SEC filing – odaterad – tm2611806d1_8k.htm

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2026-04-14
2026-04-14

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iso4217:USD

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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):  April 14, 2026

 

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 No.)

 

625 Liberty Avenue , Suite 1700

Pittsburgh , Pennsylvania 15222

(Address of principal executive offices,
including zip code)

 

Registrant’s telephone
number, including area code: ( 412 ) 553-5700

 

Not Applicable

(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:

 

¨      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(s)
 
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.

 

At the Annual Meeting of Shareholders of EQT Corporation
(the “Company”) held on April 14, 2026 (the “Annual Meeting”), the Company’s shareholders approved
an amendment (the “Third Amendment”) to the EQT Corporation 2020 Long-Term Incentive Plan, as amended (the “2020 LTIP”)
to (i) increase the number of shares authorized for issuance under the 2020 LTIP by 34,000,000 shares, (ii) eliminate the available
share pool that the Company had assumed in connection with the Company’s acquisition of Equitrans Midstream Corporation in 2024,
and (iii) extend the term of the 2020 LTIP from 2030 to 2036. The Third Amendment previously had been approved, subject to shareholder
approval, by the Board of Directors of the Company (the “Board”) on February 24, 2026.

 

A
more complete description of the terms of the 2020 LTIP, as amended by the Third Amendment, can be found in “ Proposal 3 – Approval of a Proposed Amendment to the Company’s 2020 Long-Term Incentive Plan ”  in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on February 26, 2026 (the “2026 Proxy Statement”),
which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the
2026 Proxy Statement are qualified in their entireties by reference to the full texts of the Third Amendment and the 2020 LTIP, copies
of which are included in the 2026 Proxy Statement as Appendix B  and Appendix C , respectively, thereto.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the Company’s shareholders
voted upon the following four proposals, each of which is described in more detail in the 2026 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 to serve a one-year term expiring at the Company’s 2027 annual meeting of shareholders:

 

 
 
Shares
For
 
 
Shares
Against
 
 
Shares Abstained
 
 
Broker
Non-Votes
 

Vicky A. Bailey
 
 
463,441,603
 
 
 
50,391,713
 
 
 
707,878
 
 
 
37,393,505
 

Lee M. Canaan
 
 
494,888,657
 
 
 
18,926,596
 
 
 
725,941
 
 
 
37,393,505
 

Frank C. Hu
 
 
484,452,013
 
 
 
29,334,858
 
 
 
754,323
 
 
 
37,393,505
 

Dr. Kathryn J. Jackson
 
 
490,573,128
 
 
 
22,931,406
 
 
 
1,036,660
 
 
 
37,393,505
 

Thomas F. Karam
 
 
484,390,832
 
 
 
29,372,758
 
 
 
777,604
 
 
 
37,393,505
 

John F. McCartney
 
 
489,633,789
 
 
 
24,180,798
 
 
 
726,607
 
 
 
37,393,505
 

Daniel J. Rice IV
 
 
495,603,265
 
 
 
18,201,239
 
 
 
736,690
 
 
 
37,393,505
 

Toby Z. Rice
 
 
498,018,181
 
 
 
15,688,260
 
 
 
834,753
 
 
 
37,393,505
 

Robert F. Vagt
 
 
492,201,979
 
 
 
21,621,984
 
 
 
717,231
 
 
 
37,393,505
 

Hallie A. Vanderhider
 
 
450,207,215
 
 
 
63,277,105
 
 
 
1,056,874
 
 
 
37,393,505
 

 

Proposal 2: Approval of a Non-Binding Resolution to Approve the
Compensation of the Company’s Named Executive Officers for 2025 (Say-on-Pay)

 

The shareholders approved a non-binding resolution
to approve the compensation of the Company’s named executive officers for 2025, with votes as follows:

 

Shares
For    
Shares
Against    
Shares
Abstained    
Broker
Non-Votes  

485,915,092    
  27,460,142    
  1,165,960    
  37,393,505  

 

 

 

 

Proposal 3: Approval of Third Amendment to 2020 LTIP

 

The Third Amendment to the Company’s 2020
LTIP was approved by the shareholders, with votes as follows:

 

Shares
For    
Shares
Against    
Shares
Abstained    
Broker
Non-Votes  

505,134,172    
  8,208,224    
  1,198,798    
  37,393,505  

 

Proposal 4: Ratification of the Appointment of Ernst &
Young LLP as the Company’s Independent Registered Public Accounting Firm for 2026

 

The appointment of Ernst & Young LLP as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the
shareholders, with votes as follows:

 

Shares
For    
Shares
Against    
Shares
Abstained    
Broker
Non-Votes  

513,890,206    
  37,546,179    
  498,314    
  0  

 

 

 

 

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: April 15, 2026
By:
/s/ William E. Jordan

 
Name:
William E. Jordan

 
Title:
Chief Legal and Policy Officer