EQT Corp - Proxy Solicitation & Information Statement 2019

DFAN14A 1 dfan14a12112002_05062019.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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EQT CORPORATION
(Name of Registrant as Specified in Its Charter)
TOBY Z. RICE DEREK A. RICE J. KYLE DERHAM WILLIAM E. JORDAN DANIEL J. RICE IV DANIEL J. RICE III ANDREW L. SHARE RICE INVESTMENT GROUP, L.P. THE RICE ENERGY 2016 IRREVOCABLE TRUST LYDIA I. BEEBE LEE M. CANAAN JAY C. GRAHAM DR. KATHRYN J. JACKSON D. MARK LELAND JOHN F. MCCARTNEY HALLIE A. VANDERHIDER
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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Toby Z. Rice, together with the other participants named herein (collectively, the “Rice Group”), has filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”), and the Rice Group intends to file a definitive proxy statement and accompanying WHITE proxy card with the SEC, to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2019 annual meeting of stockholders of EQT Corporation, a Pennsylvania corporation (“EQT”).

On May 5, 2019, the Rice Group issued the following press release:

Rice Team Announces That EQT Has Belatedly Removed Nominee Consent Requirement and

Has Approved Rice Nominees For Purposes of a Change of Control

Concessions Follow Lawsuit From Rice Team

Carnegie, PA, May 5, 2019 -- Toby Z. Rice and Derek A. Rice (the Rice Team), shareholders of EQT Corporation (NYSE: EQT), today announced that they have been informed by EQT that, following a lawsuit filed by the Rice Team, EQT has removed its requirement that the Rice Team’s board nominees consent to being named in EQT’s proxy materials. EQT has also informed the Rice Team that it has approved the Rice Team’s nominees for purposes of the change of control provisions in the credit agreement, thereby eliminating the risk that EQT’s lenders would be able to declare a default in the event that the Rice Team’s nominees are elected. The lawsuit was filed by the Rice Team against EQT and its Board of Directors on April 25, 2019 in Pennsylvania Court to prevent EQT from manipulating the outcome of its upcoming contested election of directors at EQT’s 2019 Annual Meeting of Shareholders. As a result of EQT’s concessions, the Rice Team will withdraw its lawsuit.

“While we are pleased that EQT has conceded that it must withdraw its unreasonable requirements, we are deeply disappointed that we had to file a lawsuit to ensure the integrity of the upcoming contested election of directors at EQT’s 2019 Annual Meeting. We had tried to clarify these issues with EQT on multiple occasions over the course of almost three months, but it was only after we filed our lawsuit that we received any response from EQT.”

A copy of the Rice Team’s presentation outlining the its plan to deliver additional value at EQT can be found at www.eqtpathforward.com.

IMPORTANT INFORMATION

On April 22, 2019, Toby Z. Rice, together with the other participants named herein (collectively, the “Rice Group”), filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”), and the Rice Group intends to file a definitive proxy statement and accompanying WHITE proxy card with the SEC, to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2019 annual meeting of stockholders of EQT Corporation, a Pennsylvania corporation (“EQT”).

THE RICE GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF EQT TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS NOW OR AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE OR WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV, OR BY CONTACTING D.F. KING & CO., INC., THE RICE GROUP’S PROXY SOLICITOR, BY PHONE (212-269-5550) OR E-MAIL ([email protected]). IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

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PARTICIPANT INFORMATION

The participants in the proxy solicitation are anticipated to be Toby Z. Rice, Derek A. Rice, the Rice Energy 2016 Irrevocable Trust (the “Rice Trust”), Andrew L. Share, Rice Investment Group, L.P. (“Rice Investment”), Daniel J. Rice III, J. Kyle Derham, William E. Jordan, Lydia I. Beebe, Lee M. Canaan, Jay C. Graham, Dr. Kathryn J. Jackson, D. Mark Leland, John F. McCartney, Daniel J. Rice IV, and Hallie A. Vanderhider.

As of the date hereof, Toby Z. Rice beneficially owns directly 400,000 shares of Common Stock, no par value, of EQT (the “Common Stock”), Derek A. Rice directly and indirectly beneficially owns 272,651 shares of Common Stock, the Rice Trust directly beneficially owns 5,676,000 shares of Common Stock, Andrew L. Share, as the trustee of the Rice Trust, may be deemed to beneficially own 5,676,000 shares of Common Stock that are beneficially owned directly by the Rice Trust, Daniel J. Rice III directly and indirectly beneficially owns 1,011,407 shares of Common Stock, J. Kyle Derham directly and indirectly beneficially owns 50,000 shares of Common Stock, Dr. Kathryn J. Jackson directly beneficially owns 500 shares of Common Stock, William E. Jordan directly and indirectly beneficially owns 103,285 shares of Common Stock, John F. McCartney directly beneficially owns 4,473 shares of Common Stock, Daniel J. Rice IV directly beneficially owns 219,609 shares of Common Stock and Hallie A. Vanderhider directly beneficially owns 5,000 shares of Common Stock. As of the date hereof, Mmes. Beebe and Canaan and Messrs. Graham and Leland and Rice Investment do not own any shares of Common Stock.

Contacts

For Investor Inquiries:

Kyle Derham

[email protected]

For Media Inquiries:

Sard Verbinnen & Co

Jim Barron: 212-687-8080

Kelly Kimberly: 832-680-5120

[email protected]