EQT Corporation

As previously disclosed in the Current Report on Form 8-K filed by EQT Corporation (the “Company”) on September 27, 2021 (the “Original Form 8-K”), on September 24, 2021, the Board of Directors (the “Board”) of the Company approved an increase in the size of the Board from eleven to twelve directors and subsequently appointed Frank C. Hu to serve as a director on the Board, each effective as of October 19, 2021. The Original Form 8-K disclosed that Mr. Hu’s appointment to serve on the Board’s committee(s) would be determined at a later date. On October 19, 2021, the Board appointed Mr. Hu to serve on the following standing committees of the Board: the Audit Committee and the Public Policy and Corporate Responsibility Committee. Except as set forth herein, the disclosures made in the Original Form 8-K remain unchanged.

On September 24, 2021, the Board of Directors (the “Board”) of EQT Corporation (the “Company”) approved an increase in the size of the Board from eleven to twelve directors and subsequently appointed Frank C. Hu to serve as a director on the Board, both of which actions are effective as of October 19, 2021. Mr. Hu’s appointment to serve on the Board’s committee(s) remains to be determined. Mr. Hu, age 59, most recently served as Investment Analyst and Vice President of Capital World Investors, an investment group in the Capital Group Companies, Inc., from 2003 to 2017. He previously served as Manager of Project Finance, Corporate Treasury at Unocal Corporation from 2002 to 2003, and as Global Energy Practice Consultant at McKinsey & Company from 2000 to 2002. Prior to joining McKinsey, Mr.

On February 9, 2021, the Management Development and Compensation Committee (the “Compensation Committee”) of the Board of Directors of EQT Corporation (the “Company”) approved the EQT Corporation 2021 Short-Term Incentive Plan (the “2021 STIP”), to provide the terms of annual bonus opportunities to be granted to the Company’s executive officers and other participating employees. The purposes of the 2021 STIP are to maintain a competitive level of total cash compensation and to align the interests of the Company’s executives and other employees with those of the Company’s shareholders and with the strategic objectives of the Company. The 2021 STIP provides the Company’s executive officers and other participating employees with an opportunity to earn cash incentive compensation based upon the achievement of performance goals over a specified performance period.

EQT Corporation Executive Severance Plan On May 19, 2020, the Management Development and Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of EQT Corporation (the “Company”) approved the EQT Corporation Executive Severance Plan (the “Severance Plan”), which will provide benefits to eligible participating executives upon a qualifying termination of employment.

EQT Corporation 2020 Long-Term Incentive Plan At the Annual Meeting of Shareholders of EQT Corporation (the “Company”) held on May 1, 2020 (the “Annual Meeting”), shareholders of the Company approved the EQT Corporation 2020 Long-Term Incentive Plan (the “2020 LTIP”). The 2020 LTIP is a long-term incentive plan pursuant to which awards may be granted to employees, including executive officers, consultants, and non-employee directors of the Company and its affiliates, including options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other awards.

Compensatory Arrangements for Interim Chief Financial Officer On July 10, 2019, Kyle Derham began providing services to EQT as a member of EQT’s Evolution Committee and on August 29, 2019, Mr. Derham was appointed as Interim Chief Financial Officer of EQT. On January 13, 2020 (the Commencement Date), EQT will enter into and commence a compensatory arrangement with Mr. Derham, which includes the following elements: · Base Salary : Pursuant to EQT’s offer letter dated January 13, 2020, Mr. Derham’s base salary for his service as Interim Chief Financial Officer will be $750,000 per year, which will be paid in respect of six months of Mr. Derham’s service to EQT during calendar year 2019 and in respect of the portion of 2020 during which Mr. Derham served as Interim Chief Financial Officer (i.e., through January 3, 2020). · SAR Award : On the Commencement Date, Mr.

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.

On November 15, 2019, Donald M. Jenkins, Executive Vice President and Chief Commercial Officer of EQT Corporation (the Company), notified the Company of his intent to resign from his position with the Company, effective on December 15, 2019. As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2019, the Company previously entered into a second amendment to the Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement (the Restrictive Covenant Agreement), by and between the Company and Mr. Jenkins, which amendment acknowledged that Mr. Jenkins had experienced a “Good Reason” triggering event (as defined under the Restrictive Covenant Agreement) and provided an extended time-period during which Mr.

On October 17, 2019, EQT Corporation (the Company) announced that Todd M. James has been appointed to serve as the Company’s Chief Accounting Officer, effective upon his commencement of employment with the Company on November 4, 2019 (the Commencement Date). From and after the Commencement Date, Mr. James will serve as the Company’s principal accounting officer. Mr. James, age 37, most recently served as Corporate Controller & Chief Accounting Officer of L.B. Foster Company since April 2018. He previously served as Senior Director, Technical Accounting & Financial Reporting at Rice Energy Inc. (Rice Energy) from December 2014 through its acquisition by the Company in November 2017 and at the Company through February 2018. Prior to joining Rice Energy, Mr. James was a Senior Manager, Assurance at PricewaterhouseCoopers LLP, where he worked from August 2005 to November 2014. Mr.

On October 7, 2019, EQT Corporation (the “Company”) entered into a second amendment (the “Amendment”) to the Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement (the “Non-Compete Agreement”), by and between the Company and Donald M. Jenkins, the Company’s Executive Vice President and Chief Commercial Officer. The Amendment acknowledges that Mr. Jenkins has experienced a “Good Reason” triggering event (as defined under the Non-Compete Agreement) and modifies the definition of “Good Reason”, as set forth in the Non-Compete Agreement, to provide an extended time period during which Mr. Jenkins may exercise his right under the Non-Compete Agreement to resign for Good Reason. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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).

On August 26, 2019, the Board of Directors (the “Board”) of EQT Corporation (the “Company”) took action to terminate the employment of Jimmi Sue Smith as Senior Vice President and Chief Financial Officer of the Company and Ms. Smith’s employment with the Company was terminated without cause effective August 29, 2019. As previously disclosed, including in Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on February 14, 2019 , Ms. Smith is a party to a Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement (the “Restrictive Covenant Agreement”) that provides Ms. Smith with the opportunity to receive certain payments and benefits following a termination of employment by the Company. Subject to Ms.

On August 6, 2019, Gary E. Gould, Executive Vice President and Chief Operating Officer of EQT Corporation (the Company), notified the Company of his intent to resign from his position with the Company effective August 7, 2019. Upon Mr. Gould’s departure, the Company eliminated the role of Chief Operating Officer.

Appointment of Certain Officers On July 10, 2019, the Board of Directors (the “Board”) of EQT Corporation (the “Company”) appointed Toby Z. Rice as the President and Chief Executive Officer of the Company. Mr. Rice will receive an annual salary of $1.00 for the first 12 months of his employment as President and Chief Executive Officer. The Board will determine the other terms and conditions of Mr. Rice’s employment at a later date. Mr. Rice, age 37, has served as a Partner at Rice Investment Group, a multi-strategy fund investing in all verticals of the oil and gas sector (“Rice Investment”), since May 2018. Prior to that, Mr. Rice served as President, Chief Operating Officer and a member of the Board of Directors of Rice Energy Inc. (“Rice Energy”) from October 2013 until its acquisition by the Company in November 2017. Mr.

On March 7, 2019, EQT Corporation (the Company) announced that Gary E. Gould has been appointed to serve as the Company’s Executive Vice President and Chief Operating Officer, effective upon his commencement of employment with the Company in April 2019. Mr. Gould, age 53, most recently served as Senior Vice President of Production and Resource Development for Continental Resources, Inc. since November 2015. He previously served as Senior Vice President, Operations, from April 2015 to November 2015, and Senior Vice President of Operations and Resource Development from May 2014 to April 2015. Mr. Gould joined Continental Resources, Inc. in October 2013 and served as Vice President of Resource Development until May 2014. Prior to his tenure at Continental Resources, Inc., Mr.

Appointment of Officers As previously disclosed in EQT's Current Reports on Form 8-K filed with the Securities and Exchange Commission (the Commission) on August 9, 2018 and September 4, 2018, in connection with and effective as of the Distribution, the following individuals became executive officers of EQT in the capacity set forth in the table below: Robert J. McNally President and Chief Executive Officer Jimmi Sue Smith Senior Vice President and Chief Financial Officer Jeffery C. Mitchell Chief Accounting Officer Robert J. McNally, age 47, has served as Senior Vice President and Chief Financial Officer of EQT since March 2016, and in March 2017 he assumed additional management responsibilities for the Business Development, Facilities, Information Technology, Innovation, and Procurement functions. Mr.

