UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

CNX MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)

CNX Center, 1000 CONSOL Energy Drive

Canonsburg, PA 15317-6506

(724) 485-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes     No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes     No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes     No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes     No

The aggregate market value of common units held by non-affiliates of the registrant as of June 29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was $813.3 million. This is based on the closing price of common units on the New York Stock Exchange on such date.

As of March 12, 2019, CNX Midstream Partners LP had 63,730,710 common units outstanding.

EXPLANATORY NOTE 

CNX Midstream Partners LP (the “Partnership”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report for the fiscal year ended December 31, 2018, originally filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2019 (the “Original Form 10-K”), solely to include information required by Items 11 and 12 of Part III of Form 10-K and to update Item 10 of Part III of Form 10-K to reflect current information regarding the directors and executive officers of the Partnership’s general partner. The information required by Items 11 and 12 of Part III of Form 10-K was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. This Amendment amends and restates in its entirety Items 10, 11 and 12 of Part III of the Original Form 10-K.

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part IV, Item 15 has also been amended and restated to include the currently dated certifications from the Partnership’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been amended by or included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. We are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment.

Except as described above, this Amendment does not otherwise revise, restate, modify or update any information in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Partnership’s other filings with the SEC.

TABLE OF CONTENTS

PART III

PART IV

PART III 

Management of CNX Midstream Partners LP 

We are managed by the directors and executive officers of our general partner, CNX Midstream GP LLC. Our general partner is not elected by our unitholders and will not be subject to re-election by our unitholders in the future. CNX Gathering LLC (“CNX Gathering”), in which CNX Resources Corporation (the “Company”) owns a 100% membership interest, owns all of the membership interests in our general partner and has the right to appoint the entire Board of Directors of our general partner (the “Board of Directors”), including our independent directors. Our unitholders are not entitled to elect the Board of Directors or to directly or indirectly participate in our management or operations. Our general partner will be liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Whenever possible, we intend to incur indebtedness that is nonrecourse to our general partner.

In evaluating director candidates, CNX Gathering assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of our Board of Directors to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the Board of Directors of our general partner to fulfill their duties.

Neither we nor our subsidiaries have any employees. Our general partner has the sole responsibility for providing the employees and other personnel necessary to conduct our operations. All of the employees that conduct our business are employed by our general partner or its affiliates, but we sometimes refer to these individuals in this Amendment as our employees.

Director Independence 

As a publicly traded partnership, we qualify for, and are relying on, certain exemptions from the New York Stock Exchange’s (“NYSE”) corporate governance requirements, including the requirements that the Board of Directors:

As a result of these exemptions, the Board of Directors is not comprised of a majority of independent directors. The Board of Directors does not currently intend to establish a nominating/corporate governance committee or a compensation committee. Accordingly, unitholders will not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE.

We are, however, required to have an audit committee of at least three members, and all of its members are required to meet the independence and experience standards established by the NYSE and the Exchange Act.

Committees of the Board of Directors 

The Board of Directors has an audit committee, and may have such other committees as the Board of Directors shall determine from time to time. The Board of Directors may establish a conflicts committee to review specific matters that the Board of Directors believes may involve a conflict of interest as further described below.

Audit Committee 

The audit committee of the Board of Directors (the “Audit Committee”) assists with oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and partnership policies and controls. The Audit Committee has the sole authority to (1) retain and terminate our independent registered public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the Audit Committee and our management, as necessary. Ms. Angela A. Minas (Chairperson) and Messrs. Raymond T. Betler and John E. Jackson comprise the members of the Audit Committee, all of whom are independent under the standards of the NYSE and the Exchange Act. Each of Ms. Minas and Messrs. Betler and Jackson satisfy the definition of “audit committee financial expert” for purposes of the SEC’s rules.

The Audit Committee oversees the Partnership’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements contained in the Original Form 10-K.

The Partnership’s independent registered public accounting firm, Ernst & Young LLP (“EY”), is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America. The Audit Committee reviewed with EY the firm’s judgment as to the quality, not just the acceptability, of the Partnership’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee also discussed with EY the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Original Form 10-K for filing with the SEC.

Conflicts Committee 

The Board of Directors has the ability to establish a conflicts committee under our partnership agreement. If established, at least two members of the Board of Directors will serve on the conflicts committee to review specific matters that may involve conflicts of interest in accordance with the terms of our partnership agreement. The Board of Directors will determine whether to refer a matter to the conflicts committee on a case-by-case basis. The members of our conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates (including the Company), and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors. In addition, the members of our conflicts committee may not own any interest in our general partner or any interest in us or our subsidiaries other than common units or awards under our long-term incentive plan. If our general partner seeks approval from the conflicts committee, then it will be presumed that, in making its decision, the conflicts committee acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

Board Leadership Structure and Role in Risk Oversight 

Mr. Nicholas J. DeIuliis currently serves as the Chairman of the Board of Directors. Directors of the Board of Directors are designated or appointed by CNX Gathering. Accordingly, unlike holders of common stock in a corporation, our unitholders have only limited voting rights on matters affecting our business or governance, subject in all cases to any specific unitholder rights contained in our partnership agreement.

Our corporate governance guidelines provide that the Board of Directors is responsible for reviewing the process for assessing the major risks facing us and the options for their mitigation. This responsibility is largely satisfied by our Audit Committee, which is responsible for reviewing and discussing with management and our independent registered public accounting firm our major risk exposures and the policies management has implemented to monitor such exposures, including our financial risk exposures and risk management policies.

Non-Management Executive Sessions and Unitholder Communications 

The non-management members of the Board of Directors regularly meet in executive session in connection with each regularly scheduled meeting of the Board of Directors, and Ms. Minas, as Chair of the Audit Committee, presided over all such executive sessions in 2018.

Unitholders and interested parties can communicate directly with non-management directors by mail in care of the Corporate Secretary at CNX Midstream Partners LP, CNX Center, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317. Such communications should specify the intended recipient or recipients. Commercial solicitations or communications will not be forwarded.

Meetings and Other Information 

During the last fiscal year, our Board of Directors had 11 meetings, of which four were “regularly scheduled meetings” and seven were “special meetings.” Our Audit Committee had seven meetings, of which four were “regularly scheduled meetings” and three were “special meetings.” All directors have access to members of management, and a substantial amount of information transfer and informal communication occurs between meetings.

Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Whistleblower Policy and Audit Committee Charter are available on our website (www.cnxmidstream.com) under the “Our Governance” tab. Our Code of Business Conduct and Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We intend to disclose any amendment to, or waiver of, our Code of Business Conduct and Ethics on our website (www.cnxmidstream.com).

Directors and Executive Officers of CNX Midstream GP LLC 

Directors are appointed by CNX Gathering, the sole member of our general partner, and hold office until their successors have been appointed or qualified or until their earlier death, resignation, removal or disqualification. Executive officers are appointed by, and serve at the discretion of, the Board of Directors. The following table presents information for the directors and executive officers of CNX Midstream GP LLC as of April 18, 2019.

Nicholas J. DeIuliis has served as Chairman of the Board and Chief Executive Officer of the general partner since January 3, 2018. Mr. DeIuliis is a Director and the President and Chief Executive Officer of the Company. Mr. DeIuliis has more than 25 years of experience with the Company and in that time has held the positions of Chief Executive Officer since May 7, 2015, President since February 23, 2011, and previously served as the Chief Operating Officer, Senior Vice President–Strategic Planning, and earlier in his career various engineering positions. He was a Director, President and Chief Executive Officer of CNX Gas LLC (“CNX Gas”) from its creation in 2005 through 2009. Mr. DeIuliis was a Director and Chairman of the Board of the general partner of CONSOL Coal Resources LP (formerly known as CNX Coal Resources LP) from March 16, 2015 until November 28, 2017. Mr. DeIuliis is a member of the Board of Directors of the University of Pittsburgh Cancer Institute and the Center for Responsible Shale Development. Mr. DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar. As the Chief Executive Officer of the Company and our general partner, Mr. DeIuliis brings a unique perspective on the business to the Board of Directors with over 25 years with the Company, and a deep understanding of the operations and culture and the Company and its affiliates. 

Donald W. Rush has served as a Director and Chief Financial Officer of the general partner since January 3, 2018. Mr. Rush has also served as the Executive Vice President and Chief Financial Officer of the Company since July 11, 2017. He previously served as Vice President of Energy Marketing where he oversaw the Company’s commercial functions, including mergers and acquisitions, gas marketing and transportation, in addition to holding other strategy and planning, business development and engineering positions during his 12 years with the Company. He successfully guided the Company through every significant transaction during its transition into a pure play natural gas exploration and production company, including the sale of the Company’s five West Virginia coal mines in 2013 and the separation of the Company’s Marcellus Shale joint venture with Noble Energy Inc. in 2016. Mr. Rush holds a B.S. in civil engineering from the University of Pittsburgh and an M.B.A. from Carnegie Mellon University’s Tepper School of Business. As the Chief Financial Officer of the Company and our general partner, he brings significant commercial and financial expertise to the Board of Directors, and a deep understanding of the operations and culture of the Company and its affiliates.

