DEFA14A 1 def144-11x2023.htm DEFA14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )


     Filed by the Registrant          Filed by a Party other than the Registrant


Check the appropriate box:
    Preliminary Proxy Statement
    Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
    Definitive Proxy Statement
    Definitive Additional Materials
    Soliciting Material under §240.14a-12


CNX RESOURCES CORPORATION
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(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
    No fee required.
    Fee paid previously with preliminary materials.
    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.









On April 11, 2023, CNX distributed via e-mail, mailed and posted on Positive Energy Hub (https://www.positiveenergyhub.com/cnx-engages-shareholder-proposal) the following letter:
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April 11, 2023

VIA UPS Overnight and Email to Proxy Impact

Jon Handlery, CEO
Handlery Hotels Inc.
180 Geary Street, Suite 700
San Francisco, California 94108

Dear Jon,

We have recently heard back from Proxy Impact that there is now a willingness to engage with CNX regarding the Handlery Hotels shareholder proposal, albeit over a month after our initial invitation to do so and well after the matter has already been included for a vote. While Proxy Impact is welcome to arrange and participate in any future discussion, we are requesting your direct participation since you are the concerned shareholder. I am hopeful that your direct involvement will result in meaningful dialogue on this important issue.

We sincerely value the opportunity to speak with all our shareholders, and along those lines, we value the opportunity to speak directly with you. However, Proxy Impact is not our shareholder, nor is Proxy Impact a fiduciary of Handlery Hotels.

Without hearing from you directly, we cannot be certain that the substance of your shareholder proposal originates from your sincere concerns, or from Proxy Impact in an effort to advance a separate agenda via Handlery Hotels' shares in CNX Resources, namely through the spam-like submission of proxy proposals with no desire for actual engagement. Without your direct involvement, we view this proposal as another in a long line of hollow proxy submissions designed to promote the separate interests of those without a true ownership stake in our company.

We look forward to your response and the opportunity to engage in meaningful dialogue with our shareholder. As always, please feel free to contact me directly at any time.


Respectfully,


Nick DeIuliis





Important Additional Information Regarding Proxy Solicitation

CNX Resources Corporation (the “Company” or “CNX”), its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). On March 23, 2023, the Company filed a definitive proxy statement and other related materials with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2023 Annual Meeting (the “2023 Proxy Statement”).

SHAREHOLDERS ARE URGED TO READ THE 2023 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE 2023 ANNUAL MEETING.

Shareholders may obtain, free of charge, copies of the 2023 Proxy Statement and any other documents filed or to be filed by the Company with the SEC in connection with the 2023 Annual Meeting at the SEC’s website (http://www.sec.gov) or at the Company’s website (http://www.cnx.com) or by writing to the Company’s Secretary as follows:

CNX Resources Corporation
CNX Center
1000 Horizon Vue Drive
Canonsburg, PA 15317

This statement may contain forward-looking statements, estimates and projections within the meaning of the federal securities laws. Statements that are not historical are forward-looking and may include our operational and strategic plans; estimates of gas reserves and resources; projected timing and rates of return of future investments; and projections and estimates of future production, revenues, income, and capital spending. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those statements, estimates and projections. Investors should not place undue reliance on forward-looking statements as a prediction of future actual results. The forward-looking statements in this statement speak only as of the date hereof; we disclaim any obligation to update the statements, and we caution you not to rely on them unduly. Specific factors that could cause future actual results to differ materially from the forward-looking statements are described in detail under the captions "Forward- Looking Statements" and "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) and any subsequent reports filed with the SEC. Those risk factors discuss, among other matters, pricing volatility or pricing decline for natural gas and natural gas liquids; local, regional and national economic conditions and the impact they may have on our customers; events beyond our control, including a global or domestic health crisis; conditions in the oil and gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained decrease in the price of oil or natural gas; the financial condition of our customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the proposed transaction; and changes in safety, health, environmental and other regulations.