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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Payment of Filing Fee (Check the appropriate box):

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February 17, 2017

Dear Shareholder,

On behalf of the Board of Directors and senior management team of EQT Corporation, I am pleased to invite you to participate in our Annual Shareholders Meeting, which will be held at EQT Plaza, 625 Liberty Avenue, Pittsburgh, PA 15222 on Wednesday, April 19, 2017 at 8:00 a.m. Eastern Time.

This shareholder package describes the key business items to be discussed during the meeting and contains the Notice of Annual Meeting of Shareholders and the proxy statement.  Along with additional information, the proxy statement includes:

·                 A proxy summary that highlights the voting matters we are asking you to consider, along with the supporting details found elsewhere in the proxy statement, and the Board’s voting recommendation for each item

·                 A detailed discussion and analysis of EQT’s compensation programs for senior executives, including our philosophy for aligning pay and performance, and the individual components that drive executive compensation decisions

·                 Information regarding the qualifications of our current directors

·                 A review of EQT’s corporate governance

Your participation, regardless of how many shares you hold, is very important to EQT.  To ensure your shares are represented and voted as you intend, we urge you to carefully read the proxy statement and respond as soon as possible with your instructions.  If you are planning to personally attend the annual meeting, we request that you cast your votes now – by telephone, via the Internet, or by completing and signing your paper proxy card, voting direction card, or vote instruction form. Casting your votes now will ensure your votes are properly recorded.

On March 1, 2017, I will step down from my role as Chief Executive Officer, and will continue on as Executive Chairman until this time next year. When my tenure as CEO began in 2010, EQT was already a well-run, shareholder-value focused company and my goal was to elevate the importance of our financial strategy. We successfully created two new public entities; completed several transactions, including asset dropdowns, the selling of non-core assets and acquiring of assets within EQT’s core operations; and our midstream infrastructure platform was bolstered through organic growth projects – all the while maintaining a strong balance sheet and solid share price performance. We are now entering the next phase of EQT’s strategy that will focus on enhancing our position as an industry leader in natural gas drilling, production, transportation, and commercial marketing activities, as well as maintaining our strong financial platform and leading cost structure.

I look forward to this exciting next chapter of EQT’s continued and successful evolution and I thank you for your support as a valued EQT shareholder.

David L. Porges

Chairman and Chief Executive Officer

EQT Corporation   I  625 Liberty Avenue Suite 1700   I  Pittsburgh, PA   15222-3111

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Notice of Annual Meeting of Shareholders

To Be Held April 19, 2017

The annual meeting of shareholders of EQT Corporation (the Company or EQT) will be held on Wednesday, April 19, 2017, at 8:00 a.m. (Eastern Time) at EQT Plaza, located at 625 Liberty Avenue in Pittsburgh, Pennsylvania.  If you owned common stock of EQT Corporation at the close of business on February 8, 2017, the record date, you may vote at this meeting.

At the meeting, we plan to ask you to:

1)                                               Elect the eleven directors nominated by the Board of Directors to serve for new one-year terms;

2)                                               Approve a non-binding resolution regarding the compensation of the Company’s named executive officers for 2016 (say-on-pay);

3)                                               Provide a non-binding recommendation as to the frequency with which shareholders will vote on say-on-pay proposals in future years;

4)                                               Ratify the appointment of Ernst & Young LLP as EQT’s independent registered public accounting firm for 2017; and

5)                                               Transact such other business as may properly be presented at the meeting or any adjournment or postponement of the meeting.

Please consider the issues presented in the attached proxy statement, and vote your shares as promptly as possible by following the voting instructions included in the proxy statement.

If you plan to attend the meeting, please follow the advance registration instructions under “Questions and Answers About the Annual Meeting – Who can attend the annual meeting, and how do I obtain an admission ticket?” on page 11 of the proxy statement and watch for an admission ticket in the mail.  You will need an admission ticket to enter the meeting.

February 17, 2017

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to Be Held on April 19, 2017:

This notice and proxy statement and our annual report on Form 10-K for the year ended December 31, 2016 are also available online at http://www.proxyvote.com.

