8-K

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):  October 11, 2019

EQT CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	001-3551	25-0464690
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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)

NONE

(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	Trading symbol	Name of each exchange on which registered
Common Stock, no par value	EQT	New York Stock Exchange

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 5.08. Shareholder Director Nominations

The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 5.08.

Item 8.01. Other Events

On October 11, 2019, EQT Corporation (EQT) issued a news release announcing that the date of its 2020 annual meeting of shareholders (the 2020 Annual Meeting) will be Friday, May 1, 2020, at a time and location to be determined. In accordance with Rule 14a-5(f) of the Securities Exchange Act of 1934, as amended (the Exchange Act), EQT is informing shareholders of this change and providing new information with respect to the submission of (i) proposals intended to be included in EQT’s 2020 proxy statement under Rule 14a-8 promulgated under the Exchange Act (Rule 14a-8) and (ii) proposals submitted outside the processes of Rule 14a-8.

Because the 2020 Annual Meeting will occur more than 30 days prior to the anniversary date of EQT’s 2019 annual meeting of shareholders, pursuant to Rule 14a-8, the deadline for receipt of shareholder proposals intended to be included in EQT’s 2020 proxy statement is a reasonable time before EQT begins to print and send its proxy materials. Shareholder proposals intended to be submitted pursuant to Rule 14a-8 in connection with the 2020 Annual Meeting should be received by EQT’s Corporate Secretary on or before November 25, 2019 in order to be considered for inclusion in EQT’s 2020 proxy statement. Such proposals must be directed to: 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222, Attn: Corporate Secretary, must comply with the requirements of Rule 14a-8 and the interpretations thereof, and may be omitted from the 2020 proxy statement if not in compliance with applicable requirements.

Additionally, pursuant to EQT’s Amended and Restated Bylaws (the Bylaws), because the 2020 Annual Meeting is being advanced by more than 30 days from the anniversary date of EQT’s 2019 annual meeting, shareholder proposals submitted outside of Rule 14a-8, including any proposal nominating a person as a director, must be received by EQT’s Corporate Secretary within the following dates: not earlier than the close of business on the 120th day prior to the 2020 Annual Meeting and not later than the later of (i) the close of business on the 90th day prior to the 2020 Annual Meeting or (ii) the close of business on the 10th day following the date that EQT publicly announced the date of the 2020 Annual Meeting. Accordingly, such proposals and nominations must be received by EQT’s Corporate Secretary no earlier than January 2, 2020 and no later than February 1, 2020. Such proposals and nominations also must comply with the advance notice provisions contained in the Bylaws.

Pursuant to the Bylaws, a shareholder or group of 20 or fewer shareholders, owning at least 3% of EQT’s issued and outstanding common stock over a continuous period of three years and fulfilling all requirements outlined in Section 1.11 of the Bylaws, may nominate and include director nominees in EQT’s 2020 proxy statement, provided that such nominations are submitted in writing and received by EQT’s Corporate Secretary no earlier than December 26, 2019, and no later than January 25, 2020.

The foregoing summary of the advance notice and proxy access provisions contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which have been filed with the Securities and Exchange Commission as Exhibit 3.3 to EQT’s Form 8-K filed on November 14, 2017. Shareholders are urged to read the complete text of such advance notice and proxy access provisions.

A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	News Release, dated October 11, 2019, issued by EQT Corporation.
104.1	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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: October 11, 2019	By:	/s/ William E. Jordan
	Name:	William E. Jordan
	Title:	Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

News release

EQT Corporation Announces 2020 Annual Meeting Date

    PITTSBURGH (October 11, 2019) – EQT Corporation (NYSE: EQT) (the “Company”) today announced that its Board of Directors has determined to hold the Company’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) on Friday, May 1, 2020. The time and location of the 2020 Annual Meeting will be specified in the Company’s 2020 proxy statement.   The Company values and is responsive to shareholder feedback. The Company believes its decision to return to holding its annual meeting of shareholders in the spring, in accordance with its historical timing prior to 2018, is in the best interest of shareholders, as the 2020 Annual Meeting will occur shortly after the release of the Company’s 2019 earnings while still providing shareholders with ample time to decide on any nominations or proposals and make an informed voting decision.   Under Securities and Exchange Commission rules, eligible shareholders of the Company may submit proposals for inclusion in the Company’s 2020 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the 2020 Annual Meeting will occur more than 30 days prior to the anniversary date of the Company’s 2019 Annual Meeting of Shareholders, the Company, in accordance with Rule 14a-5(f) of the Exchange Act, is informing shareholders of this change and providing new information with respect to the submission of proposals intended to be included in the Company’s 2020 proxy statement. Under Rule 14a-8, the deadline for receipt of shareholder proposals intended to be included in the Company’s 2020 proxy statement is a reasonable time before the Company begins to print and send its proxy materials. Shareholder proposals intended to be submitted pursuant to Rule 14a-8 in connection with the 2020 Annual Meeting should be received by the Company's Corporate Secretary on or before November 25, 2019 in order to be considered for inclusion in the Company’s 2020 proxy statement.   Shareholders may present proposals in person at the 2020 Annual Meeting or outside of the Company’s 2020 proxy statement, in addition to proposals that will be included in the Company’s 2020 proxy statement, if such proposals are submitted in writing and received by the Company’s Corporate Secretary no earlier than January 2, 2020 (i.e., the 120^th day prior to the 2020 Annual Meeting), and no later than February 1, 2020 (i.e., the 90^th day prior to the 2020 Annual Meeting). Proposals received outside that time period, including any proposal nominating a person as a director, may not be presented at the 2020 Annual Meeting. All proposals must be accompanied by the information required by Section 1.09 of the Company’s Amended and Restated Bylaws, a copy of which will be provided to any shareholder upon written request to the Company’s Corporate Secretary.   To date, the Company has not received any director nominations or other shareholder proposals.   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.

  News release   Contact   Mike Laffin – Vice President, Communications 412.395.2069 MLaffin@eqt.com  

XML

Cover	Oct. 11, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 11, 2019
Entity File Number	001-3551
Entity Registrant Name	EQT CORPORATION
Entity Central Index Key	0000033213
Entity Tax Identification Number	25-0464690
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	625 Liberty Avenue
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15222
City Area Code	412
Local Phone Number	553-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	EQT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false