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CNX Resources (NYSE: CNX) investors back board, pay plan and Ernst & Young

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CNX Resources Corporation held its Annual Meeting of Shareholders on May 7, 2026, where investors voted on three key proposals. Shareholders elected eight directors to one-year terms, with each nominee receiving over 115 million votes in favor and additional broker non-votes recorded.

Shareholders ratified the anticipated appointment of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, with 133,829,532 votes for, 551,378 against, and 172,925 abstentions. They also approved the Company’s named executive officer compensation on an advisory basis, with 122,031,352 votes for, 2,839,939 against, 503,642 abstentions, and 9,178,902 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Nicholas J. DeIuliis 124,516,223 votes Director election at 2026 annual meeting
Votes for William N. Thorndike, Jr. 124,536,954 votes Director election at 2026 annual meeting
Broker non-votes on director elections 9,178,902 votes Each director nominee at 2026 annual meeting
Auditor ratification votes for 133,829,532 votes Ernst & Young LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 551,378 votes Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 122,031,352 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 2,839,939 votes Advisory approval of named executive officer compensation
Say-on-pay broker non-votes 9,178,902 votes Advisory approval of named executive officer compensation
Broker Non-Votes financial
"For | Against | Abstain | Broker Non-Votes 122,031,352 | 2,839,939 | 503,642 | 9,178,902"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditor financial
"The anticipated appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026 was ratified."
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
advisory basis financial
"The Company’s named executed officer compensation was approved on an advisory basis."
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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 7, 2026
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 Horizon Vue Drive
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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of CNX Resources Corporation (the “Company”) held on May 7, 2026 (the “Annual Meeting”), the Company’s shareholders considered three proposals, each of which is described in more detail in the 2026 proxy statement. Below are the final results of the matters voted on at the Annual Meeting.

Proposal 1: Each of the eight director nominees was elected to hold office for a one-year term expiring at the annual meeting in 2027 or until their respective successors are elected and qualified:
Director Name
For
Against
Abstain
Broker Non-Votes
Robert O. Agbede
122,139,0673,023,930211,9369,178,902
J. Palmer Clarkson
121,489,4123,683,913201,6089,178,902
Nicholas J. DeIuliis
124,516,223656,313202,3979,178,902
Maureen E. Lally-Green
115,065,6889,933,873375,3729,178,902
Bernard Lanigan, Jr.
121,627,1213,556,556191,2569,178,902
Ian McGuire
124,895,493287,961191,4799,178,902
Alan K. Shepard124,813,356372,041189,5369,178,902
William N. Thorndike, Jr.
124,536,954643,587194,3929,178,902

Proposal 2: The anticipated appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026 was ratified.
For
Against
Abstain
133,829,532551,378172,925

Proposal 3: The Company’s named executed officer compensation was approved on an advisory basis.
For
Against
Abstain
Broker Non-Votes
122,031,3522,839,939503,6429,178,902



























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/ Timothy S. Bedard
Name: Timothy S. Bedard
Title: Executive Vice President, General Counsel and
Corporate Secretary


Date: May 11, 2026






Source: View Original Filing on SEC EDGAR

FAQ

What did CNX (CNX) shareholders vote on at the May 7, 2026 annual meeting?

Shareholders voted on three proposals: electing eight directors to one-year terms, ratifying Ernst & Young LLP as independent auditor for 2026, and approving named executive officer compensation on an advisory basis. Each item received detailed for, against, abstain, and broker non-vote tallies.

Were CNX (CNX) director nominees elected at the 2026 annual meeting?

All eight CNX director nominees were elected to one-year terms expiring at the 2027 annual meeting. Each nominee, including Nicholas J. DeIuliis and William N. Thorndike, Jr., received substantially more votes for than against, with additional broker non-votes recorded on each director proposal.

Did CNX (CNX) shareholders ratify Ernst & Young as independent auditor for 2026?

Yes. Shareholders ratified the anticipated appointment of Ernst & Young LLP as CNX’s independent auditor for the year ending December 31, 2026, with 133,829,532 votes for, 551,378 against, and 172,925 abstentions, confirming broad shareholder support for the company’s chosen audit firm for that fiscal year.

How did CNX (CNX) shareholders vote on executive compensation in 2026?

Shareholders approved CNX’s named executive officer compensation on an advisory basis. The proposal received 122,031,352 votes for, 2,839,939 against, and 503,642 abstentions, along with 9,178,902 broker non-votes, indicating shareholder support for the company’s disclosed compensation program for its top executives.

How many broker non-votes occurred in CNX (CNX) 2026 annual meeting items?

For the director elections and the advisory vote on named executive officer compensation, CNX recorded 9,178,902 broker non-votes on each proposal. Broker non-votes typically arise when brokers lack discretionary authority to vote on certain matters without specific shareholder instructions.

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