2019 PROXY STATEMENT TABLE OF CONTENTS

Table of Contents

    EQT Corporation - 2019 Proxy Statement     1

Table of Contents

    EQT Corporation - 2019 Proxy Statement     2

Table of Contents

    EQT Corporation - 2019 Proxy Statement     3

Table of Contents

4     EQT Corporation - 2019 Proxy Statement     

Table of Contents

5     EQT Corporation - 2019 Proxy Statement     

Table of Contents

6     EQT Corporation - 2019 Proxy Statement     

Table of Contents

7     EQT Corporation - 2019 Proxy Statement     

Table of Contents

8     EQT Corporation - 2019 Proxy Statement     

Table of Contents

9     EQT Corporation - 2019 Proxy Statement     

Table of Contents

EQT CORPORATION
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222

PROXY STATEMENT

On or about May 24, 2019, we will mail to our shareholders printed copies of the proxy statement and annual report.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

EQT Corporation is soliciting proxies for its 2019 annual meeting of shareholders. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. This proxy statement and the accompanying materials contain information about the items you will vote on at the annual meeting and about the voting process. We sometimes refer to EQT Corporation in this proxy statement as "EQT," "EQT Corporation," the "Company," "we" or "us."

What items will be voted on at the annual meeting?

Shareholders will vote on the following items if each is properly presented at the annual meeting:

What are the Board's voting recommendations on each item?

Your Board of Directors recommends that you vote FOR EQT's director nominees listed in Item No. 1, and FOR Items Nos. 2 through 4 using the enclosed GOLD universal proxy card or voting instruction form (the " VIF "). As the Company is using a universal proxy card, which includes the names of all identified director candidates, there is no need to use the white proxy card sent to you by the Rice Group. The Board of Directors urges you not to sign, return or vote any white proxy card that may be sent to you by the Rice Group, even as a protest vote, as only your latest dated proxy card will be counted. If you have previously voted using a white proxy card sent to you by the Rice Group, you can revoke it at any time prior to the annual meeting by voting on the enclosed GOLD universal proxy card. The best way to support the Board's nominees is to vote FOR the Board's nominees on the GOLD universal proxy card and to disregard, and not return, any white proxy card that you may receive from the Rice Group.

10     EQT Corporation - 2019 Proxy Statement     

Table of Contents

Who is entitled to vote, and how many votes do I have?

You may vote if you held common stock of EQT Corporation at the close of business on May 14, 2019. For each item presented for voting, you have one vote for each share you own.

What is the difference between holding shares as a shareholder of record or as a beneficial owner?

If your shares are registered directly in your name with the Company's transfer agent, Computershare, you are considered the "shareholder of record" of those shares.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the "beneficial owner" of shares held in "street name." The notice of annual meeting, proxy statement and accompanying materials have been forwarded to you by your broker, bank or other holder of record that is considered the "shareholder of record" of those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record in voting your shares by using the VIF included in the mailing, or by following the instructions from the holder of record for voting by telephone or on the Internet. Given the contested nature of the election, if you receive proxy materials from the Rice Group, your broker, bank or other holder of record will not be able to vote your shares with respect to any of the proposals at the annual meeting unless they receive your instructions. Your broker, bank or other holder of record has enclosed a VIF for you to use to direct the broker, bank or other holder of record regarding how to vote your shares. Please instruct your broker, bank or other holder of record how to vote your shares using the voting instruction form you received from them. Please return your completed GOLD universal proxy card or VIF to your broker, bank or other holder of record and contact the person responsible for your account so that your vote can be counted. If your broker, bank, or other nominee permits you to provide voting instructions via the Internet or by telephone, you may vote that way as well.

If you hold restricted shares through the 2014 Long-Term Incentive Plan (the " 2014 LTIP "), the administrator of such plan has transferred its voting authority with respect to such restricted shares directly to you and you will be able to vote such shares as if they were registered directly in your name.

If your shares are held through the Employee Savings Plan, see "How do I vote shares held through the Employee Savings Plan?" below for instructions regarding how to vote your shares and the right of the trustee to vote your shares on matters for which it has not received voting instructions.

How do I vote if I am a shareholder of record?

If you are a shareholder of record, you may vote your shares:

•

in person by attending the annual meeting;



•

by signing, dating and returning the GOLD universal proxy card in the prepaid envelope provided;



•

by following the instructions at the Internet site indicated on your GOLD universal proxy card; or



•

by following the instructions for telephone voting after calling the number indicated on your GOLD universal proxy card.

Even if you plan to attend the meeting, we encourage you to vote by proxy as soon as possible.

    EQT Corporation - 2019 Proxy Statement     11

Table of Contents

If the name on the accounts is the same, the shares on your GOLD universal proxy card may represent: (i) shares for which you have a certificate; (ii) shares that you hold in book-entry form; (iii) shares that you have in a dividend reinvestment account of the 2009 Dividend Reinvestment and Stock Purchase Plan, and/or (iv) restricted shares you hold through the 2014 LTIP.

If you vote by submitting your GOLD universal proxy card, your shares will be voted as indicated on your properly completed unrevoked proxy card. If you return your GOLD universal proxy card but do not indicate how your shares should be voted on an item, the shares represented by your properly completed unrevoked GOLD universal proxy card will be voted as recommended by the Board of Directors with respect to such items. If you do not return a properly completed proxy card and do not vote in person, by telephone or on the Internet, your shares will not be voted.

How do I vote if I am a beneficial holder of shares held in "street name"?

If your shares are held by a broker, bank or other holder of record in "street name" (including shares purchased through the 2008 Employee Stock Purchase Plan and its predecessor), you should receive a GOLD universal VIF together with copies of the proxy statement and annual report.

Your broker, bank or other holder of record (or designee thereof) will vote your shares in accordance with the instructions on your returned vote instruction form. You may instruct the holder of record to vote your shares:

•

by signing, dating and returning the GOLD universal VIF in the prepaid envelope provided;



•

by following the instructions at the Internet site indicated on your GOLD universal VIF; or



•

by following the instructions for telephone voting after calling the number indicated on your GOLD universal VIF.

See "Is my vote important and how are the votes counted?" below for the right of brokers, banks and other holders of record to vote on routine matters for which they have not received voting instructions.

Please review your GOLD universal VIF for the date by which your instructions must be received in order for your shares to be voted. You may also vote in person at the meeting if you obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot.

How do I vote shares held through the Employee Savings Plan?

If you hold shares through the Employee Savings Plan, you will receive a separate GOLD universal VIF, proxy statement and annual report. The trustee of the Employee Savings Plan will vote your shares in accordance with the instructions on your returned VIF. You may instruct the trustee to vote your shares:

•

by completing, signing, dating and returning the GOLD universal VIF in the prepaid envelope provided;



•

by following the instructions at the Internet site indicated on your GOLD universal VIF; or



•

by following the instructions for telephone voting after calling the number indicated on your GOLD universal VIF.

If you do not return a VIF with respect to your Employee Savings Plan shares, the trustee will vote your shares in proportion to the way other plan participants voted their shares. Please note

12     EQT Corporation - 2019 Proxy Statement     

Table of Contents

that the VIFs representing your Employee Savings Plan shares indicate an earlier voting cut-off than the proxy cards and VIFs you may have received for your other share accounts. Please review the GOLD universal VIF you receive with respect to your Employee Savings Plan shares for the date by which your instructions must be received in order for your shares to be voted.

Please also note that only the trustee of the Employee Savings Plan may vote your shares on your behalf – you may not vote your Employee Savings Plan shares in person at the annual meeting.

May I change my vote?

If you are a shareholder of record, you may revoke your proxy before polls are closed at the meeting by:

•

voting again by submitting a revised proxy card or voting by Internet or telephone, as applicable, on a date later than the prior proxy;



•

voting in person at the meeting; or



•

notifying the Company's Corporate Secretary in writing that you are revoking your proxy.

Attendance at the annual meeting alone is not sufficient to revoke a prior properly submitted proxy.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record.

If you have previously signed a white proxy card sent to you by the Rice Group or otherwise voted according to instructions provided by the Rice Group, you may change your vote by marking, signing, dating and returning the enclosed GOLD universal proxy card in the accompanying postage-paid envelope or by voting by telephone or via the Internet by following the instructions on the GOLD universal proxy card. Submitting a white proxy card sent to you by the Rice Group will revoke votes you have previously made by submitting or following the instructions on the Company's GOLD universal proxy card. Your last validly submitted vote is the vote that will be counted.

What if I receive more than one GOLD universal proxy card and/or VIF?

This means that you have multiple accounts holding EQT shares. These may include: accounts with our transfer agent, shares held by the administrator of our employee stock purchase plan, and accounts with a broker, bank or other holder of record. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please follow the voting instructions provided on each GOLD universal proxy card to ensure that all of your shares are voted.

What happens if I do not submit voting instructions for a proposal? What is a broker non-vote?

If you properly complete, sign, date and return a GOLD universal proxy card or VIF, your shares will be voted as you specify. If you sign and return a GOLD universal proxy card or VIF, but make no specifications on such proxy card or VIF with respect to a proposal, your shares will be voted in accordance with the recommendations of our Board. If you mark a vote with respect to less than 12 nominees in Proposal 1, your shares will only be voted FOR those nominees you have so marked. If you vote FOR more than 12 nominees, all of your votes on Proposal 1 will be invalid and will not be counted.

    EQT Corporation - 2019 Proxy Statement     13

Table of Contents

If you are a beneficial owner whose shares are held of record by a broker, bank or other holder of record, you have the right to direct your broker, bank or other holder of record in voting your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank or other holder of record does not have discretionary authority to vote. This is called a "broker non-vote." In these cases, the broker, bank or other holder of record can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under New York Stock Exchange (the " NYSE ") rules.

