Current Report Filing (8-k)
April 22 2021 - 6:31AM
Edgar (US Regulatory)
0000033213
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0000033213
2021-04-21
2021-04-21
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): April 22, 2021 (April 21, 2021)
EQT CORPORATION
(Exact name of registrant as specified in
its charter)
Pennsylvania
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001-3551
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25-0464690
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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625 Liberty Avenue, Suite 1700,
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices,
including zip code)
(412) 553-5700
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of
the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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EQT
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
At
the annual meeting of shareholders of EQT Corporation (the “Company”) held on April 21, 2021 (the “Annual Meeting”),
the Company’s shareholders voted upon the following three proposals, each of which is described in more detail in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on February 24, 2021 (the “Proxy Statement”).
The final vote results for each proposal were as follows:
Proposal 1: Election of Directors
The shareholders elected the individuals set forth
below to the Board of Directors of the Company (the “Board”) to serve a one-year term expiring at the Company’s 2022
annual meeting of shareholders:
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Shares
For
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% Cast
For
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Shares
Against
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% Cast
Against
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Shares Abstained
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Broker
Non-Votes
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Lydia I. Beebe
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235,306,594
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98.72%
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3,039,712
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1.28%
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408,514
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19,893,006
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Philip G. Behrman, Ph.D.
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234,589,067
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98.42%
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3,765,788
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1.58%
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399,965
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19,893,006
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Lee M. Canaan
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235,287,433
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98.72%
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3,059,862
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1.28%
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407,525
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19,893,006
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Janet L. Carrig
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234,153,692
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98.24%
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4,206,307
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1.76%
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394,821
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19,893,006
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Dr. Kathryn J. Jackson
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214,371,315
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89.93%
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23,995,036
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10.07%
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388,469
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19,893,006
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John F. McCartney
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235,221,102
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98.69%
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3,128,938
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1.31%
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404,780
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19,893,006
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James T. McManus II
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235,343,087
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98.73%
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3,017,895
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1.27%
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393,838
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19,893,006
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Anita M. Powers
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237,410,148
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99.60%
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952,571
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0.40%
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392,101
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19,893,006
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Daniel J. Rice IV
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197,695,199
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82.94%
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40,667,678
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17.06%
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391,943
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19,893,006
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Toby Z. Rice
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237,218,490
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99.52%
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1,136,834
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0.48%
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399,496
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19,893,006
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Hallie A. Vanderhider
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237,363,463
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99.58%
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995,197
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0.42%
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396,160
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19,893,006
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As noted in the Company’s Supplement to the
Proxy Statement, filed with the Securities and Exchange Commission on April 20, 2021 (the “Proxy Supplement”), Stephen
A. Thorington, a long-standing director of the Company, passed away unexpectedly on April 17, 2021. Mr. Thorington was listed in the Proxy
Statement as a director nominee standing for re-election to the Board at the Annual Meeting. Due to the unexpected nature of Mr. Thorington’s
death, which occurred after the Company finalized the Proxy Statement, and the limited time until the Annual Meeting, the Board did not
designate a substitute nominee for Mr. Thorington. The Board determined it to be in the best interests of the Company and its shareholders
to reduce the size of the Board from twelve to eleven directors and removed Mr. Thorington as a director nominee pursuant to the Proxy
Supplement. Accordingly, any votes cast with respect to electing Mr. Thorington to the Board were disregarded and not counted.
Proposal 2: Approval of a Non-Binding Resolution
Regarding the Compensation of the Company’s Named Executive Officers for 2020
The shareholders approved a non-binding resolution
regarding the compensation of the Company’s named executive officers for 2020, with votes as follows:
Shares
For
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% Cast
For
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Shares
Against
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% Cast
Against
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Shares
Abstained
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Broker
Non-Votes
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233,985,917
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98.29%
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4,067,313
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1.71%
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701,590
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19,893,006
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Proposal 3: Ratification of the Appointment of
the Company’s Independent Registered Public Accounting Firm for 2021
The appointment of Ernst & Young LLP as the
Company’s independent registered public accounting firm for 2021 was ratified by the shareholders, with votes as follows:
Shares
For
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% Cast
For
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Shares
Against
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% Cast
Against
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Shares
Abstained
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Broker
Non-Votes
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252,837,403
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97.82%
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5,632,217
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2.18%
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178,206
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0
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For purposes of all proposals above,
abstentions, broker non-votes and the failure to vote are not votes cast and, accordingly, had no effect on the outcome of such proposals.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EQT CORPORATION
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Date: April 22, 2021
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By:
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/s/ William E. Jordan
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Name:
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William E. Jordan
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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