EQT Issues Gold Proxy Card, Letter to Shareholders Refuting Rice Plan
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 Rice Brothers Drop 2 Proposed Board Members from Rice Proxy Card). Yesterday EQT responded by issuing its own letter to shareholders along with a copy of a “gold” proxy card, which contains the names for EQT’s board picks, calling them “highly qualified nominees.”
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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…
On Monday, Toby and Derek Rice filed a proxy statement with the Securities and Exchange Commission and sent EQT shareholders a package and special proxy card (for voting) in an effort to elicit votes for their slate of nine board members at the upcoming July annual meeting–so they can take control of the company. Normally proxy statements are pretty dry affairs. Not this one! There are bombshell accusations in the proxy statement made by the Rice boys against EQT’s current management.
The proxy war between Toby and Derek Rice and current management at EQT continues. It’s now turned into a press release war. Every few days one or the other (or both) sides issue press releases to try and convince shareholders *their* side is the winning/righteous/justified side in this war. Yesterday EQT fired off another round by issuing a press release to announce the release of a new PowerPoint slide deck.
We’re not quite sure what to make of this. In February, EQT filed lawsuits in both Pennsylvania and federal courts against two former employees it had fired, claiming the employees, before they were fired, had systematically copied confidential information from company computers and took it with them when they left (see 
EQT is not holding their annual meeting in April this year, the month they’ve traditionally held the annual meeting until last year, when it was held in June due to an impending split of the company into upstream and midstream. Instead, the current board is using a legal loophole to delay this year’s annual meeting to July–as a way of obstructing the efforts of Toby and Derek Rice and their proxy war to take over the company.
EQT released its fourth quarter and full year 2018 update yesterday. The numbers show the company lost, on paper, $2.2 billion–but the loss was from “impairments,” writing off the value of old assets they had sold. Not an actual $2.2B out-of-pocket loss. The company, which is the largest natural gas producer in the U.S., produced 1.49 trillion cubic feet equivalent of gas in 2018, up an incredible 68% from the 888 billion cubic feet produced in 2017.
EQT CEO Rob McNally and board chairman Jim Rohr are in a pitched battle to maintain their control of the company. They dismiss a plan by Toby and Derek Rice to enhance EQT’s production at a lower cost as something that worked for small potatoes Rice Energy, but couldn’t work for a big, important company like EQT. The Rice boys shoot back that EQT is bloated and lumbering and needs a good house-cleaning. So what is the essence of the Rice plan to get EQT back on track? What’s the Rice boys’ secret sauce?