UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): March 17, 2016 (March 10, 2016)

 

EQT CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

1-3551

 

25-0464690

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

 

(412) 553-5700

(Registrant’s telephone number, including area code)

 

NONE

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

EQT Corporation (EQT or Company) announced the election of Robert J. McNally, age 45, as Senior Vice President and Chief Financial Officer effective March 21, 2016.  Philip P. Conti, whose intention to retire from the same position was previously announced on a Form 8-K filed with the Securities and Exchange Commission (SEC) on August 10, 2015, was elected Senior Vice President, Special Projects and Principal Financial Officer, also effective March 21, 2016.  Mr. McNally will assume the role of principal financial officer, and Mr. Conti will step down from that role, the date after the filing of the Company’s Form 10-Q for the quarter ending March 31, 2016 or on such earlier date as the Company may request.

 

Pursuant to the Company’s offer letter dated March 7, 2016, Mr. McNally will: (i) have an annual base salary of $431,400; (ii) be eligible to participate in the Company’s Executive Short-Term Incentive Plan  (with a prorated short-term incentive target for 2016 of approximately $243,000); (iii) receive a 2016 long-term incentive award comprised of options and units in the 2016 Incentive Performance Share Unit Program both issued under the Company’s 2014 Long-Term Incentive Plan, with a total value of $3,000,000 determined on a basis consistent with the Company’s practice;  and (iv) receive a signing bonus consisting of $500,000 in cash plus $500,000 of one-year cliff vested restricted stock subject to a requirement that he repay the signing bonus if he terminates his employment with the Company prior to the second anniversary of the date upon which he commenced employment.  Mr. McNally is expected to enter into a confidentiality, non-solicitation and non-competition agreement with the Company, which will be consistent with the agreements between the Company and its other executive officers (other than the Chief Executive Officer).  The terms of the confidentiality, non-solicitation and non-competition agreement are described in the Company’s proxy statement for its 2016 annual meeting of stockholders (filed with the SEC on February 19, 2016) under the caption “Executive Compensation — Payments to be Made Pursuant to Written Agreements with the Named Executive Officers.”

 

Mr. McNally has served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation (a drilling services company) since July 7, 2010.

 

After Mr. Conti steps down as Principal Financial Officer, the Company expects he will remain employed by the Company as Senior Vice President, Special Projects through January 2, 2017, after which the Company expects Mr. Conti will discontinue full-time status and remain employed under the Company’s executive alternative work arrangement.

 

The description of Mr. McNally’s offer letter set forth above is not complete, and is subject to and qualified in its entirety by reference to the complete text of such letter, a copy of which is filed herewith as an exhibit and the terms of which are incorporated by reference.

 

Item 7.01.              Regulation FD Disclosure.

 

On March 17, 2016, the Company issued a news release with respect to the appointment of Mr. McNally as Senior Vice President and Chief Financial Officer of the Company, a copy of which is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of Form 8-K shall not be deemed to be “filed” for

 

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the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

10.1

 

Offer letter between the Company and Robert J. McNally dated March 7, 2016.

 

 

 

99.1

 

News release issued by the Company dated March 17, 2016. (Furnished solely for purposes of Item 7.01 of this Form 8-K.)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

EQT CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

 

 

Date: March 17, 2016

 

By:

/s/ David L. Porges

 

 

David L. Porges

 

 

Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1

 

Offer letter between the Company and Robert J. McNally dated March 7, 2016.

 

 

 

99.1

 

News release issued by the Company dated March 17, 2016. (Furnished solely for purposes of Item 7.01 of this Form 8-K.)

 

5


Exhibit 10.1

 

 

CONFIDENTIAL

 

March 7, 2016

 

Mr. Robert J. McNally

13114 Indian Creek Road

Houston, TX 77079

 

Dear Mr. McNally:

 

Please accept this letter as a personal invitation to join our team and an official offer of at-will employment as a Senior Vice President and Chief Financial Officer in our Pittsburgh office, reporting to David L. Porges, Chairman and Chief Executive Officer.  Your election as Senior Vice President and Chief Financial Officer of each of EQT Corporation, EQT Midstream Services, LLC and EQT GP Services, LLC will take place following your acceptance of this offer.

