No Shareholder Action Required at This
Time
EQT Corporation (NYSE: EQT), today confirmed that Toby Z. Rice
submitted to the Company a notice of nomination of nine director
candidates to stand for election to the EQT Board of Directors at
the Company’s 2019 Annual Meeting of Shareholders. Shareholders are
not required to take any action at this time.
The Company issued the following statement:
The EQT Board of Directors and management
team strive to maintain an open dialogue with investors and welcome
constructive input that may advance our goal of enhancing
shareholder value. For this reason, members of the EQT Board and
management team have held meetings and discussions with Toby Rice
and Derek Rice (“the Rices”) over the past few months. As EQT
developed and finalized its 2019 operating plan, which was
announced on January 22, 2019, the Board carefully considered the
suggestions put forward by Toby and Derek Rice.
Over the last several months, EQT has
successfully implemented a cultural and strategic shift to focus on
development optimization and efficiencies. Following the Company’s
transformation in 2018 into a premier pure-play upstream company
with a world-class asset base, EQT is now reducing costs and
generating substantial free cash flow. Under the continued
leadership of the Board and management, EQT expects to generate
approximately $300 to $400 million of adjusted free cash flow in
2019 and $2.9 billion of adjusted free cash flow over the next five
years. EQT has already implemented cost saving actions that reduced
annual cash costs by approximately $150 million. EQT is also
committed to reducing capital costs by an additional 10% in 2020
and beyond, providing incremental upside to this plan. Through more
efficient operations, EQT will continue to do more with less,
including increasing lateral lengths across its drilling program
and increasing production while using less capital.
EQT has begun a new chapter and made
important enhancements throughout the organization, including
through Board and leadership refreshment. In 2018, EQT appointed
four new independent directors to the Board. The Board now
comprises 12 directors, 10 of whom are independent and all of whom
are actively engaged in overseeing the Company’s strategy and
success. EQT’s directors have expertise in areas that are critical
to the Company, including natural resource extraction, engineering,
energy policy, government relations, accounting, mergers and
acquisitions, and corporate governance.
The Company has also established a strong new
management team, including a new CEO, CFO, general counsel and head
of investor relations. Following a comprehensive search initiated
in December, on March 7th, EQT announced the appointment of Gary
Gould as executive vice president and chief operating officer,
effective April 2019. Mr. Gould has more than three decades of
relevant industry experience, including in unconventional oil and
gas in the Marcellus, and a proven track record of driving
operational efficiency to achieve superior results. Mr. Gould will
work closely with the management team to further optimize
operations and reduce costs. The refreshed leadership team is
proceeding with a sense of urgency as it works to increase EQT’s
free cash flow generation and further improve operational
efficiency.
The EQT Board and management team will
continue to take actions to enhance shareholder value and position
EQT for growth and success.
The Corporate Governance Committee of EQT’s Board will review
and consider Toby Rice’s director candidates and make a formal
recommendation regarding director nominees in the Company’s
definitive proxy statement and other materials to be filed with the
U.S. Securities and Exchange Commission and mailed to all
shareholders eligible to vote at the 2019 Annual Meeting of
Shareholders.
As previously announced, the 2019 Annual Meeting of Shareholders
will be held on Wednesday, July 10, and EQT will announce the
Board’s recommended director nominees in the Notice of Annual
Meeting, proxy statement and other materials, including a GOLD
proxy card, to be filed with the U.S. Securities and Exchange
Commission and mailed to all shareholders eligible to vote at the
2019 Annual Meeting of Shareholders.
Goldman Sachs & Co. LLC is serving as financial advisor to
EQT and Wachtell, Lipton, Rosen & Katz is serving as legal
counsel.
About EQT Corporation:
EQT Corporation is a natural gas production company with
emphasis in the Appalachian Basin and operations throughout
Pennsylvania, West Virginia and Ohio. With 130 years of experience
and a long-standing history of good corporate citizenship, EQT is
the largest producer of natural gas in the United States. As a
leader in the use of advanced horizontal drilling technology, EQT
is committed to minimizing the impact of drilling-related
activities and reducing its overall environmental footprint.
