| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the “Annual Meeting”) of CONSOL Energy Inc. (the “Company”) held on April 30, 2024, the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved the Second Certificate of Amendment (the “Charter Amendment”) amending the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company in limited circumstances as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”). The Board previously approved the Charter Amendment. On May 6, 2024 the Company filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective on that date.
A more complete description of the Charter Amendment is set forth in “Proposal No. 5 - Approval of An Amendment to Our Certificate of Incorporation for Exculpation of Certain Officers” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024. Each of that description and the foregoing summary of the Charter Amendment set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Charter Amendment attached hereto as Exhibit 3.1, which is incorporated herein by reference.
The Board also approved certain amendments to the Second Amended and Restated Bylaws of the Company (the “Existing Bylaws”) which amendments are effective as of April 30, 2024 (as amended, the “Third Amended and Restated Bylaws”). The amendments to the Existing Bylaws, as reflected in the Third Amended and Restated Bylaws, include:
| | • | | changing Section 2.2 to expressly permit the Board to fix the place (if any) of any special meeting; |
| | • | | certain revisions to provisions regarding the adjournment of stockholder meetings in Section 2.5 in response to recent amendments to the DGCL; |
| | • | | changing Section 2.9(A) to remove reference to the first meeting held after the effectiveness of the Bylaws; |
| | • | | changing Sections 3.2, 3.13 and Article IX to remove references to board classification; and |
| | • | | certain other administrative and conforming changes. |
In addition, the Board made certain amendments to the Existing Bylaws to clarify and enhance the procedures, mechanics and disclosure requirements connected to stockholder nominations of directors for annual meetings, consistent with the SEC rules adopted for universal proxy card requirements in instances of contested director elections under Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”). Such amendments, as reflected in the Third Amended and Restated Bylaws, include:
| | • | | the addition of Sections 2.9(C)(1)(e)-(g) which, with respect to stockholder nominations of directors, (i) require additional disclosures, representations and acknowledgments from nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders, including evidence of compliance with Rule 14a-19; and (ii) provide that the Company will disregard stockholder nominations that are not in compliance with Rule 14a-19 and the Third Amended and Restated Bylaws; and |
| | • | | changing Section 8.2 to require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white (white is reserved for exclusive use by the Board). |
The foregoing description of the Third Amended and Restated Bylaws set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the clean and marked copies of the Third Amended and Restated Bylaws attached hereto as Exhibits 3.2 and 3.3, respectively, which are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As described above in Item 5.03, on April 30, 2024 the Company held its Annual Meeting. As of the record date for the Annual Meeting, March 1, 2024, there were 29,619,544 shares of common stock outstanding and entitled to vote. The final voting results on the matters considered by stockholders at the Annual Meeting are provided below.