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2017 PROXY STATEMENT TABLE OF CONTENTS

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EQT CORPORATION

2017 PROXY STATEMENT SUMMARY

This summary highlights information about EQT Corporation (the Company or EQT) and the upcoming 2017 annual meeting of shareholders.  This summary does not contain all the information you should consider in advance of the meeting, and you should read the entire proxy statement carefully before voting.  The proxy statement and annual report on Form 10-K for the year ended December 31, 2016 (or a notice of Internet availability of proxy materials containing instructions on how to access such materials) will be mailed on or about February 27, 2017.

Voting Matters and Board Recommendations

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Board and Board Committees

1        EQT GP Services, LLC is the general partner of EQT GP Holdings, LP (EQGP), a publicly-traded master limited partnership.  As of December 31, 2016, EQT held a 90.1% limited partner interest and the non-economic general partner interest in EQGP.

2        EQT Midstream Services, LLC is the general partner of EQT Midstream Partners, LP (EQM), a publicly-traded master limited partnership.  As of December 31, 2016, EQGP held the 1.8% general partner interest, all incentive distribution rights and a 26.6% limited partner interest in EQM.

Elections:                       All directors stand for election annually.

Attendance:          In 2016, each EQT director attended 95.5% or more of all meetings of the Board and the Board committees on which the director served.  Overall attendance at such meetings was over 97.9%.

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Against a backdrop of depressed natural gas prices and volatile equity markets, EQT delivered another solid year of operational performance, while maintaining its focus on safety excellence and environmental responsibility.  The Company achieved record annual production sales volumes, including a 26% increase in total sales volumes and a 31% increase in Marcellus sales volumes. However, the average realized price to EQT for production sales volumes decreased 20% to $2.47 per Mcfe in 2016 from $3.09 per Mcfe in 2015. A loss on derivatives not designated as hedges, coupled with this decrease in the average realized price, resulted in a net loss attributable to EQT of $453 million for the year ended December 31, 2016 as compared to net income attributable to EQT of $85 million for the prior year.  EQT’s cash provided by operating activities was $1,064 million in 2016, compared to $1,217 million in 2015.  During 2016, EQM reported net income of $538.0 million, $82.8 million higher than 2015, driven in part by record gathered volumes of 722.1 TBtu, a 21% increase over the previous year.

EQT and its consolidated subsidiaries achieved a number of other key results in 2016 described in detail in the Company’s annual report on Form 10-K for the year ended December 31, 2016, including, but not limited to, the following:

·                 Proved reserves increased 35% over 2015;

·                 Gathered volume was 21% higher than 2015;

·                 Acquired 145,500 net Marcellus acres, with 92,300 net Utica acres;

·                 Ohio Valley Connector placed in-service;

·                 Distributions to EQT from EQGP totaled $150 million; and

·                 Cash and marketable securities at year-end were $1.4 billion (excluding EQM).

In 2016, the Company also completed a number of important transactions and continued actives on a number of important projects:

·                 EQT sold to EQM certain transmission, storage and gathering assets located in southwestern Pennsylvania and northern West Virginia for $275 million;

·                 EQT completed two equity offerings, raising net proceeds of $1.2 billion; and

·                 EQM completed a debt offering raising net proceeds of $491.4 million and sold common units through its “At the Market” offering program raising net proceeds of $217.1 million.

For more complete information regarding EQT’s 2016 performance, please review EQT’s annual report on Form 
10-K for the year ended December 31, 2016.  The charts below illustrate elements of EQT’s performance during the five-year period (three-year period for gathering expense per unit) ended December 31, 2016, including total shareholder return, production sales volume and gathering expense per unit:

(1) Calculated with the reinvestment of quarterly dividends in additional shares of EQT common stock.

(2) Volumes attributable to natural gas liquids and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.

(3) Due to the recast of the reporting segments, data is not available for 2012 and 2013.

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Executive Compensation Highlights

EQT’s compensation program is designed to reward its named executive officers (determined in accordance with Securities and Exchange Commission (SEC) rules and identified in the table on the following page) when the Company achieves strong financial and operational results, and the Management Development and Compensation Committee of EQT’s Board of Directors (the Compensation Committee) believes the 2016 compensation of EQT’s named executive officers is consistent with the Company’s commitment to link pay with performance.  For a discussion of the alignment of the named executive officers’ compensation with EQT performance, see “Pay for Performance Results” and “Compensation Philosophy” under the caption “Compensation Discussion and Analysis” beginning on page 41 of this proxy statement.