We do not expect there to be broker non-votes. Because the Rice Group has submitted a notice of its intent to nominate directors, the 2019 annual meeting is expected to be the subject of a contested solicitation. Under the rules of the NYSE governing brokers' discretionary authority, if you hold your shares in street name and receive the Rice Group's proxy materials and you do not provide voting instructions, your broker will not have discretionary authority to vote thereon, whether the proposal is considered "routine" or not. In that case your shares will not be counted for purposes of determining the number of shares represented and voted with respect to an individual proposal, and therefore will have no effect on the outcome of the vote on an individual proposal. Therefore, it is very important for you to vote your shares for each proposal.

What is a Universal Proxy Card?

A universal proxy card lists on a single card all candidates nominated by the Board and all candidates nominated by a shareholder and allows shareholders to vote for candidates among all candidates nominated, regardless of who nominated them. Universal proxy cards are widely supported by independent proxy advisors, institutional investors and other independent parties because they enhance voting flexibility for shareholders who cannot or do not wish to attend a meeting or who cannot or do not wish to craft their own form of proxy or equivalent document.

In contrast, a traditional proxy card only lists candidates nominated by either the Board or a shareholder. A shareholder that wants to vote for some directors on each of the Company's and the shareholder's proxy cards cannot do so using one proxy card. If both proxy cards were returned, the second proxy card would cancel out and replace the first. As a practical matter, a traditional proxy card essentially requires shareholders to choose between two slates of candidates.

What happens if I vote for more than 12 nominees for election as director?

You may vote "FOR" up to 12 individuals for election as director in total. If you vote "FOR" more than 12 nominees for election as director, your vote will be considered invalid and will not be counted and shall have no effect on the outcome of the vote on director election. Voting to WITHHOLD with respect to any of the Rice nominees is not the same as voting for the Board's nominees. Please note that Daniel J. Rice IV is listed as a nominee by both your Board and the Rice Group; if you wish to vote FOR Daniel J. Rice IV, you should do so on the GOLD universal proxy card.

Is my vote important and how are the votes counted?

Your vote is very important. Each share of EQT stock that you own as of the close of business on May 14, 2019, the record date for the annual meeting, represents one vote. If you do not vote your shares, you will not have a say in the important issues to be voted on at the meeting. Many of our shareholders do not vote, so the shareholders who do vote may influence the outcome of the proposals in greater proportion than their percentage ownership of the Company.

14     EQT Corporation - 2019 Proxy Statement     

Table of Contents

At the close of business on the record date for the meeting, EQT Corporation had 255,507,169 shares of common stock outstanding. The following are the voting requirements to elect the 12 nominees to the Board and approve the other proposals presented in this proxy statement and the discretionary authority of brokers, banks or other holders of record with respect to each proposal:

For purposes of the approval of all Items above, abstentions, broker non-votes, if any, and the failure to vote are not votes cast and, accordingly, have no effect on the outcome of such proposals.

If you sign and return a white proxy card sent by the Rice Group, it will cancel any previous vote you may have cast on the GOLD universal proxy card. The best way to support the Board's nominees is to vote FOR the Board's nominees on the GOLD universal proxy card and to disregard, and not return, any white proxy card that you may receive from the Rice Group.

What constitutes a "quorum" for the meeting?

A majority of the outstanding shares, present in person or represented by proxy, constitutes a quorum. A quorum is necessary to conduct business at the annual meeting. You are part of the quorum if you have returned a proxy. Abstentions and broker non-votes, if any, also are counted in determining whether a quorum is present.

How will my shares be voted on other matters not included in this proxy statement that may be presented to the annual meeting?

Since no shareholder has indicated an intention to present any matter not included in this proxy statement to the annual meeting in accordance with the advance notice provision in the Company's bylaws (other than Toby Z. Rice with respect to his notice of intention to nominate seven directors at the annual meeting), the Board is not aware of any other proposals for the meeting. If another

    EQT Corporation - 2019 Proxy Statement     15

Table of Contents

proposal is properly presented, the persons named as proxies will vote your returned proxy in their discretion.

Who can attend the annual meeting, and how do I obtain an admission ticket?

You may attend the annual meeting if you were a shareholder on May 14, 2019. Seating is limited, will be offered on a "first come, first served" basis and requires an admission ticket. You may also request an admission ticket by writing to the Company's Corporate Secretary. See "How do I contact EQT's Corporate Secretary?" below. If a broker, bank or other holder of record holds your shares, you must include proof of your ownership of EQT stock as of May 14, 2019, such as a copy of your brokerage account statement or a legal proxy, which you can obtain from your broker, bank or other holder of record, and we will send you an admission ticket.

Shareholders must present a form of photo identification, such as a driver's license, in order to be admitted to the annual meeting. No cameras, laptops, recording equipment, other similar electronic devices, signs, placards, briefcases, backpacks, large bags, or packages will be permitted in the annual meeting. The Company reserves the right to deny admittance to any shareholder who attempts to bring any such item into the annual meeting. Small purses are permissible, but they and any bags or packages permitted in the meeting room will be subject to inspection. All security procedures and instructions require strict adherence. By attending the annual meeting, shareholders agree to abide by the agenda and procedures for the annual meeting, copies of which will be distributed to attendees at the meeting.

What happens if the meeting is postponed or adjourned?

If the meeting is postponed or adjourned, your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted. See "May I change my vote?" above.

Who pays for the solicitation of proxies by EQT?

We do. We are soliciting proxies primarily by use of the mails. However, we may also solicit proxies in person, by telephone, by facsimile, by courier or by electronic means. To the extent that our directors, officers or other employees participate in this solicitation, they will not receive any compensation for their participation, other than their normal compensation. Innisfree M&A Incorporated (" Innisfree ") assists us with the solicitation for a fee not to exceed $1,100,000 plus reasonable out-of-pocket expenses. Innisfree expects that approximately 50 of its employees will assist in the solicitation of proxies. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement. We also reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their proxies.

We estimate that our additional out-of-pocket expenses beyond those normally associated with soliciting proxies for the 2019 annual meeting and incurred in connection with preparing for a potential contested solicitation of proxies will be approximately $14,000,000 in the aggregate, of which approximately $3,000,000 has been spent to date. Such additional solicitation costs are expected to include the fees incurred to retain Innisfree as the Company's proxy solicitor, as discussed above, fees of outside legal and public relations advisors, investment bankers and other consultants to advise the Company in connection with a possible contested solicitation of proxies, increased mailing costs, such as the costs of additional mailings of solicitation materials to shareholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners, as described above, and the costs of retaining an independent inspector of election.

16     EQT Corporation - 2019 Proxy Statement     

Table of Contents

Additional information about persons who are participants in this proxy solicitation is set forth in Appendix F and Appendix G.

May I nominate someone to be a director of EQT?

Shareholders may either nominate individuals to serve as directors at the annual meeting or recommend individuals as possible director-nominees to the Corporate Governance Committee of the Board of Directors to consider in its normal course.

If you are a shareholder entitled to vote at an annual meeting, you may present at the meeting the nomination of one or more persons for election as a director of EQT Corporation. To do this, you must send advance written notice to the Company's Corporate Secretary. See "How do I contact EQT's Corporate Secretary?" below. According to our bylaws, we must receive notice of nominations for the 2020 annual meeting not earlier than the close of business on March 12, 2020 (i.e., the 120th day prior to July 10, 2020, the one-year anniversary of this year's annual meeting), and not later than the close of business on April 11, 2020 (i.e., the 90th day prior to July 10, 2020). For additional information, see "Corporate Governance and Board Matters – Director Nominations" on page 36 of this proxy statement.

In addition, a shareholder, or group of 20 or fewer shareholders, owning continuously for at least three years shares of the Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in EQT's 2020 proxy statement director nominees constituting the greater of (i) two and (ii) 20% of the Board, provided that such nominations are submitted in writing and received by EQT's Corporate Secretary not earlier than December 26, 2019, and not later than the close of business on January 25, 2020 and contain the required information set forth in EQT's bylaws. For additional information, see "Corporate Governance and Board Matters – Director Nominations" on page 36 of this proxy statement.

In addition, the Board's Corporate Governance Committee will consider candidates recommended by the Company's shareholders. If the Corporate Governance Committee determines to nominate as a director an individual recommended by a shareholder, then the recommended individual will be included on the Company's slate for the next annual meeting proxy statement. Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to the Company's Corporate Secretary. The Corporate Secretary must receive any recommendations as far in advance of the annual meeting of shareholders as possible in order to provide sufficient time for the Corporate Governance Committee to consider the recommendation.

Any notice or recommendation provided by the nominating shareholder must include an original irrevocable conditional resignation signed by each proposed nominee, as well as certain information about the person or persons nominated and the nominating shareholder (see "Director Nominations" under the caption "Corporate Governance and Board Matters" below for details). For additional information, contact the Corporate Secretary.

Has the Company received notice from any shareholders that they are intending to nominate director candidates at the 2019 annual meeting?

Yes. Toby Z. Rice has notified the Company of his intent to nominate a slate of nine nominees (which he has reduced to seven nominees) for election as directors at the 2019 annual meeting in opposition to the nominees recommended by our Board. Our Board does not endorse the Rice nominee slate and the independent members of our Board unanimously recommend that you vote FOR the election of each of the nominees proposed by your Board by using the enclosed GOLD universal proxy card. Voting to WITHHOLD with respect to any of the Rice nominees is not the

    EQT Corporation - 2019 Proxy Statement     17

Table of Contents

same as voting for the Board's nominees. As the Company is using a "universal" proxy card containing all of the Company nominees as well as the Rice nominees, there is no need to use any other proxy card regardless of how you wish to vote. The Board strongly urges you not to sign or return any white proxy card sent to you by the Rice Group.

