meeting of Stockholders approved our executive compensation program.
Compensation Program Design		Designed an overall compensation program with 85.3% of compensation for named executive officers contingent on performance goals, reinforcing our pay-for-performance culture, which aligns risk-taking with sustainability and the long-term financial health of our company.
STIC Annual Performance		While performance metrics under our 2019 annual plan were not met, our Compensation Committee authorized discretionary annual incentive payouts based on adjusted goals due to economic circumstances beyond the control of our named executive officers resulting in below target payouts.
LTIC Performance-Based Restricted Stock Unit Awards (“PSUs”)		Met threshold performance, and exceeded target performance level for 2019 resulting in the vesting of PSUs granted to the named executive officers under the 2018 and 2016 LTIC programs.
Pay Ratio Results		Determined the ratio of the total annual compensation of our Chief Executive Officer (sometimes referred to as “CEO”), as compared to the total annual compensation of our median employee to be 53.3:1.
Board Size and Director Compensation		Maintained Board size and non-employee director compensation at current levels with no increases since the inception of the company in 2017.
Governance Practices		Continued adherence to good governance practices, including but not limited to anti-hedging, recoupment, compensation risk assessment, and stock ownership/holding and equity grant practices.


Item	Proposal	Board Recommendation	Vote Required
1	Election of Class III Directors Election of two Class III director nominees, each for a one-year term ending in 2021.	FOR EACH NOMINEE	Plurality of the votes cast. Under this plurality vote standard, the director nominees who receive the highest number of “for” votes cast are elected as directors. Under our bylaws, if a director nominee does not receive a majority of the votes cast in favor of his or her election, then the director must tender his or her resignation to the Board.
2	Ratification of Appointment of Ernst & Young LLP The Audit Committee appointed Ernst & Young LLP as CEIX’s independent registered public accounting firm for fiscal year 2020. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s appointment of the independent registered public accounting firm.	FOR	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.
3	Advisory Approval of 2019 Named Executive Officers’ Compensation Stockholders are being asked to approve, on an advisory basis, the compensation paid to CEIX’s named executive officers in 2019. CEIX’s executive compensation programs are designed to create a direct linkage between stockholder interests and management with incentives specifically tailored to the achievement of financial, operational and stock performance goals.	FOR	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.
4	Approval of the CEIX 2020 Omnibus Performance Incentive Plan Stockholders are being asked to approve an amendment and restatement of CEIX’s Omnibus Performance Incentive Plan. As amended and restated, the CEIX 2020 Omnibus Performance Incentive Plan will increase the number of authorized shares under the plan and make certain other changes to reflect best practices and current applicable law.	FOR	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.
5	Approval of Amendments to our Certificate of Incorporation to Eliminate Supermajority Vote Requirements After our Board is Declassified Stockholders are being asked to approve amendments to CEIX’s Certificate of Incorporation, which amend Article VI, Section 6.2(c) and Article XI. Specifically, stockholders are being asked to approve the following changes to our Certificate of Incorporation: • amend Article VI, Section 6.2(c) to permit the removal of our directors with the vote of the holders of a majority of our outstanding shares of capital stock at any point on or after the date of our Annual Meeting in 2022; and • amend Article XI to permit amendments to Section 6.2 of Article VI with the vote of such number of shares of our capital stock as are required by Delaware law at any point on or after the date of our Annual Meeting in 2022.	FOR	Affirmative vote of the holders of at least three quarters (75%) of the voting power of all of the outstanding shares of CEIX’s Common Stock.


	2019 (E&Y Fees)			2018 (E&Y Fees)
Audit Fees		$	1,396,200		$	1,333,600
Audit-Related Fees		$	—		$	540,000
Tax Fees		$	—		$	—
All Other Fees		$	7,200		$	7,200

Total		$	1,403,400		$	1,880,800


		(a) Incremental share request subject to stockholder approval				2,350,000



		(b) Shares underlying outstanding awards of restricted shares/stock-settled restricted stock units under equity plan				2,001,272



		(d) Shares currently available for future issuance under all equity plans				22,091



		(e) Total shares authorized for, or outstanding under, Equity awards (a + b + c + d)				4,373,363



Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders as of December 31, 2019		646,601	⁽¹⁾		—		1,340,198
Equity compensation plans not approved by security holders		—			—		—
Total		646,601	⁽¹⁾		—		1,340,198


Name	Age	Executive Since	Position
James A. Brock	63	2017	President and Chief Executive Officer
Miteshkumar B. Thakkar	41	2020	Interim Chief Financial Officer
James J. McCaffrey	63	2017	Chief Commercial Officer
John M. Rothka	42	2017	Chief Accounting Officer
Kurt R. Salvatori	50	2017	Chief Administrative Officer
Martha A. Wiegand	49	2017	General Counsel and Secretary


