0000033213
false
0000033213
2019-09-30
2019-10-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 2, 2019 (October 1, 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 1, 2019, EQT
Corporation (the “Company”) entered into a letter agreement with certain former executive officers, each of whom was
a party to an existing Executive Alternative Work Arrangement Employment Agreement (“EAWA”) with the Company, including
(i) Robert J. McNally, the Company’s former President and Chief Executive Officer; (ii) David L. Porges, the Company’s
former Interim President and Chief Executive Officer; (iii) David E. Schlosser, Jr., the Company’s former Senior Vice President
and President, Exploration & Production; and (iv) Jimmi Sue Smith, the Company’s former Senior Vice President and Chief
Financial Officer (each of whom is a former executive identified as a named executive officer in the Company’s most recent
annual meeting proxy statement).
The letter agreement terminates
the services provided by the former executive under the EAWA, effective as of October 1, 2019. Additionally, pursuant to the letter
agreement, each former executive agreed to terminate any remaining rights the former executive had to expense reimbursements and
other benefits pursuant to the EAWA, in exchange for a lump sum cash payment, the amount of which represents a discount to the
present value of contractual future expense reimbursements to which the former executive would otherwise have been entitled under
the terms of the EAWA. The lump sum cash payments to the four former executives identified above total, in the aggregate, $659,632.
A copy of the letter agreement
entered into by the Company with each of Messrs. McNally, Porges and Schlosser and with Ms. Smith is attached hereto as Exhibit
10.1, 10.2, 10.3 and 10.4, respectively, and is incorporated herein by reference. The foregoing description of the letter agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and Robert J. McNally
|
|
|
|
|
|
10.2
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and David L. Porges
|
|
|
|
|
|
10.3
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and David E. Schlosser, Jr.
|
|
|
|
|
|
10.4
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and Jimmi Sue Smith
|
|
|
|
|
|
104
|
|
Cover Page formatted in Inline XBRL
|
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 2, 2019
|
By:
|
/s/ William E. Jordan
|
|
|
Name:
|
William E. Jordan
|
|
|
Title:
|
Executive Vice President and General Counsel
|
Exhibit 10.1
September 12, 2019
Robert J McNally
Dear Rob,
Thank you for providing the documentation on your current stock
holdings in support of the Executive Alternative Work Arrangement Employment Agreement (the “EAWA”) between you and
EQT Corporation (“EQT” or the “Company”).
Termination of EAWA Term
EQT is providing formal notice of EQT’s termination of
the EAWA effective as of July 10, 2020 (which date represents the end of the current one-year term). You will be paid for the minimum
100 hours of service contemplated by the current annual term promptly (but in any event within forty-five (45) days) following
the termination of the EAWA.
Following the termination of your EAWA, you will have full access
to your 401(k) account at Fidelity.
EAWA Buyout Offer
For our mutual benefit, and except as otherwise set forth herein,
EQT would like to terminate any remaining right you may have to expense reimbursements and other benefits pursuant to the EAWA
in exchange for a lump sum cash payment in the amount of $182,426 (the “Buyout Amount”). The Buyout Amount,
net of any required withholding taxes, will be paid to you through EQT payroll promptly (but in any event within forty-five (45)
days) following your acceptance of this offer. In addition, by accepting the Buyout Amount, you and EQT agree that the effective
date of the termination of your EAWA shall be the date upon which the Company’s Chief Human Resources Officer acknowledges
your acceptance by executing this letter agreement below on behalf of the Company (such date, the “Effective Date”)
and, effective as of the Effective Date (i) you will be released from the stock ownership requirements in the EAWA and (ii) the
final non-competition and non-solicitation periods under Section 15 of the EAWA will commence.
If you accept the Buyout Amount, your eligibility to continue
to participate in EQT’s medical, dental and vision programs as provided under Section 4 of the EAWA will continue in accordance
with the terms of, and for the period specified in, Section 4 of the EAWA subject to your continued payment of 102% of the then-applicable
full active employee premium rates (both the employee portion and the employer portion) as required under Section 4. This benefit
will be continued through your current arrangement with Benefit Concepts/Wage Works and you will receive new coupons from Benefit
Concepts/Wage Works with the new payment amount before July 11, 2020.
EQT Corporation │
EQT Plaza│ 625 Liberty Avenue │ Suite 1700
Pittsburgh, PA 15222 │
T 412.553.5700 │F 412.553.5732 │ www.eqt.com
If you would like to accept the Buyout Amount, please sign this
letter agreement below and return it to me within thirty (30) days following the date hereof. Upon countersignature by the Company,
I will provide you a fully executed copy for your records. If we do not receive your executed agreement within thirty (30) days,
we will presume you have declined the Buyout Amount and it will no longer be available to you. If you have any questions regarding
the termination of the current term of the EAWA or the EAWA buyout offer, please call or e-mail me at (412) 553-5782 or mkrejsa@eqt.com.
