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 7, 2019

 


 

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)

 

(I.R.S. Employer
Identification No.)

 

625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania

 

15222

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (412) 553-5700

 


 

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):

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 

 

 


 

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

 

On March 7, 2019, EQT Corporation (the Company) announced that Gary E. Gould has been appointed to serve as the Company’s Executive Vice President and Chief Operating Officer, effective upon his commencement of employment with the Company in April 2019.

 

Mr. Gould, age 53, most recently served as Senior Vice President of Production and Resource Development for Continental Resources, Inc. since November 2015.    He previously served as Senior Vice President, Operations, from April 2015 to November 2015, and Senior Vice President of Operations and Resource Development from May 2014 to April 2015. Mr. Gould joined Continental Resources, Inc. in October 2013 and served as Vice President of Resource Development until May 2014. Prior to his tenure at Continental Resources, Inc., Mr. Gould held various operational and engineering roles with Chesapeake Energy Corporation (2008 — 2013), Kinder Morgan Inc. (2006 — 2008), ConocoPhillips (2006), Burlington Resources Inc. (an oil and gas exploration and production company acquired by ConocoPhillips) (1997 — 2006), and Exxon Corporation (1987 — 1997).  Mr. Gould holds Master of Science and Bachelor of Science degrees in Petroleum Engineering from the University of Kansas.

 

Pursuant to the Company’s offer letter dated March 4, 2019 (the Offer Letter), Mr. Gould will: (i) have an annual base salary of $550,000; (ii) be eligible to participate in the Company’s Executive Short-Term Incentive Plan (with a short-term incentive target for 2019 equal to $495,000); (iii) receive a 2019 long-term incentive award on the same terms as other executive officers of the Company consisting of a mix of performance restricted shares (50%), time-based restricted shares (25%) and stock options (25%) having a total grant date value of $2.5 million, which will be governed by the terms of the Company’s 2014 Long-Term Incentive Plan; and (iv) receive a signing bonus consisting of $500,000 in cash, subject to a requirement that he repay the signing bonus if he terminates his employment with the Company or if the Company terminates his employment for cause, in either case prior to the first anniversary of the date upon which he commenced employment with the Company, plus an award of time-based restricted shares, which will vest ratably over three years, having a grant date value of $3.9 million to compensate Mr. Gould for awards he is forfeiting with his current employer.  The foregoing is a summary of the material terms of the Offer Letter and is subject to and qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed herewith as Exhibit 10.1, and the terms of which are incorporated into this Item 5.02 by reference.

 

Mr. Gould 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.  The terms of the confidentiality, non-solicitation and non-competition agreement are described in the Company’s proxy statement for its 2018 annual meeting of shareholders (filed with the SEC on April 27, 2018) under the caption “Executive

 

2


 

Compensation — Payments to be Made Pursuant to Written Agreements with the Named Executive Officers.”

 

Item 7.01. Regulation FD Disclosure.

 

On March 7, 2019, the Company issued a news release announcing the appointment of Mr. Gould as the Company’s Executive Vice President and Chief Operating Officer, effective upon his commencement of employment with 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 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, dated March 4, 2019, by and between EQT Corporation and Gary E. Gould.

 

 

 

99.1

 

News Release, dated March 7, 2019, issued by EQT Corporation. (Furnished solely for purposes of Item 7.01 of this Form 8-K.)

 

3


 

SIGNATURE

 

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

 

 

 

 

 

 

By:

/s/ Jimmi Sue Smith

 

 

Jimmi Sue Smith

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

Date: March 7, 2019

 

4


Exhibit 10.1

 

 

CONFIDENTIAL

 

March 4, 2019

 

Mr. Gary E. Gould

c/o Egon Zehnder

 

Dear Mr. Gould:

 

Please accept this letter as a personal invitation to join our team and an official offer of at-will employment as Executive Vice President and Chief Operating Officer of EQT Corporation (“EQT” or “Company”) in our Pittsburgh office, reporting to Robert McNally, President and Chief Executive Officer.  Your election to the Executive Vice President and Chief Operating Officer position will take place on or about March 6, 2019, and will be effective upon your commencement of employment.