Through safe and responsible operations, EQT is helping to meet our
nation’s demand for clean-burning energy, while continuing to
provide a rewarding workplace and support for activities that
enrich the communities where its employees live and work. Visit EQT
Corporation at www.EQT.com; and to learn more about EQT’s
sustainability efforts, please visit
https://csr.eqt.com.
Cautionary Statements
This news release contains certain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. Statements that do not relate strictly to historical or
current facts are forward-looking. Without limiting the generality
of the foregoing, forward-looking statements contained in this news
release specifically include the expectations of plans, strategies,
objectives and growth, and anticipated financial and operational
performance of the Company and its subsidiaries. These statements
involve risks and uncertainties that could cause actual results to
differ materially from projected results. Accordingly, investors
should not place undue reliance on forward-looking statements as a
prediction of actual results. The Company has based these
forward-looking statements on current expectations and assumptions
about future events, taking into account all information currently
available to the Company. While the Company considers these
expectations and assumptions to be reasonable, they are inherently
subject to significant business, economic, competitive, regulatory
and other risks and uncertainties, many of which are difficult to
predict and beyond the Company's control. The risks and
uncertainties that may affect the operations, performance and
results of the Company's business and forward-looking statements
include, but are not limited to, those set forth under Item 1A,
"Risk Factors" of the Company's Form 10-K for the year ended
December 31, 2018, as updated by any subsequent Form 10-Qs, and
those set forth in the other documents the Company files from time
to time with the SEC. Any forward-looking statement speaks only as
of the date on which such statement is made, and the Company does
not intend to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
Important Information
EQT Corporation (the “Company”) intends to file a proxy
statement and associated GOLD proxy card with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies for the Company’s 2019 Annual Meeting of Shareholders
(the “2019 Annual Meeting”). Details concerning the nominees of the
Company’s Board of Directors for election at the 2019 Annual
Meeting will be included in the proxy statement. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders can
obtain a copy of the relevant documents filed by the Company with
the SEC, including the definitive proxy statement, when it becomes
available, free of charge by visiting the SEC’s website,
www.sec.gov. Investors and shareholders can also obtain, without
charge, a copy of the definitive proxy statement, when available,
and other relevant filed documents by directing a request to Blake
McLean, Senior Vice President, Investor Relations and Strategy at
EQT, at BMcLean@eqt.com, by calling the Company’s proxy solicitor,
Innisfree M&A Incorporated, toll-free, at 877-687-1866, or from
the Company’s website at https://ir.eqt.com/sec-filings.
Participants in the Solicitation
The Company, its directors and certain of its executive officers
will be deemed participants in the solicitation of proxies from
shareholders in respect of the 2019 Annual Meeting. Information
regarding the names of the Company’s directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company’s Current Report
on Form 8-K filed on March 7, 2019, the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2018, filed with
the SEC on February 14, 2019, the Company’s Current Reports on Form
8-K filed on November 13, 2018, October 25, 2018 (Accession No.
0001104659-18-063798), October 25, 2018 (Accession No.
0001104659-18-063732), September 4, 2018, and August 9, 2018 and
the Company’s definitive proxy statement for the 2018 Annual
Meeting of Shareholders, filed with the SEC on April 27, 2018. To
the extent holdings of such participants in the Company’s
securities have changed since the amounts described in (or are not
set forth in) the proxy statement for the 2018 Annual Meeting of
Shareholders, such changes (or initial ownership information and
subsequent changes) have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC. These documents can be obtained free
of charge from the sources indicated above. Additional information
regarding the interests of these participants in any proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included
in any proxy statement and other relevant materials to be filed
with the SEC, if and when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190321005475/en/
EQT analyst inquiries please contact:Blake McLean –
Senior Vice President, Investor Relations and
Strategy412.395.3561bmclean@eqt.com
Media inquiries please contact:Linda Robertson – Media
Relations & Brand Manager412.553.7827lrobertson@eqt.com
or
Dan Katcher / Andrew Siegel / Joseph SalaJoele Frank, Wilkinson
Brimmer Katcher212.355.4449
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