 

Please carefully review the following sections of this letter, as they delineate the conditions of our offer.  This offer is contingent upon the successful completion of a mandatory drug screen, background check, and execution and delivery of the Non-Compete Agreement referenced below.  If you have questions about these pre-employment evaluations, please contact Mary Bawcom at 412.553.5861.

 

Base Salary

Your beginning base salary will be $16,592.31, paid bi-weekly.  This is equivalent to $431,400.00 annually.  Future adjustments in base salary, if any, are generally made by the Management Development and Compensation Committee (“the MDCC”) of the EQT Corporation Board of Directors in conjunction with our annual performance review process.

 

Car Allowance

You will be provided a car allowance in the amount of $348.46, paid bi-weekly.  This is equivalent to $9,060 annually, and is intended to cover the annual cost of acquiring, maintaining and insuring a car.

 

Short-Term (or Annual) Incentive Compensation

In addition to your base salary, EQT Corporation (“EQT” or “Company”) offers incentive compensation under the EQT Corporation Executive Short-Term Incentive Plan (“ESTIP”).

 

Your 2016 target for the ESTIP will be 75% of the midpoint of your position, prorated based on full months worked during the calendar year in which you were hired.  For calculation purposes, the proration will begin on the first calendar day of the first full month following your hire date.  Your ESTIP target for future years will be established by the MDCC.

 

EQT Corporation | EQT Plaza | 625 Liberty Avenue | Suite 1700 | Pittsburgh, PA 15222

T 412.553.5712 | F 412.553.5722 | www. eqt.com

 



 

Signing Bonus

You will be eligible for a $500,000 cash signing bonus.  This bonus will be paid in the first pay period following your start date.  If you terminate your employment with EQT prior to your second year anniversary date, you will be required to repay the signing bonus in full within 30 days of your termination date.

 

You will also be eligible for a $500,000 restricted stock signing bonus, determined on a basis consistent with the Company’s practice.  This award will be granted on your commencement date or as soon thereafter as is practical and will vest on the one year anniversary of your employment.  If you terminate your employment with EQT prior to your second year anniversary date, you will be required to repay the value at vesting in full within 30 days of your termination date.

 

Any disputes arising over your obligation to repay any amounts under this section to the Company will be resolved through final and binding arbitration in accordance with Section 11 of the Non-Compete Agreement described below.

 

Long-Term Incentive Plan

You are eligible for a 2016 long-term incentive award consisting of performance-based restricted awards and options (assuming your employment commences on or before March 30, 2016) valued at $3,000,000, determined on a basis consistent with the Company’s practice.  The awards will be granted on your commencement date or as soon thereafter as is practical.  They will be governed by the EQT Corporation 2014 Long-Term Incentive Plan and the related Program documents and participant award agreements.  The actual number of shares granted will be determined using the closing price of EQT stock on the grant date, rounded up to the next 10 shares.  Your long-term incentive award for future years will be established by the MDCC.

 

Equity Ownership Guidelines

Consistent with the goal of driving long-term value creation for shareholders, the Company’s equity ownership guidelines require significant equity ownership by our executive officers.  Qualifying holdings include EQT stock, EQT GP Holdings, LP (EQGP) units and EQT Midstream Partners, LP (EQM) units owned directly, EQT shares held in the Company’s 401(k) plan, time-based restricted stock and units, and performance-based awards for which only a service condition remains, but do not include other performance-based awards or options.  Although mandatory, there is no deadline for achieving the ownership guidelines and executives are not required to purchase EQT stock, EQGP units or EQM units.  The net shares or units acquired through incentive compensation plans (through the exercise of options, the vesting of restricted stock or similar) must be retained if an executive has not satisfied his target.  An executive’s failure to meet the equity ownership guidelines may influence an executive’s mix of cash and non-cash compensation.  Executives are not permitted to pledge their EQT equity, or EQGP equity if they are also directors or executive officers of EQGP’s general partner or EQM equity if they are also directors or executive officers of EQM’s general partner.  Executives are not permitted to hedge or otherwise invest in derivatives involving EQT stock, EQGP units or EQM units.

 

All executive officers, other than the CEO, currently have a three times base salary guideline.

 

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Confidentiality, Non-Solicitation and Non-Competition Agreement

This offer is conditioned upon you executing the enclosed Confidentiality, Non-Solicitation and Non-Competition Agreement (“Non-Compete Agreement”).

