8-K 1 a19-12762_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  July 15, 2019

 

EQT CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Pennsylvania
(State or Other Jurisdiction
Of Incorporation)

 

001-3551
(Commission
File Number)

 

25-0464690
(IRS Employer
Identification No.)

 

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)

 

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

 

NONE

(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 (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

o 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

 

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 o

 

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.  o

 

 

 


 

Item 8.01              Other Events.

 

As previously disclosed by EQT Corporation (the “Company”), at the Company’s 2019 annual meeting of shareholders, shareholders of the Company approved the Company’s 2019 Long-Term Incentive Plan (the “2019 LTIP”). The Company intends to file a registration statement on Form S-8 (the “Form S-8”) with the U.S. Securities and Exchange Commission (the “SEC”) for the purpose of registering the offer and issuance of shares of the Company’s common stock, no par value, to be issued from time to time under the 2019 LTIP. The “Description of Common Stock” set forth in the “Description of Capital Stock” in Exhibit 99.1 hereto is being filed for the purpose of providing an updated description of the common stock of the Company, which the Company intends to incorporate by reference into the Form S-8. Such description as set forth in Exhibit 99.1 hereto is incorporated herein by reference and modifies and supersedes any prior description of the common stock of the Company in any registration statement or report filed with the SEC and will be available for incorporation by reference into the Form S-8 and certain of the Company’s other filings that may be made from time to time with the SEC pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules, regulations, and forms promulgated thereunder.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Description of Common Stock of the Company.

 

2


 

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

 

 

 

 

 

 

By:

/s/ Jimmi Sue Smith

 

Name:

Jimmi Sue Smith

 

Title:

Senior Vice President and Chief Financial Officer

 

 

 

 

 

 

Dated: July 15, 2019

 

 

 

3