When are shareholder proposals due?

Under SEC rules, eligible shareholders may submit proposals for inclusion in the proxy statement for our 2020 annual meeting. Shareholder proposals must be submitted in writing and must be received by the Company's Corporate Secretary on or before January 25, 2020 for them to be considered for inclusion in the 2020 proxy statement. See "How do I contact EQT's Corporate Secretary?" above.

Under our bylaws, you may present proposals in person at the 2020 annual meeting, in addition to proposals that will be included in our proxy statement, if you are a shareholder entitled to vote and comply with the following procedures. The Corporate Secretary must receive such proposals to be presented not earlier than the close of business on March 12, 2020 (i.e., the 120th day prior to July 10, 2020, the one-year anniversary of this year's annual meeting), and not later than the close of business on April 11, 2020 (i.e., the 90th day prior to July 10, 2020). 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 our bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary).

Shareholder proposals to recommend an individual to serve as a director of the Company are discussed in the section "Director Nominations" under the caption "Corporate Governance and Board Matters."

In addition, pursuant to our bylaws, a shareholder, or group of 20 or fewer shareholders may nominate and include in EQT's 2020 proxy statement director nominees, provided that such nominations are submitted in writing and received by EQT's Corporate Secretary not earlier than December 26, 2019, and not later than the close of business on January 25, 2020. For additional information, see "Corporate Governance and Board Matters – Director Nominations" on page 36 of this proxy statement.

How do I contact EQT's Corporate Secretary?

You may contact the Company's Corporate Secretary by sending correspondence to: 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222, Attn: Corporate Secretary.

Who do I contact if I have questions about the annual meeting or need help in voting my shares?

Please contact the firm assisting us with the solicitation of proxies, Innisfree M&A Incorporated, toll-free at 1(877) 687-1866. Banks and brokers may call collect at 1(212) 750-5833.

18     EQT Corporation - 2019 Proxy Statement     

Table of Contents

BACKGROUND OF THE SOLICITATION

Over the last two years, the Company has undergone a significant transformation. In 2017, we completed the acquisition of Rice Energy. In addition to creating the largest natural gas producer in North America, this transaction accelerated the maturation of both our upstream and midstream businesses, provided scale that significantly enhanced our optionality and facilitated the later Spin-off. In the meanwhile, the Company also completed several midstream simplification transactions in 2018 that helped to facilitate the Spin-off.

On November 12, 2018, the Company announced that it had completed the Spin-off of Equitrans Midstream Corporation. Upon completion of the Spin-off, new individuals were appointed as the Company's Chief Executive Officer and Chief Financial Officer (in addition to new individuals having been appointed in October 2018 as the Company's Head of Production, Head of Investor Relations and General Counsel). In addition, five new directors were appointed to EQT's Board of Directors upon completion of the Spin-off.

Between the completion of the Spin-off and early December 2018, Mr. Toby Z. Rice had several discussions with Mr. Robert J. McNally, the President and Chief Executive Officer of the Company, and Mr. James E. Rohr, the Chairman of the Board of Directors of the Company. During this time, Mr. Rice stated that he desired to become the Chief Operating Officer of the Company, and Mr. McNally informed him that he would discuss this with the Board.

On December 4, 2018, the Board established the Operating and Capital Efficiency Committee of the Board, tasked with an ongoing review of the Company's operations and capital deployment.

On December 10, 2018, while the Board was considering Mr. Toby Z. Rice's request and before it had the opportunity to fully review the request and respond to the same, Mr. Toby Z. Rice and his brother, Derek A. Rice, sent a public letter to the Board stating that they had a plan to generate an incremental $400 to $600 million of pre-tax free cash flow per year above EQT's then-current plans. This letter also proposed to insert Mr. Toby Z. Rice into the EQT organization with proper authority and support to oversee operations.

On December 14, 2018, at Mr. McNally's request, Mr. Toby Z. Rice met with Mr. McNally at the Duquesne Club in Pittsburgh. Mr. McNally, following consultation with members of the Board and based on Mr. Rice's previous indication that he wanted to work with Mr. McNally on improving operations at EQT, had sought to discuss Mr. Rice undertaking an operational role with respect to the Company either as an executive or a consultant. However, the meeting was much shorter than anticipated – Mr. Rice was silent as Mr. McNally spoke about the opportunity at EQT; Mr. Rice declared that he wanted to be the CEO; and when Mr. McNally asked Mr. Rice about the previous suggestion that they could work together, Mr. Rice stated that on further reflection he had determined that he was only interested in replacing Mr. McNally as the CEO and no longer interested in any other role with respect to EQT. Mr. Rice also indicated that he would no longer discuss the issue with Mr. McNally and instead only wanted to speak with Mr. Rohr.

On January 15, 2019, at the invitation of the Board, Mr. Toby Z. Rice made a presentation to the Board regarding his plans for the Company. The Board invited Mr. Toby Z. Rice to present because the Company was in the process of preparing a revised operational plan. Specifically, the Board was interested whether Mr. Rice had ideas that could improve upon the Company's own plans. Derek Rice and Kyle Derham also attended as guests, and Daniel J. Rice IV was present as a member of the EQT Board. The Board found: (i) the presentation lacking in new thought, (ii) that certain of the assumptions underlying the numbers had insufficient foundation upon question, and (iii) that Mr. Toby Z. Rice was unable to answer several of the Board's questions

    EQT Corporation - 2019 Proxy Statement     19

Table of Contents

with respect to the presentation, either avoiding them and/or asking Derek, Kyle or Daniel to respond from their chairs in his stead. The presentation both disappointed the Board and raised serious concerns as to whether Mr. Toby Z. Rice had the depth of knowledge necessary to be an operating executive without the support of his brothers. Furthermore, Mr. Rice's demeanor during the presentation and otherwise in the course of engagement with the Company raised questions as to whether he had the maturity to lead a large, professional, non-family business.

On January 22, 2019, the Company disclosed its 2019 capital expenditure forecast and actions to enhance shareholder value, including a search for an external COO and the establishment of the Operating and Capital Efficiency Committee of the Board. The Company also disclosed a five-year financial and operating plan providing for substantially increased adjusted free cash flow, as well as the "Target 10%" initiative to further increase adjusted free cash flow. The Company also discussed why the Company believed that the Rices' claims did not correspond to the facts, and would not result in incremental free cash flow relative to the EQT plan.

That same day, the independent members of the Board sent a letter to Toby and Derek Rice stating that there were a number of ideas that the Rices had presented that resonated with the directors, such as the discussion of free cash flow (which, frankly, were already reflected in the Company's revised plan announced that day). The letter also noted, however, that the presentation lacked what the Board believed constituted real plans and details. While noting that the Board had questions about Mr. Toby Z. Rice's fitness for leadership as CEO and a member of the Board, the independent directors also invited Mr. Toby Z. Rice to participate as a candidate in the search for a COO.

On March 7, 2019, after an extended and thorough search, the Company announced the appointment of Gary Gould as Executive Vice President and Chief Operating Officer, effective upon the commencement of his employment with EQT in April 2019. Mr. Gould has more than three decades of relevant industry experience, including direct experience in the Marcellus basin as an operating executive. He most recently served as senior vice president, production and resource development at Continental Resources, Inc. Earlier in his career, he held positions at Chesapeake Energy Corporation, Kinder Morgan, Inc., ConocoPhillips, Burlington Resources, Inc. and Exxon Corporation.

On March 21, 2019, Mr. Toby Z. Rice submitted a notice of nomination of nine director candidates to stand for election to the Board at the 2019 annual meeting of shareholders.

On March 25, 2019, the Company released an investor presentation further detailing its ongoing strategic plan to drive cost reductions across the business and generate sustainable free cash flow growth. The Company stated that it had already implemented cost saving actions that reduced annual cash costs by approximately $150 million. In addition, the Company stated that it anticipates generating adjusted free cash flow of approximately $300 to $400 million in 2019 and $2.9 billion over the next five years, up from the $2.7 billion announced in January, with the Target 10% initiative providing incremental upside. The Target 10% initiative aims to reduce cash costs by 10%, with continued successful execution of this initiative expected to yield cost savings of $800 million over the next five years, $250 million of which has already been identified.

On April 25, 2019, the Company issued a press release and updated analyst presentation disclosing its first quarter earnings results, which included generating $171 million in adjusted free cash flow (a non-GAAP financial measure – see Appendix C for definition and reconciliation) and highlighting continued progress towards its business objectives laid out on January 22, 2019.

20     EQT Corporation - 2019 Proxy Statement     

Table of Contents

ITEM NO. 1 – ELECTION OF DIRECTORS

(Item No. 1 on the proxy card)

The Board of Directors recommends a vote FOR each nominee proposed by the Board of Directors. The Board and the Corporate Governance Committee believe that EQT's 12 director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company's management and effectively oversee the business and the long-term interests of shareholders.

Directors are elected for one-year terms. Notwithstanding the expiration date of his or her term, each director holds office until his or her successor is elected and qualified; provided , however , each director has agreed to resign the day following the annual meeting date immediately following his or her 74th birthday.

