Proxy War: ISS Supports Rice Brothers, Glass Lewis Supports EQT
Early on Friday, Institutional Shareholder Services (ISS), which makes recommendations to shareholders on how to vote in proxy fights, gave their stamp of approval to Toby and Derek Rice’s “activist” board takeover picks. ISS is heavily influential with institutional investors–organizations like hedge funds, mutual funds, and pension funds. We thought, “Oh oh, it’s all over now. The Rice boys have won.” But not so fast. Late Friday a second highly influential service that institutional investors look to for guidance, Glass Lewis & Co., threw their support behind the EQT slate of board candidates. The two most influential guidance services have split their support. What will shareholders do?
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Both the Rice brothers and EQT are issuing press releases just about every day now in their battle to wrest (or keep) control of EQT. Yesterday the latest round of letters to shareholders, circulated via press release for the world to see, were issued. First up was a letter early yesterday from John F. McCartney, a Rice Team board nominee, praising Toby Rice (potential new EQT CEO). Later in the day EQT issued a letter chronicling what we would call an EQT listening tour. Although both letters tell shareholders to not vote for the other side’s board picks, noticeably absent from this latest round was the acrimony and personal attacks that have been present in recent letters.
Although the second quarter isn’t over yet, EQT has just released “preliminary” 2Q19 financial and operational results in a bid to fend off a takeover attempt. EQT’s current management and board of directors is in a tough fight to retain control of the company. Toby and Derek Rice, formerly of Rice Energy (which was sold to EQT in 2017) are making a play to replace the board of directors and all of EQT’s top management.
On Monday Toby and Derek Rice–the Rice brothers (formerly owners of Rice Energy that sold itself to EQT in 2017) sent an open letter to EQT shareholders and a “white” proxy card, asking shareholders to vote for the Rices’ picks as board members (see 
A few new developments to report in the war to control EQT. Late last week brothers Toby and Derek Rice, formerly of Rice Energy, announced they are trimming their slate of proposed EQT board members by two (from nine to seven). There was no explanation for why the two were dropped from consideration, other than the Rice boys said they had reviewed EQT’s proposal to add three new board members (replacing three existing board members), and that two of the three, in the Rices’ opinion, “appear qualified” to serve on the board and “as a result” Rice dropped two of its proposed slate of board members.
In the fight to control EQT, it appears like the momentum has just shifted in favor of EQT’s existing management. No more defense, EQT’s management team and board are now on offense. Yesterday the board and CEO Rob McNally released their list of proposed nominees to be voted on at the annual meeting in July. Three longtime members of the existing board including (surprisingly) board chairman Jim Rohr, will be out. Three new members have been named to replace them. Most important, in a bold move, EQT is adopting a “universal proxy card”–something advocated by Toby and Derek Rice in their attempt to replace the board. We explain this important development below…