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 | |