EQT Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of EQT Corporation (the “Company”) held on April 16, 2025 (the “Annual Meeting”), the Company’s shareholders approved the EQT Corporation 2025 Employee Stock Purchase Plan (the “Plan”), which was previously approved by the Company’s Board of Directors (the “Board”) subject to shareholder approval. The purpose of the Plan, which is anticipated to become available for use beginning in the first quarter of 2026, is to provide the Company’s employees the opportunity to purchase shares of the Company’s common stock at a discounted price through payroll deductions, up to a certain percentage limit of each employee’s eligible compensation.
A more complete description of the Plan is contained in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 3, 2025 (the “Proxy Statement”), under the heading “Proposal 4 - Approval of the EQT Corporation 2025 Employee Stock Purchase Plan,” which is incorporated herein by reference. The description of the Plan set forth in the Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting held on April 16, 2025, following the approval and recommendation of the Board, the Company’s shareholders approved a proposed amendment to the Company’s Amended and Restated Bylaws, as amended through July 18, 2024 (the “Bylaws”), to provide for exculpation of the Company’s officers pursuant to Section 1735 of the Pennsylvania Business Corporation Law. Such amendment is further described in the Proxy Statement, under the heading “Proposal 3 - Approval of an Amendment to the Company’s Bylaws to reflect Pennsylvania Law Provisions regarding Officer Exculpation.”
The foregoing description of the Amended and Restated Bylaws (as amended through April 16, 2025) (the “Restated Bylaws”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws filed herewith as Exhibit 3.1 and incorporated herein by reference. A marked copy illustrating the changes made to the amended sections of the Bylaws is filed herewith as Exhibit 3.2.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted upon the following five proposals, each of which is described in more detail in the Proxy Statement. The final vote results for each proposal were as follows:
Proposal 1: Election of Directors
The shareholders elected each of the individuals set forth below to the Board of Directors of the Company to serve a one-year term expiring at the Company’s 2026 annual meeting of shareholders:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||
| Vicky A. Bailey | 496,478,791 | 2,547,158 | 195,554 | 37,998,212 | ||||||||
| Lee M. Canaan | 492,045,407 | 6,969,826 | 206,270 | 37,998,212 | ||||||||
| Frank C. Hu | 488,122,910 | 10,884,966 | 213,627 | 37,998,212 | ||||||||
| Dr. Kathryn J. Jackson | 494,751,172 | 4,264,957 | 205,374 | 37,998,212 | ||||||||
| Thomas F. Karam | 490,757,692 | 7,928,653 | 535,158 | 37,998,212 | ||||||||
| John F. McCartney | 456,787,770 | 42,227,846 | 205,887 | 37,998,212 | ||||||||
| Daniel J. Rice IV | 491,169,383 | 7,852,091 | 200,029 | 37,998,212 | ||||||||
| Toby Z. Rice | 495,314,150 | 3,698,861 | 208,492 | 37,998,212 | ||||||||
| Robert F. Vagt | 496,691,608 | 2,328,395 | 201,500 | 37,998,212 | ||||||||
| Hallie A. Vanderhider | 493,335,825 | 5,685,471 | 200,207 | 37,998,212 | ||||||||
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Proposal 2: Approval of a Non-Binding Resolution to Approve the 2024 Compensation of the Company’s Named Executive Officers (Say-on-Pay)
The shareholders approved a non-binding resolution to approve the 2024 compensation of the Company’s named executive officers, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||
| 490,888,538 | 7,672,182 | 660,783 | 37,998,212 | |||||||||
Proposal 3: Approval of an Amendment to the Company’s Bylaws to Reflect Pennsylvania Law Provisions Regarding Officer Exculpation
The shareholders approved an amendment to the Company’s Bylaws to reflect Pennsylvania law provisions regarding officer exculpation, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||
| 450,720,735 | 48,039,078 | 461,690 | 37,998,212 | |||||||||
Proposal 4: Approval of the EQT Corporation 2025 Employee Stock Purchase Plan
The shareholders approved the EQT Corporation 2025 Employee Stock Purchase Plan, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||
| 498,212,461 | 755,066 | 253,976 | 37,998,212 | |||||||||
Proposal 5: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the shareholders, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes | |||||||||
| 509,608,223 | 27,391,311 | 220,181 | 0 | |||||||||
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | EQT Corporation Amended and Restated Bylaws (Amended through April 16, 2025). | |
| 3.2 | Marked Changes to Amended Sections of EQT Corporation Amended and Restated Bylaws. | |
| 10.1 | EQT Corporation 2025 Employee Stock Purchase Plan. | |
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
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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 | ||
| Date: April 17, 2025 | By: | /s/ William E. Jordan |
| Name: | William E. Jordan | |
| Title: | Chief Legal and Policy Officer | |