8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 27, 2022

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-14901	51-0337383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

CNX Center

1000 CONSOL Energy Drive Suite 400

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

(724) 485-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock ($.01 par value)	CNX	New York Stock Exchange
Preferred Share Purchase Rights	--	New York Stock Exchange

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangement of Certain Officers.

    On May 27, 2022, the Board of Directors (the “Board”) of CNX Resources Corporation (the “Company”) approved certain management organizational changes effective as of June 1, 2022 (the “Effective Date”). The Board appointed Donald W. Rush, the Company’s Chief Financial Officer, to a newly created position of Chief Strategy Officer. In his new role as Chief Strategy Officer, Mr. Rush has responsibility for driving the Company’s strategy, growth avenues, value recognition, and branding initiatives, and continues to report directly to the Company’s President and Chief Executive Officer. As of the Effective Date, Mr. Rush ceased service as the Company’s Chief Financial Officer and there are no material changes to Mr. Rush’s compensation because of this appointment.

    Concurrently, the Board appointed Alan Shepard, age 41 to serve as the Company’s Chief Financial Officer, including serving as its principal financial and principal accounting officer, effective as of the Effective Date. Prior to this appointment, Mr. Shepard served as the Company’s Vice President – Accounting and Chief Accounting Officer, a position he has held since February 21, 2020. Prior to his appointment as the Company’s Vice President – Accounting and Chief Accounting Officer, Mr. Shepard served as the Chief Financial Officer of EdgeMarc Energy, a private equity funded oil and gas exploration and production company (“EdgeMarc”), since March 2018. Prior to assuming that role, he served as EdgeMarc’s Finance Director from December 2017 to March 2018, Controller & Treasurer from November 2015 to December 2017, and Controller from February 2014 to November 2015. Previously, Mr. Shepard served as Assistant Corporate Controller at Walter Energy Inc., a metallurgical coal company, from October 2012 to February 2014. Between July 2006 and October 2012, Mr. Shepard held several management and financial positions with the Company, including General Manager Financial Reporting from February 2012 to October 2012, Manager Financial Reporting from February 2011 to February 2012, Senior Analyst – Corporate Strategy and Risk Management from February 2010 to February 2011, Supervisor Financial Reporting from October 2007 to February 2010, and Accountant Financial Reporting from July 2006 to October 2007. Mr. Shepard was also a senior associate with PricewaterhouseCoopers LLP from May 2004 to July 2006 and is a certified public accountant. Mr. Shepard will report directly to the Company’s President and Chief Executive Officer and there are no material changes to Mr. Shepard’s compensation because of this appointment.

     There are no arrangements or understandings between Mr. Shepard and any other persons pursuant to which he was selected as Chief Financial Officer of the Company. Mr. Shepard does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

     A copy of the press release announcing the above referenced management changes is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

 

Exhibit 99.1	Press release of CNX Resources Corporation, dated June 1, 2022
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.

                    CNX RESOURCES CORPORATION

By:    /s/ Alexander J. Reyes

Name: Alexander J. Reyes

Title: Executive Vice President, General Counsel and Corporate Secretary

Dated: June 1, 2022

EX-99.1

CNX Announces Executive Leadership Changes

Moves to Drive Continued Success and Seize New Opportunities

PITTSBURGH (June 1, 2022) – CNX Resources Corporation (NYSE: CNX) (“CNX” or “the company”) today announced executive leadership promotions. Donald W. Rush, Chief Financial Officer, will assume the role of Chief Strategy Officer (CSO), and Alan K. Shepard, Vice President and Chief Accounting Officer, will be promoted to the role of Chief Financial Officer. Both moves are effective immediately.

“Today’s announcement further illustrates the deep bench filled with local talent within our organization. These leaders represent proven strategic forward-thinking, strong execution capabilities, and a dedicated commitment to CNX’s value proposition and to the future of our region,” said President and CEO Nick DeIuliis. Mr. DeIuliis continued, “While Alan will oversee the continued steady execution of our free cash flow per share growth plan, Don will focus on the future and its exciting upside opportunities incremental to our base business.”

In his new role, Mr. Rush will continue to report to President and CEO Nick DeIuliis and help drive the company’s strategy, growth avenues, value recognition, and branding. He will work closely with the executive team and the Board of Directors.

“Don successfully navigated CNX through a series of transformative transactions that evolved the company into the low cost and low CO2e intensive manufacturer of natural gas in the Appalachian Basin. He is particularly well suited to further position the company as a leader and differentiator in the ESG space and increase our intrinsic value per share,” said Mr. DeIuliis.

Mr. Shepard will now report to President and CEO DeIuliis and be responsible for overseeing the company’s finance organization. Mr. Shepard has served in numerous finance leadership capacities across his 20-year career, most recently as CNX’s Chief Accounting Officer. Prior to rejoining CNX in 2020, he served as the Chief Financial Officer of EdgeMarc Energy.

Mr. DeIuliis commented further, “Alan’s deep knowledge of our business, extensive financial expertise, steady guidance of our returns-focused strategy, and strong relationship with our Board of Directors and executive management team will serve CNX well as he leads our finance organization. We are excited for what is to come as he seizes the opportunities of this new role.”

About CNX Resources

CNX Resources Corporation (NYSE: CNX) is unique. We are a premier natural gas development, production, midstream, and technology company centered in Appalachia, one of the most energy abundant regions in the world. With the benefit of a 158-year regional legacy, substantial asset base, leading core operational competencies, technology development and innovation, and astute capital allocation methodologies, we responsibly develop our resources and deploy free cash flow to create long-term per share value for our shareholders, employees, and the communities where we operate. As of December 31, 2021, CNX had 9.63 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index. Additional information is available at www.cnx.com.

Cautionary Statements

We are including the following cautionary statement in this press release to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this press release are forward-looking statements (as defined in 21E of the Securities Exchange Act of 1934 (the "Exchange Act")) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income, and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe a strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond our control. 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, 2021 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 NGLs; local, regional and national economic conditions and the impact they may have on our customers; the impact of events beyond our control, including a global or domestic health crisis; dependence on gathering, processing and transportation facilities and other midstream facilities owned by others; conditions in the oil and gas industry; our current long-term debt obligations, and the terms of the agreements that govern that debt; strategic determinations, including the allocation of capital and other resources to strategic opportunities; cyber-incidents targeting our systems, oil and natural gas industry systems and infrastructure, or the systems of our third-party service providers; and changes in safety, health, environmental and other regulations.

Contacts:

Investor:     Tyler Lewis, at (724) 485-3157

Media:     Brian Aiello, at (724) 485-3078

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Cover Page Cover Page	May 27, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 27, 2022
Entity Registrant Name	CNX Resources Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-14901
Entity Tax Identification Number	51-0337383
Entity Address, Address Line One	CNX Center
Entity Address, Address Line Two	1000 CONSOL Energy Drive Suite 400
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317
City Area Code	724
Local Phone Number	485-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001070412
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock ($.01 par value)
Trading Symbol	CNX
Security Exchange Name	NYSE
Preferred Share Purchase Rights
Entity Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true