Letter to Shareholders Details Conflicts of the Toby Rice Group Nominees, and Underscores that They Lack the Independence, Experience and Qualifications to Advance EQT’s Progress
Shareholders Encouraged to Vote TODAY “FOR” All 12 of EQT’s Highly Experienced Nominees on the GOLD Universal Proxy Card
PITTSBURGH–(BUSINESS WIRE)–EQT Corporation (NYSE:EQT) today mailed a letter to shareholders highlighting the complementary skills and experience of the Company’s 12 highly qualified director nominees.
The EQT Board of Directors has taken a thoughtful and deliberate approach to assembling a purpose-built Board of Directors. Four new independent directors were appointed in connection with the midstream spin-off in the fourth quarter of 2018, and the Board’s Corporate Governance and 2019 Annual Meeting Committees nominated three new independent director candidates to stand for election at the upcoming Annual Meeting. Through this ongoing refreshment process, EQT is optimizing its Board to oversee continued improvement in EQT’s operational efficiency, cost structure, free cash flow growth and corporate governance practices.
If elected, the EQT Board will be one of, if not the most, experienced and diverse boards in the E&P industry:
- 9 of 12 directors will have direct oil and gas industry upstream experience
- Approximately 42% will be women
- 9 of 12 will have been elected since 2017, with an average director tenure of just 2.3 years
- 9 of 12 will have CEO or CFO experience, 6 at energy companies
- 10 of 12 directors will be independent (non-independent directors are Rob McNally, EQT’s CEO, and Daniel Rice, former CEO of Rice Energy)
The letter also highlights issues with the Toby Rice Group’s nominees, whom we believe lack the independence, skills and experience to oversee EQT, and have clear conflicts and personal connections to the Rice family in addition to a history of poor corporate governance.
The full text of the letter follows:
Dear Fellow EQT Shareholder:
The new EQT Board of Directors (the “Board”) and management team are making rapid progress executing the carefully developed, bottom-up strategic plan announced in January 2019. As demonstrated by the Company’s strong fourth quarter 2018 and first quarter 2019 results, we have already achieved meaningful operating efficiencies and cost reductions, accelerating our free cash flow growth. With a compelling asset base in the core of the Appalachian Basin, a simplified corporate structure, a clear and transparent operating plan, and a refreshed team committed to realizing EQT’s potential, EQT is poised to build on our momentum and deliver substantial and sustainable free cash flow growth and tremendous value creation.
Unfortunately, a group led by Toby Z. Rice and Derek A. Rice (the “Toby Rice Group”) is seeking to derail our progress by taking control of your company and installing a group of family members and friends as directors. The Toby Rice Group wants to replace EQT’s recently refreshed and independent Board with less qualified individuals who will support the Rice family’s interests ahead of yours.
We believe the choice is clear:
|Support the independent EQT team, which includes highly experienced, independent nominees with the right mix of skills and experience to oversee the strategy that is delivering positive results; or|
|Give up control of EQT to the Toby Rice Group, which is deeply conflicted and promising unrealistic free cash flow growth despite NEVER having generated positive annual free cash flow at Rice Energy.|
Your vote is very important. Protect the value of your investment by voting today “FOR” all 12 of EQT’s director nominees on the GOLD universal proxy card.
EQT HAS A PURPOSE-BUILT BOARD COMPRISING DIRECTORS WITH
THE RIGHT MIX OF EXPERIENCE AND SKILLS TO OVERSEE EQT’S ONGOING SUCCESS
The Corporate Governance and 2019 Annual Meeting Committees of the Board carefully evaluated and selected our director nominees based on their collective experience, backgrounds and skillsets. Each candidate has been selected with the specific purpose of ensuring we have the ideal group of directors with the optimal mix of collective skills and experience to help EQT drive continued free cash flow growth and value for shareholders.
All 12 of your Board’s nominees are committed to acting in your best interests. They have broad and diverse experience and expertise in areas critical to EQT’s business and will help ensure EQT continues to enhance its operational efficiency, cost structure and corporate governance. They have no personal agendas or family and friend relationships that would make you question their judgments. (Please refer to Chart 1.)
If EQT’s director nominees are elected, the Board will be one of the most, if not the most, experienced and diverse boards in the E&P industry:
✔ 9 of 12 directors will have direct oil and gas industry upstream experience
✔ ~42% will be women
✔ 9 of 12 will have been elected since 2017, with an average director tenure of just 2.3 years
✔ 9 of 12 will have CEO or CFO experience, 6 at energy companies
✔ 10 of 12 directors will be independent (non-independent directors are Rob McNally, EQT’s CEO, and Daniel Rice, former CEO of Rice Energy)
THE TOBY RICE GROUP NOMINEES ARE NOT QUALIFIED TO OVERSEE EQT’S STRATEGY AND WOULD DIMINISH THE QUALITY OF THE BOARD
EQT’s nominee slate is purpose-built to ensure that the most valuable skillsets, experiences and backgrounds are represented in the boardroom to advance the interests of the Company’s shareholders.
We do not believe that the skillset of the Toby Rice Group nominees is comparable to the depth, breadth and experience of the director candidates nominated by EQT.
Further, the fact that two of the Toby Rice Group’s nominees dropped out following the announcement of EQT’s slate of nominees demonstrates, in our view, that the Toby Rice Group’s slate of nominees was developed through a rushed and deeply flawed selection process. (Please refer to Chart 2.)
