Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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. Hu served in various roles at Atlantic Richfield
Company (ARCO) from 1989 to 2000, including as Vice President Downstream
Operations and Business Development from 1998 to 2000. Mr. Hu also currently
serves as an advisory board member for the Geology & Planetary Science Division
at the California Institute of Technology. Mr. Hu holds a Master of Business
Administration Degree from The Amos Tuck School at Dartmouth College and Master
of Science and Bachelor of Science Degrees in Engineering from Harvey Mudd
College.
As a non-employee director of the Board, Mr. Hu will receive standard cash and
equity compensation for non-employee directors serving on the Board and the
Board's committee(s), prorated for his service during the 2021 Board year. The
specific compensation terms for non-employee directors are described in the
Company's Definitive Proxy Statement on Schedule 14A filed on February 24,
2021 .
Mr. Hu is not a party to any arrangements or understandings with any other
persons pursuant to which Mr. Hu was selected as a director of the Board. Mr. Hu
has no direct or indirect material interest in any transaction required to be
disclosed under Item 404(a) of Regulation S-K.
Mr. Hu and the Company will enter into the standard form indemnification
agreement that the Company has entered into with each of its other non-employee
directors, pursuant to which the Company has agreed to indemnify, defend and
hold its directors harmless from and against losses and expenses incurred as a
result of their service on the Board, subject to the terms and conditions
provided in the agreement.
Item 7.01. Regulation FD Disclosure.
On September 27, 2021, the Company issued a news release relating to the matter
described above in Item 5.02. A copy of the Company's news release is attached
hereto and furnished as Exhibit 99.1 and is incorporated in this report by
reference.
The information provided in this Item 7.01, including the accompanying
Exhibit 99.1, shall be deemed "furnished" and shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liability of such section, nor
shall it be incorporated by reference in any filing made by the Company pursuant
to the Securities Act of 1933, as amended, or the Exchange Act, regardless of
the general incorporation language of such filing, except to the extent that
such filing incorporates by reference any or all of such information by express
reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 News Release, dated September 27, 2021, issued by EQT Corporation
(furnished solely for purposes of Item 7.01 of this Form 8-K).
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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