As filed with the Securities and Exchange Commission
on April 21, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
EQT CORPORATION
(Exact name of Registrant as specified in its charter)
|
Pennsylvania
(State or other jurisdiction of incorporation or
organization) |
25-0464690
(I.R.S. Employer Identification Number) |
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625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania
(Address of Principal Executive Offices) |
15222
(Zip Code) |
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EQT CORPORATION 2020 LONG-TERM INCENTIVE PLAN,
AS AMENDED
(Full title of the plan) |
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William E. Jordan
Executive Vice President and General Counsel
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222
(Name and address of agent
for service)
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| (412) 553-5700 |
| (Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
x |
Accelerated
filer |
¨ |
| Non-accelerated
filer |
¨ |
Smaller
reporting company |
¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant
to General Instruction E of Form S-8, EQT Corporation (the “Company” or “EQT”) is filing this Registration
Statement on Form S-8 (this “Registration Statement”) to register the offer and sale of an additional 18,000,000 shares
of common stock, no par value (the “Common Stock”), under the EQT Corporation 2020 Long-Term Incentive Plan, as amended (the
“Plan”). This Registration Statement hereby incorporates by reference the contents of the Company’s Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2020 (File No. 333-237953).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by the
Company with the Commission are incorporated by reference into this Registration Statement:
To the extent that any information contained in
any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information
or exhibit is specifically not incorporated by reference.
All reports and other documents that the Company
subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment
that indicates that the Company has sold all of the securities offered under this Registration Statement or deregisters the distribution
of all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date that the Company files such report or document.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated
by reference herein modifies or replaces such statement. Any such statement so modified or replaced shall not be deemed, except as so
modified or replaced, to constitute a part of this Registration Statement.
A list of exhibits filed herewith is contained
in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.
EXHIBIT INDEX
* Filed
herewith
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on or before April 21, 2022.
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EQT Corporation |
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By: |
/s/ David Khani |
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David Khani |
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Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
appoints Toby Z. Rice, David Khani, and William E. Jordan, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective amendments and
registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated and on
or before this 21st day of April, 2022:
| Signature |
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Title |
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Date |
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/s/ Toby
Z. Rice |
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President, Chief Executive Officer and Director |
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April 21, 2022 |
| Toby Z. Rice |
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(Principal Executive Officer) |
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/s/ David
Khani
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Chief
Financial Officer
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April 21, 2022 |
| David Khani |
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(Principal Financial Officer) |
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/s/ Todd
M. James
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Chief
Accounting Officer
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April 21, 2022 |
| Todd M. James |
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(Principal Accounting Officer) |
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/s/ Lydia
I. Beebe
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Director |
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April 21, 2022 |
| Lydia I. Beebe |
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/s/ Lee
M. Canaan
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Director |
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April 21, 2022 |
| Lee M. Canaan |
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/s/ Janet
L. Carrig
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Director |
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April 21, 2022 |
| Janet L. Carrig |
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/s/ Frank
C. Hu
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Director |
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April 21, 2022 |
| Frank C. Hu |
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/s/ Kathryn
J. Jackson
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Director |
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April 21, 2022 |
| Kathryn J. Jackson |
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/s/ John
F. McCartney
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Director |
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April 21, 2022 |
| John F. McCartney |
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/s/
James T. McManus II
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Director |
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April 21, 2022 |
| James T. McManus II |
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/s/ Anita
M. Powers
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Director |
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April 21, 2022 |
| Anita M. Powers |
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/s/ Daniel
J. Rice IV
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Director |
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April 21, 2022 |
| Daniel J. Rice IV |
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/s/
Hallie A. Vanderhider
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Director |
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April 21, 2022 |
| Hallie A. Vanderhider |
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EXHIBIT 5.1
April 21, 2022
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222
Re: EQT Corporation Registration Statement on Form S-8 Filed on
April 21, 2022
Ladies and Gentlemen:
We have acted as counsel to EQT Corporation, a Pennsylvania corporation
(the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”)
on the date hereof. The Registration Statement relates to the registration of the offer and sale of 18,000,000 shares of common stock,
no par value, of the Company (the “Common Stock”), which may be issued under the EQT Corporation 2020 Long-Term Incentive
Plan, as amended (the “Plan”).
In connection with this opinion letter, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Restated Articles of Incorporation
of the Company, as amended to date, (ii) the Amended and Restated Bylaws of the Company, as amended to date, (iii) certain
resolutions of the Company’s Board of Directors relating to the Registration Statement, (iv) the Plan, and (v) such other
documents, records and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents
submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as
copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of the
Company, representations made by the Company in documents examined by us, and representations of officers of the Company. We have also
obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions
set forth below.
Subject to the foregoing and the other matters set forth herein, we
are of the opinion, as of the date hereof that the Common Stock has been duly authorized by the Company and, when issued by the Company
in accordance with the provisions of the Plan, will be validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to
the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent
is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
The opinions expressed herein are limited to the Federal laws of the
United States and the Pennsylvania Business Corporation Law of 1988, as amended.
| Very truly yours, |
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| /s/ Morgan, Lewis & Bockius LLP |
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EXHIBIT 99.2
AMENDMENT
TO THE
EQT CORPORATION 2020 LONG-TERM INCENTIVE PLAN
THIS AMENDMENT (this “Amendment”)
to the EQT Corporation 2020 Long-Term Incentive Plan (the “Plan”) is hereby made as of April 20, 2022.
AMENDMENT
1. Effective
Date. This Amendment shall be effective as of the date of approval by the majority of the shareholders of EQT Corporation, a Pennsylvania
corporation (the “Company”, and such date of approval, the “Effective Date”). For the avoidance
of doubt, if such shareholder approval does not occur during the Company’s 2022 annual shareholder meeting, this Amendment shall
be null and void ab initio and of no force and effect.
2. Authority
to Amend the Plan. Pursuant to Section 10 of the Plan, the Board may amend the Plan, subject to approval of the shareholders of the
Company, to increase the number of Shares available under the Plan.
3. Amendment
to the Plan. Section 4.01 of the Plan is hereby amended by deleting the first sentence of such section in its entirety and replacing
such sentence with the following, in order to increase the number of shares of Common Stock reserved for issuance with respect to Awards:
“The maximum number of Shares that may
be issued in respect of Awards granted under this Plan shall be (i) 18,000,000 Shares, plus (ii) any Shares that remained available for
issuance under the Plan as of immediately prior to the Effective Date, plus (iii) any Returning Shares (as defined below), subject to
adjustment as provided in Section 8 (collectively, the “Share Reserve”).”
4. Effect
of the Amendment. Except as expressly amended hereby, the Plan shall remain in full force and effect. Any reference to the Plan contained
in any notice, request or other document executed concurrently with or after the Effective Date shall be deemed to include this Amendment,
unless the context shall otherwise require.
5. Governing
Law. This Amendment shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania (without reference
to any choice of law rules that would require the applicable of the laws of any other jurisdiction).
6. Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this amendment
for any other purposes.
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