The primary components of EQT’s 2016 compensation program were base salary and annual and long-term performance-based incentive compensation.  As reflected in the table below, the total compensation packages for EQT’s named executive officers are generally weighted in favor of at-risk compensation through annual and
long-term performance-based incentive compensation.  For additional information regarding EQT’s compensation philosophy and the elements of EQT’s compensation programs for 2016 and 2017, see the “Compensation Discussion and Analysis” portion of this proxy statement.

The table below sets forth the total direct compensation (which includes base salary and annual and long-term incentives) of Messrs. Porges, McNally, Crawford, Gardner, Schlotterbeck and Conti, EQT’s named executive officers for 2016, and the percentage of each named executive officer’s total direct compensation that is performance-based and, therefore, at-risk.  The Compensation Committee establishes the total direct compensation for named executive officers each year by establishing base salaries and setting annual and long-term incentive targets.  The amounts for each component of total direct compensation set forth in the table below were calculated in accordance with SEC rules.  Total direct compensation, which is not a substitute for the total compensation as reported in the Summary Compensation Table on page 65 of this proxy statement, omits certain other compensation (e.g., 401(k) contributions and perquisites) that is reflected in the Summary Compensation Table.  For additional information, including information regarding how total compensation is calculated under SEC rules, see the footnotes accompanying the Summary Compensation Table and the “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” beginning on page 69 of this proxy statement.

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2016 Total Direct Compensation

(1)  Includes base salary earned during 2016.

(2)  Includes the grant date fair value of stock options and other long-term performance-based equity compensation.

Important Dates for 2018 Annual Meeting of Shareholders

·                              Shareholder proposals submitted for inclusion in EQT’s 2018 proxy statement under SEC rules must be submitted in writing and received by EQT’s Corporate Secretary on or before October 30, 2017.

·                              Under EQT’s bylaws, shareholder proposals to be presented in person at the 2018 annual meeting of shareholders (but not included in the 2018 proxy statement) must be submitted in writing and received by EQT’s Corporate Secretary not earlier than the close of business on December 20, 2017, and not later than the close of business on January 19, 2018.

·                              Under EQT’s bylaws, a shareholder, or group of twenty 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 2018 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 September 30, 2017, and not later than the close of business on October 30, 2017, and contain the required information set forth in EQT’s bylaws.

For additional information, see “Questions and Answers About the Annual Meeting — When are shareholder proposals due?” on page 13 of this proxy statement.

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EQT CORPORATION

625 Liberty Avenue, Suite 1700

Pittsburgh, PA  15222

PROXY STATEMENT

We have elected to furnish our proxy statement and annual report to certain of our shareholders over the Internet pursuant to SEC rules, which allows us to reduce costs associated with the 2017 annual meeting of shareholders.  On or about February 27, 2017, we will mail to certain of our shareholders a notice of Internet availability of proxy materials containing instructions regarding how to access our proxy statement and annual report online (the eProxy Notice).  The eProxy Notice contains instructions regarding how you can elect to receive printed copies of the proxy statement and annual report.  All other shareholders will receive printed copies of the proxy statement and annual report, which will also be mailed to such shareholders on or about February 27, 2017.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

EQT Corporation is soliciting proxies for its 2017 annual meeting of shareholders.  This proxy statement and the accompanying materials contain information about the items you will vote on at the annual meeting and about the voting process.  We sometimes refer to EQT Corporation in this proxy statement as “EQT,” “EQT Corporation,” the “Company,” “we” or “us.”

What items will be voted on at the annual meeting?

Shareholders will vote on the following items if each is properly presented at the annual meeting:

·                                         the election to the Company’s Board of Directors of the eleven directors nominated by the Board to serve for new one-year terms (Item No. 1);

·                                         the approval of a non-binding resolution regarding the compensation of the Company’s named executive officers for 2016 (Item No. 2);

·                                         provide a non-binding recommendation as to the frequency with which shareholders will vote on say-on-pay proposals in future years (Item No. 3);

·                                         the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017 (Item No. 4); and

·                                         such other business as may properly be presented at the meeting or any adjournment or postponement of the meeting.

What are the Board’s voting recommendations on each item?