Sincerely,
Mary C. Krejsa
Stock Plan Administrator
Acceptance of Buyout Amount:
I accept the Buyout Amount as payment in full in exchange for
the amendment of my EAWA to eliminate any and all benefits and/or benefit expense reimbursements or other payments owed to me under
the EAWA (including all payments and other rights pursuant to Sections 2, 3, 5, 9, 10 and 11). I understand my acceptance of the
Buyout Amount does not alter rights and obligations under Section 4 of the EAWA (relating to participation in EQT’s group
medical, dental and vision programs), subject to my continued payment of applicable premiums as provided under the terms of Section
4 of the EAWA. I further understand that my acceptance of the Buyout Amount does not alter my non-competition and non-solicitation
obligations to EQT, and the final non-competition and non-solicitation periods under Section 15 of the EAWA will commence as of
the Effective Date (as defined above). I hereby agree and acknowledge that this amendment to my EAWA is effective upon the Effective
Date, subject to EQT’s payment to me of the Buyout Amount no later than forty-five (45) days following the Effective Date.
|
Accepted:
|
/s/ Robert J. McNally
|
|
|
|
|
|
|
|
Robert J. McNally
|
|
Agreed and Acknowledged:
EQT Corporation
|
By:
|
/s/ Lesley Evancho
|
|
|
Name:
|
Lesley Evancho
|
|
|
Title:
|
Chief Human Resources Officer
|
|
|
Date:
|
October 1, 2019
|
|
Exhibit 10.2
September 12, 2019
David L. Porges
Dear Dave,
Thank you for providing the documentation on your current stock
holdings in support of the Executive Alternative Work Arrangement Employment Agreement (the “EAWA”) between you and
EQT Corporation (“EQT” or the “Company”).
Termination of EAWA Term
EQT is providing formal notice of EQT’s termination of
the EAWA effective as of November 12, 2019 (which date represents the end of the current one-year term). Since you were previously
paid in December 2018 for the minimum 100 hours of service contemplated by the EAWA for the current annual term, no additional
service payment will be made by the Company.
Because the EAWA is being terminated, you will no longer receive
service credit under the Medical Spending Account. You will receive a letter from the EQT Benefit Solutions Center detailing the
amount of your Medical Spending Account as well as other information needed to access the account. In addition, following the termination
of your EAWA, you will have full access to your 401(k) account at Fidelity.
EAWA Buyout Offer
For our mutual benefit, and except as otherwise set forth herein,
EQT would like to terminate any remaining right you may have to expense reimbursements and other benefits pursuant to the EAWA
in exchange for a lump sum cash payment in the amount of $166,988 (the “Buyout Amount”). The Buyout Amount,
net of any required withholding taxes, will be paid to you through EQT payroll promptly (but in any event within forty-five (45)
days) following your acceptance of this offer. In addition, by accepting the Buyout Amount, you and EQT agree that the effective
date of the termination of your EAWA shall be the date upon which the Company’s Chief Human Resources Officer acknowledges
your acceptance by executing this letter agreement below on behalf of the Company (such date, the “Effective Date”)
and, effective as of the Effective Date (i) you will be released from the stock ownership requirements in the EAWA and (ii) the
final non-competition and non-solicitation periods under Section 15 of the EAWA will commence.
If you accept the Buyout Amount, your eligibility to continue
to participate in EQT’s medical, dental and vision programs as provided under Section 4 of the EAWA will continue in accordance
with the terms of, and for the period specified in, Section 4 of the EAWA subject to your continued payment of 102% of the then-applicable
full active employee premium rates (both the employee portion and the employer portion) as required under Section 4. This benefit
will be continued through your current arrangement with Benefit Concepts/Wage Works and you will receive new coupons from Benefit
Concepts/Wage Works with the new payment amount before November 13, 2019.
EQT Corporation │
EQT Plaza│ 625 Liberty Avenue │ Suite 1700
Pittsburgh, PA 15222 │
T 412.553.5700 │F 412.553.5732 │ www.eqt.com
If you would like to accept the Buyout Amount, please sign this
letter agreement below and return it to me within thirty (30) days following the date hereof. Upon countersignature by the Company,
I will provide you a fully executed copy for your records. If we do not receive your executed agreement within thirty (30) days,
we will presume you have declined the Buyout Amount and it will no longer be available to you. If you have any questions regarding
the termination of the current term of the EAWA or the EAWA buyout offer, please call or e-mail me at (412) 553-5782 or mkrejsa@eqt.com.