		John M. Rothka Mr. Rothka has served as our Chief Accounting Officer since November 22, 2017. Mr. Rothka also serves as the Chief Accounting Officer of the general partner of CONSOL Coal Resources LP, a position he has held since August 2, 2017. Prior to his appointment as the Chief Accounting Officer of the general partner of CONSOL Coal Resources LP and beginning in July 2015, Mr. Rothka served as the Controller of the general partner. Mr. Rothka joined the Accounting Department of CNX in September 2005, where he served in positions of increasing responsibility, and was promoted to Senior Manager in February 2012, a position he served in until July 2015. Prior to joining CNX, Mr. Rothka began his professional career at the accounting firm of Aronson LLC, where he served from September 1999 to November 2002, before joining Deloitte from November 2002 to September 2005, where he held several positions of increasing responsibility in the audit and assurance groups. Mr. Rothka is a certified public accountant.
		Kurt R. Salvatori Mr. Salvatori has served as our Chief Administrative Officer since July 10, 2017. Mr. Salvatori has also served as Vice President- Administration of CONSOL Pennsylvania Coal Company since January 1, 2017. Previously, Mr. Salvatori served as Vice President Shared Services for CNX from July 2016 to December 2017, and prior to that as Vice President Human Resources for CNX from September 2011 to June 2016. Mr. Salvatori joined CNX in April 1992 and held numerous positions at CNX and CNX Gas Corporation, including Director of Human Resources from April 2006 to September 2011, Manager of Human Resources from January 2005 to April 2006, and Supervisor of Retirement and Investment Plans from April 2002 to January 2005. Active in non-profit organizations, Mr. Salvatori served as a trustee of the Washington County Community Foundation from 2010 through June 2019 and as a trustee of the Monongahela Health System since 2014. Mr. Salvatori has also served as chairman of the CONSOL Energy Political Action Committee (PAC) since 2017. In 2019, Mr. Salvatori became a trustee of the newly founded CONSOL Cares Foundation.
		Martha A. Wiegand Ms. Wiegand has served as our General Counsel and Secretary since July 10, 2017. Ms. Wiegand has also served as General Counsel and Secretary of the general partner of CONSOL Coal Resources LP since March 16, 2015, and as a member of the Board of Directors of the general partner since January 2, 2020. Ms. Wiegand joined the legal department of CNX in December 2008 as Senior Counsel and was promoted to Associate General Counsel of CNX effective in 2012, where she was responsible for a variety of legal matters, including coal and natural gas marketing and transportation, labor and employment, financing arrangements and certain corporate transactions. Prior to joining CNX, Ms. Wiegand worked for approximately 10 years for several large Pittsburgh-based law firms, where she handled financing and corporate transactions for clients in the banking and energy industries, among others. She is licensed to practice law in Pennsylvania and New Jersey and is a member of the American Bar Association, the Pennsylvania Bar Association and the Energy & Mineral Law Foundation. Ms. Wiegand has also served on the American Coalition for Clean Coal Electricity (ACCCE) Strategy & Policy Committee since 2018 and on the Board of Trustees of the Energy & Mineral Law Foundation since 2019. She also served on the Committee of Unsecured Creditors in the Westmoreland Coal Company bankruptcy.




		Our Named Executive Officers (NEOs)			33

		Executive Summary			33

		Say-on–Pay Vote			35

		CEIX Executive Compensation Policies and Practices			35

		CEIX Executive Compensation Philosophy			36

		2019 Compensation Overview			36

		Elements of Total 2019 Compensation Program			36
		Pay Mix			37
		Our Compensation Committee and Management Roles			37
		CEIX Compensation Consultant			37

		2019 Compensation Actions and Programs in Effect			38

		Increase in 2019 Base Salaries, 2019 STIC and LTIC Targets			38
		2019 Peer Group			38
		2019 Short-Term Incentive Compensation (STIC)			38
		2019 Performance Highlights of Our NEOs			40
		2019 Long-Term Incentive Compensation (LTIC)			40
		2019 to 2021 Payout for 2019 Tranche			41
		2018 to 2020 for 2019 Tranche			42
		Our Former Parent Long-Term Incentive Compensation Programs			42
		Former Parent 2016 to 2020 LTIC Payout			42
		Change in Control and CEO Employment Agreements			43
		Retirement Benefit Plans			43

		Governance Policies			44

		Clawback Policy			44
		Stock Ownership Guidelines/Holding Requirements for NEOs			44
		No Hedging/Pledging Policy			45
		Equity Grant Practices Policy			45
		Perquisites			45
		Tax, Accounting and Regulatory Considerations			45
		Compensation Risk Assessment			45


		James A. Brock
		President and Chief Executive Officer
		James J. McCaffrey
		Chief Commercial Officer
		Martha A. Wiegand
		General Counsel and Secretary
		Kurt R. Salvatori
		Chief Administrative Officer