The Board of Directors consists of 12 members as of the date this proxy statement was filed with the SEC. The terms of all 12 directors expire at the 2019 annual meeting. Messrs. Cary, Rohr and Todd are not standing for reelection at the 2019 annual meeting. Mses. Carrig and Mitchell and Mr. McManus have been nominated to serve, along with EQT's other director nominees, for a term of one year to expire at the 2020 annual meeting. All of EQT's director nominees (other than Mr. McNally and Mr. Rice) are independent under NYSE corporate governance rules (please see "Independence and Related Person Transactions" below for more information).

The persons named as proxies will vote according to your directions. If no direction is made with respect to a proposal, the persons named as proxies will vote in accordance with the Company's recommendations on such proposal. The 12 nominees for election proposed by EQT's Board have agreed to serve if elected, and the Board has no reason to believe that such nominees will be unavailable to serve. In the event that any of such nominees are unable or decline to serve as a director at the time of the annual meeting, then the persons named as proxies intend to vote for substitute nominees proposed by the Board, unless the Board decides to reduce the number of directors. If any substitute nominees are so designated, we will file an amended proxy statement or additional soliciting material that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement or additional soliciting material and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable rules promulgated by the SEC.

The Rice Group has notified the Company of its intention to nominate a slate of nine nominees (which has been reduced to seven nominees) for election to the Board of Directors at the 2019 annual meeting. As a result, the election of directors is considered a contested election as defined in our bylaws, and the 12 nominees receiving the highest number of FOR votes will be elected. Votes may not be cumulated.

The Board believes that election of the Rice nominee slate would immediately jeopardize the value of your investment by installing their friends in a highly destabilizing transition for our shareholders and employees. It would be destabilizing because the Rice Team has repeatedly made public and private statements indicating that they plan to replace up to 15 of the Company's department heads with individuals from the former Rice Energy. The Board notes that the former department heads of Rice Energy include Toby Rice's wife and his college baseball coach, and that all three of Toby Rice's brothers were Rice Energy employees. In addition, four of the Rice nominees served on the Rice Energy board, and at least one has a relative who was employed by Rice Energy.

The Board does NOT endorse the Rice nominee slate and the independent members of our Board unanimously recommends that you vote FOR the election of each of the nominees proposed by the

​

    EQT Corporation - 2019 Proxy Statement     21

​

---

Table of Contents

Board. Our Board strongly urges you NOT to sign or return the white proxy card sent to you by the Rice Group. If you have previously submitted a proxy card sent to you by the Rice Group, you can revoke that proxy and vote for our Board's nominees and on the other matters to be voted on at the 2019 annual meeting by using the enclosed GOLD universal proxy card.

In addition to the information set forth below, Appendix F sets forth information relating to the Company's directors, the Board's nominees for election as directors and certain of the Company's officers who are considered "participants" in our solicitation under the rules of the SEC by reason of their position as directors, nominees or because they will be soliciting proxies on our behalf, and Appendix G sets forth information relating to the Rice nominees (other than Daniel J. Rice IV) who are considered ``participants" in our solicitation under the rules of the SEC by reason of their position as nominees named on the Company's universal proxy card.

​

22     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

The Board of Directors recommends a vote FOR each of the following nominees for the Board of Directors.

Nominees to Serve for a One-Year Term Expiring in 2020
CORPORATE GOVERNANCE AND BOARD MATTERS

Directors
		Philip G. Behrman, Ph.D.		Age 68		Director since July 2008
		Former Senior Vice President, Worldwide Exploration, Marathon Oil Corporation (a publicly traded integrated energy company), October 2000 through July 2008. Member of the Audit Committee, Operating and Capital Efficiency Committee and the Public Policy and Corporate Responsibility Committee. Qualifications.     Through his more than 40 years of energy industry experience, including substantial experience in the exploration and production business, Dr. Behrman brings valuable perspectives with respect to the Company's health, environmental and safety activities, reserves estimation, strategic planning, and operations. In addition to his significant technical industry expertise, Dr. Behrman also brings extensive business and senior management experience to the Board, having served in various technical/management/executive positions with four major energy companies throughout his career.

 

		Janet L. Carrig		Age 61
		Former Senior Vice President, General Counsel and Corporate Secretary of ConocoPhillips (world's largest independent E&P company) from 2007 through 2018, serving as Deputy General Counsel and Corporate Secretary from 2006 through 2007. From 2004 through 2006, she was a Partner at Zelle, Hofmann, Voelbel, Mason & Gette P.C. From 2003 through 2004, Ms. Carrig served as Senior Vice President, Chief Administrative Officer and Chief Compliance Officer of Kmart Corporation, and was Executive Vice President – Corporate Development, General Counsel and Secretary of Kellogg Company from 1999 through 2003. She has a long history of fiduciary responsibility to a wide range of institutional investors and has served as Trustee of Columbia Funds Series Trust I and Columbia Funds Variable Insurance Trust and predecessors since 1996. Qualifications.     Ms. Carrig brings extensive legal and corporate governance experience, having served as general counsel to Fortune 100 and Fortune 300 companies for over 20 years. Ms. Carrig brings to the Board extensive executive leadership experience, substantial legal, regulatory and governance expertise and a strong E&P industry background, having served for over a decade as general counsel of ConocoPhillips. Ms. Carrig's corporate and legal career, and her prior E&P industry experience, uniquely position her to provide leadership to the Board in legal affairs and corporate governance.

​

    EQT Corporation - 2019 Proxy Statement     23

---

Table of Contents

		Christina A. Cassotis		Age 54		Director since November 2018
		Chief Executive Officer, Allegheny County Airport Authority, since 2015. Managing Officer, ICF International, Inc., a global commercial aviation consulting firm, 2007 through 2014. Ms. Cassotis has served as a director of S&T Bancorp,  Inc. (S&T Bank) (a publicly traded financial services company) since 2017, a member of the board of directors for Visit Pittsburgh, and a member of the International Aviation Women's Association. Member of the Corporate Governance Committee and the Public Policy and Corporate Responsibility Committee. Qualifications.     As the leader of a global commercial aviation consulting firm and Chief Executive Officer of the Allegheny County Airport Authority (manages the Allegheny County airport system, including Pittsburgh International Airport, one of the few airports in the U.S. where natural gas drilling is taking place), Ms. Cassotis brings to the Board significant experience in government affairs, public relations and safety and risk management. Ms. Cassotis has demonstrated that she is a strong, decisive, and strategic leader, bringing extensive experience in assessing the complex relationship between organizations and their competitive operating environments. As an innovative leader, she has experience directing necessary change through organizations, by driving growth and delivering value. Ms. Cassotis is also able to draw on her experience serving as a director of another public company board.

 

		William M. Lambert		Age 61		Director since November 2018
		Non-Executive Chairman of the Board, MSA Safety, Inc. (a publicly traded safety products manufacturer), since June 2018; Chairman of the Board, MSA Safety, Inc. (MSA), 2015 through June 2018; and President and Chief Executive Officer, MSA, from 2008 through June 2018. Mr. Lambert has served as a director of MSA since 2007 and as a director of Kennametal, Inc. (publicly-traded tooling and industrial materials manufacturer), serving as Chair on the board's Audit Committee and a member of the Nominating and Corporate Governance Committees, since 2016. Member of the Audit Committee and the Management Development and Compensation Committee. Qualifications.     Mr. Lambert has extensive executive leadership experience, having served as President and Chief Executive Officer of MSA for approximately 10 years. Mr. Lambert's experience running MSA, a global leader in the development, manufacture and supply of safety products, including safety products used by the natural gas industry, make him uniquely positioned to offer meaningful oversight of the Company's safety culture and operations. Mr. Lambert is a National Association of Corporate Directors Board Leadership Fellow. Additionally, Mr. Lambert brings extensive experience in business strategy, product development, marketing and finance. Mr. Lambert is also able to draw on his governance and industrial experience serving as a director of two other major public companies, as well as public policy experience serving for more than a decade as a director and executive committee member on major industrial trade associations.

​

24     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

		Gerald F. MacCleary		Age 65		Director since November 2018
		Chief Executive Officer and Chairman, Covestro LLC (formerly Bayer Material Science), since 2018; President of Covestro LLC, 2012 through 2017; and Senior Vice President, Polyurethanes, North America, 2004 through 2017. Mr. MacCleary serves as Chairman of the American Chemistry Council's Board of Directors, as well as a director on several industry boards, including the National Association of Manufacturers and on the Executive Committee for the Society of Chemical Industry. Member of the Audit Committee. Qualifications.     Mr. MacCleary has extensive executive leadership experience, most recently serving as the Chief Executive Officer and Chairman of Covestro, LLC. In this role, he leads Covestro's North American operations and has responsibility for the region's corporate service functions, including communications, human resources, legal, accounting, information technology and supply chain. Mr. MacCleary pushed for higher standards in sustainability, both at Covestro and in the broader chemical industry where health, safety and environmental performance is paramount. Under his leadership, Covestro LLC received the industry's Responsible Care Product Safety Award four consecutive years. He is also a leader in the chemical industry, with expertise in sales, marketing, general management and strategic leadership. Mr. MacCleary has a strong financial background, having worked as an accountant early in his career, and has experience navigating the complexities of a commodities business in a highly regulated industry.

