EQT shareholders approve LTIP amendment and board

EQT Corporation reported results of its April 14, 2026 annual meeting.

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Form Type

8-K

Rhea-AI Filing Summary

EQT Corporation reported results of its April 14, 2026 annual meeting. Shareholders approved a third amendment to the 2020 Long-Term Incentive Plan, increasing shares authorized for issuance by 34,000,000, eliminating the share pool assumed in the 2024 Equitrans Midstream acquisition and extending the plan’s term from 2030 to 2036.

All nominated directors were elected for one-year terms, with most receiving over 480 million shares voted in favor. Shareholders also approved on an advisory basis the 2025 compensation of named executive officers and ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Additional LTIP shares: 34,000,000 shares LTIP original term end: 2030 LTIP extended term end: 2036 +4 more

7 metrics

Additional LTIP shares 34,000,000 shares Increase in shares authorized under 2020 LTIP by Third Amendment

LTIP original term end 2030 Previous expiration of 2020 Long-Term Incentive Plan

LTIP extended term end 2036 New expiration of 2020 Long-Term Incentive Plan after amendment

Say-on-pay support 485,915,092 shares for Advisory 2025 executive compensation vote at annual meeting

LTIP amendment support 505,134,172 shares for Vote on Third Amendment to 2020 LTIP

Auditor ratification support 513,890,206 shares for Ratification of Ernst & Young LLP for fiscal year 2026

Broker non-votes (LTIP proposal) 37,393,505 shares Broker non-votes on Third Amendment to 2020 LTIP

Key Terms

2020 Long-Term Incentive Plan, Third Amendment, say-on-pay, broker non-votes, +1 more

5 terms

2020 Long-Term Incentive Plan financial

"an amendment to the EQT Corporation 2020 Long-Term Incentive Plan, as amended (the “2020 LTIP”)"

Third Amendment financial

"approved an amendment (the “Third Amendment”) to the EQT Corporation 2020 Long-Term Incentive Plan"

say-on-pay financial

"Approval of a Non-Binding Resolution to Approve the Compensation of the Company’s Named Executive Officers for 2025 (Say-on-Pay)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"Shares Abstained | | | Broker Non-Votes | --------------------------------------------------------------------------------"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EQT (EQT) shareholders approve regarding the 2020 Long-Term Incentive Plan?

Shareholders approved a third amendment to EQT’s 2020 Long-Term Incentive Plan, adding 34,000,000 shares for issuance, removing the assumed Equitrans Midstream share pool, and extending the plan’s term by six years from 2030 to 2036.

Which directors were elected at EQT (EQT)’s April 14, 2026 annual meeting?

Shareholders elected all nominated directors, including Toby Z. Rice, Daniel J. Rice IV, Vicky A. Bailey, and others, each to a one-year term ending at the 2027 annual meeting, with individual support generally above 450 million shares voted in favor.

How did EQT (EQT) shareholders vote on 2025 executive compensation (say-on-pay)?

EQT shareholders approved the advisory say-on-pay resolution for 2025 executive compensation, with 485,915,092 shares for, 27,460,142 against, 1,165,960 abstentions, and 37,393,505 broker non-votes, indicating overall support for the company’s compensation program.

What were the results of EQT (EQT) shareholders’ vote on the LTIP amendment?

The third amendment to EQT’s 2020 Long-Term Incentive Plan passed with 505,134,172 shares for, 8,208,224 against, 1,198,798 abstentions, and 37,393,505 broker non-votes, confirming strong shareholder backing for the expanded and extended plan framework.

Which audit firm did EQT (EQT) shareholders ratify for fiscal year 2026?

Shareholders ratified Ernst & Young LLP as EQT’s independent registered public accounting firm for the year ending December 31, 2026, with 513,890,206 shares for, 37,546,179 against, and 498,314 abstentions, and no broker non-votes reported for this proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 04:15 PM EDT

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

Source: View Original Filing on SEC EDGAR

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