Timothy C. Dugan has served as Chief Operating Officer of our general partner since January 12, 2018. He previously served as a Director of the general partner from January 3, 2018 to February 8, 2019. Mr. Dugan has also served as an Executive Vice President of the Company since September 20, 2016 and Chief Operating Officer of the Company since January 28, 2014. Before being appointed to his current position, he was President and Chief Operating Officer of CNX Gas Corporation from May 2014 to December 2014 when he became President and Chief Executive Officer. Prior to joining the Company, Mr. Dugan was Vice President–Appalachia South Business Unit at Chesapeake Energy Corporation. During his seven years with Chesapeake Energy Corporation, he held several titles, including Senior Asset Manager and District Manager. Mr. Dugan began his petroleum and natural gas engineering career in 1984 with Cabot Oil & Gas Corporation as a General Foreman and Field Consultant, and he held other industry related positions with progressing responsibility at various oil and gas companies. Mr. Dugan is a member of the Society of Petroleum Engineers.

Chad A. Griffith has served as a Director and as President of our general partner since February 8, 2019 and September 24, 2018, respectively. Mr. Griffith also currently serves as the Vice President, Commercial and Vice President of Marketing of the Company. Prior to his current position, Mr. Griffith served as the Director of Marketing of the Company from November 2015 to January 2018. He was the Director of Diversified Business Units at the Company from April 2014 to November 2015. Prior to that role, Mr. Griffith held several positions with the Title group at the Company, including the Director of Title and Land Services from November 2012 to April 2014, Manager, Title and Contracting from March 2012 to November 2012, and Manager - Title from February 2011 to March 2012. Mr. Griffith holds a bachelor’s degree from Frostburg State University, a law degree from West Virginia University College of Law, and an M.B.A. from Carnegie Mellon University’s Tepper School of Business. Mr. Griffith is a licensed attorney in Maryland and is licensed but inactive in West Virginia. As the President of our general partner and a senior executive with the Company, he brings significant legal, marketing and commercial experience to the Board of Directors, and a deep understanding of the operations and culture of the Company and its affiliates.

Brian R. Rich has served as Chief Accounting Officer of our general partner since November 4, 2015. Prior to his appointment as Chief Accounting Officer of our general partner, Mr. Rich was a senior manager within the Company’s accounting department since November 2014, serving in positions of increasing responsibility. Prior to joining the Company, Mr. Rich held various accounting positions at Education Management Corporation from March 2007 through November 2014, including Vice President and Assistant Controller, a position he held upon his departure. Prior to his time at Education Management Corporation, Mr. Rich served in various positions (from associate through manager) with PricewaterhouseCoopers LLP from October 1999 through March 2007, primarily serving the energy sector. Mr. Rich is a Certified Public Accountant licensed in Pennsylvania.

Angela A. Minas was appointed a Director of our general partner and Chairperson of our Audit Committee effective September 25, 2014. Ms. Minas also currently serves on the board of directors of Weatherford International plc and on the board of directors of the general partner of Westlake Chemical Partners LP, a public master limited partnership. Ms. Minas previously served on the board of directors and as Audit Committee Chair for Ciner Resources LP, a public master limited partnership. Ms. Minas previously served as Vice President and Chief Financial Officer of Nemaha Oil and Gas, LLC, a private exploration and production portfolio company backed by Pine Brook Road Partners, a private equity firm from March 2012 to August 2014. From 2008 to 2012, Ms. Minas served as Vice President and Chief Financial Officer of the general partner of DCP Midstream Partners, LP, a public master limited partnership. From 2006 to 2008, Ms. Minas served as Chief Financial Officer, Chief Accounting Officer and Treasurer of Constellation Energy Partners LLC, a public master limited liability company. Prior to her corporate roles in the MLP industry, Ms. Minas spent 20 years in the management consulting industry and held numerous leadership roles, including Partner responsible for Arthur Andersen’s North American oil and gas consulting practice. Ms. Minas serves on the Council of Overseers of the Rice University Graduate Business School. Ms. Minas’ previous experience with public master limited partnerships and the natural resource industry, as well as her knowledge of financial statements, provide her with the necessary skills to be a member of the Board of Directors.

Raymond T. Betler was appointed as a Director of our general partner and member of our Audit Committee effective October 18, 2017. Mr. Betler is a Director and the President and Chief Executive Officer of Westinghouse Air Brake Technologies Corporation (NYSE: WAB) (“Wabtec”), a leading supplier of value-added, technology based products and services for freight rail, passenger transit and select industrial markets worldwide. Prior to becoming CEO in 2014, Mr. Betler served Wabtec as President and Chief Operating Officer from May 2013 until May 2014, and Chief Operating Officer from December 2010 until May 2013. Mr. Betler was Vice President and Group Executive of the Transit Group of Wabtec from August 2008 until December 2010. Prior to his tenure with Wabtec, Mr. Betler served as President, Total Transit Systems for Bombardier Transportation. He held various executive roles within Bombardier during his 30-year career with the transportation company and its numerous predecessors. Mr. Betler is also a Director at Dollar Bank. We believe that Mr. Betler’s public company background and experience in financial matters, along with the leadership attributes indicated by his executive experience, provide an important source of insight and perspective to the Board of Directors.

John E. Jackson was appointed as a Director of our general partner and member of our Audit Committee effective January 20, 2015. Mr. Jackson is the President and Chief Executive Officer of Spartan Energy Partners, LP (“Spartan”), a privately owned gas gathering, treating & processing company. He has been with Spartan since its formation in March 2010. Mr. Jackson was Chairman, CEO and President of Price Gregory Services, Inc., a pipeline-related infrastructure service provider from February 2008 until its sale in October of 2009. He served as a director of Hanover Compressor Company (“Hanover”), now known as Exterran Holdings, Inc. (NYSE: EXH), from July 2004 until May 2010. Mr. Jackson served as Hanover’s President and CEO from October 2004 to August 2007 and as Chief Financial Officer from January 2002 to October 2004. Mr. Jackson is a director of Seitel, Inc., a privately owned provider of seismic data to the oil & gas industry in North America, since August 2007, Select Energy Services, LLC, a privately owned total water management company for oil and gas companies, since January 2012 & Main Street Capital Corporation (NYSE: MAIN) a publicly traded BDC, since August 2013. Previously, Mr. Jackson served as a director of Encore Energy Partners (NYSE: ENP) from January 2009 until its sale in December 2011 and RSH Energy, LLC, a privately owned engineering firm, from September 2013 to March 2014. He also serves on the boards of several non-profit organizations. We believe that Mr. Jackson’s background in the energy industry and experience in financial matters, along with the leadership attributes indicated by his executive experience, provide an important source of insight and perspective to the Board of Directors.

Hayley F. Scott was appointed as a Director of our general partner effective February 8, 2019. She has also served as the Company’s Vice President, Financial Planning and Analysis since June 2017. Ms. Scott held the same position at CONSOL Energy Inc. prior to the separation of CONSOL Energy Inc. from the Company in November 2017 (the “Separation”). Before joining the Company, Ms. Scott was the General Manager of Strategy and Business Development at United States Steel Corporation (“U. S. Steel”). During her sixteen years at U. S. Steel, from 2001 to 2017 she held several titles, including Chief Financial Officer of Business Intelligence & Support Services and Director of Joint Ventures and Strategic Planning. Previously, Ms. Scott was a manager for the Assurance and Business Advisory Services practice of PricewaterhouseCoopers. Ms. Scott has also served on the boards of several private companies and a non-profit organization. She holds a Bachelor of Science degree in accounting from Penn State University and is a Certified Public Accountant. Ms. Scott brings extensive knowledge of financial planning and strategic development to the Board of Directors, along with her knowledge of the culture of the Company and its affiliates.

Section 16(a) Beneficial Ownership Reporting Compliance 

Section 16(a) of the Exchange Act requires directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities (collectively, “Insiders”) to file with the SEC initial reports of ownership and reports of changes in ownership of such equity securities. Insiders are also required to furnish us with copies of all Section 16(a) forms that they file. Such reports are accessible on or through our website at www.cnxmidstream.com.

Based solely upon a review of the copies of Forms 3 and 4 furnished to us, or written representations from certain reporting persons that no Forms 5 were required, we believe that the Insiders complied with all filing requirements with respect to transactions in our equity securities during 2018, except that one Form 4 reporting one transaction for each of Ms. Minas and Mr. Jackson related to the vesting of phantom unit awards was filed late on May 17, 2018.

Compensation Discussion and Analysis 

Introduction 

Neither we nor our general partner employ any of the individuals who serve as executive officers of our general partner and who are responsible for managing our business. We are managed by our general partner. For 2018, the executive officers of our general partner were employees of the Company, and their respective compensation was set and paid by the Company under its compensation programs. We and our general partner are parties to an operational services agreement with the Company pursuant to which, among other matters:

During 2018, our named executive officers (“named executives”)* were:

*Following the Separation, the Board of Directors reviewed the executive management team and their respective roles and responsibilities. Given the reduced size of the overall Company (including the general partner), the Board of Directors determined that the “executive officers,” as defined by the applicable SEC rule, were Messrs. DeIuliis, Rush, and Dugan, and with respect to the general partner and in connection with his September 2018 appointment as President, Mr. Griffith, and that no other Company employees held positions, roles and responsibilities within the Partnership that qualified him or her as an “executive officer” of the Partnership within the meaning of such rule during fiscal 2018.

In addition to the four individuals noted above, John T. Lewis and David M. Khani served as Chief Executive Officer and Chief Financial Officer, respectively, for the three-day period from January 1 through January 3, 2018. However, neither individual received any compensation for such three-day period, and as such, will not be included in any of the tabular or narrative disclosure for 2018 with respect to executive compensation. There were no other executive officers of the general partner serving at the end of 2018.

This Compensation Discussion and Analysis (“CD&A”) provides an overview of compensation policies and programs applicable to our named executives and describes the compensation objectives, policies and practices with respect to our named executives. The elements of compensation provided by the Company with respect to our named executives’ compensation are not subject to approval by the Board of Directors other than with respect to awards made under the CNX Midstream Partners LP 2014 Long-Term Incentive Plan (the “CNXM LTIP”). The Board of Directors approved the grant of phantom unit awards to Messrs. Rush and Griffith in January 2019 to provide them compensation that directly incentivizes performance at the Partnership and align their interests with the Partnership's unitholders.

Members of the Board of Directors who are employees of the Company (Messrs. DeIuliis, Rush and after their appointment on February 1, 2019, Mr. Griffith and Ms. Scott) do not receive any additional compensation in connection with their board service specifically. The following discussion provides information about the Company’s compensation decisions and policies with regard to our named executives for the 2018 fiscal year, and is intended to provide investors with the information necessary to understand the Company’s compensation policies and decisions. It also provides context for the disclosure included in the executive compensation tables below.

This CD&A contains references to one or more financial measures that have not been calculated in accordance with generally accepted accounting principles (“GAAP”). A reconciliation of each disclosed non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the “Calculation of Non-GAAP Financial Measures” section of this CD&A.

Summary 

The Company’s executive compensation program is designed to attract, motivate, and retain key executives who will promote both the short- and long-term growth of the Company and its affiliates, and create sustained shareholder value. To this end, the Company takes a pay-for-performance approach to its executive compensation program that ties the majority of the compensation payable to executives to stock price and operational performance, and promotes equity ownership among the executives to greater align their interests with those of the Company’s shareholders.

Compensation Setting Process 

Compensation Philosophy and Objectives

The Company’s compensation philosophy is to provide a total compensation package—that is, base salary, short-term (annual) incentive compensation, long-term (equity-based) compensation (generally, in the form of restricted share units (“RSUs”) and performance share units (“PSUs”)), retirement compensation (401(k) contributions), and benefits (such as health insurance, vacation, etc.) that will attract and retain employees with the education, experience, values, initiative and drive necessary to execute the Company’s business plan and achieve the Company’s long-term strategic goals. Each executive’s total compensation opportunity is generally targeted within a reasonable range around the median of similarly-situated executives at the Company’s peer group companies after consideration of the items described in the next paragraph. See “Use of Peer Group Data” below for a list of the companies included in the Company’s 2018 peer group. As further described below, Mr. Griffith was not an executive officer of the Company in 2018 and, as a result, the process and considerations applicable to his 2018 compensation were different than for our other named executives.

The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) reviewed and determined the compensation of Messrs. DeIuliis, Rush and Dugan, who were executive officers of the Company at the beginning of fiscal 2018 (Mr. Griffith did not become an executive officer of the Company until February 2019). Key factors affecting the Compensation Committee’s executive compensation determinations included: (i) the nature and scope of an executive’s responsibilities; (ii) an executive’s performance (including contribution to the Company’s financial results); and (iii) the Compensation Committee’s outside compensation consultant’s report(s) on survey and/or proxy data for compensation paid to executives with similar responsibilities at other similarly-situated companies. In the case of Mr. Griffith, his 2018 compensation was established by Mr. Dugan, his supervisor at that time, with assistance from the Company’s Human Resources personnel and consistent with merit guidelines applicable at a Company-wide level to non-executive employees.

Use of Peer Group Data 

A primary factor that the Compensation Committee considered in determining the total compensation opportunity available to each of Messrs. DeIuliis, Rush and Dugan was whether such total compensation opportunity was competitive with the total compensation opportunities offered to similarly-situated executives by the Company’s competitors.

In connection with the Company becoming a pure-play oil and gas exploration and production (“E&P”) company, the Compensation Committee modified the Company’s peer group for 2018 to select peers that are engaged in businesses substantially similar to the Company’s business. The following peer companies were used to help establish 2018 compensation for Messrs. DeIuliis, Rush and Dugan (collectively, the “peer group”):

Role of Compensation Consultant

The compensation consultant is retained by the Compensation Committee and works with the Compensation Committee in coordination with the Company’s management. For 2018, the Compensation Committee engaged Mercer (the “consultant”) to assist with the development of the Company’s 2018 executive compensation program. A consultant representative generally attended Compensation Committee meetings and was available to participate in executive sessions.

The Compensation Committee looked to the compensation consultant to review the elements of the Company’s compensation program, including the appropriate mix of short- and long-term incentives, and for any recommendations of modifications thereto, based on their review of the market practices at a peer group of companies and the Company’s compensation objectives. The consultant also provided input on the design of the Company’s incentive programs and the underlying performance metrics.

Process for Evaluating Compensation 

Generally, in the first quarter of each year, the Compensation Committee meets to establish the executives’ base salaries, incentive opportunities, and related performance goals of the Company’s incentive compensation programs, including the short-term incentive compensation program (“STIC”) and long-term incentive compensation program (“LTIC”). This general process was used to establish compensation for Messrs. Rush and Dugan for 2018. To establish compensation for a particular person, the Company’s Human Resources personnel make initial assessments that are submitted to Mr. DeIuliis for review. These assessments consider relevant industry salary practices, the complexity and level of responsibility associated with the particular person’s position, the position’s overall importance to the Company in relation to other executive positions, and the competitiveness of the person’s total compensation. Mr. DeIuliis may make appropriate changes to this qualitative assessment based on his determination of such person’s past performance. The Compensation Committee then reviews: (i) Mr. DeIuliis’ compensation recommendations for each person; (ii) Mr. DeIuliis’ evaluation of each of Messrs. Rush and Dugan’s performance and internal value; and (iii) the benchmarking studies as compiled by the consultant.

After considering the factors described above, and in consultation with Mr. DeIuliis and the consultant, the Compensation Committee approved the 2018 compensation packages for Messrs. Rush and Dugan.

To establish compensation for Mr. DeIuliis, the Compensation Committee reviews: (i) the benchmarking studies and compensation alternatives compiled by the consultant; (ii) his self-evaluation of his annual performance; and (iii) the Company’s Board of Directors’ evaluation of his annual performance.

After considering these factors, the Compensation Committee reviews and approves, and recommends that the Company’s Board of Directors approves, Mr. DeIuliis’ compensation. Mr. DeIuliis does not participate in, and is not present for, any approvals relating to his compensation.

Compensation Decisions for 2018 

Elements of Executive Compensation Program 

In 2018, the Company continued to compensate its executives through the following:

Compensation Element Form of Compensation Performance Criteria/Formula Purpose

Base Salary •Cash Individual performance and experience in the role are primary factors in determining base salaries. To provide fixed compensation to attract and retain key executives and offset the cyclicality in the Company’s business that impacts variable pay

Short Term Incentive Compensation Program (“STIC”)

•Cash For the Company’s 2018 STIC, the formula was:

Performance Measure Individual Performance Total Result Adjusted EBITDA/ Share + Capped at 20% of Total STIC Payout = 200%* + Indiv. Perform.

To provide incentives to employees to achieve Adjusted EBITDA and operational performance goals for the year and to reward employees for the achievement of those goals.

* 150% for Mr. Griffith.

Long-Term Incentive Compensation Program (“LTIC”)

•2016, 2017 and 2018 PSUs (vesting 1/5 per year for five years)

•PSUs represented 55% of the LTIC in 2018, 2017 and 2016 •For the PSU awards granted in 2018 for the 2018 – 2022 performance period, the LTIC formula was as follows:

Performance measure (2018 PSUs) Weight Total Units Earned (2018 Tranche)

Relative TSR (S&P 500) 50% 33% Absolute Stock Price 50%

•For the PSU awards granted in 2017 for the 2017 – 2021 performance period, the LTIC formula was as follows:

Performance measure (2017 PSUs) Weight Total Units Earned (2018 Tranche)

Relative TSR (S&P 500) 50% 0% Absolute Stock Price 50%

•For the PSU awards granted in 2016 for the 2016 – 2020 performance period, the LTIC formula was as follows:

Performance measure (2016 PSUs) Weight Total Units Earned (2018 Tranche)

Relative TSR (S&P 500) 50% 200% Absolute Stock Price 50%

•2018 RSUs (vesting 1/3 per year for three years)

•RSUs represented 45% of the 2018 LTIC •RSUs have time-based vesting

To create a strong incentive for key management members to achieve long-term performance objectives and strategic plan and to align management’s interests with those of the Company’s shareholders. Equity awards also are intended to retain executive talent. All equity awards settle in stock.

Other Agreements and Benefits •Retirement Benefits •Change in Control Agreements To attract and retain key management members and, for change in control agreements, to motivate executives to take actions that are in the best interests of the Company.

Perquisites Examples of our perquisites include: •Social Club Memberships •Vehicle Allowance •Occasional Event Tickets To provide a competitive compensation package.

2018 Base Salary 

The Compensation Committee reviewed the base salaries of Messrs. DeIuliis, Rush and Dugan as compared to those of the peer group companies, and as a result, recommended increases to their base salaries for 2018. Mr. DeIuliis declined an increase to his base salary. The annual base salaries of our named executives were as follows for 2018 and 2017:

2018 STIC

The STIC program is designed to deliver annual cash awards when the Company and its executives are successful in meeting or exceeding established performance targets and to pay less, or nothing at all, when the Company and/or its employees fall short of these targets. The STIC program provides incentive compensation (measured at target) that is comparable to compensation provided by companies with which the Company competes for executive talent. The description of the 2018 STIC program established by the Compensation Committee applied to all of the named executives for 2018, except that in the case of Mr. Griffith, his bonus opportunity performance, and aggregate payout were determined by Mr. Dugan in consultation with Mr. DeIuliis as to the aggregate payout amount.

For the 2018 STIC applicable to the January 1, 2018 – December 31, 2018 performance period, the Compensation Committee significantly re-designed and simplified the program to achieve key goals in the Company’s first year as a standalone pure-play E&P company based on achievement of (i) Adjusted EBITDA per share and (ii) pre-established individual performance goals.

Part One: Adjusted EBITDA/Share Goal: 

EBITDA per share was calculated as described in “Calculation of Non-GAAP Financial Measures” below and, for executives at the time, had a score ranging from 0 – 200% (in the case of Mr. Griffith, 0-150%), with a score of 100% (in the case of Mr. Griffith, 75%) indicating target performance and a higher score of up to a maximum of 200% (in the case of Mr. Griffith, up to a maximum of 150%) indicating above-target performance as follows:

If the threshold, or minimum, score had not been achieved, a score of zero would have been assigned, with no payout. Upon achievement of the threshold, target, or maximum score, the EBITDA performance factor was determined based on such score, with total payout potentially modified by the individual performance factor described below. The target Adjusted EBITDA per share performance factor was derived from the annual Board of Directors-approved profit objective (“PO”) for the Company for 2018.

The “EBITDA Score” was then applied to the following formula:

The Adjusted EBITDA per share was achieved at $4.46/share (Adjusted EBITDA of $940M) resulting in the achievement of the goal at maximum for all of the named executives. The Compensation Committee determined that performance at maximum would have been achieved even without the Company’s stock repurchases in 2018.

Part Two: Individual Performance Goals: 

In January 2018, the Compensation Committee approved individual strategic performance goals for the named executives (except for Mr. Griffith, whose goals were determined by Mr. Dugan). The goals (both quantitative and qualitative) were not assigned specific weighted percentages and the Compensation Committee (and Mr. Dugan, in the case of Mr. Griffith) determined achievement after considering performance as to the goals on a holistic basis. Performance relative to the goals was capped at 20% percent of the total STIC payout. The ultimate payouts for Messrs. DeIuliis, Rush and Dugan were a function of the degree to which job responsibilities were aligned with the established goals. The individual strategic performance goals (and related performance results) were as follows for Messrs. DeIuliis, Rush and Dugan:

Based on the results of the 2018 STIC as shown above, the ultimate payouts to our named executives for 2018 performance were as follows:

LTIC 

The Company’s LTIC program is designed to create a strong incentive for the named executives to achieve the longer-term performance objectives in the Company’s strategic plan and to align management’s interests with those of the Company’s shareholders. The Compensation Committee determined that Messrs. DeIuliis, Rush and Dugan would receive their entire 2018 long-term incentive opportunity in the form of PSUs and RSUs, with 55% of their respective target long-term incentive opportunity in the form of PSUs, and 45% in the form of time-based RSUs. In the case of Mr. Griffith, his 2018 long-term incentive opportunity and awards of PSUs and RSUs were recommended by Mr. Dugan and approved by Mr. DeIuliis consistent with the Compensation Committee’s philosophy described above as to the mix of such awards. The Compensation Committee believes that PSU awards align the interests of employees with those of the Company’s shareholders because the vesting of such awards is tied to the achievement of pre-approved, long-term performance goals related to the Company’s stock price.

A. 2018 PSU Grants and 2018 Tranche Metrics and Performance 

In January 2016, 2017 and 2018, PSUs were granted that vest, if earned, ratably over a five-year period. The performance periods for the 2016 PSU Program, 2017 PSU Program and 2018 PSU Program (collectively, the “Programs”) are January 1, 2016 through December 31, 2020, January 1, 2017 through December 31, 2021 and January 1, 2018 through December 31, 2022, respectively. This five-year vesting period encourages retention among our executives.

The vesting of the PSU awards is calculated annually based on the following pre-established, equally-weighted goals, with the aggregate payout capped at 200% of target:

PSU Performance Measures TSR Relative to the S&P 500 (50%)(1) Performance Performance Level Multiplier Outstanding..75th percentile 200% Target 60th percentile 100 % Threshold 25th percentile 50% Below Threshold<25th percentile 0% Absolute Stock Price (50%)(1)(2) 2018 Tranche Performance Level  2016 PSU Program (GDSP + _%) 2017 PSU Program (GDSP + _%) 2018 PSU Program (GDSP + _%) Threshold (50% Payout) 22.5% 14.5% 5.6% Target (100% Payout) 33.1% 21.0% 8.0% Outstanding (200% Payout) 44.3% 27.7% 10.4%

In the event that a tranche fails to pay out at the end of any annual tranche period with respect to the absolute stock price measure (a “Missed Year”), the unvested PSUs attributable to the Missed Year may still become fully vested, capped at the target level, if the Company achieves target performance (or greater) as determined after the end of a future tranche. The opportunity to recoup any missed payouts can occur for any prior tranche, but only up to target performance for that prior period. This is, in fact, a long-term feature of the program that continues to incentivize employees to take actions that result in stock price appreciation in future years and not disincentivize participants in the event one component is not achieved in one year.

Additionally, if the closing market price per share of the Company’s common stock equals or exceeds 200% for one or more future years, all unvested PSUs associated with those specific years will pay out at 200% immediately (“Special Vesting”). The Compensation Committee believes that this Special Vesting feature for the 2017 and 2018 PSU Programs (not included in the 2016 PSU Program) will help to enhance the retention of the executives. This furthers the Company’s Board of Directors’ objective of aligning shareholder and management interests to increase the stock price as soon as possible. If the Company achieves its goals for its shareholders sooner than expected, then management is appropriately compensated. This award term was not included in the CEO’s 2019 PSU award.

The Missed Year and Special Vesting provisions described above only apply to 50% of the 2017 and 2018 PSU awards (i.e., only the absolute stock price goal). In total, the Company’s Board of Directors believes that these features help the PSU program achieve an overall balanced approach by continuing to incentivize employees to operate the Company in a manner that will achieve long-term stock price appreciation in alignment with shareholders’ interests.

In January 2018, the Compensation Committee approved target awards for the 2018 PSU Program (as shown below).

In January 2019, the Compensation Committee determined the payouts for each of the PSU Programs based on the Company’s relative TSR and absolute stock price performance during 2018. This determination was based on strict adherence to the formula described above.

2018 Tranche Performance of PSU Awards 

The performance results for 2018 are shown in the below chart.

As a result of the achievement of the above performance factors, the named executives earned the following payout amounts under the 2018 tranches of the PSU Programs:

B. 2018 RSU Grants

In order to provide competitive compensation, retain key executive talent, and align management’s interests with the shareholders, in January 2018, the Company granted time-based, three-year ratable vesting RSU awards to all of the named executives, which in the case of Messrs. DeIuliis, Rush and Dugan were approved by the Compensation Committee. Mr. Griffith also received an RSU award in January 2018, which was approved by Mr. DeIuliis. The aggregate dollar values of the 2018 RSUs granted to the named executives were as follows:

C. Separation-Related Recognition Awards (RSUs)

Following the Separation and in consideration of the year-long process to transform the Company into a standalone pure-play E&P company, Mr. DeIuliis recommended that the Company’s Board of Directors approve special recognition awards for certain non-employee directors, executive officers, and key employees of the Company. In December 2017, the Company’s Board of Directors approved the following RSU and cash bonus awards to Messrs. Rush, Griffith and Dugan:

Other Compensation Policies and Information  

Retirement Benefit Plans 

During 2018, the Company maintained retirement benefit plans, which were intended to attract and retain key talent. The Company continues to move toward a single qualified defined contribution plan to deliver retirement benefits to its employees, as in 2018 it froze a nonqualified supplemental defined contribution plan in which employees participated. This action left only one supplemental plan in place, which is the Supplemental Retirement Plan (the “SERP”), in which only two active employees participate.  

Change in Control Agreements 

The Company has change in control agreements with certain named executives (the “CIC Agreements”). The CIC Agreements provide for a “double trigger” requirement, in that each named executive (Messrs. DeIuliis, Rush and Dugan) will receive cash severance benefits only if such named executive’s employment is terminated or constructively terminated after, or in connection with, a change in control (as defined in the respective CIC Agreements) and such named executive enters into a general release of claims reasonably satisfactory to us. Under these circumstances, the applicable named executives would be entitled to receive a lump sum cash severance payment equal to a multiple of base pay, plus a multiple of incentive pay (as defined in each named executive’s respective CIC Agreement) as follows:

Additionally, benefits would be continued for 18 to 30 months (as set forth in the applicable CIC Agreement) and equity grants would accelerate and vest in connection with a change in control alone.

The Compensation Committee believes that providing change in control benefits in the CIC Agreements and equity award agreements will motivate executives to take actions in the event of a proposed change in control that are in the best interests of the Company and its shareholders, while reducing the distraction of the potential impact of such a transaction on the named executive personally. To protect the business interests of the Company, the CIC Agreements and equity award agreements also contain confidentiality obligations, a one-year non-competition covenant and a two-year non-solicitation covenant. Additional terms of these agreements are more fully described in “Understanding Our Change in Control and Employment Termination Tables and Information” on page 31.

In connection with the Compensation Committee’s objective to provide compensation opportunities that will attract and retain superior executive personnel who will make significant contributions to the Company, the CIC Agreements that were entered into prior to 2009 (including Mr. DeIuliis’ CIC Agreement) provide for tax gross-ups in the event of a change in control (the CIC Agreements of Messrs. Rush and Dugan, which were entered into more recently, do not contain change in control tax gross-ups). If it is determined that any payment or distribution to or for the disqualified person’s benefit would constitute an “excess parachute payment,” the Company and/or certain affiliates will pay to the disqualified person a gross-up payment, subject to certain limitations, such that the net amount retained by the disqualified person after deduction of any excise tax imposed under Section 4999, and any tax imposed upon the gross-up payment, will be equal to the excise tax on such payments or distributions. In connection with incorporating gross-up provisions in the CIC Agreements entered into prior to 2009, the Compensation Committee determined that such gross-up payments were consistent with general market practice at that time such that the executive would receive the intended level of severance benefits not reduced by the 20% excise tax. It is Company’s policy not to provide tax gross-ups in future CIC Agreements, as evidenced by the more recent agreements with Messrs. Rush and Dugan.

Clawback Policy 

The Compensation Committee and the Company’s Board of Directors approved the adoption of an executive compensation clawback policy, which provides that the Compensation Committee may seek to recover performance-based cash and equity incentive compensation awarded in 2014 and thereafter that were paid to an executive officer in the three years prior to a restatement as a result of the Company’s material non-compliance with the financial reporting requirements of the securities laws if (i) such officer is responsible for such restatement and (ii) the amount paid to the officer would have been lower had it been calculated based on such restated financial statements.

Stock Ownership Guidelines for Executives 

The stock ownership guidelines provide that all employees designated as officers for purposes of the policy should own shares of the Company’s stock, the value of which is a multiple of base salary. The guidelines provide each officer with a five-year period from their appointment as an officer to achieve the applicable ownership level. Shares issuable upon the exercise of stock options or settlement of PSUs held by an individual are not counted for purposes of determining whether an individual has satisfied the ownership guideline requirement, which is as follows for the named executives.

The Company’s stock ownership guidelines were implemented by the Compensation Committee to further align the executives’ interests with those of its shareholders and to comply with what the Company believes are best practices. The Company reviews executives’ compliance with the stock ownership guidelines annually.

No Hedging/Pledging Policy 

The Company’s and the Partnership’s Insider Trading Policies prohibit directors, officers (including named executives) and employees of the Company from engaging in any of the following activities with respect to securities of the Company or the Partnership (except as otherwise may be approved in writing by the Company’s General Counsel): (i) purchases of Company common stock or Partnership common units on margin; (ii) short sales; (iii) buying or selling options (other than the grant and exercise of compensatory stock options by the Company or the Partnership to directors, officers and employees), including buying or selling puts or calls or other hedging transactions with Company or Partnership securities; or (iv) pledging Company stock or Partnership common units (provided, however, that brokerage account agreements may grant security interests in securities held at the broker to secure payment and performance obligations of the brokerage account holder in the ordinary course).

Stock Retention Requirements 

The Compensation Committee has implemented stock retention requirements applicable to the named executives and certain other employees for regular annual cycle PSU and RSU awards in which 50% of vested shares (after tax) must be held until the earlier of: (i) 10 years from the grant date or (ii) the participant reaching age 62.

Perquisites 

The Company provides the named executives and other senior officers with perquisites that it believes are reasonable, competitive and consistent with the Company’s compensation program. The Company’s principal perquisite programs currently include club memberships, de minimis personal usage of Company-purchased event tickets, and a vehicle allowance. These programs are more fully described in the footnotes to the Summary Compensation Table. The Company does not provide tax gross-ups on Company-provided perquisite programs for the named executives.

Tax, Accounting, and Regulatory Considerations  

While the Compensation Committee considers tax deductibility as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of the Company’s executive compensation program even if the awards are not deductible by it for tax purposes.

Section 162(m) of the Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers (and, beginning in 2018, certain former executive officers). Historically, the $1 million deduction limit generally has not applied to compensation that satisfies Section 162(m)’s requirements for qualified performance-based compensation. However, effective for taxable years beginning after December 31, 2017, the exemption for qualified performance-based compensation from the deduction limitation of Section 162(m) has been repealed, such that compensation paid to the Company’s executives in excess of $1 million will not be deductible unless it qualifies for the limited transition relief applicable to certain compensation arrangements in place as of November 2, 2017.

Although the Compensation Committee structured certain performance-based awards in a manner intended to be exempt from Section 162(m), and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of the scope of the transition relief under the legislation repealing the performance-based compensation exemption from the Section 162(m) deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m), in fact, will. The Compensation Committee believes that the Company’s shareholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses.

Calculation of Non-GAAP Financial Measures 

Net Asset Value 

Net Asset Value, or NAV, is a non-GAAP measure calculated as the present value of the Company’s future cash flows less the value of net debt as of a specific date. There is no comparable GAAP measure provided in the Company’s or the Partnership’s financial statements and, thus, no applicable reconciliation.

Adjusted EBITDA and EBITDA Per Share 

The Company defines EBITDA as earnings before deducting net interest expense (interest expense less interest income), income taxes, and depreciation, depletion, and amortization.

Calculations for the 2018 Performance Period of the STIC 

Adjusted EBITDA

EBITDA is defined as earnings before deducting net interest expense (interest expense less interest income), income taxes and depreciation, depletion and amortization. EBITDA and Adjusted EBITDA are not measures of performance calculated in accordance with GAAP, but instead are performance measures calculated consistent with the definition set forth in the Company’s quarterly and year-end earnings releases as furnished with the Company’s filings on Form 8-K. Items that the Company excludes from EBITDA to calculate Adjusted EBITDA may include the following:

Adjusted EBITDA per Share

Equals Adjusted EBITDA divided by the basic shares of the Company’s common stock outstanding at the end of the one-year performance period, December 31, 2018. The basic shares of common stock outstanding will be consistent with the shares used in the Company’s year-end earnings release as filed on Form 8-K to calculate basic EPS from Continuing Operations.

Compensation Committee Report 

We do not have a separate compensation committee. In addition, we do not directly employ or compensate our executive officers. Rather, during 2018, the compensation of our executive officers was set and paid by the Company under its compensation programs. Under the operational services agreement, our general partner paid administrative fees to cover the services provided to us by the executive officers of our general partner who were employees of the Company. In light of the foregoing, the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth herein and, based on such review and discussions, determined that it be included in this Annual Report on Form 10-K/A.

