CNR 8-K
Core Natural Resources, Inc. (CNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 2.02 | Results of Operations and Financial Condition. |
The response to Item 7.01 is incorporated herein by reference to this Item 2.02.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
CONSOL Energy Inc. (the “Company,” “we,” “us,” “our”) issued a press release on January 23, 2023, announcing that on January 19, 2023, the Board of Directors of the Company appointed Mitesh Thakkar, age 44, to the position of President and Chief Financial Officer. Mr. Thakkar has served as the Company’s Chief Financial Officer since June 15, 2020, and was the interim Chief Financial Officer from January 1 to June 15, 2020. Mr. Thakkar also served as the interim Chief Financial Officer of the Company’s subsidiary, CONSOL Coal Resources GP LLC (the “General Partner”) from January 1, 2020 and was appointed by the Board of Directors of the General Partner to be its Chief Financial Officer on June 15, 2020. In addition to his current responsibilities as the Company’s Chief Financial Officer, Mr. Thakkar will also be responsible for Strategy and Business Development, Environment and Sustainability, and Sales and Marketing. Mr. Thakkar will continue to report to Mr. Brock, the Company’s Chief Executive Officer, in his new role.
In connection with Mr. Thakkar’s appointment as the Company’s President in addition to his role as Chief Financial Officer, based on a recommendation and market benchmark data prepared by Mercer, the Company’s Compensation Committee approved a new compensation package for Mr. Thakkar to increase his base salary by $115,000 to $600,000, his target short-term incentive compensation opportunity by $309,000 to $600,000, and his long-term incentive compensation opportunity by $472,500 to $1,200,000. The combined effect of these increases results in an increase in his revised target total direct compensation opportunity by $896,500 to $2,400,000, a majority of which is performance-based.
There is no arrangement or understanding, between Mr. Thakkar and any other person pursuant to which Mr. Thakkar has been appointed as President of the Company, and there is no family relationship between Mr. Thakkar and any of the Company’s directors or executive officers. Mr. Thakkar has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD |
The Company’s press release on January 23, 2023, also included disclosure of a financial accomplishment achieved during the fourth quarter of 2022, indicating that the Company’s outstanding net debt has been reduced by 83% at the end of fourth quarter of 2022 since the end of the fourth quarter of 2019. The Company also announced that the Company’s board has approved capital expenditures of $28 million for 2023-2026, including $9.5 million in 2023, to advance the Company’s sustainability goals by mitigating methane emissions from the Company’s mines. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 99.1 | Press release of CONSOL Energy Inc. dated January 23, 2023 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSOL ENERGY INC. | ||
| By: | /s/ Martha A. Wiegand | |
| Martha A. Wiegand | ||
| General Counsel and Secretary | ||
Dated: January 23, 2023
Exhibit 99.1
CONSOL Energy Appoints Mitesh B. Thakkar as President and Chief Financial Officer
CANONSBURG, PA (January 23, 2023) - CONSOL Energy Inc. (NYSE: CEIX), a leading producer and exporter of high-Btu power-generating, industrial and metallurgical coals, announced the promotion of Mitesh B. Thakkar to the position of President in addition to his current role as Chief Financial Officer. This promotion is being made as part of the company’s long-term succession planning process.
“Today’s announcement reflects the confidence that the board and I have in Mitesh’s leadership and his ability to play a broader and more strategic role in the future growth of CONSOL. Since becoming CONSOL’s Chief Financial Officer in 2020, Mitesh has helped steer the company through a very challenging period of COVID-related shutdowns and significant deterioration of business outlook, while capitalizing on the subsequent recovery. He orchestrated our plan to de-lever our balance sheet by reducing our outstanding net debt by 83% (including Q4 2022 reductions), played a key role in the merger transaction with CONSOL Coal Resources LP and created significant financial flexibility by opportunistically identifying new sources of capital in a challenging industry.” said Jimmy Brock, Chief Executive Officer of CONSOL Energy, Inc. “We expect 2023 to be a year of opportunity for CONSOL, and I believe today’s announcement will position us well to take advantage of those opportunities while continuing to execute on our capital allocation priorities”, said Mr. Brock.
On January 19, 2023, the Board of Directors of CONSOL Energy, Inc. unanimously approved the promotion of Mr. Thakkar to the position of President in addition to his current role as Chief Financial Officer. In addition to his current responsibilities as the Chief Financial Officer, as President, Mr. Thakkar will also be leading the teams responsible for Strategy and Business Development, Environment and Sustainability, and Sales and Marketing. Mr. Thakkar will continue to report to Mr. Brock in his new role.
“I am very thankful to Jimmy and the board for giving me this opportunity to play a broader role in this storied organization. I am excited to continue to work alongside the very talented CONSOL team as we continue to create significant value for all our stakeholders,” said Mr. Thakkar. “I share Jimmy’s enthusiasm regarding the significant opportunities that are in front of us related to our shareholder return, growth, and sustainability initiatives. We have made tangible progress on all three fronts in 2022, and 2023 has the potential to accelerate these initiatives. To that extent, I am pleased to announce that CONSOL’s board has approved capex
of approximately $28 million for 2023-2026, including $9.5 million in 2023, to advance our sustainability goals by mitigating methane emissions from our mines. This investment will help us achieve our goal of voluntarily reducing our scope 1 & 2 greenhouse gas emissions by 50% in 2026 compared to 2019 base levels. We also expect to realize meaningful growth in 2023 as our recent investments in the Itmann metallurgical coal mine and the 5th longwall at the Pennsylvania Mining Complex begin to bear fruit. We believe this will only expand our capability to return value to our shareholders and invest in sustainable opportunities for our future.”
About CONSOL Energy Inc.
CONSOL Energy Inc. (NYSE: CEIX) is a Canonsburg, Pennsylvania-based producer and exporter of high-Btu bituminous thermal coal and metallurgical coal. It owns and operates some of the most productive longwall mining operations in the Northern Appalachian Basin. CONSOL’s flagship operation is the Pennsylvania Mining Complex, which has the capacity to produce approximately 28.5 million tons of coal per year and is comprised of 3 large-scale underground mines: Bailey Mine, Enlow Fork Mine, and Harvey Mine. CONSOL also developed the Itmann Mine in the Central Appalachian Basin, which is expected, when fully operational, to produce roughly 900 thousand tons per annum of premium, low-vol metallurgical coking coal. The company also owns and operates the CONSOL Marine Terminal, which is located in the port of Baltimore and has a throughput capacity of approximately 15 million tons per year. In addition to the ~612 million reserve tons associated with the Pennsylvania Mining Complex and the ~21 million reserve tons associated with the Itmann Mine, the company also controls approximately 1.4 billion tons of greenfield thermal and metallurgical coal reserves and resources located in the major coal-producing basins of the eastern United States. Additional information regarding CONSOL Energy may be found at www.consolenergy.com.
Contacts:
Investor:
Nathan Tucker, (724) 416-8336
Media:
Erica Fisher, (724) 416-8292