8-KCorporate ChangesExhibits & Filings

EQT Corp 8-K Report, Bylaw Amendment (Oct 15, 2015)

Filed October 15, 2015For Securities:EQT

Summary

This Form 8-K filing by EQT Corporation on October 15, 2015, details amendments to its Articles of Incorporation or Bylaws, specifically the adoption of a "proxy access" provision and other procedural changes. The most significant update is the introduction of proxy access, which will allow eligible shareholders meeting certain ownership thresholds and holding periods to nominate director candidates and include them in the company's proxy materials. This provision, effective for the 2017 annual meeting, aims to provide shareholders with a more direct mechanism to influence board composition. In addition to proxy access, EQT Corporation's Board of Directors has updated its bylaws to facilitate electronic delivery of shareholder notices, clarify advance notice requirements for shareholder business and nominations, and adjust the timeframe for setting record dates for shareholder meetings. A notable procedural change establishes Pennsylvania state and federal courts as the exclusive forum for specific types of litigation involving the company, such as derivative actions and breach of fiduciary duty claims. These amendments were made by the Board and did not require shareholder approval.

Key Highlights

  • 1EQT Corporation adopted a "proxy access" provision through amendments to its bylaws, effective for the 2017 shareholder meeting.
  • 2Proxy access allows qualifying shareholders (3% ownership for 3+ years) to nominate director candidates for inclusion in company proxy materials.
  • 3The number of proxy access nominees allowed is the greater of two directors or 20% of the Board.
  • 4Additional eligibility and procedural requirements apply to proxy access nominations.
  • 5Bylaws were updated to permit electronic delivery of shareholder notices.
  • 6The period for the Board to fix a record date for shareholder meetings was extended from 70 to 90 days.
  • 7A new provision designates Pennsylvania state and federal courts as the exclusive forum for certain company litigation, including derivative actions and breach of fiduciary duty claims.

Frequently Asked Questions

The main purpose of these bylaw amendments is to implement a "proxy access" provision that will allow eligible shareholders to nominate director candidates and have them included in the company's proxy materials. Other amendments focus on procedural updates, such as electronic notice delivery and establishing an exclusive forum for litigation.

The proxy access provision will first be available to EQT Corporation's shareholders in connection with the Company's 2017 annual meeting of shareholders.

A shareholder, or a group of up to twenty shareholders, must have continuously owned at least 3% of the company's voting power for at least three years. These nominations are also subject to additional eligibility, procedural, and disclosure requirements outlined in the Restated Bylaws.

No, the exclusive forum provision applies to specific types of actions, including derivative actions brought on behalf of the company, claims of breach of fiduciary duty, actions arising under Pennsylvania Business Corporation Law or the company's charter/bylaws, and other claims governed by the internal affairs doctrine. It does not necessarily cover all possible shareholder lawsuits.