Sincerely,
Mary C. Krejsa
Stock Plan Administrator
Acceptance of Buyout Amount:
I accept the Buyout Amount as payment in full in exchange for
the amendment of my EAWA to eliminate any and all benefits and/or benefit expense reimbursements or other payments owed to me under
the EAWA (including all payments and other rights pursuant to Sections 2, 3, 5, 9, 10 and 11). I understand my acceptance of the
Buyout Amount does not alter rights and obligations under Section 4 of the EAWA (relating to participation in EQT’s group
medical, dental and vision programs), subject to my continued payment of applicable premiums as provided under the terms of Section
4 of the EAWA. I further understand that my acceptance of the Buyout Amount does not alter my non-competition and non-solicitation
obligations to EQT, and the final non-competition and non-solicitation periods under Section 15 of the EAWA will commence as of
the Effective Date (as defined above). I hereby agree and acknowledge that this amendment to my EAWA is effective upon the Effective
Date, subject to EQT’s payment to me of the Buyout Amount no later than forty-five (45) days following the Effective Date.
|
Accepted:
|
/s/ David L. Porges
|
|
|
|
|
|
|
|
David L. Porges
|
|
Agreed and Acknowledged:
EQT Corporation
|
By:
|
/s/ Lesley Evancho
|
|
|
Name:
|
Lesley Evancho
|
|
|
Title:
|
Chief Human Resources Officer
|
|
|
Date:
|
October 1, 2019
|
|
Exhibit 10.3
September 12, 2019
David E. Schlosser Jr.
Dear David,
Thank you for providing the documentation on your current stock
holdings in support of the Executive Alternative Work Arrangement Employment Agreement (the “EAWA”) between you and
EQT Corporation (“EQT” or the “Company”).
Termination of EAWA Term
EQT is providing formal notice of EQT’s termination of
the EAWA effective as of October 24, 2019 (which date represents the end of the current one-year term). Since you were previously
paid in December 2018 for the minimum 100 hours of service contemplated by the EAWA for the current annual term, no additional
service payment will be made by the Company.
Following the termination of your EAWA, you will have full access
to your 401(k) account at Fidelity.
EAWA Buyout Offer
For our mutual benefit, and except as otherwise set forth herein,
EQT would like to terminate any remaining right you may have to expense reimbursements and other benefits pursuant to the EAWA
in exchange for a lump sum cash payment in the amount of $153,153 (the “Buyout Amount”). The Buyout Amount,
net of any required withholding taxes, will be paid to you through EQT payroll promptly (but in any event within forty-five (45)
days) following your acceptance of this offer. In addition, by accepting the Buyout Amount, you and EQT agree that the effective
date of the termination of your EAWA shall be the date upon which the Company’s Chief Human Resources Officer acknowledges
your acceptance by executing this letter agreement below on behalf of the Company (such date, the “Effective Date”)
and, effective as of the Effective Date (i) you will be released from the stock ownership requirements in the EAWA and (ii) the
final non-competition and non-solicitation periods under Section 15 of the EAWA will commence.
If you accept the Buyout Amount, your eligibility to continue
to participate in EQT’s medical, dental and vision programs as provided under Section 4 of the EAWA will continue in accordance
with the terms of, and for the period specified in, Section 4 of the EAWA subject to your continued payment of 102% of the then-applicable
full active employee premium rates (both the employee portion and the employer portion) as required under Section 4. This benefit
will be continued through your current arrangement with Benefit Concepts/Wage Works and you will receive new coupons from Benefit
Concepts/Wage Works with the new payment amount before October 25, 2019.
EQT Corporation │
EQT Plaza│ 625 Liberty Avenue │ Suite 1700
Pittsburgh, PA 15222 │
T 412.553.5700 │F 412.553.5732 │ www.eqt.com
If you would like to accept the Buyout Amount, please sign this
letter agreement below and return it to me within thirty (30) days following the date hereof. Upon countersignature by the Company,
I will provide you a fully executed copy for your records. If we do not receive your executed agreement within thirty (30) days,
we will presume you have declined the Buyout Amount and it will no longer be available to you. If you have any questions regarding
the termination of the current term of the EAWA or the EAWA buyout offer, please call or e-mail me at (412) 553-5782 or mkrejsa@eqt.com.