Nicholas J. DeIuliis

Donald W. Rush

Chad A. Griffith

Angela A. Minas

Raymond T. Betler

John E. Jackson

Hayley F. Scott

Compensation Policies and Practices as They Relate to Our Risk Management 

As described in the CD&A, we do not have any employees and further do not maintain any compensation programs or policies applicable to employees of the Company, other than the CNXM LTIP that was adopted by the Board of Directors to promote our interests by providing incentive compensation awards denominated in or based on our common units. We do not believe that the awards granted under the CNXM LTIP encourage the Company’s employees receiving such awards to take excessive risks that are reasonably likely to have a material adverse effect on us.

A discussion of the Company’s compensation policies and programs as they apply to its employees, including Messrs. DeIuliis, Rush, Griffith and Dugan, is set forth in the Company’s proxy statement for the 2019 Annual Meeting of Shareholders filed with the SEC on April 18, 2019.

Summary Compensation Table – 2018 

The following table discloses the compensation for Mr. DeIuliis, the principal executive officer of the general partner, Mr. Rush, the principal financial officer of the general partner, and the other two most highly-compensated named executives of the general partner serving at the end of fiscal 2018 (other than Messrs. DeIuliis and Rush): Mr. Griffith, President, and Mr. Dugan, Chief Operating Officer (there were no other executive officers of the general partner serving at the end of fiscal 2018).

Grants of Plan-Based Awards – 2018 

The following table sets forth each grant made to a named executive in the 2018 fiscal year under plans established by the Company.

Understanding Our Summary Compensation and Grants of Plan-Based Awards Tables 

In addition to their base salaries, the Company’s executive officers receive a mix of at-risk compensation, both short- and long-term, for their services. Pursuant to the Company’s plans, executive officers are eligible to receive annual cash incentive awards based on the achievement of certain performance targets, and long-term equity awards generally in the form of RSUs, PSUs and/or stock options. Each of these elements of compensation and the plans under which they are awarded are discussed in the “Compensation Discussion and Analysis” section of this Form 10-K/A starting on page 6.

Outstanding Equity Awards at Fiscal Year-End – 2018 

The following table sets forth all unexercised options, and unvested RSU and PSU awards that have been awarded to our named executives by the Company and were outstanding as of December 31, 2018.

Option Exercises and Stock Vested Table – 2018 

The following table sets forth information concerning each exercise of the Company’s options and the vesting of RSUs and PSUs of the Company during the 2018 fiscal year.

Pension Benefits Table – 2018  

The following table provides information with respect to each plan that provides for specified retirement payments or benefits, or payments or benefits that will be provided primarily following retirement, including benefits available under the Company’s non-qualified defined benefit plans (which we refer to as the Supplemental Retirement Plan or SERP and the New Restoration Plan), but excluding nonqualified defined contribution plans.

Understanding Our Pension Benefits Table 

This section provides information regarding the Company’s retirement programs, which include the SERP and the New Restoration Plan.

Supplemental Retirement Plan 

On December 5, 2006, the Company’s Board of Directors approved and adopted the SERP, effective January 1, 2007. Certain modifications were made to the SERP that became effective December 4, 2007. The SERP is designed primarily for the purpose of providing benefits for a select group of management and highly-compensated employees of the Company and its subsidiaries, and is intended to qualify as a “top hat” plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company established the SERP to attract and retain persons that it considered to be important to the Company’s success by providing benefits that are not restricted by the statutory limitations imposed by the federal income tax laws. The SERP is an unfunded, unsecured obligation of the Company, the benefits of which will be paid from its general assets.

Mr. DeIuliis and other eligible individuals were the initial participants in the SERP. On September 9, 2009, the Company’s Board of Directors adopted amendments to the SERP to include certain employees of CNX Gas, and to give service credit thereunder for service with CNX Gas to all participants in the plan who are or were employees of CNX Gas, including Mr. DeIuliis. The amendments to the SERP were consistent with the Company’s assumption of CNX Gas’s compensatory arrangements as part of the management reorganization that occurred in January 2009.

In September 2011, the Company’s Board of Directors authorized amendments to the SERP, which froze the plan effective December 31, 2011 for current and future employees, except for certain officers (referred to hereafter as the “excepted employees”). After the applicable date, no existing participant or future employee, other than the excepted employees, accrues benefits under the SERP, and no compensation or service is counted for purposes of calculating benefits thereunder. Frozen participants’ years of service continue to accrue, solely for vesting purposes. Mr. DeIuliis is an excepted employee and, accordingly, continues to accrue benefits under the SERP.

The Compensation Committee has reserved the right to terminate a participant’s participation in the SERP at any time. Additionally, if a participant’s employment is terminated or if a participant no longer meets basic eligibility standards, the participant’s participation in the SERP (and such person’s right to accrue any benefits thereunder) will terminate automatically. Final average compensation and years of service will be determined at such time.

The amount of each participant’s benefit under the plan as of age 65 (expressed as an annual amount) will be equal to 50% of “final average compensation” multiplied by the “service fraction,” as calculated on the participant’s date of employment termination with the Company. “Final average compensation” means the average of a participant’s five highest consecutive annual compensation amounts (annual base salary plus amounts received under the STIC) while employed by the Company or its subsidiaries. The “service fraction” means a fraction with a numerator equal to a participant’s number of years of service and a denominator of 20, and cannot exceed one.

The benefit described above will be reduced by a participant’s vested benefits (including benefits already paid or payable in the future (converted to an annual amount)) under: (i) the Pension Plan; (ii) the restoration plan; and (iii) any other plan or arrangement providing retirement-type benefits, including arrangements with prior employers, to the extent service with such other employer or under such arrangement is credited under the SERP. As part of the Separation, the sponsorship of the Pension Plan was transferred to CONSOL Energy Inc., which now is an entity independent of the Company.

No benefit will be vested under the SERP until a participant has five years of service with the Company or its participating subsidiaries while the participant meets the applicable eligibility standards. For a description of the effect of termination or change in control upon benefits under the SERP, see “Understanding Our Change in Control and Employment Termination Tables and Information” on page 31.

Benefits under the SERP will be paid in the form of a life annuity with a guaranteed term of 20 years (which will be the actuarial equivalent of a single life annuity) commencing in the month following the later to occur of: (a) the end of the month following the month in which the participant turns age 50 or (b) the end of the month following the month in which the employment termination of a participant occurs. In the event the benefits commence prior to the participant’s normal retirement age, the benefit will be actuarially reduced as necessary (using assumptions specified in the Pension Plan).

New Restoration Plan (Frozen)

The New Restoration Plan was frozen in 2018. Prior to the freeze, eligibility for benefits under the New Restoration Plan was determined each calendar year (the “Award Period”). Participants whose sum of annual base pay as of December 31 and amounts received under the STIC or other annual incentive program earned for services rendered by the participant during the award period exceed the compensation limits imposed by Section 401(a)(17) of the Code (up to $270,000 for 2017, the final year for which benefits were credited) were eligible for benefits under the New Restoration Plan for such period. The amount of each eligible participant’s benefit under the plan was equal to 9% times annual base salary as of December 31 and amounts received under the STIC (or other annual incentive program earned for services rendered by the participant during the award period), less 6% times the lesser of (i) annual base salary as of December 31 or (ii) the compensation limit imposed by the Code for the award period ($270,000 for 2017).

The New Restoration Plan is an unfunded, unsecured obligation of the Company, the benefits of which will be paid from its general assets. The Company’s employees who are eligible to participate and accrue benefits in the SERP are ineligible to participate in the New Restoration Plan. Messrs. Dugan and Rush, and other eligible individuals, are participants in the New Restoration Plan.

Benefits under the New Restoration Plan will be paid in the form of 240 equal monthly installments, with each installment equal to the value of the participant’s account at commencement divided by 240. Benefits commence in the month immediately following the later to occur of: the month (i) in which the participant turns age 60 or (ii) containing the six-month anniversary date of the participant’s separation from service.

Potential Payments Upon Termination or Change in Control Tables 

Except as otherwise indicated, the following narrative and tables set forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, including, without limitation, incapacity retirement or a constructive termination of a named executive, or a change in control or a change in the named executive’s responsibilities, as such scenarios are contemplated in the contracts, agreements, plans or arrangements described below.

For each named executive, the payments and benefits detailed in the tables below are in addition to any payments and benefits under the Company’s plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each named executive, including those set forth in the Pension Benefits Table – 2018, and any stock options vested as of December 31, 2018 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End Table – 2018). The tables assume that employment termination and/or the change in control occurred on December 31, 2018 and a valuation of the Company’s common stock based on its closing market price per share on December 31, 2018 of $11.42 per share. The tables also assume that each executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described below.

A description of some elements of the plans, arrangements and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or change in control are also described under “Compensation Discussion and Analysis” on page 6. The footnotes to the tables describe the assumptions that were used in calculating the amounts described below.

Tables 

NICHOLAS J. DEIULIIS*  

DONALD W. RUSH* 

CHAD A. GRIFFITH*

TIMOTHY C. DUGAN*  

Understanding Our Change in Control and Employment Termination Tables and Information 

This section provides information regarding the following Company agreements and/or programs which provide for benefits to be paid to named executives in connection with employment termination and/or a change in control of the Company or, with respect to Mr. DeIuliis, CNX Gas: CIC Agreements; stock options; RSUs; PSUs; Supplemental Retirement Plan; New Restoration Plan; and Severance Pay Plan for Salaried Employees.