 

		James T. McManus II		Age 60
		Former Chairman, Chief Executive Officer and President, Energen Corporation (a publicly traded E&P company focused on the Permian Basin that was acquired by Diamondback Energy, Inc. in 2018), 2008 through 2018; Chief Executive Officer and President, Energen Corporation (" Energen "), 2007; President and Chief Operating Officer, Energen, 2006 to 2007; President and Chief Operating Officer of Energen's E&P subsidiary, Energen Resources, 1997 through 2006. Beginning in 2014, Mr. McManus served as a director on the board of Questar Corporation (" Questar "), a natural gas focused energy company, until the acquisition of Questar by Dominion Resources, Inc. in 2016 for approximately $4.4 billion, plus assumed debt. Qualifications.     Mr. McManus' long career in the industry and experience as Chairman, President and Chief Executive Officer of Energen, a publicly traded E&P company focused on drilling and development of high-quality acreage in the Permian Basin, equips him with substantial executive leadership, operations and M&A experience. Mr. McManus led Energen as Chairman, President and CEO for over a decade preceding the company's successful merger with Diamondback Energy, Inc. in 2018, a transaction that valued Energen at approximately $9.2 billion. Mr. McManus has prior experience serving on numerous industry boards, including the Independent Producers Association of America, the American Exploration Production Council, and the National Petroleum Council. Mr. McManus also possesses public company board experience and strong financial and accounting experience, having been at PricewaterhouseCoopers early in his career. Mr. McManus' strong industry, leadership, and operations experience will enable him to provide valuable insights to the Board.

​

    EQT Corporation - 2019 Proxy Statement     25

​

---

Table of Contents

		Robert J. McNally		Age 48		Director since November 2018
		President and Chief Executive Officer, EQT, since November 2018; Senior Vice President and Chief Financial Officer, EQT, March 2016 through November 2018; director and Senior Vice President and Chief Financial Officer of the general partners of EQM and EQGP, March 2016 through October 2018; director and Senior Vice President and Chief Financial Officer of the general partner of RMP from November 2017 to July 2018. Former Executive Vice President and Chief Financial Officer, Precision Drilling Corporation (a publicly traded Calgary-based oil and natural gas contract drilling, completions, and production services provider), July 2010 through March 2016. Member of the Executive Committee and the Public Policy and Corporate Responsibility Committee. Qualifications.     Mr. McNally brings extensive business, leadership, management and financial experience to the Board. Mr. McNally has nearly 25 years of experience in the energy sector. He also has a strong capital markets background, which includes oversight of investments in energy technology start-ups at Kenda Capital LLC, an initial public offering while with Warrior Energy Services Corp., and several years of investment banking and M&A advisory experience with Simmons & Company International. Mr. McNally's strong financial and industry experience, along with his deep understanding of the Company's business operations and culture, enable him to provide unique and valuable perspectives on issues facing the Company.

 

		Valerie A. Mitchell		Age 47
		Founding member and Chief Executive Officer, Corterra Energy, since 2016. Vice President, Mid-Continent, Newfield Exploration Company (a publicly traded exploration and production company that was acquired by Encana Corporation in 2019), 2015 through 2016; Vice President, Corporate Development, Newfield Exploration Company (" Newfield "), 2014 through 2015; and General Manager, Mid-Continent, Newfield, 2011 through 2014. Qualifications.     Ms. Mitchell has a robust background in E&P, having spent the bulk of her career in the U.S. Mid-Continent, and has over 15 years of operational leadership experience. Ms. Mitchell's experience running the Mid-Continent region at Newfield, with over $1 billion in annual investments in SCOOP and STACK drilling, enables her to bring significant insight into efficient growth, development and production of resources plays. Additionally, as a reservoir engineer with direct field experience, Ms. Mitchell brings valuable technical expertise to the Board with respect to operations and reserves.

​

26     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

		Anita M. Powers		Age 63		Director since November 2018
		Former Executive Vice President of Worldwide Exploration, Occidental Oil and Gas Corporation, 2007 through January 2017; and Vice President, Occidental Petroleum Corporation, 2009 through January 2017. Ms. Powers has served as a director of California Resources Corporation, a publicly traded producer of oil and natural gas, and as a member of its Health, Safety and Environmental Committee since 2017. Chair of the Operating and Capital Efficiency Committee and a member of the Executive Committee. Qualifications.     Ms. Powers has more than 36 years of operational experience in the oil and gas industry, having served in various senior roles at Occidental Oil and Gas Corporation, including most recently as Executive Vice President of Worldwide Exploration. Through her extensive industry experience, Ms. Powers brings significant expertise at optimizing the efficiency of operations to drive returns. As a senior geologist, Ms. Powers also brings significant technical expertise to the Board. Ms. Powers is also able to draw on her experience serving as a director of another public company board.

 

		Daniel J. Rice IV		Age 38		Director since November 2017
		Former Chief Executive Officer and director of Rice Energy (oil and gas exploration company acquired by the Company in November 2017), October 2013 through November 2017; Vice President and Chief Financial Officer, October 2008 through September 2013; and Chief Operating Officer, October 2012 through September 2013. Mr. Rice also served as a director and the Chief Executive Officer of Rice Midstream Management LLC, the general partner of RMP from January 2014 to November 2017. Member of the Public Policy and Corporate Responsibility Committee. Qualifications.     Mr. Rice has over a decade of experience in the natural gas industry, having most recently served as the Chief Executive Officer of Rice Energy. Mr. Rice's services at Rice Energy provide Mr. Rice with significant executive and operational insight into the Company's production operations generally, and specifically with respect to the assets acquired in the Company's acquisition of Rice Energy. While on the Rice Energy board of directors, Mr. Rice served on its Health, Safety and Environmental Committee. Prior to joining Rice Energy, he served as an investment banker for Tudor Pickering Holt & Co., LLC from February 2008 through October 2008 and as a senior analyst of corporate planning for Transocean Inc. (offshore drilling contractor) from March 2005 through February 2008.

​

    EQT Corporation - 2019 Proxy Statement     27

​

---

Table of Contents

		Stephen A. Thorington		Age 63		Director since September 2010
		Former Executive Vice President and Chief Financial Officer, Plains Exploration & Production Company (energy company engaged in the upstream oil and gas business) (now part of Freeport-McMoRan Inc.), September 2002 through April 2006. Mr. Thorington served as a director of the general partner of EQGP from April 2015 through November 2018 and a director of the general partner of EQM from February 2018 to November 2018. Mr. Thorington was a director of KMG Chemicals,  Inc. (diversified chemical company), May 2007 through December 2014, at which time he retired from the board at the conclusion of his then current term. Mr. Thorington also was a director of QRE GP, LLC, the general partner of QR Energy, LP (oil and natural gas production master limited partnership) (now part of Breitburn Energy Partners LP), January 2011 through November 2014. Chair of the Audit Committee and member of the Executive Committee and the Operating and Capital Efficiency Committee. Qualifications.     Mr. Thorington has significant experience in energy company management, finance and corporate development, as well as natural gas exploration and production. Mr. Thorington has served in a number of senior management positions with energy industry companies and, earlier in his career, held various senior positions within the investment banking industry. Mr. Thorington also has extensive experience on other public company boards, including service as a member of audit, compensation, conflicts and nominating and corporate governance committees. Mr. Thorington is able to draw upon these diverse experiences to provide guidance with respect to accounting matters, financial markets and financing transactions, exploration and production operations and investor relations.

 

		Christine J. Toretti		Age 62		Director since October 2015
		President, Palladio, LLC (consulting company), since 2011. President, The Jack Company (a natural gas production company), 1988 through 2015; and Chairman and Chief Executive Officer, S.W. Jack Drilling Company (privately held land-based drilling company), 1990 through 2010. Ms. Toretti serves as Chairman of the board of directors of S&T Bank and has served as a director since 1984. Chair of the Public Policy and Corporate Responsibility Committee and member of the Corporate Governance Committee, the Executive Committee and the Operating and Capital Efficiency Committee. Qualifications.     Ms. Toretti has extensive experience in the natural gas industry having been the Chairman and Chief Executive Officer of a large, privately held, land-based drilling company. Ms. Toretti previously served on the U.S. Secretary of Energy's Advisory Board and as Pennsylvania's representative on the Interstate Oil and Gas Compact Commission. In addition to her significant executive leadership and industry experience, Ms. Toretti also brings experience as a public company director, currently serving as the Chairman of the board of directors of S&T Bank. Ms. Toretti also serves on a number of non-profit boards. Ms. Toretti's leadership skills and industry experience enable her to provide valuable insights into issues facing the Company.

​

28     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

CORPORATE GOVERNANCE MATTERS

Current Board Composition

Name		Age		Director Since		Principal Occupation		Independent		Committee Memberships
​	​	​	​	​	​	​	​	​	​	​
Philip G. Behrman, Ph.D.		68		2008		• Former Senior Vice President, Worldwide Exploration, Marathon Oil Corporation		X		AC, OCEC, PPC
A. Bray Cary, Jr.		70		2008		• President, Cary Communications, Inc. • Senior Advisor, West Virginia Office of the Governor		X		CGC (Chair), MDCC, EC
Christina A. Cassotis		54		2018		• Chief Executive Officer, Allegheny County Airport Authority		X		CGC, PPC
William M. Lambert		61		2018		• Former Chairman, President and Chief Executive Officer, MSA Safety, Inc.		X		AC, MDCC
Gerald F. MacCleary		65		2018		• Chief Executive Officer and Chairman, Covestro LLC (formerly Bayer Material Science)		X		AC
Robert J. McNally		48		2018		• President and Chief Executive Officer, EQT Corporation		​		EC, PPC
Anita M. Powers		63		2018		• Former Executive Vice President of Worldwide Exploration, Occidental Oil and Gas Corporation		X		EC, OCEC (Chair)
Daniel J. Rice IV		38		2017		• Former CEO, Rice Energy Inc.		​		PPC
James E. Rohr (Independent Chairman)		70		1996		• Former Chairman and CEO, The PNC Financial Services Group, Inc.		X		MDCC, EC (Chair)
Stephen A. Thorington		63		2010		• Former Executive Vice President and CFO, Plains Exploration and Production Company		X		AC (Chair), EC, OCEC
Lee T. Todd, Jr., Ph.D.		73		2003		• Former President and Retired Professor of Electrical Engineering, University of Kentucky		X		CGC, MDCC (Chair), EC
Christine J. Toretti		62		2015		• President, Palladio,  LLC		X		CGC, EC, PPC (Chair), OCEC

 

AC		Audit Committee		MDCC		Management Development and Compensation Committee
CGC		Corporate Governance Committee		OCEC		Operating and Capital Efficiency Committee
EC		Executive Committee		PPC		Public Policy and Corporate Responsibility Committee

​

    EQT Corporation - 2019 Proxy Statement     29

---

Table of Contents

Board Meetings and Committees

In 2018, the Board of Directors held six regular meetings and 10 special meetings. The independent directors met six times in executive session without any officer of the Company present. In 2018, each director attended 75% or more of the total number of meetings of the Board and the committees on which the director served, and overall attendance at such meetings was over 97%. The Company encourages its directors to attend the annual meeting of the shareholders, and it has been their practice to do so. All directors then in office attended the 2018 annual meeting.