 

Please carefully review the following sections of this letter, as they delineate the conditions of our offer.  This offer is contingent upon action by the Board of Directors of EQT Corporation and EQT’s Committees to elect you to the position identified above and to approve your compensation, as well as the successful completion of a mandatory drug screen, background check, our Director and Officer Questionnaire, and execution and delivery of the Non-Compete Agreement referenced below.  If you have questions about these pre-employment evaluations, please contact Clarissa Fabus at 412.553.5984.

 

Base Salary

 

Your beginning bi-weekly base salary will be $21,153.84.  This is equivalent to $550,000.00 annually.  Future adjustments in base salary, if any, are generally made by the Management Development and Compensation Committee (“the MDCC”) of the EQT Board of Directors in conjunction with our annual performance review process.

 

Car Allowance

 

You will be provided a bi-weekly car allowance in the amount of $348.46.  This is equivalent to $9,060.00 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 offers incentive compensation under the EQT Corporation Executive Short-Term Incentive Plan (“ESTIP”).  You will be eligible to participate in the ESTIP for calendar year 2019 and each year thereafter that the ESTIP is offered, provided you are otherwise eligible for the ESTIP in accordance with its terms.  Your 2019 target will be $495,000.00, which is 90% of your salary and 100% of the midpoint of your position.  Your ESTIP target for future years will be established by the MDCC.

 


 

Signing Bonus

 

Upon your commencement of employment with EQT, you will receive a $500,000.00 signing bonus.  This signing bonus will be paid in the first pay period following the date you commence employment with EQT.  If you voluntarily terminate your employment with EQT, or if EQT terminates your employment for Cause (as defined in the Non-Compete Agreement, as defined below), in each case prior to your first year anniversary of your start date, you will be required to repay the signing bonus in full.

 

Long-Term Incentive Plan

 

Upon your commencement of employment with EQT or shortly thereafter, you will receive: (i) a long-term incentive award consisting of time-based restricted shares having a grant date value of $3,900,000.00, which will vest ratably over three years (1/3 will vest on each anniversary of the award); and (ii) a 2019 long-term incentive award consisting of a mix of performance restricted shares (50%), time-based restricted shares (25%), and stock options (25%) having a total grant date value of $2,500,000.00, which value is the market median for your position.

 

The long-term incentive awards described above will be governed by the EQT Corporation 2014 Long-Term Incentive Plan, the related Program documents and the 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 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, currently there is no deadline for achieving the ownership guidelines and executives are not required to purchase EQT stock to meet the ownership guidelines.  The net shares 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 and are not permitted to hedge or otherwise invest in derivatives involving EQT stock.

 

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

 

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 in 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 “2019 Executive Officer Perquisites” document attached.

 

Vacation and Holidays

 

Your annual vacation entitlement will be 240 hours, unprorated for 2019.  Additionally, EQT presently observes certain paid holidays.

 

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.

 

Director and Officer Questionnaire

 

A copy of our Director and Officer Questionnaire is attached.  Please complete the questionnaire and return the same to me as soon as possible, as certain of the information is required to be filed with the United States Securities and Exchange Commission.  Please also provide me with your

 


 

SEC CIK and password from your time as a Section 16 officer for Continental Resources.

 

Contingency Matters

 

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

 

·                   Action by the Board of Directors of EQT Corporation and EQT’s Committees to elect you to the positions identified above and to approve your compensation;

 

·                   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, our Director and Officer Questionnaire, 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 by EQT when those changes are applicable to all employees.

 

We anticipate your tentative starting date to be no later than April 22, 2019.

 

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 412.553.5740.  Should you accept, you must also complete and return the attached Non-Compete Agreement to me via e-mail in the form of a .pdf to djsmith@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 Clarissa Fabus at 412.553.5984.

 


 

This offer expires on March 7, 2019 .