 

Executive Alternative Work Arrangement

You have the option at this time of electing to participate in Executive Alternative Work Arrangement status following your cessation of full-time employment with EQT.  If you desire to participate, you must make an election at this time in conjunction with the execution of your Non-Compete Agreement.  See “Executive Alternative Work Arrangement Employment Agreement” attached as Exhibit A to the Non-Compete Agreement and the election form that immediately precedes Exhibit A to the Non-Compete Agreement.

 

Work Schedule Options

In order to provide employees with a way to maintain work/life balance, EQT has two work schedule options — a 9/80 work schedule and a traditional 8-hour day/5 days per week option.  Under the 9/80 work schedule, during the standard 80-hour pay period employees work eight 9-hour days (Monday through Thursday) and one 8-hour day (Friday), with a tenth day off (alternate Friday).

 

Initially, you will work the traditional work schedule until you make a selection and discuss it with your supervisor.  Detailed information on these work schedule options, holidays and vacation will be covered in orientation.  You will have 31 days to make your schedule selection.

 

Employee Benefits

You will have the opportunity to participate in such group medical, dental, life and disability insurance plans, retirement and savings plans and other fringe benefit programs as are available generally to employees of the Company, and as may be amended from time-to-time.

 

Additional Retirement Benefit

Once 401(k) contributions for executive officers reach the maximum level permitted under the 401(k) plan or by regulation, Company contributions are continued on an after-tax basis under the 2006 Payroll Deduction and Contribution Program through an annuity program offered by Fidelity Investments Life Insurance Co.  Each year, the Company also contributes an amount equal to 11% of each executive officer’s annual incentive award to such program.

 

Perquisites

See “2016 Executive Officer Perquisites” document attached.

 

Vacation and Holidays

Your annual vacation entitlement will be 240 hours, which will be prorated for the first year based upon full months worked.  Additionally, EQT presently observes certain paid holidays.

 

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Relocation Benefits

You will be eligible to receive the following Tier IV moving and relocation benefits, provided that you sign the enclosed Relocation Expense Reimbursement Agreement:

 

·                   Miscellaneous Allowance in the amount of $10,000.  The Miscellaneous Allowance is not grossed up for tax purposes.

 

·                   Please see the attached Moving and Relocation Benefit Summary for additional details on this benefit.

 

Contingency Matters

This offer and your continued employment with EQT are contingent upon the following:

 

·                   In accordance with the Federal Immigration Reform and Control Act of 1986, you are required to provide EQT with verification of your identity and eligibility to work in the United States; and

 

·                   Submitting to and successfully completing all pre-employment assessments including a drug screen, background check, and execution and delivery of the Non-Compete Agreement.

 

The benefits and perquisites described above are subject to review and modification by the MDCC or, if applicable to all employees, by EQT from time to time.

 

We anticipate your tentative starting date to be March 21, 2016.

 

Please understand that employment with EQT is at-will, which means that either you or the Company can terminate the employment relationship at any time, with or without cause.  This employment-at-will relationship cannot be changed except by a written agreement approved by the MDCC and signed by an authorized officer of the Company.

 

If you have any questions regarding this offer, please contact me at 412.553.5712.  Should you accept, you must also complete and return the attached Non-Compete Agreement to the attention of Mary Bawcom via fax at 412.553.5732 or via e-mail in the form of a .pdf to onboarding@eqt.com.

 

With your acceptance, you confirm that you are not currently bound by or subject to any confidentiality or non-competition agreement with a previous employer that you have not previously disclosed to us and, if in writing, provided a copy to us.

 

EQT’s onboarding process is administered through an online application called Taleo Onboard.  Once we receive your signed offer letter, you will receive an e-mail from Taleo Onboard with details to set up your username and password.  Please log-on to Taleo Onboard immediately to complete your profile, post-offer employment questionnaire and background check release forms.   Until these forms have been completed, we cannot initiate your mandatory pre-employment assessments.  If you experience any problems using Taleo Onboard, please send an email to onboarding@eqt.com or contact Mary Bawcom at 412.553.5861.

 

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This offer expires seven days from the date of this letter .

 

Confidentiality

This letter is confidential, and its contents are intended solely for review by you and your counsel.  You should not disclose, and you will advise your counsel not to disclose, this letter’s contents or the fact of its existence to any third party without our prior written consent.  You understand that action by the boards of EQT, EQGP and EQM to appoint you as principal financial officer of the respective organizations will require a public announcement by the Company.  We understand that disclosing your consideration of this offer and your acceptance thereof may be detrimental to your current position.  Except as may be required by law or stock exchange rule, the disclosure of this offer and your acceptance, if any, to any third party other than your counsel and our representatives subject to an appropriate confidentiality obligation, will be mutually agreed upon and coordinated.

 

Please return one copy of this letter with your signature indicating your acceptance or rejection of this offer, and the terms and conditions contained herein, to me.  If you have any questions, please contact me directly.

 

Sincerely,

 

/s/ Charlene Petrelli

 

 

 

 

 

Charlene Petrelli

 

 

Vice President and Chief Human Resources Officer

 

 

 

I Accept / Reject (circle) the Company’s offer of employment and the terms and conditions set forth herein:

 

/s/ Robert J. McNally

 

March 10, 2016

Robert J. McNally

 

Date

 

5


Exhibit 99.1

 

NEWS RELEASE

 

 

 

EQT ANNOUNCES APPOINTMENT OF ROBERT J. MCNALLY AS CHIEF FINANCIAL OFFICER

 

Succeeding Philip P. Conti who has served in the role since 2005

 

PITTSBURGH, PA (March 17, 2016) — EQT Corporation (NYSE: EQT) today announced the appointment of Robert J. McNally, 45, as senior vice president and chief financial officer of EQT Corporation (EQT or Company), effective March 21, 2016. McNally is also appointed to this same role for EQT Midstream Partners, LP (NYSE: EQM) and EQT GP Holdings, LP (NYSE: EQGP) and will join their respective boards of directors. Philip P. Conti, who has been with EQT since 1996 and whose intent to retire as EQT’s chief financial officer was announced in August 2015, will remain principal financial officer through the filing of the Company’s first quarter 2016 results, after which he will serve as senior vice president, special projects and remain on the board of directors for EQM.

 

“Rob has significant financial expertise, including as a public company CFO, as well as operational experience in the oil and gas sector and will be a strong addition to our executive team,” said Dave Porges, EQT’s chairman and chief executive officer. “EQT’s solid financial position, strong balance sheet, and respected low-cost operating structure continue to create value for our shareholders and enable us to focus on our highest-potential growth opportunities.”

 

McNally has more than 22 years of direct experience in the energy sector, with his most recent position being executive vice president and chief financial officer of Precision Drilling Corporation, a Calgary based oil and natural gas contract drilling, completions, and production services provider. 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. McNally began his career with Schlumberger, working first in operations and then in sales.

 

“EQT is one of the premier, low-cost, natural gas producers in North America — with a large and growing midstream business to complement its effective operating model,” said McNally. “Having a strong balance sheet, great asset base, and a reputation for operational excellence, I am excited to join the high-quality team at EQT and to be a part of the Company’s future success.”

 

McNally holds a Masters of Business Administration, with a concentration in finance, from Tulane University Freeman School of Business; a Bachelor of Science, Mechanical Engineering from University of Illinois; and a Bachelor of Arts, Mathematics from Knox College. Married with four children, he and his family will relocate to the Pittsburgh area in the coming months.

 

 



 

 

About EQT Corporation:

 

EQT Corporation is an integrated energy company with emphasis on Appalachian area natural gas production, gathering, and transmission. With more than 125 years of experience, EQT continues to be a leader in the use of advanced horizontal drilling technology — designed to minimize the potential impact of drilling-related activities and reduce the overall environmental footprint. Through safe and responsible operations, the Company is committed to meeting the country’s growing demand for clean-burning energy, while continuing to provide a rewarding workplace and enrich the communities where its employees live and work. EQT also owns a 90% limited partner interest in EQT GP Holdings, LP.  EQT GP Holdings, LP owns the general partner interest, all of the incentive distribution rights, and a portion of the limited partner interests in EQT Midstream Partners, LP.

 

Visit EQT Corporation at www.EQT.com.

 

EQT analyst inquiries please contact:

Patrick Kane — Chief Investor Relations Officer

412.553.7833

pkane@eqt.com

 

EQT Midstream Partners / EQT GP Holdings analyst inquiries please contact:

Nate Tetlow — Investor Relations Director

412.553.5834

ntetlow@eqt.com

 

Media inquiries please contact:

Natalie Cox — Corporate Director, Communications

412.395.3941

ncox@eqt.com

 

Source: EQT Corporation