United States securities and exchange commission logo
March 8, 2024
Brandon Rees
Deputy Director of Corporations and Capital Markets
American Federation of Labor and Congress of Industrial Organizations
815 Black Lives Matter Plaza NW
Washington, DC 20006
Re: American Federation
of Labor and Congress of Industrial Organizations
Warrior Met Coal,
Inc.
PREN14A Filed
February 29, 2024
Filed By American
Federation of Labor and Congress of Industrial
Organizations et
al.
File No. 001-38061
Dear Brandon Rees:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used herein have the same meaning as in your proxy
statement.
PREN14A Filed February 29, 2024
General
1. Please generally revise
the description of the Stockholder Proposals and the discussion
of them throughout the
proxy statement to make clear that they are non-binding and
advisory in nature, and
will not legally mandate any action by the Company.
Reasons For This Proxy Solicitation, page 1
2. We note the following
statement on page 2: During the strike, the Company idled one of
its two active mines
and reduced production at its second mine. Please revise this
statement to specify
how long the relevant mine was idled.
3. On page 2, you state
that the Company had idle mine and business interruption expenses
of $56 million in 2022.
It does not appear that footnote 7 supports this amount of
Brandon Rees
FirstName LastNameBrandon
American Federation of Labor Rees
and Congress of Industrial Organizations
Comapany
March NameAmerican Federation of Labor and Congress of Industrial
Organizations
8, 2024
March2 8, 2024 Page 2
Page
FirstName LastName
expenses. Please revise or advise.
4. On page 4, you compare the Company s sales between 2020 and 2022
with the sales of
Arch Resources, Inc. ("Arch") and Peabody Energy Corporation
("Peabody") between
2021 and 2022. Please add the sales of Arch and Peabody during 2020 to
this comparison
to present these sales figures consistently.
5. On page 5, you include a graph showing the cumulative stock price
return of the
Company s common stock compared to Arch and Peabody based on the
Company
omitting the Custom Composite Index from the Stock Performance Graph
in its 2023
Annual Report. Please clarify whether this graph was prepared in
accordance with Item
201(e) of Regulation S-K, or otherwise specify the methodology for
preparing this graph.
Stockholder Proposal #1, page 6
6. We note the following statement on page 6: When our Company
originally announced
the NOL Rights Plan in 2020, the Company reported federal and state
net operating losses
exceeding approximately $1.6 billion. Please provide support for
this amount of net
operating losses.
Stockholder Proposal #2, page 7
7. We note the following statement on page 8: According to the Council
of Institutional
Investors, proxy access is available in some form at over two-thirds
of S&P 500
companies and one-fifth of Russell 3000 companies. Consistent with
footnote 25, please
revise this statement to clarify that proxy access is available in
some form at less than
one-fifth of Russell 3000 companies.
Preliminary Proxy Card, page 15
8. On the second page of the preliminary proxy card, you state that if
you do not indicate an
instruction with respect to any of these Stockholder Proposals on the
[color] proxy card,
the named proxies will cause your proxy to be voted for the
Stockholder Proposals.
However, this statement appears to be inconsistent with the following
disclosure on the
first page of the preliminary proxy card: This proxy card grants no
discretionary voting
authority . . . . Please revise.
9. On your preliminary proxy card, you list For , Against , and
Abstain as the three
voting options for Management Proposal #3. Please revise the voting
options for
Management Proposal #3 to show 1 Year , 2 Years , 3 Years
, and Abstain
consistent with the Company s preliminary proxy card. See Exchange
Act Rule 14a-
4(b)(5).
10. On the last page of the preliminary proxy card, there appears to be a
typo which may
cause stockholder confusion: "Where not [sic] voting instructions are
given, the shares
represented by this proxy . . . ." Please revise.
Brandon Rees
American Federation of Labor and Congress of Industrial Organizations
March 8, 2024
Page 3
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or
Christina Chalk at
202-551-3263.
FirstName LastNameBrandon Rees Sincerely,
Comapany NameAmerican Federation of Labor and Congress of Industrial
Organizations
Division of Corporation
Finance
March 8, 2024 Page 3 Office of Mergers &
Acquisitions
FirstName LastName