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 8, 2013
CONSOL Energy Inc.
(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
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 8, 2013, CONSOL Energy Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting) in Pittsburgh, Pennsylvania. The final results of the matters voted on at the Annual Meeting are provided below.
Proposal 1: The following individuals were elected as directors to hold office for a one-year term expiring at the annual meeting in 2014 or until their respective successors are elected and qualified:
| Director Name |
For | Withheld | Broker Non-Votes |
Abstained | ||||||||||||
| J. Brett Harvey |
192,668,968 | 9,436,798 | 9,574,885 | 20 | ||||||||||||
| Philip W. Baxter |
173,527,560 | 28,578,206 | 9,574,885 | 20 | ||||||||||||
| James E. Altmeyer, Sr. |
164,601,656 | 37,504,110 | 9,574,885 | 20 | ||||||||||||
| William E. Davis |
195,771,156 | 6,334,610 | 9,574,885 | 20 | ||||||||||||
| Raj K. Gupta |
196,246,645 | 5,879,121 | 9,574,885 | 20 | ||||||||||||
| David C. Hardesty, Jr. |
164,840,942 | 37,264,824 | 9,574,885 | 20 | ||||||||||||
| John T. Mills |
173,685,269 | 28,420,497 | 9,574,885 | 20 | ||||||||||||
| William P. Powell |
155,571,065 | 46,534,701 | 9,574,885 | 20 | ||||||||||||
| Joseph T. Williams |
173,456,407 | 28,649,359 | 9,574,885 | 20 | ||||||||||||
Proposal 2: The Amended and Restated CONSOL Energy Inc. Executive Annual Incentive Plan (the “Incentive Plan”) was approved. A summary of the Incentive Plan is set forth under the heading “PROPOSAL NO. 2 — AMENDMENT AND RESTATEMENT OF EXECUTIVE ANNUAL INCENTIVE PLAN” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 29, 2013 (the “2013 Proxy Statement”) and is incorporated herein by reference. The summary of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, which was included as Appendix A to the 2013 Proxy Statement and is also incorporated herein by reference.
| For: |
198,753,448 | |||
| Against: |
2,909,175 | |||
| Abstained: |
442,798 | |||
| Broker Non-Votes: |
9,575,250 |
Proposal 3: Ernst & Young LLP was ratified as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2013.
| For: |
210,950,729 | |||
| Against: |
326,879 | |||
| Abstained: |
403,063 |
Proposal 4: A non-binding resolution regarding named executive officer compensation was approved.
| For: |
101,747,781 | |||
| Against: |
98,776,985 | |||
| Abstained: |
1,581,020 | |||
| Broker Non-Votes: |
9,574,885 |
Proposal 5: The shareholder proposal regarding political contributions was rejected.
| For: |
33,261,740 | |||
| Against: |
139,241,052 | |||
| Abstained: |
29,602,994 | |||
| Broker Non-Votes: |
9,574,885 |
Proposal 6: The shareholder proposal regarding a Climate Change Report was rejected.
| For: |
32,670,821 | |||
| Against: |
133,003,678 | |||
| Abstained: |
36,430,922 | |||
| Broker Non-Votes: |
9,575,250 |
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/ Stephen W. Johnson | |
| Stephen W. Johnson, | ||
| Executive Vice President and Chief Legal and Corporate Affairs Officer | ||
Dated: May 14, 2013