UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

 

 

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[ X]  Definitive Additional Materials

 

[    ]  Soliciting Material under Rule 14a-12

 

 

EQT Corporation

 

 

(Name of Registrant as Specified In Its Charter)

 

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March 9, 2012 TO: Participants in EQT Corporation Employee Savings Plan (401(k) Plan) Participants in EQT Corporation Savings and Protection Plan (401(k) Plan) Dear Participant: Enclosed are the proxy solicitation materials prepared for the Annual Meeting of Shareholders of EQT Corporation to be held on Wednesday, April 18, 2012. Included is a direction card explaining the ways you may submit your voting instructions for the vested and unvested shares of EQT Corporation common stock held in your 401(k) Plan account. The shares of EQT Corporation common stock in which you hold an interest in the 401(k) Plan are to be voted by Fidelity Management Trust Company (“Fidelity”), the Plan Trustee, in accordance with your instructions. Please note that if your instructions are not received by Sunday, April 8, 2012, the Plan Trustee will vote such uninstructed shares in accordance with the Trust Agreement entered into between EQT Corporation and Fidelity. Please submit your voting instructions as soon as possible. Thank you. FIDELITY MANAGEMENT TRUST COMPANY Boston, Massachusetts

 

Vote by Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Your Internet or telephone vote authorizes the Trustee to vote your shares in the same manner as if you marked, signed and returned your direction card. INTERNET http://www.proxyvoting.com/eqt Use the Internet to vote your proxy. Have your direction card in hand when you access the web site. EQT CORPORATION TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your direction card in hand when you call. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your direction card. To vote by mail, mark, sign and date your direction card and return it in the enclosed postage-paid envelope. WO# 17320-gr OR FOLD AND DETACH HERE If you vote your shares by mailing the Direction Card, your Direction Card must be received at the address on the enclosed envelope by April 8, 2012. Internet and telephone voting is available through 11:59 PM Eastern Time April 8, 2012. Your telephone or Internet vote authorizes the Trustee to vote your shares in the same manner as if you marked, signed and returned your Direction Card. Please mark your votes as indicated in this example X Signature Signature Date Mark Here for Address Change or Comments SEE REVERSE Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer. THIS DIRECTION CARD SHOULD BE SIGNED EXACTLY AS NAME APPEARS HEREON. FOR AGAINST ABSTAIN 2. Approval of the Company’s executive compensation 3. Ratify Appointment of Ernst & Young LLP as independent registered public accountants This Direction Card when properly executed will be voted in the manner directed herein. If you fail to provide voting instructions, your shares will be voted by the Trustee of the Plans in the same manner and proportion as those shares for which the Trustee receives proper and timely instructions. The Trustee of the Plans is authorized, in accordance with its judgment, to vote upon such other matters as may properly come before the meeting and any adjournments thereof. 4. Shareholder proposal regarding declassification of the Company’s Board of Directors 1. ELECTION OF DIRECTORS Nominees: Term expiring in 2013 1.1 Kenneth M. Burke Term expiring in 2014 1.2 Margaret K. Dorman Terms expiring in 2015 1.3 Philip G. Behrman, Ph.D. 1.4 A. Bray Cary, Jr. 1.5 Lee T. Todd, Jr., Ph.D. The Board of Directors recommends a vote FOR Items 1, 2 and 3. The Board of Directors recommends a vote AGAINST Item 4. FOR AGAINST ABSTAIN If you plan to attend the annual meeting on April 18, 2012, you must obtain an admission ticket by checking the box below and returning this Direction Card or by writing to the Corporate Secretary of EQT Corporation at the following address: EQT Plaza, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222. Seating is limited and will be offered on a “first come, first served” basis. Shareholders must present a form of photo identification, such as a driver’s license, in order to be admitted to the annual meeting. No cameras, camera phones, computers, electronic devices, recording equipment, large bags or packages will be permitted in the annual meeting.

 

FOLD AND DETACH HERE Address Change/Comments (Mark the corresponding box on the reverse side) SHAREOWNER SERVICES P.O. BOX 3550 SOUTH HACKENSACK, NJ 07606-9250 To view the 2011 Form 10-K and 2012 Proxy Statement and form of Direction Card on the Internet, go to: http://bnymellon.mobular.net/bnymellon/eqt EQT CORPORATION 625 LIBERTY AVENUE, SUITE 1700, PITTSBURGH, PA 15222 DIRECTION CARD You are hereby requested to direct the Trustee to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of EQT Corporation (the “Company”) common stock held in your account in the Company’s Employee Savings Plan and/or the Savings and Protection Plan (“Plans”) at the Annual Meeting of Shareholders of the Company to be held on April 18, 2012 at 9:30 a.m. local time, at EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania, and at any adjournment of such meeting thereof. To have the Trustee vote in accordance with the Board of Directors’ recommendations FOR the election of all nominees for director, FOR the approval of the Company’s executive compensation, FOR the ratification of Ernst & Young LLP as independent registered public accountants, and AGAINST the shareholder proposal regarding declassification of the Company’s Board of Directors, check the corresponding boxes next to the proposals listed on the reverse side of this card. Where a vote is not specified on a returned Direction Card or the Direction Card is not returned, the Trustee of the Plans will vote the shares represented by this Direction Card in proportion to the way other plan participants voted their shares. A vote FOR the election of nominees listed on the reverse side includes discretionary authority to vote for a substitute nominee if any nominee becomes unavailable for election for any reason. If you fail to provide voting instructions, either by telephone, Internet, or by completing, signing and returning this card, your shares will be voted by the Trustee of the Plans in the same manner and proportion as those shares for which the Trustee receives proper and timely instructions. This Direction Card is solicited on behalf of the Board of Directors of the Company and may be revoked prior to its exercise. The Board of Directors recommends votes FOR the election of all nominees for director, FOR the approval of the Company’s executive compensation, FOR the ratification of Ernst & Young LLP as independent registered public accountants, and AGAINST the shareholder proposal regarding declassification of the Company’s Board of Directors. Please sign and date on the reverse side and return the Direction Card promptly using the enclosed envelope. EQT CORPORATION ANNUAL MEETING OF SHAREHOLDERS WEDNESDAY, APRIL 18, 2012 9:30 A.M. EQT PLAZA 625 Liberty Avenue Pittsburgh, PA YOUR VOTE IS IMPORTANT! You may vote by Internet, telephone or mail. See the instructions on the other side of this Direction Card. WO# 17320-gr

