8-KLeadership ChangesShareholder Matters

EQT Corp 8-K Report, Executive Changes (Jul 10, 2019)

Filed July 10, 2019For Securities:EQT

Summary

This 8-K filing by EQT Corporation announces significant leadership changes and updates on shareholder matters. The most impactful development for investors is the appointment of Toby Z. Rice as the new President and Chief Executive Officer, effective July 10, 2019. Mr. Rice, formerly with Rice Energy and Rice Investment Group, assumes leadership along with William E. Jordan as Executive Vice President and General Counsel. This transition involves the departure of the previous CEO, Robert McNally, and General Counsel, Jonathan Lushko, whose departures are noted to be in accordance with existing severance agreements. Furthermore, the filing details the outcomes of EQT's 2019 Annual Meeting of Shareholders, also held on July 10, 2019. Key shareholder approvals include the election of 12 directors, with a significant portion of the elected directors being nominees supported or put forth by the "Rice Group," indicating a shift in board composition. Shareholders also approved the 2019 Long-Term Incentive Plan (2019 LTIP), which increases the authorized share pool for equity awards, and ratified the appointment of Ernst & Young LLP as the independent auditor. The non-binding vote on executive compensation for 2018 also passed.

Key Highlights

  • 1Toby Z. Rice appointed as the new President and Chief Executive Officer (CEO) of EQT Corporation, effective July 10, 2019.
  • 2William E. Jordan appointed as Executive Vice President and General Counsel.
  • 3Departure of former CEO Robert McNally and former General Counsel Jonathan Lushko in connection with the new appointments.
  • 4Shareholders elected 12 directors, with a notable number being nominees from the 'Rice Group' or supported by them, reflecting potential governance changes.
  • 5Approval of the 2019 Long-Term Incentive Plan (2019 LTIP) by shareholders, increasing the share reserve for equity awards by 16,000,000 shares.
  • 6Shareholder ratification of Ernst & Young LLP as the independent registered public accounting firm for 2019.
  • 7Shareholders approved a non-binding resolution on executive compensation for 2018 with 72.14% in favor.

Frequently Asked Questions

Toby Z. Rice has been appointed as the new President and CEO. He has a background in the oil and gas sector, having served as a Partner at Rice Investment Group and previously as President, Chief Operating Officer, and a Board member of Rice Energy Inc. prior to its acquisition by EQT.

The election of a significant number of directors nominated by or supported by the 'Rice Group' suggests a potential shift in board control or influence. This outcome likely stems from shareholder engagement and proxy contests, indicating a desire for new leadership and strategic direction within EQT.

The 2019 LTIP is a new equity incentive plan approved by shareholders. It serves as a successor to the previous plan and increases the authorized shares for equity awards by 16 million. This plan allows the company to grant awards such as stock options, restricted stock, and performance awards to employees and directors, which is crucial for attracting and retaining talent and aligning executive interests with shareholders.

The filing indicates that Robert McNally (former CEO) and Jonathan Lushko (former General Counsel) are party to existing agreements that provide for certain payments, equity acceleration, and benefits upon termination by the Company without 'Cause.' Their specific severance will be subject to their continued compliance with restrictive covenants and execution of a release of claims.