The Board has six standing Committees:

​	​	​	​	​
		Audit Committee +
​	​	​	​	​
		Management Development and Compensation Committee +
​	​	​	​	​
		Corporate Governance Committee +
​	​	​	​	​
		Operating and Capital Efficiency Committee +
​	​	​	​	​
		Public Policy and Corporate Responsibility Committee
​	​	​	​	​
		Executive Committee
​	​	​	​	​

⁺

Committee composed entirely of independent directors

The Board may, from time to time, form new committees, disband an existing Committee and delegate additional responsibilities to a committee. The responsibilities of the committees (other than the Executive Committee and the Operating and Capital Efficiency Committee) are set forth in written charters, which are reviewed periodically by the committees and, where appropriate, the Corporate Governance Committee and the Board. All of the charters are available on the Company's website at www.eqt.com by clicking on the "Investors" link on the main page and then on the "Corporate Governance" link followed by the "Charters and Documents" link.

Committees and Current Committee Composition

Below is an overview of our committees as of the date of this proxy statement and a description of their key oversight and focus areas.

Audit Committee

Stephen A. Thorington Committee Chair		Meetings Held in 2018: 10

Additional Committee Members :    Philip G. Behrman, Ph.D.; William M. Lambert; and Gerald F. MacCleary

Primary Responsibilities :    The Audit Committee assists the Board by overseeing the accounting and financial reporting processes of the Company and related disclosure matters; the audits and integrity of the Company's financial statements; the qualifications, independence, and performance of the Company's registered public accountants; and the qualifications and performance of the Company's internal audit function. The Committee also oversees the Company's compliance with legal and regulatory requirements, including the Company's code of business conduct and ethics. For additional information regarding the Committee's responsibilities, see "Report of the Audit Committee" and "Board's Role in Risk Oversight" below.

Independence :    Each member of the Audit Committee (i) is independent under the Company's corporate governance guidelines and applicable NYSE listing standards and SEC rules and (ii) is financially literate under the applicable NYSE rules. The Board has determined that each of Messrs. Lambert, MacCleary and Thorington qualifies as an "audit committee financial expert" (as defined under SEC rules). The designation as an audit committee financial expert does not impose upon the members any duties, obligations, or liabilities that are greater than are generally imposed upon them as members of the Audit Committee and the Board. As audit committee financial experts, Messrs. Lambert, MacCleary and Thorington also have accounting or related financial management experience under applicable NYSE listing standards.

​

30     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

Management Development and Compensation Committee

Lee T. Todd, Jr., Ph.D. Committee Chair		Meetings Held in 2018: 12

Additional Committee Members :    A. Bray Cary, Jr., William M. Lambert and James E. Rohr

Primary Responsibilities :    The Management Development and Compensation Committee (the " Compensation Committee ") discharges the Board's responsibilities relating to compensation of the Company's executive officers, including determining and approving the Chief Executive Officer's compensation level, based on input from the Corporate Governance Committee and the other independent directors regarding the Chief Executive Officer's performance for the prior year and in light of the goals and objectives established by the Corporate Governance Committee for the upcoming year; reviewing and approving the performance of, and compensation structure for, the Company's executive officers (other than the Chief Executive Officer); and reviewing and approving all compensation plans and employment and severance agreements for executive officers. The Compensation Committee has the sole authority to retain and terminate one or more compensation consultants, independent legal counsel, or other advisors. It may also obtain advice and assistance from internal legal, accounting, human resources, and other advisors. The Compensation Committee oversees and, where required by law, administers the Company's benefit plans, incentive-based compensation plans, and other equity-based plans. The Compensation Committee also reviews the Company's succession plan for all executive officers other than the Chief Executive Officer (whose succession plan is reviewed by the full Board). Pursuant to its Charter, the Compensation Committee has the power to form and delegate authority to subcommittees and to delegate authority to one or more members of the Compensation Committee or to individuals and committees consisting of employees of the Company.

Independence :    Each member of the Compensation Committee is (i) independent under the Company's corporate governance guidelines and applicable NYSE listing standards (including the enhanced independence standards for compensation committee members under the NYSE listing standards); and (ii) a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

Corporate Governance Committee

A. Bray Cary, Jr. Committee Chair		Meetings Held in 2018: 10

Additional Committee Members :    Christina A. Cassotis, Lee T. Todd, Jr., Ph.D. and Christine J. Toretti.

Primary Responsibilities :    The Corporate Governance Committee is responsible for recommending director-nominees for each annual meeting of shareholders, Board Committee membership (including Committee Chairs), and nominees for the Board's Chairman. The Committee oversees the self-assessment process for the Board and its committees and makes recommendations regarding the Board's compensation structure. It also identifies and approves corporate goals and objectives relevant to the Chief Executive Officer's compensation and annually reviews the Chief Executive Officer's performance against such goals and objectives, after receiving input from the Chairman. The Committee also recommends director independence determinations to the Board and reviews related person transactions under the Company's related person transaction approval policy.

Independence :    Each member of the Committee is (i) independent under the Company's corporate governance guidelines and applicable NYSE listing standards (including the enhanced independence standards for compensation committee members under the NYSE listing standards) and (ii) a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act.

​

    EQT Corporation - 2019 Proxy Statement     31

​

---

Table of Contents

Operating and Capital Efficiency Committee

Anita M. Powers Committee Chair		Meetings Held in 2018: 2

Additional Committee Members :    Philip G. Behrman, Ph.D., Stephen A. Thorington and Christine J. Toretti.

Primary Responsibilities :    The Operating and Capital Efficiency Committee was formed by the Board as a new standing committee in December 2018. The Operating and Capital Efficiency Committee consists of four independent directors with significant industry experience and is tasked with an ongoing review of the Company's operations and capital deployment.

Public Policy and Corporate Responsibility Committee

Christine J. Toretti Committee Chair		Meetings Held in 2018: 5

Additional Committee Members :    Philip G. Behrman, Ph.D., Christina A. Cassotis, Robert J. McNally and Daniel J. Rice IV.

Primary Responsibilities :    The Public Policy and Corporate Responsibility Committee reviews and provides input and direction to the Company's management and the Board regarding industry, legislative, and regulatory activities of significance to the Company relating to environmental, health, and safety matters; government affairs (including industry and other organizations that express views about legislative and regulatory affairs); and other matters likely to influence the Company's reputation.

Executive Committee

James E. Rohr Committee Chair		Meetings Held in 2018: 0

Additional Committee Members :    A. Bray Cary, Jr., Robert J. McNally, Anita M. Powers, Stephen A. Thorington, Lee T. Todd, Jr., Ph.D., and Christine J. Toretti.

Primary Responsibilities :    The Executive Committee has the authority to act in all matters that the full Board may act upon when the Board is not in session, unless limited by a resolution of the Board and except to the extent limited by law.

Compensation Process

Establishing Target Total Direct Compensation

In discharging the Board's responsibilities relating to compensation of the Company's executive officers, the Compensation Committee establishes the target total direct compensation (base salary plus annual and long-term incentives) for executive officers by establishing base salaries and setting long-term and annual incentive targets. When appropriate, the Compensation Committee also reviews and modifies perquisites.

​

32     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

Establishing and Administering Annual and Long-Term Incentive Programs

The Compensation Committee annually approves plan design, including performance measures and target payout, for annual and long-term incentive programs. These deliberations, which usually start with recommendations from management and involve discussions among management, the Compensation Committee's independent compensation consultant and the Compensation Committee, usually span several meetings before a design is approved. After the end of the performance period for any performance award, the Compensation Committee certifies the levels at which the performance measures were satisfied and approves the amount of incentive award payable to each executive officer.

Delegation of Grant Authority

The Compensation Committee has delegated to Mr. McNally, in his capacity as a director of the Company, the authority to grant a limited number of restricted EQT shares and/or EQT restricted units to:

•

newly hired or recently promoted employees on the condition that no award exceeds the 50th percentile of the market long-term incentive compensation target in value, except as may result from an award being rounded-up to the next highest number of shares evenly divisible by 10;



•

other employees in recognition of exceptional performance on the condition that such no award exceeds 1,000 shares (provided that the recipient does not participate in the Company's current long-term incentive award program); and



•

employees who participate in the Company's educational assistance program, on the condition that no individual award exceeds 500 shares (provided that the recipient does not participate in the Company's current long-term incentive award program).