On October 25, 2018, EQT Corporation (EQT) announced that General Counsel and Vice President, External Affairs Lewis B. Gardner and Senior Vice President and President, Exploration and Production David E. Schlosser, Jr. stepped down from their positions, effective October 24, 2018. On the same day, Gardner also stepped down from his role as a member of the board of directors of each of EQM Midstream Services, LLC, the general partner of EQM Midstream Partners, LP, and EQGP Services, LLC, the general partner of EQGP Holdings, LP. On October 24, 2018, the board of directors of EQT appointed Jonathan M. Lushko as General Counsel and Senior Vice President, Governmental Affairs and Erin Centofanti as Executive Vice President, Production.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 24, 2018, the Board of Directors (the Board) of EQT Corporation (EQT) appointed Christina A. Cassotis, William M. Lambert, Jerry MacCleary and Anita M. Powers to become members of the Board, effective as of, and conditioned upon, the closing of the previously announced separation of EQT’s upstream and midstream businesses (the Separation). Ms. Powers, 63, served as vice president of Occidental Petroleum Corporation, and as executive vice president of exploration and geosciences for Occidental Oil and Gas Corporation, from 2009 until her retirement in 2017. Previously, Ms. Powers served as vice president of worldwide exploration from 2006 to 2009.

On August 29, 2018, EQT Corporation (EQT) appointed Jimmi Sue Smith, currently EQT’s Chief Accounting Officer, to become Senior Vice President and Chief Financial Officer of EQT, effective as of, and conditioned upon, the closing of the previously announced separation of EQT’s upstream and midstream businesses (the Separation). Ms. Smith will replace Robert J. McNally, who will become President and Chief Executive Officer of EQT effective as of the Separation. In addition, on August 29, 2018, EQT appointed Jeffery C. Mitchell to become EQT’s Principal Accounting Officer, effective as of, and conditioned upon, the closing of the Separation. Ms. Smith, age 46, has served as EQT’s Chief Accounting Officer since September 2016. Ms.

On August 9, 2018, EQT Corporation (EQT) announced that David L. Porges, Interim President and Chief Executive Officer (President and CEO) and Chairman of the Board of Directors of EQT, plans to retire from his duties as President and CEO and to resign as a member of the EQT Board of Directors effective as of, and conditioned upon, the closing of the previously announced separation of EQT’s upstream and midstream businesses (the Separation). Mr. Porges also is expected to be appointed as the Chairman of the Board of Directors of Equitrans Midstream Corporation (the new company that will own and operate EQT’s midstream business following the Separation) effective as of, and conditioned upon, the closing of the Separation. On August 7, 2018, the EQT Board of Directors appointed Robert J.

On March 15, 2018, EQT Corporation (the Company) announced that Steven T. Schlotterbeck, President and Chief Executive Officer, resigned from the Company and stepped down from the Board of Directors (the Board), effective March 14, 2018, and that Mr. Schlotterbeck also resigned from his positions with the general partners of EQT GP Holdings, LP (EQGP), EQT Midstream Partners, LP (EQM) and Rice Midstream Partners LP (RMP). Mr. Schlotterbeck has stated that he resigned because he was unsatisfied with the amount of his compensation. The Company also announced that the Board appointed David L. Porges, the Chairman of the Board, as Interim President and Chief Executive Officer of the Company. Mr. Porges will serve as Interim President and Chief Executive Officer until the Board elects a permanent President and Chief Executive Officer. Mr.

