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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): January 3, 2020
EQT CORPORATION
(Exact name of registrant as specified in
its charter)
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Pennsylvania
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001-3551
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25-0464690
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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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:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, no par value
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EQT
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New York Stock Exchange
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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 January 3, 2020, EQT Corporation (EQT
or the Company) announced the election of David M. Khani, age 56, as Chief Financial Officer, effective upon his commencement of
employment with the Company on January 3, 2020. Kyle Derham, who is currently serving as the Company’s Interim Chief Financial
Officer, will continue with EQT in an executive advisory role to facilitate a smooth transition and assist in the execution of
EQT’s strategic initiatives.
Mr. Khani has served as Executive Vice President
and Chief Financial Officer for CONSOL Energy Inc. (publicly owned producer and exporter of high-BTU bituminous thermal coal) since
March 2013, initially overseeing the company’s combined natural gas and coal businesses prior to the spin-off of CONSOL Energy
Inc. from CNX Resources Corporation in November 2017, and most recently overseeing the coal operations of CONSOL Energy Inc. following
the spin-off. Additionally, Mr. Khani has served on the board of Consol Coal Resources LP (a master limited partnership sponsored
by CONSOL Energy Inc. and formerly known as CNX Coal Resources LP) since July 2015 and as its Chief Financial Officer since August
2017. Previously, Mr, Khani served as Chief Financial Officer and a member of the board of CONE Midstream Partners, LP (a master
limited partnership, now known as CNX Midstream Partners LP, that owns, operates and develops gathering and other midstream energy
assets to service natural gas production in the Marcellus) from September 2014 through January 2018. Mr. Khani holds a bachelor’s
degree in biology from Binghamton University and a master’s degree in business administration from the University of Rochester
Simon Business School and is a Chartered Financial Analyst.
Pursuant to the Company’s offer letter
dated December 18, 2019 (the Offer Letter), Mr. Khani will: (i) have an annual base salary of $540,000; (ii) be eligible
to participate in the Company’s Short-Term Incentive Plan (with a short-term incentive target for 2020 equal to 100% of the
midpoint for his position, prorated based on full months worked during 2020); (iii) receive a 2020 long-term incentive award
on the same terms as other executive officers of the Company, which will be governed by the terms of the Company’s 2019 Long-Term
Incentive Plan, with a total value of $2,500,000 determined on a basis consistent with the Company’s practice; and (iv) receive
a signing bonus consisting of $2,000,000 in cash, subject to a requirement that he repay the signing bonus in the event of a termination
of employment within one year under certain circumstances as specified in the Offer Letter.
The description of Mr. Khani’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.
Mr. Khani is expected to enter into
a confidentiality, non-solicitation and non-competition agreement with the Company, consistent with the agreements between the
Company and its other executive officers. The terms of the Company’s form of confidentiality, non-solicitation and
non-competition agreement are described in the Company’s proxy statement for its 2019 annual meeting of shareholders (filed
with the SEC on May 22, 2019) under the caption “Executive Compensation — Payments to be Made Pursuant to Written Agreements
with the Named Executive Officers.”
Item 7.01. Regulation FD Disclosure.
On January 3, 2020, the Company issued a
news release with respect to the appointment of Mr. Khani as 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 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.
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.
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EQT CORPORATION
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Date: January 3, 2020
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By:
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/s/ William E. Jordan
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Name:
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William E. Jordan
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Title:
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Executive Vice President and General Counsel
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Exhibit 10.1
December 18, 2019
David Khani
1825 Winchester Drive
Pittsburgh, PA 15317
Dear Mr. Khani:
Please accept this letter as a personal
invitation to join our team and an official offer of at-will employment as the Chief Financial Officer in our Pittsburgh office,
reporting to the Chief Executive 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 $20,769.23
paid bi-weekly. This is equivalent to approximately $540,000.00 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 of Directors
of EQT Corporation, your 2020 target will be 100% of the midpoint of your position, prorated based on full months worked during
the calendar year in which you were hired.
Signing Bonus
You will be eligible for a $2,000,000.00
signing bonus. The bonus will be paid in the first pay period following your start date. If you deliberately and voluntarily terminate
your employment with EQT because you no longer wish to remain employed by EQT or if EQT terminates your employment for “Cause”
(as defined in the Non-Compete Agreement), in either case prior to your first-year anniversary, you will be required to repay the
signing bonus in full.
EQT Corporation | EQT Plaza | 625 Liberty Avenue | Suite 1700
| Pittsburgh, PA 15222
T 412.553.5700 | F 412.553.5732 | www. eqt.com
Khani, David
December 18, 2019
Page 2
Long-Term Incentive Plan
Upon execution of the enclosed Confidentiality,
Non-Solicitation and Non-Competition Agreement (the “Non-Compete 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, in the aggregate, at approximately $2,500,000.00.