Mr. McNally may not grant any of these awards to an executive officer of the Company. All such awards must be made on standard terms approved by the Compensation Committee and are reported to the Compensation Committee for informational purposes at the next meeting of the Compensation Committee.

The Compensation Committee has not delegated authority to award equity to any other executive officer.

Compensation Consultant

The Compensation Committee has the sole authority to hire, terminate, and approve fees for compensation consultants, independent legal counsel, and other advisors as it deems to be necessary to assist in the fulfillment of its responsibilities. During 2018, the Compensation Committee utilized Pay Governance LLC (" Pay Governance ") as its independent compensation consultant, and Pay Governance reported directly to the Compensation Committee.

During 2018, Pay Governance provided market data and counsel regarding executive officer compensation programs and practices and also performed benchmarking services for the Corporate Governance Committee related to director compensation for the Company's Board.

​

    EQT Corporation - 2019 Proxy Statement     33

---

Table of Contents

In addition to the executive and director compensation services provided for the Compensation Committee and the Corporate Governance Committee, respectively, during 2018, the representatives of Pay Governance also performed the following services during 2018:

•

The Company's management engaged Pay Governance to perform a competitive benchmarking analysis for non-executive officers of the Company (2018 fees totaled $25,973).

The Compensation Committee has considered the services provided by Pay Governance during 2018, as well as Pay Governance's responses to a questionnaire regarding Pay Governance's relationship with the Company and its management, and determined that such services do not compromise Pay Governance's independence as the Compensation Committee's independent compensation consultant.

Role of Senior Management

The Company's senior management has an ongoing dialogue with the Compensation Committee and its independent compensation consultant regarding compensation and plan design. Most ideas originate with management due to its direct involvement in, and knowledge of, the business goals, strategies, experiences and performance of the Company. Management's ideas are reviewed with the independent compensation consultant and frequently modified by the Compensation Committee prior to ultimate adoption. The Compensation Committee engages in active discussions with the Chief Executive Officer concerning: (i) who should participate in programs and at what levels, (ii) which performance measures should be used, (iii) the determination of performance targets, and (iv) whether and to what extent performance measures for the previous year have been achieved. The Chief Executive Officer is advised by the other executive officers of the Company.

We provide additional information regarding the Compensation Committee and our policies and procedures regarding executive compensation, including the role of executive officers in recommending executive compensation, below under the caption "Compensation Discussion and Analysis."

Board Leadership Structure

Currently, the roles of Chairman of the Board and Chief Executive Officer are separate, with Mr. Rohr serving as Chairman of the Board and Mr. McNally serving as EQT's Chief Executive Officer. As described in the Company's corporate governance guidelines, the Board of Directors believes that the functions of the Chairman of the Board are distinct from those of the Chief Executive Officer but that both functions may be effectively performed by the same individual. From time to time, generally in connection with succession planning, the Board considers whether the Chairman of the Board and the Chief Executive Officer should be separate, and if separate, whether the Chairman of the Board should be an outside director or an inside director.

Pursuant to the Company's corporate governance guidelines, when the Board does not have an independent Chairman, the Board must designate an independent director as the Lead Independent Director. When a Lead Independent Director has been designated, his or her exclusive duties are:

•

convening, presiding over, and setting agendas for regularly scheduled and special executive sessions of non-management directors (which typically occur at each regularly scheduled meeting of the Board), including calling a meeting of the independent/non-management directors, if requested by any other director;

​

34     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

•

presiding over any meeting at which the Chairman is not present;



•

consulting with the Chairman to set the annual calendar of topics to be covered at Board meetings and reviewing meeting agendas;



•

providing input to the Corporate Governance Committee in connection with the evaluation of the Chief Executive Officer's performance;



•

facilitating an assessment process with respect to the Board as a whole as well as for individual directors;



•

serving as the designated director to speak with shareholders (when requested) and to receive communications from interested parties; and



•

serving as the Chair of the Executive Committee.

When in office, the independent Chairman's or Lead Independent Director's term is one year, but an individual may serve multiple consecutive terms upon recommendation of the Corporate Governance Committee and approval of the Board.

Board's Role in Risk Oversight

The Company's corporate governance guidelines provide that the Board of Directors is responsible for reviewing the process for assessing the major risks facing the Company and the options for their mitigation. The Board executes on this oversight responsibility in a variety of ways, including:

​	​	​	​	​
​		THE BOARD		​
​	​	​	​	​
		• Oversees our risk management policies and practices and reviews options for risk mitigation; • Performs an annual review of the Company's major risks; • Addresses major risks with management via presentations (initiated by management or requested by the Board) throughout the year; and • Delegates oversight for certain risks to the Board committees, as appropriate.
​	​	​	​	​

​	​	​	​	​	​	​	​	​	​	​
​		Audit Committee		​		​		Compensation Committee		​
​	​	​	​	​	​	​	​	​	​	​
		• Responsible for reviewing and discussing with management the Company's major financial risk exposures and the actions management has taken to monitor and control such exposures. • Reviews the performance of our independent auditors (and their independence) and our internal audit department.						• Reviews and oversees the risk assessment related to EQT's compensation programs, and reports the results to the Board. • Periodically reviews and makes recommendations regarding such of the Company's Tier 1 risks as may be delegated to the Compensation Committee by the Board.
​	​	​	​	​	​	​	​	​	​	​

​

    EQT Corporation - 2019 Proxy Statement     35

​

---

Table of Contents

​	​	​	​	​	​	​	​	​	​	​
​		Corporate Governance Committee		​		​		Public Policy and Corporate Responsibility Committee		​
​	​	​	​	​	​	​	​	​	​	​
		• Reviews and advises the Board regarding material corporate governance-related risks. • Ensures that our Board is composed of capable individuals who provide appropriate oversight and insight to our executive management.						• Oversees policies and practices relating to environmental, health and safety matters. • Reviews procedures for identifying, assessing, monitoring and managing the principal risks associated with health, safety, environment, and reputational risk matters.
​	​	​	​	​	​	​	​	​	​	​

Enterprise Risk Committee

The Company primarily manages enterprise risk through an Enterprise Risk Committee, which is composed of certain executive officers, including our President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, and General Counsel and Senior Vice President, Government Affairs, as well as business unit and functional leaders. The Enterprise Risk Committee meets periodically throughout the year to review, prioritize and address the Company's major risk exposures and to consider new or emerging risks. The Director, Enterprise Risk and Compliance reports the results of the risk assessment annually to the Board of Directors. The Board reviews and assesses the report of the Director, Enterprise Risk and Compliance and determines whether any further action is required.

Director Nominations

General Process for Director Nominations

The responsibilities of the Corporate Governance Committee include identifying and recommending to the Board the requisite skills and characteristics to be found in individuals qualified to serve as members of the Board and recommending to the Board the director nominees for each annual meeting of shareholders. The Corporate Governance Committee typically considers new nominees for the Board in the context of a vacancy on the Board resulting from resignation or retirement of a director or to fill a skill need identified by the Board. The Corporate Governance Committee has historically used third-party search firms to assist it in identifying potential director candidates. Director candidates have also been identified by senior management and members of the Board considering individuals both within and external to their respective networks. The Company agreed to nominate Daniel J. Rice IV at the 2018 annual meeting of shareholders as a director pursuant to the Agreement and Plan of Merger entered into in connection with the 2017 acquisition of Rice Energy Inc. (the " Rice Transaction ").

As set forth in the Corporate Governance Committee's charter, it will consider submissions from shareholders in making its recommendation. Any shareholder desiring to recommend an individual to serve as a director of the Company should submit the following information to the Corporate Governance Committee Chair, care of the Corporate Secretary, no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting:

•

The information required by Sections 1.09 and 1.10 of the Company's bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to, (i) the proposing person's notice, (ii) the nominee's written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made, (iii) a written representation and agreement of the nominee in the form provided by the

​

36     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

Corporate Secretary, and (iv) the nominee's executed irrevocable conditional resignation letter.

•

In addition, the Company may require the shareholder to provide such further information as it may reasonably request.

Additionally, as set forth in Section 1.11 of the Company's bylaws, a shareholder, or group of 20 or fewer shareholders, in each case owning continuously for at least three years as of both the date the notice is received by the Company and the record date for the annual meeting, shares of the Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in EQT's proxy statement director nominees constituting the greater of (i) two and (ii) 20% of the Board, provided that such nominations are submitted in writing and received by EQT's Corporate Secretary not earlier than the close of business on the 150th day and not later than the close of business on the 120th day prior to the first anniversary of the date that the Company mailed its proxy statement for the preceding year's annual meeting of shareholders and include the following:

•

The information required by Sections 1.09 and 1.10 of the Company's bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to, (i) the proposing person's notice, (ii) the nominee's written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made, (iii) a written representation and agreement of the nominee in the form provided by the Corporate Secretary that the nominee consents to being named in the Company's proxy statement and form of proxy card as a nominee and to serving as a director of the Company if elected, and (iv) the nominee's executed irrevocable conditional resignation letter.



•

The information required by Section 1.11 of the Company's bylaws, including, but not limited to, (i) all other questionnaires required of the Company's directors; and (ii) such additional information as is necessary to permit the Board to determine that the director nominee is independent and that his or her service as a member of the Board would not violate any applicable law, rule or regulation, or the NYSE listing standards.

Other than the nomination of directors by Toby Z. Rice described in this proxy statement, the Company did not receive any nominations from any shareholders for the 2019 annual meeting.

In evaluating individuals identified as possible director-nominees, whether the source of the possible nominee is another director, a member of management, a shareholder or otherwise, the Corporate Governance Committee assesses the experience and personal characteristics of the possible nominee against the guidelines identified below. Possible nominees satisfying the guidelines are then further evaluated to identify, in the judgment of the Corporate Governance Committee, the best match for the Board. The Corporate Governance Committee retains the

​

    EQT Corporation - 2019 Proxy Statement     37

​

---

Table of Contents

right to modify the guidelines, including the criteria for evaluating the qualifications of potential nominees for election to the Board as set forth therein, from time to time.

​	​	​	​	​	​	​	​	​
​		Individual Qualifications		​		• Possesses integrity, competence, insight, creativity, and dedication together with the ability to work with colleagues while challenging one another to achieve superior performance • Has attained prominent position in his or her field of endeavor • Possesses broad business experience • Has ability to exercise sound business judgment • Is able to draw on his or her past experience relative to significant issues facing the Company • Has experience in the Company's industry or in another industry or endeavor with practical application to the Company's needs • Has sufficient time and dedication for preparation as well as participation in Board and Committee deliberations • Has no conflict of interest • Meets such standards of independence and financial knowledge as may be required or desirable • Possesses attributes deemed to be appropriate given the then current needs of the Board		​
​	​	​	​	​	​	​	​	​
​		Composition of the Board as a Whole		​		• A diversity of background, perspective, and skills related to the Company's business • A diversity of race, gender, and age		​
​	​	​	​	​	​	​	​	​

Consideration of Diversity

The Board does not have a specific diversity policy, but fully appreciates the value of Board diversity. Diversity is important because a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process and enhances overall culture in the boardroom.

In evaluating candidates for Board membership, the Board and the Corporate Governance Committee consider many factors based on the specific needs of the business and what is in the best interests of the Company's shareholders. This includes diversity of professional experience, race, ethnicity, gender, age and cultural background. In addition, the Board and the Corporate Governance Committee focus on how the experiences and skill sets of each director nominee complement those of fellow director nominees to create a balanced Board with diverse viewpoints and deep expertise.

The Board believes that its nominees possess individual qualifications consistent with the guidelines set forth above. In addition to the specific individual director qualifications identified under the caption "Item No. 1 – Election of Directors" above, the Board believes that its nominees offer insightful and creative views and solutions with respect to issues facing the Company. The Board also believes that its nominees will function well together as a group. Finally, the Board believes that its nominees have appropriate diversity consistent with the guidelines set forth above.

The Rice Nominees

The Corporate Governance Committee, together with the Annual Meeting Committee, also evaluated the Rice nominees using the same criteria that they used to evaluate the Board's nominees and concluded that the nominees recommended by the Board in this proxy statement collectively have a superior skill set in light of the needs of the Company.

​

38     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

Under EQT's Second Amended and Restated Credit Agreement, dated as of July 31, 2017, among EQT, PNC Bank, National Association, as administrative agent, swing line lender and an L/C issuer and the other lenders (the " Credit Agreement "), a change of control would occur thereunder if the Rice nominees (other than Daniel J. Rice IV) become members of the Board unless the current Board approved such nominees. Citing this Credit Agreement provision, Toby Z. Rice requested that the Board approve the Rice nominees. While the Board has approved the Rice nominees solely for purposes of the Credit Agreement, the Board opposes the election of the Rice nominees, believes their election is not in the best interest of the Company's shareholders and recommends that shareholders support the Board's director nominees.

Contacting the Board

You may communicate directly with our Board of Directors (and with independent directors, individually or as a group) by sending an email to presidingdirector@eqt.com. You may also write to our independent Chairman, the entire Board, any Board Committee, or any individual director by addressing such communication to the applicable director or directors, care of the Corporate Secretary, at EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222. The Corporate Secretary will open such communications and will promptly deliver such communications to the director or directors (as appropriate) designated therein, unless such communications are junk mail or mass mailings.

Governance Principles

The Company maintains a corporate governance page on its website that includes key information about its corporate governance practices, including its corporate governance guidelines, code of business conduct and ethics, and charters for the Audit Committee, the Management Development and Compensation Committee, the Corporate Governance Committee, and the Public Policy and Corporate Responsibility Committee. The corporate governance page can be found at www.eqt.com, by clicking on the "Investors" link on the main page and then on the "Corporate Governance" link. The Company will provide copies of its corporate governance guidelines, code of business conduct and ethics, and any of the Board Committee charters upon request by a shareholder to the Corporate Secretary.

EQT's corporate governance policies and practices are compliant with applicable corporate governance requirements:

•

The Board of Directors has adopted corporate governance guidelines.



•

10 of the 12 nominees for election to the Board are independent of the Company and its management.



•

The Board's non-management directors meet periodically in executive session, and the independent Chairman has been identified as the presiding director at all such executive sessions.



•

All members of each of the key Board Committees – Audit, Management Development and Compensation, and Corporate Governance – are independent of the Company and its management.



•

Each of the key committees has a charter that meets applicable legal requirements and reflects good corporate governance.



•

The Board and each of the key committees engage in annual self-assessments, which involve, among other things, reviews of individual director performance.

​

    EQT Corporation - 2019 Proxy Statement     39

​

---

Table of Contents

•

The Company's directors are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the Company provides funding for such activities.



•

The Company has a code of business conduct and ethics applicable to all employees and directors of the Company.



•

The Corporate Governance Committee reviews the Company's governance policies and practices periodically and makes recommendations to the Board.

Independence and Related Person Transactions

Director Independence

In accordance with the Company's corporate governance guidelines, a majority of directors at any time will be independent. For a director to be considered an "independent director," the Board must annually determine that he or she has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has such a relationship with the Company), except as a director. To assist it in determining director independence, the Board established guidelines, which are included in the Company's corporate governance guidelines, that conform to the independence requirements under the NYSE listing standards.

The Board considers all relevant facts and circumstances in making an independence determination. Any relationship involving a Company director that complies with the independence standards set forth in the Company's corporate governance guidelines and is not otherwise a related person transaction (as defined under the caption "Review, Approval or Ratification of Transactions with Related Persons" below) under the Company's related person transaction approval policy (the "related person transaction policy") is deemed to be an immaterial relationship not requiring consideration by the Board in assessing independence.

Based on the independence standards set forth in the Company's corporate governance guidelines, the Board has determined that all of the Company's directors other than Mr. McNally (who is an executive officer of the Company) and Mr. Rice (who the board concluded did not meet the above standards as a result of having served as the chief executive officer of Rice Energy prior to the Rice Transaction and the level of ownership that he and his family have in the Company) have met the above standards and are independent of the Company and its management.

Director ownership of Company stock is encouraged and is not in itself a basis for determining that a director is not independent, provided that such ownership may preclude participation on the Audit Committee if its magnitude is sufficient to make the director an "affiliated person" of the Company as described in the Audit Committee charter. See "Equity-Based Compensation" under the caption "Directors' Compensation" below for a description of the equity ownership guidelines for directors.

During the preceding three fiscal years, the Company made no contributions to any tax-exempt organization in which any independent director of the Company is an executive officer.

Review, Approval or Ratification of Transactions with Related Persons

Under the Company's written related person transaction policy, Company management, with the assistance of the Company's legal department, is responsible for determining whether a transaction between the Company and a Related Person (as defined below) constitutes a Related Person Transaction (as defined below). Such determination is based on a review of all facts and circumstances regarding the transaction, including information provided in annual director and

​

40     EQT Corporation - 2019 Proxy Statement     

​

---

Table of Contents

executive officer questionnaires. Upon determination that a transaction is a Related Person Transaction that has not been approved by the full Board of Directors, the material facts regarding the transaction are reported to the Corporate Governance Committee for its review. The Corporate Governance Committee then determines whether to approve, ratify, revise, reject, or take other action with respect to the Related Person Transaction.

Under the related person transaction policy, a "Related Person Transaction" is generally a transaction in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest. A "Related Person" is generally any person who is a director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities, and any immediate family member (as defined by the SEC) of any of the foregoing persons.

Under the policy, the following transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for individual approval: (i) transactions involving employment of an executive officer by the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company and the compensation paid to the executive officer was approved by the Compensation Committee; (ii) transactions involving compensation and benefits paid to a director for service as a director of the Company; (iii) transactions on competitive business terms with another company in which the only relationship of a director or immediate family member of a director is as an employee or executive officer, a director or a beneficial owner of less than 10% of that company's shares, provided that the amount involved does not exceed the greater of $1,000,000 or 2% of the other company's consolidated gross revenue; (iv) transactions where the interest of the Related Person arises solely from the ownership of a class of equity securities of the company, and all holders of that class of equity securities receive the same benefit on a pro-rata basis; (v) transactions where the rates or charges involved are determined by competitive bids; (vi) transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation; (vii) transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and (viii) charitable contributions, grants or endowments by the Company or the Company's charitable foundation to a charitable or non-profit organization, foundation or university in which a Related Person's only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the recipient's consolidated gross revenue.

The related person transaction policy does not limit or affect the application of the Company's code of business conduct and ethics and related policies, which require directors and executive officers to avoid engaging in any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the directors' or executive officers' duties to the Company. Such policies require all directors and executive officers to report and fully disclose the nature of any proposed conduct or transaction that involves, or could involve, a conflict of interest and to obtain approval before any action is undertaken.

Transactions with Related Persons

Based on information provided by the Company's directors and executive officers and assessments by the Company's management, the Corporate Governance Committee determined that there were no Related Person Transactions in 2018 requiring disclosure in this proxy statement.

​

    EQT Corporation - 2019 Proxy Statement     41

​

---

Table of Contents