 

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 board of EQT to elect you as an officer may require a public announcement by the Company.  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/ David Smith

 

David Smith

Senior Vice President, Human Resources

 

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

 

 

/s/ Gary E. Gould

 

March 6, 2019

Gary E. Gould

 

Date

 


Exhibit 99.1

 

NEWS RELEASE

 

 

EQT Announces Appointment of Gary Gould as Chief Operating Officer

 

·                   Former Sr. V.P. of Production and Resource Development at Continental Resources

 

·                   Proven track record in large-scale development

 

·                   Extensive operational experience including in-basin Appalachia expertise

 

·                   Ideally suited to drive further cost reductions and support focus on free cash flow

 

PITTSBURGH (March 7, 2019) — EQT Corporation (NYSE: EQT) today announced the appointment of Gary E. 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.  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.

 

“As evidenced by our strong fourth quarter performance, we are focused on enhancing operations, increasing efficiency and driving accelerated free cash flow growth,” said Rob McNally, EQT’s president and chief executive officer. “We have already implemented cost saving actions that reduced annual cash costs by approximately $150 million and we won’t stop there. With the support and oversight of Gary and our Operating and Capital Efficiency Committee, we expect to realize additional savings over the next five years through the successful execution of the ‘Target 10% Initiative’.”

 

Mr. McNally continued, “Gary has extensive operating experience in unconventional oil and gas, including work in the Marcellus, and a proven track record of driving operational efficiency and lowering costs to achieve superior results. We are confident that Gary will make invaluable contributions to our success as we transition to manufacturing mode, position EQT as a leading low-cost production company and create both near-and long-term value for our shareholders.  This appointment is another example of our commitment to deliver on our plan to generate significant, sustainable free cash flow for EQT shareholders.”

 

“EQT is one of the premier natural gas producers in North America, with a strong financial position, dedicated leadership, and a world class asset base,” said Mr. Gould. “I am excited to join EQT’s senior management team and work collaboratively alongside them and our exceptional EQT employees to continue to execute on the strategic plan, enhance operating efficiencies, and drive shareholder value.”

 

About Gary Gould

 

Mr. Gould has more than 30 years of experience in the oil and gas industry, including over 20 years working in many of the largest unconventional resource plays in the United States, such as the Marcellus, Barnett, Fayetteville, Bakken, SCOOP and STACK.  Since 2015, Mr. Gould served as senior vice president, production and resource development, of Continental Resources, Inc., where under his leadership Continental has become a best-in-class operator in the Bakken, SCOOP and STACK plays.  Early in his career, Mr. Gould led Burlington Resources’ Cedar Hills team, operating the first field in the United States developed

 


 

 

 

exclusively with horizontal wells.  While at Chesapeake, Mr. Gould led their Marcellus operations in West Virginia and southwestern Pennsylvania.

 

Mr. Gould holds Master of Science and Bachelor of Science degrees in Petroleum Engineering from the University of Kansas.

 

About EQT Corporation

 

EQT Corporation is a natural gas production company with emphasis in the Appalachian Basin and operations throughout Pennsylvania, West Virginia and Ohio. With 130 years of experience and a long-standing history of good corporate citizenship, EQT is the largest producer of natural gas in the United States. As a leader in the use of advanced horizontal drilling technology, EQT is committed to minimizing the impact of drilling-related activities and reducing its overall environmental footprint. Through safe and responsible operations, EQT is helping to meet our nation’s demand for clean-burning energy, while continuing to provide a rewarding workplace and support for activities that enrich the communities where its employees live and work. Visit EQT Corporation at www.EQT.com ; and to learn more about EQT’s sustainability efforts, please visit https://csr.eqt.com .

 

Cautionary Statements

 

This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include the expectations of plans, strategies, objectives and growth, and anticipated financial and operational performance of the Company and its subsidiaries. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently available to the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” of the Company’s Form 10-K for the year ended December 31, 2018, as updated by any subsequent Form 10-Qs, and those set forth in the other documents the Company files from time to time with the SEC.  Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

 

Contact

 

Analyst Inquiries:

Blake McLean — Senior Vice President, Investor Relations and Strategy

412.395.3561

bmclean@eqt.com

 

or

 

Media Inquiries:

Linda Robertson — Manager, Media Relations

412.553.7827

lrobertson@eqt.com