 

March 9, 2012 TO: EQT Corporation Holders of Restricted Shares Dear Participant: Enclosed are the proxy solicitation materials prepared for the Annual Meeting of Shareholders of EQT Corporation to be held on Wednesday, April 18, 2012. Included is a direction card requesting your voting instructions for the restricted shares of EQT Corporation common stock held in your Long-Term Incentive Plan account. The shares listed on the attached direction card may not be voted by Internet or telephone. Your instructions must be delivered to the Plan Administrator via the enclosed direction card. The shares of EQT Corporation common stock that you hold in one or both of EQT Corporation’s Long-Term Incentive Plans will be voted by the Plan Administrator in accordance with your instructions. Please note that if your instructions are not received by Friday, April 6, 2012, the Plan Administrator will not vote such uninstructed shares. Please submit your voting instructions to Nicole H. King in the enclosed envelope as soon as possible. Thank you. EQT CORPORATION Pittsburgh, Pennsylvania

 

Your Direction Card must be received at the address on the enclosed envelope by April 6, 2012. EQT CORPORATION FOLD AND DETACH HERE Please mark your votes as indicated in this example X Signature Date Mark Here for Address Change or Comments SEE REVERSE Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer. THIS DIRECTION CARD SHOULD BE SIGNED EXACTLY AS NAME APPEARS HEREON. FOR AGAINST ABSTAIN 2. Approval of the Company’s executive compensation 3. Ratify Appointment of Ernst & Young LLP as independent registered public accountants This Direction Card when properly executed will be voted in the manner directed herein. The Plan Administrator is authorized, in accordance with its judgment, to vote upon such other matters as may properly come before the meeting and any adjournments thereof. If no direction is made, this Direction Card will not be voted. 1. ELECTION OF DIRECTORS Nominees: Term expiring in 2013 1.1 Kenneth M. Burke Term expiring in 2014 1.2 Margaret K. Dorman Terms expiring in 2015 1.3 Philip G. Behrman, Ph.D. 1.4 A. Bray Cary, Jr. 1.5 Lee T. Todd, Jr., Ph.D. The Board of Directors recommends a vote FOR Items 1, 2 and 3. The Board of Directors recommends a vote AGAINST Item 4. FOR AGAINST ABSTAIN If you plan to attend the annual meeting on April 18, 2012, you must obtain an admission ticket by checking the box below and returning this Direction Card or by writing to the Corporate Secretary of EQT Corporation at the following address: EQT Plaza, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222. Seating is limited and will be offered on a “first come, first served” basis. Shareholders must present a form of photo identification, such as a driver’s license, in order to be admitted to the annual meeting. No cameras, camera phones, computers, electronic devices, recording equipment, large bags or packages will be permitted in the annual meeting. 4. Shareholder proposal regarding declassification of the Company’s Board of Directors

 

FOLD AND DETACH HERE Address Change/Comments (Mark the corresponding box on the reverse side) SHAREOWNER SERVICES P.O. BOX 3550 SOUTH HACKENSACK, NJ 07606-9250 To view the 2011 Form 10-K and 2012 Proxy Statement and form of Direction Card on the Internet, go to: http://bnymellon.mobular.net/bnymellon/eqt EQT CORPORATION 625 LIBERTY AVENUE, SUITE 1700, PITTSBURGH, PA 15222 DIRECTION CARD You are hereby requested to direct the Plan Administrator to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of EQT Corporation (the “Company”) common stock held in your restricted share account in the Company’s 1999 Long-Term Incentive Plan and/or 2009 Long-Term Incentive Plan at the Annual Meeting of Shareholders of the Company to be held on April 18, 2012 at 9:30 a.m. local time, at EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania, and at any adjournment of such meeting thereof. To have the Plan Administrator vote in accordance with the Board of Directors’ recommendations FOR the election of all nominees for director, FOR the approval of the Company’s executive compensation, FOR the ratification of Ernst & Young LLP as independent registered public accountants, and AGAINST the shareholder proposal regarding declassification of the Company’s Board of Directors, check the corresponding boxes next to the proposals listed on the reverse side of this card. Where a vote is not specified on a returned Direction Card or the Direction Card is not returned, your shares will not be voted. A vote FOR the election of nominees listed on the reverse side includes discretionary authority to vote for a substitute nominee if any nominee becomes unavailable for election for any reason. This Direction Card is solicited on behalf of the Board of Directors of the Company and may be revoked prior to its exercise. The Board of Directors recommends votes FOR the election of all nominees for director, FOR the approval of the Company’s executive compensation, FOR the ratification of Ernst & Young LLP as independent registered public accountants, and AGAINST the shareholder proposal regarding declassification of the Company’s Board of Directors. Please sign and date on the reverse side and return the Direction Card promptly using the enclosed envelope. EQT CORPORATION ANNUAL MEETING OF SHAREHOLDERS WEDNESDAY, APRIL 18, 2012 9:30 A.M. EQT PLAZA 625 Liberty Avenue Pittsburgh, PA YOUR VOTE IS IMPORTANT!