Your Board of Directors recommends that you vote FOR Item Nos. 1, 2 and 4; and FOR Every ONE Year on Item No. 3.

How do I contact EQT’s Corporate Secretary?

You may contact the Company’s Corporate Secretary by sending correspondence to:  625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222, Attn: Corporate Secretary.

Who is entitled to vote, and how many votes do I have?

You may vote if you held common stock of EQT Corporation at the close of business on
February 8, 2017.  For each item presented for vote, you have one vote for each share you own.

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What if I received an eProxy Notice of Internet Availability of Proxy Materials?

The SEC permits us to electronically distribute proxy materials to shareholders.  We have elected to provide access to our proxy materials and annual report to certain of our shareholders on the Internet instead of mailing the full set of printed proxy materials.  On or about February 27, 2017, we will mail to certain of our shareholders an eProxy Notice containing instructions regarding how to access our proxy statement and annual report and how to vote online.  If you received an eProxy Notice by mail, you will not receive printed copies of the proxy materials and annual report in the mail unless you request them.  Instead, the eProxy Notice instructs you how to access and review all of the important information contained in the proxy statement and annual report.  The eProxy Notice also instructs how to submit your vote over the Internet.  If you received an eProxy Notice by mail and would like to receive a printed copy of our proxy materials and annual report, you should follow the instructions for requesting such materials included in the eProxy Notice.

What is the difference between holding shares as a shareholder of record or as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “shareholder of record” of those shares.  The notice of annual meeting, proxy statement and accompanying materials have been sent directly to you by Computershare.

If your shares are held in a stock brokerage account or by a bank or other holder of record (including shares held through employee benefit and/or compensation plans), you are considered the “beneficial owner” of shares held in “street name.”  The eProxy Notice or notice of annual meeting, proxy statement and accompanying materials have been forwarded to you by your broker, bank or other holder of record that is considered the “shareholder of record” of those shares.  As the beneficial owner, you have the right to direct your broker, bank or other holder of record in voting your shares by using the voting direction card or vote instruction form (VIF) included in the mailing, or by following the instructions from the holder of record for voting by telephone or on the Internet.

If your shares are held through the Employee Savings Plan, the 2009 Long-Term Incentive Plan (the 2009 LTIP) or the 2014 Long-Term Incentive Plan (the 2014 LTIP), see “How do I vote shares held through the Employee Savings Plan?” and “How do I vote restricted shares held through the 2009 LTIP or the 2014 LTIP?” below for instructions regarding how to vote your shares and the right of the holders of record to vote your shares on matters for which they have not received voting instructions.

How do I vote if I am a shareholder of record?

If you are a shareholder of record, you may vote your shares:

·                             in person by attending the annual meeting;

·                             by completing the proxy card as outlined in the instructions on the card and mailing the card in the prepaid envelope provided;

·                             by following the instructions at the Internet site http://www.investorvote.com/EQT; or

·                             by following the instructions for telephone voting after calling 1-800-652-VOTE (8683).

If the name on the accounts is the same, the shares on your proxy card may represent: (i) shares for which you have a certificate; (ii) shares that you hold in book-entry form; and (iii) shares that you have in a dividend reinvestment account of the 2009 Dividend Reinvestment and Stock Purchase Plan.

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If you vote by proxy, your shares will be voted as indicated in your properly completed unrevoked proxy.  If you return your proxy card but do not indicate how your shares should be voted on an item, the shares represented by your properly completed unrevoked proxy card will be voted as recommended by the Board of Directors.  If you do not return a proxy card or do not vote in person, by telephone or on the Internet, your shares will not be voted.

In the case of Internet or telephone voting, you should have your proxy card in hand and retain the card until you have completed the voting process.  If you vote by Internet or telephone, you do not need to return the proxy card by mail.  Even if you plan to attend the meeting, we encourage you to vote by proxy as soon as possible.

See “What if I received an eProxy Notice of Internet Availability of Proxy Materials?” above if you received an eProxy Notice.

How do I vote if I am a beneficial holder of shares held in “street name”?

If your shares are held by a broker, bank or other holder of record in “street name” (including shares purchased through the 2008 Employee Stock Purchase Plan and its predecessor), you should receive (i) an eProxy Notice or (ii) a VIF together with copies of the proxy statement and annual report.