As previously disclosed by EQT Corporation (the Company), David L. Porges, Executive Chairman of the Board of Directors of the Company (the Board), intends to retire from that role on February 28, 2018. Following that time, Mr. Porges will continue to serve as non-executive Chairman of the Board. 2

In connection with the closing of the acquisition of Rice Energy Inc. (Rice) by EQT Corporation (the Company) and the termination of Daniel Rice IV’s employment on November 13, 2017, the Company and EQT RE, LLC (successor in interest to Rice) entered into a separation and release agreement with Mr. Rice, pursuant to which he will receive the following severance payments and benefits in accordance with his employment agreement with Rice: (a) a lump sum cash payment equal to two times the sum of (i) his base salary and (ii) average annual bonus for the three calendar years preceding the date of termination, which amount shall be paid on the 60th day after the date of termination; (b) COBRA medical insurance coverage for up to 18 months, for which the Company shall pay the premium cost in excess of that which applies to its active senior executives; (c) in lieu of a prorated annual bonus fo…

Appointment of Directors On November 13, 2017, Thomas F. Karam, Daniel J. Rice IV, Norman J. Szydlowski and Robert F. Vagt (collectively, the Appointed Directors) were appointed to the board of directors of the Company (the Board). Mr. Karam has been a senior executive and entrepreneur in the midstream energy sector for over 25 years. Mr. Karam is the founder and Chairman of Karbon Partners, LLC, which invests in, owns, constructs, and operates midstream energy assets. Mr. Karam served as the founder, Chairman and Chief Executive Officer of PennTex Midstream Partners, LLC, a publicly traded MLP with operations in North Louisiana and the Permian basin in Texas from 2014 until its sale to Energy Transfer Partners in November 2016.

On January 9, 2017, EQT Corporation (EQT) filed a Form 8-K (the Initial Form 8-K) with the Securities and Exchange Commission announcing, among other things, that Randall L. Crawford, Senior Vice President and President, Midstream and Commercial, of EQT, notified EQT that he will step down from his position effective February 28, 2017 and also notified EQT Midstream Services, LLC, the general partner (the EQM General Partner) of EQT Midstream Partners LP, that he will step down as a Director and Executive Vice President and Chief Operating Officer of the EQM General Partner effective February 28, 2017. EQT is filing this amendment to the Initial Form 8-K to clarify that Mr.

On January 9, 2017, Randall L. Crawford, Senior Vice President and President, Midstream and Commercial, of EQT Corporation (EQT), notified EQT that he will step down from his position effective February 28, 2017. Mr. Crawford also notified EQT Midstream Services, LLC, the general partner (the EQM General Partner) of EQT Midstream Partners LP, that he will step down as a Director and Executive Vice President and Chief Operating Officer of the EQM General Partner effective February 28, 2017. David L. Porges, Chairman and Chief Executive Officer, said: “On behalf of the EQT Board and management, we wish to express our gratitude and appreciation for Randy’s two decades of contributions to EQT and its shareholders. We wish him the best as he transitions to the next phase of his life.” 2

On December 7, 2016, the Board of Directors of EQT Corporation (Company) elected Steven T. Schlotterbeck as a director of the Company, effective January 1, 2017. Mr. Schlotterbeck will serve as a member of the Executive Committee and the Public Policy and Corporate Responsibility Committee. The Company also announced the election of Mr. Schlotterbeck as President and Chief Executive Officer, effective March 1, 2017. Consistent with the succession plan announced in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on October 27, 2016, Mr. Schlotterbeck will succeed David L. Porges as Chief Executive Officer. Mr. Porges will continue to serve as Executive Chairman until February 28, 2018. Mr. Schlotterbeck, age 51, has been President, EQT Corporation and President, Exploration and Production since December 2015.

On October 27, 2016, EQT Corporation (the Company) announced that David L. Porges, Chief Executive Officer (CEO) and Chairman of the Board, will retire from his duties as CEO in the first quarter of 2017, following the filing of the Company’s Form 10-K. Mr. Porges notified the Company of his intent to retire on October 24, 2016. Steven T. Schlotterbeck, currently the Company’s President and President, Exploration and Production, will become CEO. To ensure a smooth transition, Mr. Porges will remain as Chairman of the Company’s Board of Directors for one year following his retirement as CEO.

Effective September 10, 2016, EQT Corporation (the Company) elected Jimmi Sue Smith as Chief Accounting Officer. As such, Ms. Smith serves as the Company’s principal accounting officer. Ms. Smith replaces Theresa Z. Bone, who stepped down from her position as Vice President, Finance and Chief Accounting Officer effective September 9, 2016. Robert J. McNally, Senior Vice President and Chief Financial Officer, said: “On behalf of the Board of Directors and the management team, I want to express my appreciation to Terri for her nearly 20 years of service to our Company.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.