Leading Independent Proxy Advisory Firm Glass Lewis Recommends EQT Shareholders Vote “FOR” All 12 EQT Director Nominees

  • EQT’s Refreshed Board and Management Team Are Best Suited to Lead EQT Forward
  • Toby Rice Group Analysis Is Seriously Flawed and its Agenda Is Inconsistent with Good Governance

PITTSBURGH--()--EQT Corporation (NYSE: EQT) today announced that Glass Lewis & Co. (“Glass Lewis”), a leading independent proxy advisory firm, recommends EQT shareholders vote “FOR” all 12 of EQT’s director nominees on the GOLD universal proxy card in connection with the Company’s 2019 Annual Meeting of Shareholders, scheduled for July 10, 2019.

In its June 28, 2019 report, Glass Lewis stated1:

  • We do not believe further change is warranted at this time given the significant board and management turnover that has already occurred at the Company in the last year, including a new CEO, CFO and COO and eight new directors, representing 75% of the board as proposed on the management slate. We see no cause for concern with the qualifications or experience of the Management Nominees and find that management and the board are taking appropriate steps to improve operating efficiency at the Company, including identifying material cost savings and delivering favorable performance in the first two quarters with Robert McNally at the helm as CEO. Given the new management team’s focus on driving efficiencies and the progress it has demonstrated thus far, we are not convinced the Rice Group plan offers a credible path to achieving material incremental savings above what EQT is already targeting.”
  • We find that EQT has raised reasonable doubt about the credibility of the Rice Group's plan to achieve lower well costs per foot relative to EQT's plan, including given that the Rice Group is projecting well costs that are materially lower than the costs actually achieved by Rice Energy prior to the merger, as well as service cost inflation and differences in water logistics applicable to EQT. We have outstanding concerns regarding the Rice Group's ability to replicate Rice Energy's success at EQT, particularly given that the former CEO of Rice Energy already sits on the EQT board. We also see meaningful execution risks associated with the Rice Group plan, including the challenges of effectively recreating the Rice Energy management team at EQT and replicating Rice Energy's success on EQT's asset base, particularly given that key assumptions in the Rice Group well cost plan have not been proven on EQT's asset base, in our view.”
  • Having reviewed the arguments presented by both sides in this proxy fight, we find that the newly appointed board and executive team at EQT are taking appropriate steps to oversee the Company and we believe management should be provided with additional deference and a reasonable amount of time to execute the current strategic plan and deliver on targets communicated to investors. The Company has experienced significant board and management turnover in recent years and the new board appears well qualified, highly engaged and responsive to shareholders, in our view.”

Commenting on the Glass Lewis report, EQT issued the following statement:

Like Glass Lewis, EQT believes shareholders should question the merit of a 3% shareholder seeking to be CEO and replace management and a majority of the Board. Shareholders should also consider the tremendous execution risk inherent in the Rice family’s takeover campaign.

The recommendation reaffirms that EQT has the right Board, management team and strategy to continue its successful transformation and create significant long-term shareholder value.

We urge shareholders to support continued success at EQT by voting “FOR” all 12 of EQT’s director nominees.

The EQT Board strongly urges shareholders to protect the value of their investment by following Glass Lewis’s recommendation to vote “FOR” all 12 of EQT’s director nominees on the GOLD universal proxy card. Shareholders should simply discard and NOT vote using any white proxy cards they may receive from the Toby Rice Group.

Additional materials regarding the Board of Directors’ recommendations for the 2019 Annual Meeting can be found at VoteGoldForEQT.com.

If you have any questions, or need assistance in voting
your shares on the GOLD universal proxy card,
please call EQT’s proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE at 1-877-687-1866 (from the U.S. or Canada)
Or at (412) 232-3651 (From Other Locations)
Please discard and do NOT vote using any white proxy cards you may receive from the Toby Rice Group

About EQT Corporation:

EQT Corporation is a natural gas production company with emphasis in the Appalachian Basin and operations throughout Pennsylvania, West Virginia and Ohio. With 130 years of experience and a long-standing history of good corporate citizenship, EQT is the largest producer of natural gas in the United States. As a leader in the use of advanced horizontal drilling technology, EQT is committed to minimizing the impact of drilling-related activities and reducing its overall environmental footprint. Through safe and responsible operations, EQT is helping to meet our nation’s demand for clean-burning energy, while continuing to provide a rewarding workplace and support for activities that enrich the communities where its employees live and work. Visit EQT Corporation at www.EQT.com; and to learn more about EQT’s sustainability efforts, please visit https://csr.eqt.com.

EQT Management speaks to investors from time to time and the analyst presentation for these discussions, which is updated periodically, is available via the Company’s investor relationship website at ir.eqt.com.

Cautionary Statements

This communication contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this communication specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the Company and its subsidiaries, including guidance regarding projected adjusted free cash flow. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently available to the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors,” of the Company’s Form 10-K for the year ended December 31, 2018, as filed with the SEC and as updated by subsequent Form 10-Qs filed by the Company, and those set forth in the other documents the Company files from time to time with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Important Information

EQT Corporation (the “Company”) filed a definitive proxy statement and associated GOLD universal proxy card with the Securities and Exchange Commission (the “SEC”) on May 22, 2019 in connection with the solicitation of proxies for the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”). Details concerning the nominees for election to the Company’s Board of Directors at the 2019 Annual Meeting are included in the definitive proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a copy of the relevant documents filed by the Company with the SEC, including the definitive proxy statement, free of charge by visiting the SEC’s website, www.sec.gov. Investors and shareholders can also obtain, without charge, a copy of the definitive proxy statement, when available, and other relevant filed documents by directing a request to Blake McLean, Senior Vice President, Investor Relations and Strategy of EQT Corporation, at BMcLean@eqt.com, by calling the Company’s proxy solicitor, Innisfree M&A Incorporated, toll-free, at 877-687-1866, or from the Company’s website at https://ir.eqt.com/sec-filings.

1 Permission to use quotations neither sought nor obtained.

Contacts

Analyst inquiries:
Blake McLean – Senior Vice President, Investor Relations and Strategy
412.395.3561
BMcLean@eqt.com

Media inquiries:
Michael Laffin – Vice President, Communications
412.395.2069
MLaffin@eqt.com

Contacts

Analyst inquiries:
Blake McLean – Senior Vice President, Investor Relations and Strategy
412.395.3561
BMcLean@eqt.com

Media inquiries:
Michael Laffin – Vice President, Communications
412.395.2069
MLaffin@eqt.com