The long-term incentive plan awards will
generally be denominated in EQT Corporation shares and will be governed by the EQT Corporation 2019 Long-Term Incentive Plan and
any related award agreements. The form and terms of the January 2020 awards (including the allocation of your 2020 grant
target value among award types, any performance measures and metrics that may be applicable to the awards, etc.) are subject to
development and approval by the Management Development and Compensation Committee of the Board as part of such committee’s
development of the Company’s 2020 long-term incentive program. 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.
In January 2021 and beyond, we will recommend
that the Management Development and Compensation Committee of the Board of Directors of EQT Corporation grant you awards under
the then-applicable long-term incentive plan of the Company valued at approximately $2,500,000.00. Any such future grants are subject
to the approval of the Management Development and Compensation Committee of the Board of Directors of EQT Corporation.
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.
Khani, David
December 18, 2019
Page 3
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.
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:
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¨
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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;
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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
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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.
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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 January 6, 2020.
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.
Khani, David
December 18, 2019
Page 4
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,
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,
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/s/ Lesley Evancho
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Lesley Evancho
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Chief Human Resources Officer
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I Accept / Reject (circle) the Company’s offer of employment
and the terms and conditions set forth herein:
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/s/ David M. Khani
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12/24/19
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Name
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Date
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Exhibit 99.1
EQT
NAMES DAVID KHANI as CHIEF FINANCIAL OFFICER
PITTSBURGH, Pa.--(Business Wire)--Jan.
3, 2020--EQT Corporation (NYSE: EQT) today announced its board of directors has
appointed David Khani as chief financial officer, effective January 3,
2020. As anticipated, Kyle Derham, who has been serving as the company’s interim chief financial officer, will remain with
EQT in an executive advisory role to ensure a smooth transition and assist in the execution of EQT’s strategic initiatives
before returning to his role as Partner of Rice Investment Group.
“On behalf of the board of
directors and our executive leadership team, I am excited to welcome David to EQT, where we expect he will make an immediate
impact as we continue to transform the company,” said EQT President and CEO Toby Z. Rice. “David is an ideal
leader for our organization, bringing a unique combination of Appalachian E&P leadership, financial and capital markets
acumen and experience in dynamic organizational transformation. I look forward to working with David to realize the full
potential of EQT’s asset base.”
Mr. Khani joins EQT from CONSOL Energy
Inc., where he has been executive vice president and chief financial officer since 2013, initially overseeing the combined natural
gas and coal company and most recently the coal operations post the spin out from CNX Resources Corporation in November 2017. In
addition, Mr. Khani served as a director and chief financial officer of CNX Midstream Partners from its successful initial public
offering in September 2014 until January 2018. Mr. Khani also served as vice president of finance of CONSOL Energy Inc. from 2011
until he was named chief financial officer in 2013. Prior to 2011, Mr. Khani spent nearly 20 years covering Energy and Natural
Resource companies for several investment banks, the last 13 years at FBR Capital Markets where he led the energy team and research
department through volatile markets.
“I am thrilled to join EQT during
this exciting and transformational time,” said Khani. “The Company has made significant progress over the last six
months and I look forward to building on that momentum to deliver sustainable shareholder value.”
Mr. Khani earned a bachelor’s degree
in biology from Binghamton University and a master’s degree in business administration from the University of Rochester’s
Simon Business School, with a concentration in Corporate Accounting and Finance. Mr. Khani is a chartered financial analyst and
a member of the CFA Society of Pittsburgh.
Evolution Committee Update
After successful execution of the company’s
100-day plan, all remaining evolution initiatives have been delegated for execution. Accordingly, the evolution committee has been
disbanded and Derek Rice, an evolution committee member, has transitioned out of his role with the Company as planned. EQT is grateful
for Mr. Rice’s contribution to several significant objectives, including the creation of EQT’s modern development strategy
across its renewed focus area. Mr. Rice has returned to his role as Partner of Rice Investment Group.
Toby Z. Rice commented, “I want
to thank Kyle and Derek for their exceptional leadership during this pivotal transition phase at EQT. They have been
instrumental in setting the foundation for success as EQT continues its evolution into the lowest cost natural gas operator
in the U.S.”
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; to learn more about EQT’s
sustainability efforts, please visit https://csr.eqt.com.
EQT Management speaks to investors from
time to time and the analyst presentation for these discussions, which is updated periodically, is available via the company’s
investor relationship website at ir.eqt.com.
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Contacts:
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Investor contact:
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Andrew Breese – Director, Investor Relations
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412.395.2555
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ABreese@eqt.com
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Media contact:
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Michael Laffin – Vice President, Communications
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412.395.2069
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MLaffin@eqt.com
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