Name		Title

James A. Brock		President and Chief Executive Officer

James J. McCaffrey		Chief Commercial Officer

Martha A. Wiegand		General Counsel and Secretary

Kurt R. Salvatori		Chief Administrative Officer

David M. Khani*		Former Executive Vice President, Chief Financial Officer and Treasurer


HOW DID WE PERFORM?	✓	— Strengthened CEIX balance sheet by making net payments toward debt of nearly $184 million in 2019
	✓	— Repurchased $32.7 million of CEIX Stock resulting in capital return to CEIX Stockholders
	✓	— Completed debt refinancing and extended maturities which reduced CEIX projected interest expense by approximately $4.2 million per year
	✓	— Met the threshold performance level for 2018 LTIC and exceeded the target performance level for 2016 LTIC with respect to pre-established performance metrics associated with our 2016 and 2018 performance-based long-term incentive programs**
	✓	— Failed to meet the pre-established performance-metrics of our 2019 annual incentive plan for operating margin and free cash flow targets**
	✓	— Achieved 2019 adjusted EBITDA* and coal sales volume consistent with publicly announced guidance ranges despite commodity price volatility
q
WHAT DID WE CHANGE FOR 2019?	✓	— Authorized discretionary annual incentive payouts at below target levels to each of our NEOs based on adjusted corporate goals due to economic circumstances and market conditions beyond the control of our executives
	✓	— Adjusted base salaries for four of our NEOs to reflect results of competitive compensation peer group data, general industry and internal pay equity of our NEOs
	✓	— Adjusted annual and long-term incentive targets for certain NEOs to reflect results of competitive compensation peer group data, general industry and internal pay equity of our NEOs


WHAT DID WE CHANGE FOR 2019?	✓	— Implemented performance-based annual and long-term variable incentive compensation with goals tied to the achievement of operating margin and free cash flow annual targets, as well as relative total stockholder return and free cash flow long-term targets for our NEOs
WHAT DID WE CHANGE FOR 2019?	✓	— Reviewed and approved adjustments in our peer group
q
HOW DO WE DETERMINE PAY?	✓	— Design competitive pay programs to reward executives for positive company pre-established financial and operational goals, mitigate material risks and align with stockholder interests’ equity-based long-term incentive awards
	✓	— Establish pay levels commensurate with performance and the need to retain high-quality talent, as well as to preserve internal equity among new NEOs
	✓	— Consider many factors, including the advice of our Compensation Committee’s independent compensation consultant, internal pay equity among executives and the alignment of total pay opportunity and pay outcomes with performance and external competitive market data relating to our peer group and general industry
q
HOW DID WE PAY OUR NEOS?	✓	— Base salaries reflected each NEO’s role, responsibility, experience and market conditions
	✓	— Discretionary payout under our 2019 STIC due to unprecedented economic conditions beyond the control of our NEOs to reward for strong corporate performance, and to retain our key executives
	✓	— Vesting under two of our long-term programs aligned with performance of our stock as compared to our peers
	✓	— Long-term equity incentives granted at target levels delivered through a mix of performance-based restricted stock units (“PSUs”) (60%) and time-based restricted stock units (“RSUs”) (40%)
	✓	— No off-cycle equity awards or material perquisites for any of our NEOs
q
HOW DO WE ADDRESS RISK AND GOVERNANCE?	✓	— Provide an appropriate balance of short and long-term compensation with payouts based on the company’s achievement of pre-established financial and operational goals, including a focus on sustainability, environmental compliance and safety
	✓	— Follow practices that promote good governance and serve the interests of our stockholders, with threshold and maximum payout caps for annual cash incentives and long-term performance awards, and policies on clawbacks, anti-pledging, anti-hedging, insider trading, stock ownership and equity grant practices
	✓	— Solicit “say-on-pay” stockholder vote annually at stockholder meeting
	✓	— Conducts an annual risk assessment of our compensation policies and practices through our Compensation Committee, with the assistance of an independent compensation consultant
	✓	— Review our compensation program and practices with an independent compensation consultant that reports directly to our Compensation Committee


q
WHY YOU SHOULD APPROVE THE SAY-ON-PAY PROPOSAL	✓	— Fiscal 2019 performance continued to support long-term stockholder value
	✓	— Fiscal 2019 annual and long-term incentive payouts for our NEOs aligned with company performance
	✓	— Our pay program is aligned with stockholder interests, emphasizing achievement of strategic objectives both annually and over the long term
	✓	— Our pay practices are tied to robust risk management and corporate governance principles


WHAT WE DO		WHAT WE DON’T DO
✓ Pay for Performance ✓ Meaningful Stock Ownership/Holding Requirements ✓ Anti-Hedging Policy ✓ Assess Compensation Risk		No Excessive Perquisites No Income Tax Gross Ups No Backdating of Stock Options No Repricing of Stock Options (without stockholder approval)
✓ Equity Grant Practices Policy		No Discounting of Stock Options
✓ Clawback Provisions in All Incentive Awards
✓ Double Trigger Cash Change in Control Provisions
✓ Independent Compensation Consultant