MANY RICE NOMINEES ARE CONFLICTED AND ALL ARE COMMITTED
TO THE TOBY RICE GROUP’S SELF-SERVING AGENDA TO CONTROL EQT
In contrast to EQT’s purpose-built Board, many of the nominees on the Toby Rice Group slate have clear conflicts and personal connections to the Rice family and a history of poor corporate governance:
- Four of the Toby Rice Group nominees – Kathryn Jackson, John McCartney, Daniel Rice and Toby Rice – were previously chosen by the Rice family to serve on the Rice Energy board of directors. Rice Energy adopted – and maintained in the face of investor criticism – a number of shareholder-unfriendly governance practices and provisions, including, among other things, having a board of directors that included multiple Rice family members and was only approximately 60% independent, as well as a classified board structure.
- The Rice family and many of the Toby Rice Group’s nominees have significant investments in the E&P industry that are opaque, undisclosed and may result in related party transactions or other potential conflicts with EQT’s interests. Toby Rice has already demonstrated an inappropriate willingness to call EQT personnel to try to promote his business.
- Toby Rice is inherently conflicted through operating Rice Investment Group. We believe that having a CEO with a murky portfolio of active multi-million-dollar investments in the same industry presents the potential for numerous conflicts and is not in the best interests of shareholders.
As your Board evaluated the nominees put forth by the Toby Rice Group, it became clear that they are not only significantly less qualified and less experienced when compared to the nominees on EQT’s slate, but many also have a history of loyalty and ties to the Rice family. Given this lack of independence, and Toby Rice’s apparent indifference to independence in choosing them, we are concerned that, if elected, the Toby Rice Group nominees would indiscriminately support Toby Rice’s plan for EQT, which is predicated on appointing Toby as CEO (a position that he was never allowed to hold when Rice Energy was a public company) and implementing a disruptive restructuring of management – potentially derailing the Company’s successful turnaround. We believe the Toby Rice Group’s intent to terminate up to 15 EQT department heads, who are currently hard at work successfully delivering industry-leading results, would be irresponsible and value destructive.
To that end, we believe the Toby Rice Group’s conflicted, nepotistic slate would degrade EQT’s Board and governance and impair the Company’s prospects for continued value creation.
Underscoring these concerns, in a recent letter to EQT shareholders, the Toby Rice Group nominees demonstrated a startling lack of insight into EQT’s operations and the significant transformation that has already taken place at EQT. The views expressed by the nominees clearly demonstrated that they are not familiar with EQT’s current business and have not spent any time learning about the new EQT management team or the department heads Toby Rice plans to terminate.
Despite their apparent failure to conduct an appropriate level of due diligence before agreeing to be nominated to stand for election to the board of a multi-billion-dollar company, the Toby Rice Group nominees unreservedly expressed in that letter their support for the Toby Rice Group agenda – install Toby Rice as CEO and decimate the senior management group – changes that we believe could derail the successful path that EQT is on.
Shareholders deserve better. They deserve a Board that is well-informed, thoughtful and independent-minded.
EQT values a full range of perspectives in the boardroom, including strong shareholder voices, and recognizes the benefit of having a former Rice Energy executive with experience as a public company CEO on the Board. Those are among the reasons EQT re-nominated Daniel Rice, the former CEO of Rice Energy, who together with the Rice family owns 3.1% of EQT shares, for election on EQT’s director slate, despite his also serving on the Toby Rice Group slate. However, we strongly believe adding Toby Rice, a second, less qualified member of the Rice family who does not bring a sufficiently differentiated skillset or shareholder voice from Daniel Rice, or any of the Toby Rice Group’s nominees, would reduce board independence and create a dangerous voting clique.
We believe shareholders will be best served by electing directors who will act on an informed basis and in the best interests of ALL EQT shareholders, instead of being beholden to one man and one idea.
VOTE “FOR” AN INDEPENDENT BOARD,
NOT THE FAMILY-AND-FRIENDS CLUB NOMINATED BY THE TOBY RICE GROUP
EQT is not a family business. It is the largest natural gas producing company in the United States. EQT’s directors must be able to objectively evaluate and advise on the actions the Board takes on behalf of all shareholders.
We do not believe it is in shareholders’ interests for EQT to be overseen by directors who are beholden to Toby Rice and his family. Turning EQT’s Board into a family-and-friends club would not be appropriate or consistent with best-in-class governance practices.
The Toby Rice Group has made it clear that their campaign is premised on taking control of EQT. It is not in shareholders’ best interests to cede control of their company to a minority shareholder who has not submitted a proposal to acquire the Company and has no intention of paying a control premium.
VOTE “FOR” ALL 12 EQT NOMINEES ON THE GOLD UNIVERSAL PROXY CARD TODAY
A vote “FOR” EQT’s director nominees on the GOLD universal proxy card is a vote FOR a Board:
- Comprising highly experienced nominees with the right mix of skills and experience to oversee the management team’s continued execution of the Company’s strategic plan.
- Committed to building on the Company’s significant progress to realize EQT’s value creation potential for the benefit of ALL EQT shareholders.
- Composed of independent director nominees beholden only to EQT shareholders.
Support the EQT team that is driving substantial and sustainable free cash flow and shareholder value.
We thank you for your continued support.
The Independent Members of the EQT Board of Directors
The EQT Board recommends that shareholders support EQT by voting on the GOLD universal proxy card “FOR” all 12 of EQT’s highly qualified director nominees. Shareholders should simply discard and NOT vote using any white proxy cards they may receive from the Toby Rice Group.
|If you have any questions, or need assistance in voting|
|your shares on the GOLD universal proxy card,|
|please call EQT’s proxy solicitor:|
INNISFREE M&A INCORPORATED
TOLL-FREE at 1-877-687-1866 (from the U.S. or Canada)
Or at (412) 232-3651 (From Other Locations)
Please discard and do NOT vote using any white proxy cards you may
receive from the Toby Rice Group