Change in Control Agreements 

As of December 31, 2018, Messrs. Rush and Dugan each had CIC Agreements with the Company, and Mr. DeIuliis had a CIC Agreement with the Company and CNX Gas. The CIC Agreements provide severance benefits to the applicable named executives if they are terminated (i) after, or in connection with, a Company change in control (as described below) (and/or, in the case of Mr. DeIuliis, a CNX Gas change in control (as described below)) by the Company (and/or by CNX Gas, in the case of Mr. DeIuliis) for any reason other than cause (as defined below), death or disability (as defined below), that occurs not more than three months prior to or within two years after, a Company change in control (and/or a CNX Gas change in control, in the case of Mr. DeIuliis), or is requested by a third party initiating the Company change in control (and/or the CNX Gas change in control, in the case of Mr. DeIuliis) or (ii) within the two-year period after a Company change in control (and/or a CNX Gas change in control, in the case of Mr. DeIuliis), if he is “constructively terminated” (as defined below).

Under the circumstances described above, as of December 31, 2018, the applicable named executives would be entitled to receive:

In addition, upon a change in control (as defined below), all equity awards granted to each of the applicable executives would become fully vested and/or exercisable on the date the change in control occurs and all stock options or stock appreciation rights would remain exercisable for the period set forth in the applicable award agreement. If it is determined that any payment or distribution to an executive or for his benefit would constitute an “excess parachute payment” within the meaning of Section 280G of the federal income tax laws, Mr. DeIuliis will be entitled to an additional amount, subject to certain limitations, such that the net amount retained by him after deduction of any excise tax imposed under Section 4999 of the federal income tax laws, and any tax imposed upon the gross-up payment, will be equal to the excise tax on the payment.

In the case of Messrs. Rush and Dugan, the provisions of their CIC Agreements provide that in the event that any payment or distribution by the Company would constitute an “excess parachute payment” within the meaning of Section 280G, the Company will limit such payments to an amount below the excess parachute payment amount, such that there will not be any excise tax on such payments.

The CIC Agreements contain confidentiality, non-competition and non-solicitation obligations. The named executives each agreed not to compete with the business for one year, or to solicit employees for two years, following a termination of employment, when such executive is receiving severance benefits under a CIC Agreement.

No payments are made or benefits provided under the CIC Agreements unless the executive executes, and does not revoke, a written release of any and all claims (other than for entitlements under the terms of the agreement or which may not be released under the law).

“Cause,” under the CIC Agreements, is a determination by the Company Board (or the CNX Gas Board in the case of Messrs. DeIuliis) that the executive has:

Notwithstanding the foregoing, the executive will not be deemed to have been terminated for “cause” under clause (b) above unless the majority of the members of the Company Board (or the CNX Gas Board in the case of Mr. DeIuliis) plus one member of such board, find that, in its good faith opinion, the executive has committed an act constituting “cause,” and such resolution is delivered in writing to the executive.

A “change in control” under the CIC Agreements means the occurrence of any of the following events (for purposes of this section, with respect to Mr. DeIuliis, where applicable, references to the “Company” also include the Company’s subsidiary, CNX Gas; references to the “Company Board” also include the CNX Gas Board; references to “shareholders of the Company” also include shareholders of CNX Gas and references to “voting stock” also include securities of CNX Gas):

In each CIC Agreement, a “constructive termination” means:

Stock Options 

In the event that a named executive’s employment with the Company (including any affiliate of the Company) is terminated for “cause” (as defined in the Company EIP) or the named executive breaches non-competition or proprietary information covenants (see description below), then any stock option (whether vested or unvested) that is granted to the named executive will be cancelled and forfeited in its entirety on the date of termination of employment or breach of covenant, as applicable. In addition, any stock option exercised during the six-month period prior to such termination of employment or breach of covenant, as applicable, will be rescinded, and the named executive will be required to pay to the Company within 10 days an amount in cash equal to the gain realized by the exercise of the stock option.

In the event that the named executive’s employment terminates voluntarily, due to “disability” (as defined in the Company EIP) or by the Company without “cause” (as defined in the Company EIP), the non-vested portion of any stock option will be deemed cancelled on the termination date and the vested portion, if any, of the stock option as of the date of such termination will remain exercisable for the lesser of a period of 90 days following termination or until the expiration date of the stock option. Notwithstanding the previous sentence, if such termination occurs by reason of an “incapacity retirement” as defined in the Pension Plan (or any successor plan) and as provided in the award agreement, then in that event the non-vested portion of the stock option will continue to vest and become exercisable in the ordinary course and will remain exercisable until the stock option’s expiration date.

In the event that employment with the Company (including any affiliate) is terminated without cause and after a decision that such termination qualifies for special vesting treatment, the non-vested portion of a stock option will continue to vest and become exercisable in accordance with the vesting schedule set forth in the award agreement, and will remain exercisable until the expiration date. In the event that the named executive’s employment is terminated by reason of death, the non-vested portion of the stock option will vest in its entirety immediately upon the date of death and will remain exercisable for the lesser of a period of three years following death or the expiration date.

RSUs 

All shares subject to RSU awards that are issued under the Company EIP will vest (i.e., will not be subject to forfeiture as the result of employment termination) upon the occurrence of certain specified termination of employment events such as incapacity retirement, termination of employment by reason of death or as part of a reduction in force as specified and implemented by the Company, or without cause and after a decision that such termination without cause qualifies for special vesting treatment. In no event will any shares vest in the event employment with the Company is terminated for “cause” as defined in the Company EIP (see below) or if a named executive leaves the Company’s employment for any reason other than in connection with a special vesting event.

In addition, if employment is terminated for cause or the named executive breaches the non-competition or proprietary information covenants (see below), then, in addition to awards being cancelled with respect to any unvested shares, the named executive will also forfeit all of his right, title and interest in and to any shares which have vested under existing awards and which are held by him at that time. In addition, to the extent a named executive has sold any of his vested shares within the six month period ending with the date of the named executive’s termination for cause or breach of the non-competition or proprietary information covenants or at any time thereafter, then the named executive will be required to repay to the Company, within 10 days after receipt of written demand from the Company, the cash proceeds received upon each such sale, provided the demand is made by the Company within one year after the date of that sale.

In the event employment is terminated because of a reduction in force, the named executive will not be subject to the non-competition and certain non-solicitation provisions contained in the award agreement.

PSUs 

The PSU awards also include special vesting provisions in connection with certain employment termination circumstances.

In the event the named executive’s employment with the Company (or an affiliate) is terminated (i) on or after the date the named executive has reached the age of 62, (ii) on account of death or disability, or (iii) by action taken by the Company (including any affiliate) without cause and after a decision that such termination without cause qualifies for special vesting treatment (a “Qualifying Separation”), the named executive will be entitled to retain the PSUs and receive payment therefore, to the extent earned and payable; provided, however, that in the case of a termination on or after the named executive has reached the age of 62 or on account of disability, the named executive will only be entitled to retain a prorated portion of the PSUs determined at the end of the performance period, based on the ratio of the number of complete months that the named executive worked in the performance period.

If the named executive’s employment with the Company or any affiliate generally is terminated for any other reason, including by the named executive voluntarily, or by the Company (including any affiliate) with or without cause (other than in connection with a Qualifying Separation), the PSUs awarded to the named executive will be cancelled and forfeited.

Equity Incentive Plan Definitions 

The following definitions and provisions are set forth in the Company EIP:

“Cause” is defined, unless otherwise defined in the applicable award agreement, as a determination by the Compensation Committee that a person has committed an act of embezzlement, fraud, dishonesty or breach of fiduciary duty to the Company, deliberately and repeatedly violated the rules of the Company or the valid instructions of the Company’s Board of Directors or an authorized officer of the Company, made any unauthorized disclosure of any of the material secrets or confidential information of the Company, or engaged in any conduct that could reasonably be expected to result in material loss, damage or injury to the Company.

“Disability” is defined, unless otherwise defined in the applicable award agreement, as an award recipient’s inability, because of physical or mental incapacity or injury (that has continued for a period of at least 12 consecutive calendar months) to perform for the Company or an affiliate of the Company substantially the same services as he or she performed prior to incurring the incapacity or injury.

Change in Control and Restrictive Covenant Provisions – the Company’s Options, RSUs, and PSUs 

All Company option, RSU and PSU awards, whether or not vested, vest upon a change in control, which is defined under the Company EIP as (unless otherwise defined in the applicable award agreement) the earliest to occur of:

However, in the event the accelerated vesting of the awards, either alone or together with any other payments or benefits to which the named executive may otherwise become entitled from the Company in connection with the “change in control” would, in the Company’s good faith opinion, be deemed to be a parachute payment under Section 280G of the Code (or any successor provision), then, unless any agreement between the named executive and the Company provides otherwise, the number of options and RSUs which vest on this accelerated basis will be reduced to the extent necessary to assure, in the Company’s good faith opinion, that no portion of the accelerated award will be considered such a parachute payment.

All Company option, RSU and PSU awards contain a covenant regarding confidential information and trade secrets, pursuant to which the recipient must agree, at any time during or after his or her employment with the Company, not to disclose or use for his or any other person or entity’s own benefit or purposes, other than the Company and its affiliates, any proprietary confidential information or trade secrets, which are unique to the Company and not generally known to the industry or the public (except as otherwise provided therein). In addition, upon termination with the Company for any reason, the award recipient must immediately return all materials relating to the business of the Company and its affiliates, excluding personal notes, notebooks and diaries, and may not retain or use for such person’s own account at any time any trade names, trademarks or other proprietary business designation used or owned in connection with the business of the Company or its affiliates.

With respect to outstanding PSUs, upon a change in control, the applicable performance goals will be deemed to have been achieved on such date and the PSUs will be paid based on performance relative to such goals as of such date, with the value of such PSUs to be settled on the closing date of the change in control transaction; provided, however, that in the event of a change in control, PSUs may be settled in cash and/or securities or other property.

Supplemental Retirement Plan 

If a participant’s employment with the Company or any subsidiary terminates for “cause” (which is defined in the Supplemental Retirement Plan to include a violation of any nonsolicitation, noncompetition or nondisclosure provision contained in any agreement entered into by and between a participant and the Company or any subsidiary), no benefits will be payable under the Supplemental Retirement Plan. Additionally, each participant agrees by participating in the Supplemental Retirement Plan that within ten (10) days after the date we provide the participant with a notice that there has occurred a termination on account of “cause,” the participant will pay to us in cash an amount equal to any and all distributions paid to or on behalf of such participant under the plan within the six (6) months prior to the date of the earliest breach. A forfeiture of Supplemental Retirement Plan benefits will also occur for certain cause events even if the event does not occur or is not discovered until after any termination of employment. Benefits under the Supplemental Retirement Plan will immediately vest upon death or disability of a participant or upon a “change in control” (as described below).

Further, the participant will be entitled to receive the vested benefits in a lump sum payment if the participant’s employment is terminated after, or in connection with, a “change of control” (as defined in the Supplemental Retirement Plan) on account of: (i) an involuntary termination associated with a change in control within the two year period after the change in control, or (ii) a termination by the Company other than for cause or due to the participant’s death or disability that (A) occurs not more than three months prior to the date on which a “change in control” occurs or (B) is required by a third party who initiates a change in control.

The benefit will be calculated as if the participant terminated on the date of the change in control, but the participant will be considered only for purposes of applying the appropriate actuarial reduction to have a minimum age of 55 and a minimum of 20 years of credited service. Additional service credit will also be provided for the term of any payments under a participant’s CIC Agreement, if any, with the Company. See “Understanding our Pension Benefits Table” on page 26 for more information regarding the Supplemental Retirement Plan.

New Restoration Plan 

The New Restoration Plan was frozen for future benefit credits effective July 1, 2018. If a participant’s employment terminates on account of “cause” (as defined in the New Restoration Plan), no benefits will be payable. Additionally, each participant agrees by participating in the New Restoration Plan that within ten (10) days after the date we provide the participant with a notice that there has occurred a termination on account of cause, the participant will pay to us in cash an amount equal to any and all distributions paid to or on behalf of such participant under the plan within the six (6) months prior to the date of the earliest breach. A forfeiture of New Restoration Plan benefits will also occur for certain “cause” events even if the event does not occur or is not discovered until after any termination of employment.

Severance Pay Plan for Salaried Employees 

Eligible employees of the Company are entitled to receive benefits under the Severance Pay Plan immediately upon completion of one year of continuous service with the Company. Pursuant to the terms of the Severance Pay Plan, upon an involuntary termination that is part of a workforce reduction, the employee is entitled to one week’s compensation for each completed full year of continuous service, up to a maximum of 25 weeks’ compensation, subject to the Severance Pay Plan’s reemployment provisions described below. Benefits under the Severance Pay Plan do not apply where the employee is terminated for “cause” (as defined in the Severance Pay Plan) or resigns, or where such employee’s employment ends in connection with the sale of stock or all or part of the Company asset and the employee is offered employment by the purchaser (or its affiliate) of the stock or all or part of the Company asset.

Calculation of the one week’s compensation is made on the basis of straight time pay (excluding any bonus or overtime compensation) for such employee’s permanently assigned position. In addition to severance benefits, employees are granted any vacation pay to which they are entitled. Employees with less than one year of service are paid only up to and including the date of termination.

In the event that the terminated employee is re-employed as a full-time employee before the severance pay period has expired, the employee shall reimburse the Company for the amount of severance benefits which relate to the unexpired period. If the employee was granted vacation pay, the employee may, at his or her option, remit the vacation pay to the Company and schedule a later vacation at a time mutually agreed upon with the Company.

Employees will not be entitled to severance under this plan unless and until such employee executes, and does not revoke, a release, deemed satisfactory by the Company, waiving any and all claims against the Company, its affiliates and subsidiaries and all related parties.

2018 Pay Ratio Information  

The SEC rules require disclosure of the annual total compensation of our Chief Executive Officer, Mr. DeIuliis, the annual total compensation of a “median employee” (determined by excluding our Chief Executive Officer), and the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). We do not have any employees from which to calculate and provide this disclosure. The executive officers and all other personnel necessary for our business are employed and compensated by the Company (except for equity awards granted under the CNXM LTIP) and our payment of administrative services fees in accordance with the operational services agreement. The Partnership and the Board of Directors do not influence or control the compensation paid to the Company’s employees.

The estimate of the relationship of the annual total compensation of Mr. DeIuliis, the Chief Executive Officer, to the median of the annual total compensation of the Company’s employees, is set forth in the Proxy Statement.

Compensation of Directors 

Officers of the Partnership who also serve as directors on the Board of Directors do not receive additional compensation for their service on the Board of Directors. During 2018, members of the Board of Directors who were not our officers received the compensation described below.

Additional payments, as necessary, may be made as consideration for service incurred per transaction reviewed by the conflicts committee, if formed.

In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings. Each director will be indemnified for his or her actions associated with being a director to the fullest extent permitted by Delaware law.

The table below shows the total 2018 compensation of each of the non-employee directors on the Board of Directors who served during 2018:

Director Compensation Table – 2018 

Compensation Committee Interlocks and Insider Participation 

We are not required to maintain, and do not maintain, a compensation committee. Messrs. DeIuliis and Rush, who are directors of the Partnership, were also executive officers of the Company during 2018. All compensation decisions with respect to Messrs. DeIuliis and Rush were made by the Company’s Compensation Committee, and they did not participate in deliberations regarding executive compensation (other than Mr. DeIuliis, who is also the Company’s President and Chief Executive Officer and a director on its Board of Directors, and who made compensation recommendations in 2018 to the Compensation Committee with respect to officers other than himself). Mr. Griffith, who became an executive officer of the Company in February 2019, did not join the Board of Directors of the general partner until February 2019.

Security Ownership of Certain Beneficial Owners and Management 

The following tables set forth information with respect to the beneficial ownership of the Partnership’s common units by:

The table also presents the ownership of common stock of the Company held by each director, each named executive and all directors and executive officers of the Partnership as a group, as of March 12, 2019.

Amounts shown below include phantom units that may be settled for common units and options that are currently exercisable or that may become exercisable within 60 days of March 12, 2019 (i.e., May 11, 2019). Unless otherwise indicated, the named person has the sole voting and dispositive powers with respect to the Partnership’s common units and the Company’s shares of common stock set forth opposite such person’s name.

Brokerage account agreements may grant security interests in securities held at the broker to secure payment and performance obligations of the brokerage account holder in the ordinary course. Shares shown in the table for the directors and executive officers may be subject to this type of security interest.

Securities Authorized for Issuance Under the CNXM LTIP 

The following table summarizes the Partnership’s equity compensation plan information as of December 31, 2018.

PART IV 

(a)(1) and (2) Financial Statements and Schedules. 

Our consolidated financial statements are included in Part II, Item 8 of the Original Form 10-K. Financial statement schedules required under SEC rules but not included in the Original Form 10-K are omitted because they are not required, not applicable or the required information is contained in the consolidated financial statements or notes thereto.

(a)(3) Exhibits. 

In reviewing any agreements incorporated by reference in this Amendment or filed with this Amendment, please remember that such agreements are included to provide information regarding their terms. They are not intended to be a source of financial, business or operational information about the Partnership. The representations, warranties and covenants contained in these agreements are made solely for purposes of the agreements and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in

connection with negotiating the terms of the agreements, including being made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Partnership, in connection with acquisition agreements, of the assets to be acquired. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 26th day of April, 2019.