UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

(Amendment No. )

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Filed by a Party other than the Registrant ☒

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☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

2019 ANNUAL MEETING OF SHAREHOLDERS

OF

EQT CORPORATION

___________________________

SUPPLEMENT DATED MAY 30, 2019 TO THE PROXY STATEMENT

OF
TOBY Z. RICE

DEREK A. RICE

J. KYLE DERHAM

WILLIAM E. JORDAN

DATED MAY 21, 2019

___________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE UNIVERSAL PROXY CARD TODAY

Dear Fellow EQT Shareholders:

Toby Z. Rice, Derek A. Rice, J. Kyle Derham and William E. Jordan (collectively, the “Rice Team” or “we”), together with the other participants in this solicitation, are sending this proxy statement supplement to you in connection with the solicitation of proxies for use prior to or at the upcoming 2019 Annual Meeting of Shareholders of EQT Corporation, Inc. (“EQT” or the “Company”) scheduled to be held at 625 Liberty Avenue in Pittsburgh, Pennsylvania on Wednesday, July 10, 2019 at 8:00 a.m. (Eastern Time), (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “2019 Annual Meeting”), for the following:

These items of business are more fully described in the definitive proxy statement filed by the Rice Team with the Securities and Exchange Commission (the “SEC”) on May 20, 2019. On May 22, 2019, the Company filed its definitive proxy statement for the 2019 Annual Meeting with the SEC. Accordingly, we are hereby supplementing our definitive proxy statement with certain information from the Company’s definitive proxy statement, which had not been publicly available at the time we filed our definitive proxy statement.

IMPORTANTLY, IF YOU HAVE SUBMITTED A WHITE UNIVERSAL PROXY CARD AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE ANY FURTHER ACTION. You should DISREGARD AND DISCARD any Gold proxy card received from the Company.

According to the Company’s definitive proxy statement, as of May 14, 2019, the record date for determining shareholders entitled to notice of and to vote at the 2019 Annual Meeting, there were 255,507,169 shares of common stock, no par value per share (the “Common Stock”), of the Company outstanding.

According to the Company’s definitive proxy statement, shareholder proposals submitted for inclusion in EQT’s 2020 proxy statement under SEC rules must be submitted in writing and received by EQT’s Corporate Secretary on or before January 25, 2020.

In addition, according to the Company’s definitive proxy statement for the 2019 Annual Meeting, under EQT’s bylaws, a shareholder, or group of 20 or fewer shareholders, owning continuously for at least three years shares of the Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in EQT’s 2020 proxy statement director nominees constituting the greater of (i) two and (ii) 20% of the Board, provided that such nominations are submitted in writing and received by EQT’s Corporate Secretary not earlier than December 26, 2019, and not later than the close of business on January 25, 2020, and contain the required information set forth in EQT’s bylaws.

The information set forth above regarding the procedures for submitting shareholder proposals or nominations for consideration at the Company’s 2020 annual meeting of shareholders is based on information contained in the Company’s proxy statement and the Company’s bylaws. The inclusion of this information in this supplement should not be construed as an admission by any of the participants in this solicitation that such procedures are legal, valid or binding.

The Rice Team is using a WHITE universal proxy card for voting on the election of directors at the 2019 Annual Meeting, which includes the names of all nominees for election to the Board. Shareholders will have the ability to vote for up to twelve nominees on the Rice Team’s enclosed WHITE universal proxy card. Shareholders are permitted to vote for less than twelve nominees on the WHITE universal proxy card. IMPORTANTLY, IF YOU MARK MORE THAN TWELVE “FOR” BOXES FOR THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID.

The Rice Team believes the election of its seven Nominees, which includes current EQT director Daniel J. Rice IV, is necessary to drive the level of change that the Rice Team believes is required to improve value and performance at EQT. If shareholders choose to vote for any of the Company's nominees, the Rice Team does not oppose the following five company nominees: Dr. Philip Behrman, Janet L. Carrig, James T. McManus II, Anita M. Powers and Stephen A. Thorington (the “Acceptable Company Nominees”). For details regarding the qualifications of our Nominees, the Company’s nominees, as well as our reasons for making this solicitation, please see our definitive proxy statement filed with the SEC on May 20, 2019. If you need another copy of our definitive proxy statement or this supplement, please contact D.F. King, which is assisting the Rice Team with its effort to solicit proxies, at the address and toll-free number set forth on the back cover of this supplement.

This supplement is dated May 30, 2019, and is first being mailed to shareholders of the Company commencing on or about June 3, 2019. This supplement should be read in conjunction with the Rice Team’s definitive proxy statement filed with the SEC on, and first furnished to shareholders on or about, May 20, 2019.

All WHITE universal proxy cards that have been submitted in connection with our mailing to shareholders of a proxy statement and proxy card on May 20, 2019 remain valid and will be voted at the 2019 Annual Meeting as marked.

THEREFORE, IF YOU HAVE SUBMITTED A WHITE UNIVERSAL PROXY CARD SINCE MAY 20, 2019 AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE ANY FURTHER ACTION. You should DISREGARD AND DISCARD any Gold proxy card received from the Company.

THIS SOLICITATION IS BEING MADE BY THE RICE TEAM AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY.

THE RICE TEAM URGES YOU TO SIGN, DATE AND RETURN THE WHITE UNIVERSAL PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEES. YOU SHOULD DISREGARD AND DISCARD, AND NOT VOTE ANY GOLD PROXY CARD RECEIVED FROM THE COMPANY.

Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting:
This Proxy Statement and our WHITE universal proxy card are available at http:/www.eqtpathforward.com.

IMPORTANT

Your vote is important, no matter how many or how few shares of Common Stock you own. The Rice Team urges you to sign, date, and return the enclosed WHITE universal proxy card today to vote FOR the election of the Nominees and in accordance with the Rice Team’s recommendations on the other proposals on the agenda for the 2019 Annual Meeting.

As the Rice Team is using a “universal” proxy card containing all of the Nominees as well as the Company’s nominees, there is no need to use any other proxy card regardless of how you propose to vote. The Rice Team strongly urges you NOT to sign or return any gold proxy cards or voting instruction forms that you may receive from EQT. Even if you return the Company’s proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. So please make certain that the latest dated proxy card you return is the WHITE universal proxy card.

D.F. King is assisting the Rice Team with its effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact: