CEIX CONSOL Energy Inc

As described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the “Annual Meeting”) of CONSOL Energy Inc. (the “Company”) held on May 8, 2020, the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved a Certificate of Amendment (the “Charter Amendment”) amending the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate certain supermajority voting requirements in the Certificate of Incorporation. The Board previously approved the Charter Amendment. On May 8, 2020, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective on that date.

A more complete description of the Charter Amendment is set forth in “Proposal No. 5 – Approval of Amendments to the Certificate of Incorporation to Eliminate Supermajority Vote Requirements After our Board is Declassified” in the Corporation’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 27, 2020. Each of that description and the foregoing summary of the Charter Amendment set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Charter Amendment attached hereto as Exhibit 3.1, which is incorporated herein by reference.

The Board also approved certain amendments to the Amended and Restated Bylaws of the Company (the “Existing Bylaws”) which amendments shall be effective as of May 9, 2020 (as amended, the “Second Amended and Restated Bylaws”). The amendments to the Existing Bylaws as reflected in the Second Amended and Restated Bylaws include: (i) changing Section 3.13 of the Existing Bylaws to permit the removal of directors upon the vote a majority of the outstanding shares of capital stock of the Company after the Board is declassified, (ii) changing Section 4.1 to eliminate the requirement that the Company have Vice Presidents (including Senior Vice Presidents) and a Treasurer, (iii) changing Section 4.3 to permit the Company’s Chief Executive Officer to appoint one or more Vice Presidents (including Senior Vice Presidents) and a Treasurer, (iv) changing Article IX to eliminate the requirement that amendments to Sections 3.2 and 3.13 of the Second Amended and Restated Bylaws be approved by at least three quarters of the voting power of all outstanding shares of capital stock of the Company after the Board is declassified, and (v) making certain additional non-substantive changes to correct typographical errors and clarify certain provisions.

The foregoing description of the Second Amended and Restated Bylaws set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amended and Restated Bylaws attached hereto as Exhibit 3.2, which is incorporated herein by reference.