0001193125-19-038087.txt : 20190213 0001193125-19-038087.hdr.sgml : 20190213 20190213163432 ACCESSION NUMBER: 0001193125-19-038087 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 EFFECTIVENESS DATE: 20190213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQT Corp CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250464690 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03551 FILM NUMBER: 19597845 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125535700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT Corp /PA/ DATE OF NAME CHANGE: 20090206 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE GAS CO DATE OF NAME CHANGE: 19841120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rice Derek A. CENTRAL INDEX KEY: 0001597382 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 400 WOODCLIFF DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 DFAN14A 1 d672832ddfan14a.htm DFAN14A DFAN14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☒

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☐   Definitive Additional Materials
☒   Soliciting Material Pursuant to §240.14a-12

EQT CORPORATION

(Name of the Registrant as Specified In Its Charter)

Toby Z. Rice

Derek A. Rice

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On February 13, 2019, Toby Z. Rice and Derek A. Rice issued the following press release.

IMPORTANT INFORMATION

Toby Z. Rice and Derek A. Rice, as well as certain of their affiliates, may file a proxy statement with the U.S. Securities and Exchange Commission (“SEC”) to solicit proxies from stockholders of EQT Corporation (“EQT”) for use at EQT’s 2019 annual meeting of stockholders. TOBY Z. RICE AND DEREK A. RICE STRONGLY ADVISE ALL SECURITY HOLDERS OF EQT TO READ ANY SUCH PROXY STATEMENT IF AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Any such proxy statement, if and when filed, and any other relevant documents will be available at no charge on the SEC’s website at http://www.sec.gov/.

PARTICIPANT INFORMATION

In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the following persons are, or may be deemed to be, participants in the potential proxy solicitation: Toby Z. Rice and Derek A. Rice. Toby Z. Rice holds a total of 400,000 shares of common stock, both directly and indirectly, in EQT, and Derek A. Rice holds a total of 272,651 shares of common stock, both directly and indirectly, in EQT. In addition, Toby Z. Rice and Derek A. Rice are potential beneficiaries of the Rice Energy 2016 Irrevocable Trust, which holds a total of 5,676,000 shares of EQT’s common stock.

*        *        *

Rice Requests EQT Board Hold Annual Meeting in April

Carnegie, PA, February 13, 2019 — Toby Z. Rice and Derek A. Rice, shareholders of EQT Corporation (NYSE: EQT), today sent a letter to the Board of Directors of EQT requesting that it commit to holding the 2019 Annual Meeting of Shareholders of EQT Corporation in April as it did every year before 2018.

The letter follows:

Board of Directors

EQT Corporation

EQT Plaza

625 Liberty Avenue, Suite 1700

Pittsburgh, PA 15222

Dear Members of the Board:

The Rice Team is writing to you today to ask that EQT Corporation (NYSE: EQT) (“EQT”) hold its 2019 Annual Meeting in April, as the Company has for decades. We are making this request for one simple reason: because it is in the best interests of EQT and all its stakeholders for shareholders to timely decide EQT’s path forward.

It remains our preference to work with the Board in order to reach a constructive solution that capitalizes on the unique and proven operational expertise of the Rice Team and helps EQT realize its full potential. However, as we have made clear, should the Board choose an alternate path and decide not to engage with us, we are ready to nominate highly-qualified director candidates and allow shareholders to vote at the meeting.

Regardless of whether you agree with our views or our publicly stated plan for the Company, the fact is that further delaying a resolution to this situation benefits no one. EQT needs a clear path forward and the matters facing the Company are urgent. The meeting was only moved to June last year due to circumstances related to the spinoff of the midstream business, and this scheduling anomaly should not serve as an excuse. As such, shareholders should be able to have their voices heard in April, as they always have been. We know that other shareholders have publicly and privately shared their support for this view, and we sincerely hope that you appreciate our position and decide to hold the meeting in April without further delay.

Respectfully,

Toby Z. Rice                                           Derek A. Rice

Further information regarding the Rice Team plan can be viewed at www.EQTPathForward.com.

IMPORTANT INFORMATION

Toby Z. Rice and Derek A. Rice, as well as certain of their affiliates, may file a proxy statement with the U.S. Securities and Exchange Commission (“SEC”) to solicit proxies from stockholders of EQT for use at EQT’s 2019 annual meeting of stockholders. TOBY Z. RICE AND DEREK A. RICE STRONGLY ADVISE ALL

SECURITY HOLDERS OF EQT TO READ ANY SUCH PROXY STATEMENT IF AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Any such proxy statement, if and when filed, and any other relevant documents will be available at no charge on the SEC’s website at http://www.sec.gov/.

PARTICIPANT INFORMATION

In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the following persons are, or may be deemed to be, participants in the potential proxy solicitation: Toby Z. Rice and Derek A. Rice. Toby Z. Rice holds a total of 400,000 shares of common stock, both directly and indirectly, in EQT, and Derek A. Rice holds a total of 272,651 shares of common stock, both directly and indirectly, in EQT. In addition, Toby Z. Rice and Derek A. Rice are potential beneficiaries of the Rice Energy 2016 Irrevocable Trust, which holds a total of 5,676,000 shares of EQT’s common stock.

Contacts:

For Investor Inquiries:

Kyle Derham

kyle@teamrice.com

For Media Inquiries:

Sard Verbinnen & Co

Jim Barron: 212-687-8080

Frances Jeter 832.680.5120