CNX » Topics » Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

This excerpt taken from the CNX 8-K filed Mar 15, 2006.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On March 9, 2006, John T. Mills was elected to serve on the Board of Directors (the “Board”) of CONSOL Energy Inc. (the “Company”), effective immediately, in conjunction with the Board’s increase in the authorized number of directors constituting the entire Board from nine (9) to ten (10) directors.

Effective as of the same date, the Board appointed Mr. Mills to serve on the Audit Committee and the Compensation Committee of the Board.

Mr. Mills has served as Chairman of the Board of Directors of Horizon Offshore, Inc. since September 2004. Previously, Mr. Mills was employed for several years by Marathon Oil Corporation, most recently as its Chief Financial Officer, until his retirement in December 2003. The Board considers Mr. Mills to be an independent director under applicable New York Stock Exchange listing requirements. As a non-employee director of the Board, Mr. Mills will receive the same standard compensation amounts paid to other non-employee directors for service on the Board, which amounts have been disclosed previously in a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on October 24, 2005. If Mr. Mills is a member of the Board at the annual meeting of shareholders scheduled for May 2, 2006, he will also be entitled to the Director’s standard annual grant of equity valued at $85,000 under the Company’s Equity Incentive Plan. There were no arrangements or understandings between Mr. Mills and any other person pursuant to his election as a director, and there are and have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Mills that are required to be disclosed by Item 404(a) of Regulation S-K.

The Company issued a press release dated March 13, 2006, announcing the election of Mr. Mills. The press release is set forth in its entirety and filed as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.

This excerpt taken from the CNX 8-K filed Nov 15, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(d) There were no arrangements or understandings between Mr. David C. Hardesty, Jr. and any other person pursuant to his election as a director of the Company. The Company is disclosing the following which occurred since the beginning of the Company’s last fiscal year, or are currently proposed in connection with Mr. Hardesty’s election as a director.

 

In 2004, the Company made a five-year pledge of a total of $200,000 to the West Virginia University Foundation Incorporated (the “Foundation”), a legally separate fundraising entity associated with West Virginia University (the “University”), as part of a capital campaign to benefit the University’s College of Engineering and Mining Resources. The Company also occasionally makes cash gifts to the University. The aggregate of cash gifts made by the Company to the Foundation and the University for 2004 and currently anticipated for 2005 is approximately $103,000. In 2005 the Company also donated its Dolls Run facility, located in Monongalia County, West Virginia and valued at $423,000, to the Foundation for use as a coal mine training and placement center. Apart from gifts, the Company has in arms length transactions paid the University and its related entities for conferences, technical training and classes for employees, as well as acquired football and basketball tickets and made payments with respect to other minor items. The aggregate of these other payments during 2004 and currently anticipated for 2005 is approximately $144,000. The Company may also decide from time to time during the remainder of 2005 and in subsequent years make additional contributions of cash or property not included in the foregoing and/or to enter into additional transactions with the University. The foregoing matters did not relate to or influence the Company’s decision to request that Mr. Hardesty join the Company’s board of directors.


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/    P. Jerome Richey


   

P. Jerome Richey

Vice President, General Counsel and

Secretary

 

Dated: November 15, 2005

This excerpt taken from the CNX 8-K filed Oct 24, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(d) On October 18, 2005, David C. Hardesty, Jr. was appointed to serve on the Board, effective immediately. Mr. Hardesty was appointed to fill the seat left vacant when Philip W. Baxter resigned from the Board in August 2005. Mr. Baxter left the board to serve as the Chairman of the Board of Directors of CNX Gas.

 

Effective as of the same date, the Board appointed Mr. Hardesty to serve on the Compensation Committee and the Finance Committee of the Board.

 

Mr. Hardesty is the President and Chief Executive Officer of West Virginia University (the “University”), and also is a professor of law at the University. The Board considers Mr. Hardesty to be an independent director under applicable New York Stock Exchange listing requirements. As a non-employee director of the Board, Mr. Hardesty will receive the same standard compensation amounts paid to other non-employee directors for service on the Board. As described in Item 1.01, Mr. Hardesty was granted an Initial Election to the Board Equity Award (as set forth on Exhibit 10.83 to this Form 8-K) pursuant to the form Non-Employee Director Option Grant Notice, as amended, filed as Exhibit 10.84 to this Form 8-K and incorporated herein by reference.

 

Except as otherwise described below, there were no arrangements or understandings between Mr. Hardesty and any other person pursuant to his election as a director, and there are and have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Hardesty that are required to be disclosed by Item 404(a) of Regulation S-K. In 2003, the Company made a five-year pledge of $40,000 per year (a total of $200,000) to the West Virginia University Foundation Incorporated, a legally separate fundraising entity associated with the University, as part of a capital campaign to benefit the University’s College of Engineering and Mining Resources. The Company also gives $4,000 annually to the Mountaineer Athletic Scholarship Fund, and in return, the Company receives four full-season tickets to University football games.

 

The Company issued a press release dated October 18, 2005 to announce the election of Mr. Hardesty. The press release is set forth in its entirety and filed as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.

 

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