If you receive a VIF, your broker, bank or other holder of record (or designee thereof) will vote your shares in accordance with the instructions on your returned vote instruction form.  You may instruct the holder of record to vote your shares:

·                             by completing the VIF as outlined in the instructions on the form and mailing the form in the prepaid envelope provided;

·                             by following the instructions at the Internet site http://www.proxyvote.com; or

·                             by following the instructions for telephone voting after calling 1-800-454-VOTE (8683).

See “Is my vote important and how are the votes counted?” below for the right of brokers, banks and other holders of record to vote on routine matters for which they have not received voting instructions.

Please review your VIF for the date by which your instructions must be received in order for your shares to be voted.  You may also vote in person at the meeting if you obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot.  In the case of Internet or telephone voting, you should have your VIF in hand and retain the form until you have completed the voting process.  If you vote by Internet or telephone, you do not need to return the VIF by mail.

See “What if I received an eProxy Notice of Internet Availability of Proxy Materials?” above if you received an eProxy Notice.

How do I vote shares held through the Employee Savings Plan?

If you hold shares through the Employee Savings Plan, you will receive a separate voting direction card, proxy statement and annual report.  The trustee of the Employee Savings Plan will vote your shares in accordance with the instructions on your returned direction card.  You may instruct the trustee to vote your shares:

·                             by completing the direction card as outlined in the instructions on the card and mailing the card in the prepaid envelope provided;

·                             by following the instructions at the Internet site http://www.investorvote.com/EQT; or

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·                             by following the instructions for telephone voting after calling 1-800-652-VOTE (8683).

If you do not return a direction card or if you return a direction card with no instructions, the trustee will vote your shares in proportion to the way other plan participants voted their shares.  Please note that the direction cards have an earlier return date and different mailing instructions than the proxy cards.  Please review your direction card for the date by which your instructions must be received in order for your shares to be voted.

In the case of Internet or telephone voting, you should have your direction card in hand and retain the card until you have completed the voting process.  If you vote by Internet or telephone, you do not need to return the direction card by mail.

How do I vote restricted shares held through the 2009 LTIP or the 2014 LTIP?

Employees holding restricted shares through the 2009 LTIP or the 2014 LTIP will receive a separate voting direction card, proxy statement and annual report.  The administrator of the 2009 LTIP and the 2014 LTIP (or its designee) will vote your restricted shares in accordance with the instructions on your returned direction card.  You may instruct the administrator to vote your shares:

·                             by completing the direction card as outlined in the instructions on the card and mailing the card in the prepaid envelope provided;

·                             by following the instructions at the Internet site http://www.investorvote.com/EQT; or

·                             by following the instructions for telephone voting after calling 1-800-652-VOTE (8683).

If you return a direction card with no instructions, the administrator or its designee will vote your shares as recommended by the Board of Directors.  If you do not return a direction card, your shares will not be voted.  Please note that the direction cards have an earlier return date and different mailing instructions than the proxy cards.  Please review your direction card for the date by which your instructions must be received in order for your shares to be voted.

In the case of Internet or telephone voting, you should have your direction card in hand and retain the card until you have completed the voting process.  If you vote by Internet or telephone, you do not need to return the direction card by mail.

May I change my vote?

If you are a shareholder of record, you may revoke your proxy before polls are closed at the meeting by:

·                             voting again by submitting a revised proxy card or voting by Internet or telephone, as applicable, on a date later than the prior proxy;

·                             voting in person at the meeting; or

·                             notifying the Company’s Corporate Secretary in writing that you are revoking your proxy.

Attendance at the annual meeting alone is not sufficient to revoke a prior properly submitted proxy.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record.  Your last validly submitted vote is the vote that will be counted.

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What if I receive more than one proxy card and/or VIF?

If you receive more than one proxy card as a shareholder of record, you have shares registered differently in more than one account.  We encourage you to have all accounts registered in the same name and address whenever possible.  You can do this by contacting our transfer agent, Computershare, at P.O. Box 30170, College Station, Texas 77842-3170, at its toll free number (1-800-589-9026) or on its website at http://www.computershare.com/investor.  If you receive more than one VIF, please contact the broker, bank or other holder of record holding your shares to determine whether you can consolidate your accounts.

What is householding?