Compensation Element	Form of Compensation	Purpose

Base Salary	Cash	Provides fixed compensation element necessary to attract and retain key executives

2019 Short-Term Incentive Compensation (“STIC”)	Cash	Motivates NEOs to work towards achievement of key operational and financial goals, including a focus on sustainability, environmental compliance, safety, profitability and balance sheet strength

2019 Long-Term Incentive Compensation (“LTIC”)	Equity: Performance-based restricted stock units that vest ratably over 3 years based on pre-established performance goals Equity: Service-based restricted stock units that vest ratably over 3-year period	Performance goals tied to relative total stockholder return and free cash flow promote investor alignment through ownership consistent with peer group practices

Change in Control and Non CIC Severance Agreements	Cash severance including post-termination benefits	Attracts and retains NEOs, provides competitive benefits and ensures NEOs remain focused to act in best interest of company if faced with significant strategic event

Retirement Benefits	Active qualified 401(k) savings plan with company matching and discretionary contributions	Broad-based plan that provides income security through employee and company contributions for all participants including NEOs



Name of Executive	2018 Base Salary		2019 Base Salary		2018 STIC			2019 STIC			2018 LTIC			2019 LTIC

Mr. Brock		$650,000		$810,000		110	%		150	%		350	%		430	%

Mr. McCaffrey		$389,500		$400,000		50	%		50	%		128	%		150	%

Ms. Wiegand		$300,000		$350,000		50	%		60	%		42	%		114	%

Mr. Salvatori		$270,000		$300,000		50	%		50	%		46	%		83	%


Alliance Resources Partners, L.P.		Louisiana-Pacific Corporation
Arch Coal, Inc.		Natural Resources Partners L.P.
Cleveland-Cliffs Inc.		Peabody Energy Corporation
Compass Minerals International, Inc.		SunCoke Energy, Inc.
Contura Energy, Inc.		Warrior Met Coal, Inc.
Hallador Energy Company



Performance Goals	Operating Margin		Free Cash Flow

Threshold (50%)		$15.59 Per Ton		$ 88 million

Target (100%)		$16.69 Per Ton		$120 million

Maximum (200%)		$18.27 Per Ton		$166 million


NEO	2019 Target Opportunity Percentages (% of Base Salary)			2019 Target Payout Opportunity		2019 STIC Payout Formulaic Score (% of Opportunity)			2019 STIC Payout Adjusted Score (% of Opportunity)			2019 Actual Adjusted Payout
Mr. Brock		150	%		$1,215,000		—	%		98.7	%		$1,199,813
Mr. McCaffrey		50	%		$ 200,000		—	%		98.7	%		$ 195,000
Ms. Wiegand		60	%		$ 210,000		—	%		93.7	%		$ 196,875
Mr. Salvatori		50	%		$ 150,000		—	%		82.5	%		$ 123,750



NEO	2018 STIC Payout Score (% of Opportunity)			2018 Actual Payout		2017 STIC Payout Score (% of Opportunity			2017 Actual Payout
Mr. Brock		200	%		$1,430,000		197.7	%		$540,042
Mr. McCaffrey		200	%		$ 389,500		197.7	%		$385,021
Ms. Wiegand		200	%		$ 300,000		197.7	%		$139,379
Mr. Salvatori		197.5	%		$ 266,625		197.7	%		$166,760



Form of 2019 LTIC	Weight	Performance Goal and Vesting Period

Performance-Based Restricted Stock Units (PSUs)	60%	Performance Goals - 50% Relative TSR of XME Metals & Mining Index - 50% Free Cash Flow Ratable vesting over three-year performance period

Service-Based Restricted Stock Units (RSUs)	40%	Ratable vesting over three-year service period



Named Executive Officer	PSU Target Grant ($)			RSU Target Grant ($)

Mr. Brock		$	2,380,687		$	1,393,200

Mr. McCaffrey		$	410,099		$	240,000

Ms. Wiegand		$	273,371		$	160,000

Mr. Salvatori		$	170,876		$	100,000



Performance Metric	Performance Results	Target Units Earned (%)		Weighting (%)		Total Units Earned (%)
Relative TSR	7^th Percentile		—		50%		—
Free Cash Flow*	$65 million		196%		50%		98%



Named Executive Officer	2019 PSU Tranche (at target)		Target Payout (%)			Payout Amounts (# of shares)
Mr. Brock		14,361		49	%		7,038
Mr. McCaffrey		3,155		49	%		1,547
Ms. Wiegand		788		49	%		387
Mr. Salvatori		788		49	%		387