CONSOL Energy DEFA14A 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
On April 16, 2012, the Registrant sent a letter to employees and began communicating with certain shareholders regarding a disagreement between it and Institutional Shareholder Services with respect to the Registrants say-on-pay proposal to be voted on at the Registrants Annual Meeting of Shareholders to be held on May 1, 2012, the forms of which are set forth below.
[CONSOL Energy Inc. Letterhead]
April 16, 2012
Dear Current Employees of CONSOL Energy Inc. and its Subsidiaries:
I am writing today to urge you to vote your shares of CONSOL Energy Inc. (CONSOL Energy) in accordance with the recommendations of the Board of Directors of CONSOL Energy (the Board). If you are a CONSOL Energy shareholder, your vote is extremely important. The outcome of this vote is crucial for our entire Company and for you and your families.
In light of the above, I hope you agree that the Boards recommendations are in the best interests of CONSOL Energy and its shareholders.
If you are a CONSOL Energy shareholder, you should receive, if you havent already, CONSOL Energys Proxy Statement with your voting card. Please complete the voting card by checking the box entitled FOR with respect to proposals 1, 2, 3 and 4. Thereafter, please sign your name and return the card in the postage prepaid envelope that you received. Alternatively, you may vote by the internet or phone, per the instructions enclosed with your Proxy Statement.
In closing this letter, I want to emphasize that CONSOL Energy has the right plan, the right team and the right Directors to ensure that our efforts to deliver superior value and growth will succeed. In our view, the Company, our shareholders and our employees cant afford to not vote in accordance with the Boards recommendations. This is your Company and I know you care about its present and future as much as I do.
Thank you, as always, for your contributions to the success of CONSOL Energy.
/s/ J. Brett Harvey
J. Brett Harvey
Re: CONSOL Responds to the Recommendation of Institutional Shareholder Services
Regarding CONSOLs Say-On-Pay Vote and Respectfully Requests a Vote FOR Proposal No. 4
Dear CONSOL Shareholder:
We are writing to you regarding the Advisory Vote to Approve Named Executive Officer Compensation, the say-on-pay vote as it is commonly known, which is Proposal No. 4 in the Proxy Statement for CONSOLs Annual Meeting of Shareholders to be held on May 1, 2012.
Two independent proxy advisory firmsGlass Lewis & Co. and Egan-Jones Proxy Servicehave recommended that its clients vote FOR our say-on-pay proposal.
CONSOL requests that you vote FOR our Say-On-Pay Proposal (Proposal No. 4).
Institutional Shareholder Services (ISS) has issued a negative voting recommendation on our say-on-pay proposal. CONSOL believes ISS recommendation is the result of a new, unreasonably rigid evaluation tool used by ISS and that ISS recommendation is fundamentally flawed because it does not give proper weight to (i) financial and other accomplishments of the Company and (ii) the aggressive and pro-active steps taken by the Company in 2012 regarding executive compensation. The remainder of this letter provides a more balanced view of CONSOLs compensation program, including the changes we have made to that program, and describes the flaws in ISS analysis of our compensation program.
CONSOL Achieved Record Financial Performance Levels in 2011.
CONSOL Outperformed its Peers on Several Key Financial Metrics.
CONSOL Pro-Actively Responded to Last Years Say-On-Pay Vote.
Executive Compensation is Strongly Aligned with Shareholder Interests.
ISS Analysis is Fundamentally Flawed in Many Respects.
For the foregoing reasons, your Board of Directors believes ISS recommendation is unwarranted. The Board of Directors continues to recommend that you vote FOR Proposal No. 4.
If you have questions and/or concerns about our say-on-pay proposal, please contact the Deputy General Counsel at 724-485-4000.