We have adopted a procedure approved by the SEC called “householding,” which reduces our printing costs and postage fees.  Under this procedure, shareholders of record who have the same address and last name may receive only one copy of our proxy statement and annual report unless one or more of these shareholders notify us that they wish to continue receiving individual copies.  Shareholders who participate in householding will continue to receive separate proxy cards.

If a shareholder of record residing at a household to which we sent only one copy of our proxy statement and annual report wishes to receive separate documents in the future, he or she may discontinue householding by contacting our transfer agent, Computershare, at P.O. Box 30170, College Station, Texas 77842-3170, at its toll free number (1-800-589-9026) or on its website at http://www.computershare.com/investor.  If you are an eligible shareholder of record receiving multiple copies of our proxy statement and annual report, you can request householding by contacting the Company’s Corporate Secretary.  See “How do I contact EQT’s Corporate Secretary?” above.  If you own your shares through a broker, bank or other holder of record, you can request householding by contacting the applicable holder of record.

If a shareholder of record residing at a household to which we sent only one copy of our proxy statement and annual report wishes to receive an additional copy for this meeting, he or she may contact the Company’s Corporate Secretary.  The Company will promptly deliver, upon written or oral request, a separate proxy statement and annual report to a shareholder at a shared address to which a single copy of the documents was delivered.

What is a broker non-vote?

If you are a beneficial owner whose shares are held of record by a broker, bank or other holder of record, you have the right to direct your broker, bank or other holder of record in voting your shares.  If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank or other holder of record does not have discretionary authority to vote.  This is called a “broker non-vote.”  In these cases, the broker, bank or other holder of record can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under New York Stock Exchange (NYSE) rules.

Is my vote important and how are the votes counted?

Your vote is very important.  Each share of EQT stock that you own as of February 8, 2017, the record date for the annual meeting, represents one vote.  If you do not vote your shares, you will not have a say in the important issues to be voted on at the meeting.  Many of our shareholders do not vote, so the shareholders who do vote influence the outcome of the proposals in greater proportion than their percentage ownership of the Company.

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At the close of business on the record date for the meeting, EQT Corporation had 173,331,564 shares of common stock outstanding.  The following are the voting requirements to elect the eleven nominees to the Board and approve the other proposals presented in this proxy statement and the discretionary authority of brokers, banks or other holders of record with respect to each proposal:

For purposes of the approval of all Items above, abstentions, broker non-votes and the failure to vote are not votes cast and, accordingly, have no effect on the outcome of such proposals.

What constitutes a “quorum” for the meeting?

A majority of the outstanding shares, present or represented by proxy, constitutes a quorum.  A quorum is necessary to conduct business at the annual meeting.  You are part of the quorum if you have returned a proxy.  Abstentions and broker non-votes also are counted in determining whether a quorum is present.

How will my shares be voted on other matters not included in this proxy statement that may be presented to the annual meeting?

Since no shareholder has indicated an intention to present any matter not included in this proxy statement to the annual meeting in accordance with the advance notice provision in the Company’s bylaws, the Board is not aware of any other proposals for the meeting.  If another proposal is properly presented, the persons named as proxies will vote your returned proxy in their discretion.

Who can attend the annual meeting, and how do I obtain an admission ticket?

You may attend the annual meeting if you were a shareholder on February 8, 2017.  Seating is limited and will be offered on a “first come, first served” basis.  If you plan to attend the meeting, you will need an admission ticket, which you can obtain by checking the appropriate box on your proxy card, direction card or VIF or by writing to the Company’s Corporate Secretary.  See “How do I contact EQT’s Corporate Secretary?” above.  If a broker, bank or other holder of record holds your shares, you must include proof of your ownership of EQT stock as of February 8, 2017, such as a copy of your brokerage

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account statement or an omnibus proxy, which you can obtain from your broker, bank or other holder of record, and we will send you an admission ticket.

Shareholders must present a form of photo identification, such as a driver’s license, in order to be admitted to the annual meeting.  No cameras, laptops, recording equipment, other similar electronic devices, signs, placards, briefcases, backpacks, large bags or packages will be permitted in the annual meeting.  The Company reserves the right to deny admittance to any shareholder who attempts to bring any such item into the annual meeting.  Small purses are permissible, but they and any bags or packages permitted in the meeting room will be subject to inspection.  The use of mobile phones or other communication devices, tablets and similar electronic devices during the annual meeting is prohibited, and such devices must be turned off and put away before entering the meeting room.  All security procedures and instructions require strict adherence.  By attending the annual meeting, shareholders agree to abide by the agenda and procedures for the annual meeting, copies of which will be distributed to attendees at the meeting.