Sincerely,
Mary C. Krejsa
Stock Plan Administrator
Acceptance of Buyout Amount:
I accept the Buyout Amount as payment in full in exchange for
the amendment of my EAWA to eliminate any and all benefits and/or benefit expense reimbursements or other payments owed to me under
the EAWA (including all payments and other rights pursuant to Sections 2, 3, 5, 9, 10 and 11). I understand my acceptance of the
Buyout Amount does not alter rights and obligations under Section 4 of the EAWA (relating to participation in EQT’s group
medical, dental and vision programs), subject to my continued payment of applicable premiums as provided under the terms of Section
4 of the EAWA. I further understand that my acceptance of the Buyout Amount does not alter my non-competition and non-solicitation
obligations to EQT, and the final non-competition and non-solicitation periods under Section 15 of the EAWA will commence as of
the Effective Date (as defined above). I hereby agree and acknowledge that this amendment to my EAWA is effective upon the Effective
Date, subject to EQT’s payment to me of the Buyout Amount no later than forty-five (45) days following the Effective Date.
|
Accepted:
|
/s/ David E. Schlosser Jr.
|
|
|
|
|
|
|
|
David E. Schlosser Jr.
|
|
Agreed and Acknowledged:
EQT Corporation
|
By:
|
/s/ Lesley Evancho
|
|
|
Name:
|
Lesley Evancho
|
|
|
Title:
|
Chief Human Resources Officer
|
|
|
Date:
|
October 1, 2019
|
|
Exhibit 10.4
September 23, 2019
Jimmi Sue Smith
Dear Jimmi Sue,
Termination of EAWA Term
EQT is providing formal notice of EQT’s termination of
the EAWA effective as of August 29, 2020 (which date represents the end of the current one-year term). You will be paid for the
minimum 100 hours of service contemplated by the current annual term promptly (but in any event within forty-five (45) days) following
the termination of the EAWA.
Following the termination of your EAWA, you will have full access
to your 401(k) account at Fidelity.
EAWA Buyout Offer
For our mutual benefit, and except as otherwise set forth herein,
EQT would like to terminate any remaining right you may have to expense reimbursements and other benefits pursuant to the EAWA
in exchange for a lump sum cash payment in the amount of $157,065 (the “Buyout Amount”). The Buyout Amount,
net of any required withholding taxes, will be paid to you through EQT payroll promptly (but in any event within forty-five (45)
days) following your acceptance of this offer. In addition, by accepting the Buyout Amount, you and EQT agree that the effective
date of the termination of your EAWA shall be the date upon which the Company’s Chief Human Resources Officer acknowledges
your acceptance by executing this letter agreement below on behalf of the Company (such date, the “Effective Date”)
and, effective as of the Effective Date (i) you will be released from the stock ownership requirements in the EAWA and (ii) the
final non-competition and non-solicitation periods under Section 15 of the EAWA will commence.
If you accept the Buyout Amount, your eligibility to continue
to participate in EQT’s medical, dental and vision programs as provided under Section 4 of the EAWA will continue in accordance
with the terms of, and for the period specified in, Section 4 of the EAWA subject to your continued payment of 102% of the then-applicable
full active employee premium rates (both the employee portion and the employer portion) as required under Section 4.
If you would like to accept the Buyout Amount, please sign this
letter agreement below and return it to me within thirty (30) days following the date hereof. Upon countersignature by the Company,
I will provide you a fully executed copy for your records. If we do not receive your executed agreement within thirty (30) days,
we will presume you have declined the Buyout Amount and it will no longer be available to you. If you have any questions regarding
the termination of the current term of the EAWA or the EAWA buyout offer, please call or e-mail me at (412) 553-5782 or mkrejsa@eqt.com.
EQT Corporation │
EQT Plaza│ 625 Liberty Avenue │ Suite 1700
Pittsburgh, PA 15222 │
T 412.553.5700 │F 412.553.5732 │ www.eqt.com
Sincerely,
Mary C. Krejsa
Stock Plan Administrator
Acceptance of Buyout Amount:
I accept the Buyout Amount as payment in full in exchange for
the amendment of my EAWA to eliminate any and all benefits and/or benefit expense reimbursements or other payments owed to me under
the EAWA (including all payments and other rights pursuant to Sections 2, 3, 5, 9, 10 and 11). I understand my acceptance of the
Buyout Amount does not alter rights and obligations under Section 4 of the EAWA (relating to participation in EQT’s group
medical, dental and vision programs), subject to my continued payment of applicable premiums as provided under the terms of Section
4 of the EAWA. I further understand that my acceptance of the Buyout Amount does not alter my non-competition and non-solicitation
obligations to EQT, and the final non-competition and non-solicitation periods under Section 15 of the EAWA will commence as of
the Effective Date (as defined above). I hereby agree and acknowledge that this amendment to my EAWA is effective upon the Effective
Date, subject to EQT’s payment to me of the Buyout Amount no later than forty-five (45) days following the Effective Date.
|
Accepted:
|
/s/ Jimmi Sue Smith
|
|
|
|
|
|
|
|
Jimmi Sue Smith
|
|
Agreed and Acknowledged:
EQT Corporation
|
By:
|
/s/ Lesley Evancho
|
|
|
Name:
|
Lesley Evancho
|
|
|
Title:
|
Chief Human Resources Officer
|
|
|
Date:
|
October 1, 2019
|
|