UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Shareholders of EQT Corporation (the “Company”) held on April 20, 2022 (the “Annual Meeting”), the Company’s shareholders approved an amendment (the “2022 LTIP Amendment”) to the EQT Corporation 2020 Long-Term Incentive Plan (the “2020 LTIP”) for the sole purpose of increasing the number of shares authorized for issuance under the 2020 LTIP by 18,000,000 shares. The 2022 LTIP Amendment previously had been approved, subject to shareholder approval, by the Board of Directors of the Company (the “Board”) on February 22, 2022.
A more complete description of the terms of the 2020 LTIP, as amended by the 2022 LTIP Amendment, can be found in “Proposal 3 – Approval of Amendment to 2020 LTIP” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 24, 2022 (the “2022 Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2022 Proxy Statement are qualified in their entireties by reference to the 2022 LTIP Amendment and the 2020 LTIP, copies which are included in the 2022 Proxy Statement as Appendix C and Appendix D, respectively, thereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted upon the following four proposals, each of which is described in more detail in the 2022 Proxy Statement. The final vote results for each proposal were as follows:
Proposal 1: Election of Directors
The shareholders elected each of the individuals set forth below to the Board to serve a one-year term expiring at the Company’s 2023 annual meeting of shareholders:
Shares | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||||||
| Lydia I. Beebe | 283,315,440 | 3,084,710 | 148,322 | 35,107,664 | ||||||||||||
| Lee M. Canaan | 282,924,861 | 3,450,789 | 172,822 | 35,107,664 | ||||||||||||
| Janet L. Carrig | 283,352,994 | 3,037,554 | 157,924 | 35,107,664 | ||||||||||||
| Frank C. Hu | 285,614,397 | 746,030 | 188,045 | 35,107,664 | ||||||||||||
| Dr. Kathryn J. Jackson | 285,156,383 | 1,205,006 | 187,083 | 35,107,664 | ||||||||||||
| John F. McCartney | 283,356,519 | 2,997,258 | 194,695 | 35,107,664 | ||||||||||||
| James T. McManus II | 283,322,485 | 3,063,803 | 162,184 | 35,107,664 | ||||||||||||
| Anita M. Powers | 285,386,877 | 1,004,662 | 156,933 | 35,107,664 | ||||||||||||
| Daniel J. Rice IV | 284,475,779 | 1,916,885 | 155,808 | 35,107,664 | ||||||||||||
| Toby Z. Rice | 285,862,303 | 538,555 | 147,614 | 35,107,664 | ||||||||||||
| Hallie A. Vanderhider | 285,353,655 | 995,913 | 198,904 | 35,107,664 | ||||||||||||
Proposal 2: Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 2021 (Say-on-Pay)
The shareholders approved a non-binding resolution regarding the compensation of the Company’s named executive officers for 2021, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 282,630,824 | 3,560,733 | 356,915 | 35,107,664 | |||||||||||
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Proposal 3: Approval of Amendment to 2020 LTIP
The 2022 LTIP Amendment to the Company’s 2020 LTIP to increase the number of authorized shares under the 2020 LTIP was approved by the shareholders, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 279,453,927 | 6,798,504 | 296,041 | 35,107,664 | |||||||||||
Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the shareholders, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||||
| 299,708,177 | 21,733,810 | 214,149 | 0 | |||||||||||
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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.
| EQT CORPORATION | ||
| Date: April 21, 2022 | By: | /s/ William E. Jordan |
| Name: | William E. Jordan | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |