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)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies:
| |||
(2) | Aggregate number of securities to which transaction applies:
| |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
(4) | Proposed maximum aggregate value of transaction:
| |||
(5) | Total fee paid:
| |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid:
| |||
(2) | Form, Schedule or Registration Statement No.:
| |||
(3) | Filing Party:
| |||
(4) | Date Filed:
|
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 EQTs 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 SECs 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 EQTs 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 EQTs 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 EQTs 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 SECs 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 EQTs 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