EQT Corp (Form: 8-K, Received: 10/17/2019 16:31:37)

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): October 17, 2019

EQT CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		001-3551		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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, no par value		EQT		New York Stock Exchange

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 ¨

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. ¨

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

On October 17, 2019, EQT Corporation (the Company) announced that Todd M. James has been appointed to serve as the Company’s Chief Accounting Officer, effective upon his commencement of employment with the Company on November 4, 2019 (the Commencement Date). From and after the Commencement Date, Mr. James will serve as the Company’s principal accounting officer.

Mr. James, age 37, most recently served as Corporate Controller & Chief Accounting Officer of L.B. Foster Company since April 2018. He previously served as Senior Director, Technical Accounting & Financial Reporting at Rice Energy Inc. (Rice Energy) from December 2014 through its acquisition by the Company in November 2017 and at the Company through February 2018. Prior to joining Rice Energy, Mr. James was a Senior Manager, Assurance at PricewaterhouseCoopers LLP, where he worked from August 2005 to November 2014. Mr. James is a certified public accountant and holds a Master’s Degree in Public Accountancy, a Master’s Certificate, Forensic Accounting and Fraud Investigation, and a Bachelor of Science in Accounting from West Virginia University.

Pursuant to the Company’s offer letter dated October 14, 2019 (the Offer Letter), Mr. James will: (i) have an annual base salary of $304,500; (ii) be eligible to participate in the Company’s Short-Term Incentive Plan; (iii) receive a 2019 long-term incentive award of time-based restricted shares having a grant date value of $346,500, which will be governed by the terms of the Company’s 2019 Long-Term Incentive Plan; and (iv) be eligible to participate in the Company’s long-term incentive program (with a long-term incentive target for 2020 equal to $346,500). 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. James is expected to enter into a confidentiality, non-solicitation and non-competition agreement with the Company, the form of which provides for certain restrictive covenants regarding competition and customer and employee solicitation on the part of the executive for a period of twelve months following separation from employment and for severance payments and benefits in the event of a termination of employment by the Company without “cause,” including (i) continuation of the executive’s base salary for a period of twelve months; (ii) a lump sum cash severance payment equal to (x) the average annual incentive earned for the three full years prior to termination (with appropriate accommodations for executives with shorter tenure), plus (y) $25,000; (iii) a lump sum cash payment equal to the monthly COBRA rate for family coverage, multiplied by 12; and (iv) vesting of then-outstanding time- and performance-based equity awards.

Certain immediate family members of Mr. James are party to previously existing leases with the Company for natural gas exploration and production. During the period of January 1, 2018 through the date hereof, pursuant to the terms of these previously existing leases, the Company made royalty payments to these individuals in the aggregate amount of $1.2 million.

Jeffery C. Mitchell, the Company’s current Principal Accounting Officer, will continue to serve in the role of principal accounting officer until the Commencement Date, at which time Mr. Mitchell will transition into the role of Vice President, Internal Audit.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Offer Letter, dated October 14, 2019, by and between EQT Corporation and Todd James.
104.1		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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

Date: October 17, 2019	By:	/s/ William E. Jordan
	Name:	William E. Jordan
	Title:	Executive Vice President and General Counsel

Exhibit 10.1

October 14, 2019

Todd James

1119 Riggs Court

Washington, PA 15301

Dear Mr. James:

Please accept this letter as a personal invitation to join our team and an official offer of at-will employment as the Chief Accounting Officer in our Pittsburgh office, reporting to the Chief Financial Officer.

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 if applicable to your position, medical exam and agilities test. If you have questions about these pre-employment evaluations, please contact our onboarding coordinator at 412-553-5984.

Base Salary

Your beginning base salary will be $11,711.54 paid bi-weekly. This is equivalent to approximately $304,500.00 annually. Future adjustments in base salary, if any, are generally made in conjunction with our annual performance review process.

Incentive Compensation and ADR Program

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

To be eligible for the STIP, please execute the enclosed Alternative Dispute Resolution Program Agreement ("ADR Program Agreement"). Under EQT's ADR Program, you and EQT agree to submit Employment Disputes (as defined in the ADR Program) to final and binding arbitration.

By signing the ADR Program Agreement, you will be eligible to participate in the STIP for calendar year 2020, and each year thereafter that the STIP is offered, provided you are otherwise eligible for the STIP in accordance with its terms. If you choose to participate in the STIP, subject to approval by the Management Development and Compensation Committee of the Board, your 2020 target will be 50% of the midpoint of your position, prorated based on full months worked during the calendar year in which you were hired.

Signing Bonus

Upon commencement of employment and execution of the enclosed Confidentiality, Non-Solicitation and Non-Competition Agreement and approval by the Chief Executive Officer, we will recommend that the Management Development and Compensation Committee of the Board of Directors of EQT Corporation (“MDCC”) grant you an award valued at approximately $346,500.00. The award will be denominated in EQT Corporation shares and will be governed by the EQT Corporation 2019 Long-Term Incentive Plan and the related award agreement. 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.

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

T 412.553.5700 | F 412.553.5732 | www. eqt.com

Todd James

October 14, 2019

Page 2

Long-Term Incentive Plan

Upon execution of the enclosed Confidentiality, Non-Solicitation and Non-Competition Agreement and approval by the Chief Executive Officer, we will recommend that the Management Development and Compensation Committee of the Board of Directors of EQT Corporation grant you awards in January of 2020 valued at approximately $346,500.00. This is in addition to the grant described in the previous paragraph.

The awards will be denominated in EQT Corporation shares and will be governed by the EQT Corporation 2019 Long-Term Incentive Plan and the related award agreement. 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, 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 or her 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.

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.

Todd James

October 14, 2019

Page 3

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.

Director and Officer Questionnaire

A copy of our Director and Officer Questionnaire is attached as well as a limited Power of Attorney document for Section 16 related matters. Please complete the questionnaire and power of attorney documents and return them 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 CCC codes for your time as a Section 16 officer for any previous employers. Please let me know if you do not have SEC codes so that we are able to start the application process.

Contingency Matters

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

Action by the Board of Directors of EQT Corporation to elect you to the positions identified above and by the MDCC 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 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 November 4, 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 412-395-3280. Please accept or decline this conditional offer by clicking the appropriate button located at the top of this page. Should you accept, please complete and return the attached Confidentiality, Non-Solicitation and Non-Competition Agreement, to our onboarding coordinator at onboarding@eqt.com in the form of a .pdf or via fax to 412-553-5732 with attention to EQT onboarding coordinator.

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.

Todd James

October 14, 2019

Page 4

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, employment application 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 our onboarding coordinator at 412-553-5984.

This offer expires seven days from the date of this letter. If you have any additional questions, please feel free to contact me directly.

Sincerely,

Lesley Evancho

Chief Human Resources Officer

/s/ Todd James	October 16, 2019
Todd James	Date