What happens if the meeting is postponed or adjourned?

If the meeting is postponed or adjourned, your proxy will still be good and may be voted at the postponed or adjourned meeting.  You will still be able to change or revoke your proxy until it is voted.  See “May I change my vote?” above.

Who pays for the solicitation of proxies?

We do.  We are soliciting proxies primarily by use of the mails.  However, we may also solicit proxies in person, by telephone, by facsimile, by courier or by electronic means.  To the extent that our directors, officers or other employees participate in this solicitation, they will not receive any compensation for their participation, other than their normal compensation.  D.F. King & Co., Inc. assists us with the solicitation for a fee of $7,500 plus reasonable out-of-pocket expenses.  We also reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their proxies.

May I nominate someone to be a director of EQT?

Shareholders may either nominate individuals to serve as directors at the annual meeting or recommend individuals as possible director-nominees to the Corporate Governance Committee of the Board of Directors to consider in its normal course.

If you are a shareholder entitled to vote at an annual meeting, you may present at the meeting the nomination of one or more persons for election as a director of EQT Corporation.  To do this, you must send advance written notice to the Company’s Corporate Secretary.  See “How do I contact EQT’s Corporate Secretary?” above.  According to our bylaws, we must receive notice of nominations for the 2018 annual meeting not earlier than the close of business on December 20, 2017 (i.e., the 120th day prior to April 19, 2018, the one-year anniversary of this year’s annual meeting), and not later than the close of business on January 19, 2018 (i.e., the 90th day prior to April 19, 2018).  For additional information, see “Corporate Governance and Board Matters — Director Nominations” on page 27 of this proxy statement.

In addition, a shareholder, or group of twenty 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 2018 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 September 30, 2017, and not later than the close of business on October 30, 2017, and contain the required information set forth in

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EQT’s bylaws.  For additional information, see “Corporate Governance and Board Matters — Director Nominations” on page 27 of this proxy statement.

In addition, the Board’s Corporate Governance Committee will consider candidates recommended by the Company’s shareholders.  If the Corporate Governance Committee determines to nominate as a director an individual recommended by a shareholder, then the recommended individual will be included on the Company’s slate for the next annual proxy statement.  Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to the Company’s Corporate Secretary.  The Corporate Secretary must receive any recommendations as far in advance of the annual meeting of shareholders as possible in order to provide sufficient time for the Corporate Governance Committee to consider the recommendation.

Any notice or recommendation provided by the nominating shareholder must include an original irrevocable conditional resignation signed by each proposed nominee, as well as certain information about the person or persons nominated and the nominating shareholder (see “Director Nominations” under the caption “Corporate Governance and Board Matters” below for details).  For additional information, contact the Corporate Secretary.

When are shareholder proposals due?

Under SEC rules, eligible shareholders may submit proposals for inclusion in the proxy statement for our 2018 annual meeting.  Shareholder proposals must be submitted in writing and must be received by the Company’s Corporate Secretary on or before October 30, 2017 for them to be considered for inclusion in the 2018 proxy statement.  See “How do I contact EQT’s Corporate Secretary?” above.

Under our bylaws, you may present proposals in person at the 2018 annual meeting, in addition to proposals that will be included in our proxy statement, if you are a shareholder entitled to vote and comply with the following procedures.  The Corporate Secretary must receive such proposals to be presented not earlier than the close of business on December 20, 2017 (i.e., the 120th day prior to April 19, 2018, the one-year anniversary of this year’s annual meeting), and not later than the close of business on January 19, 2018 (i.e., the 90th day prior to April 19, 2018).  Proposals received outside that time period, including any proposal nominating a person as a director, may not be presented at the 2018 annual meeting.  All proposals must be accompanied by the information required by Section 1.09 of our bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary).  Shareholder proposals to recommend an individual to serve as a director of the Company are discussed in the section “Director Nominations” under the caption “Corporate Governance and Board Matters”.

In addition, pursuant to our bylaws, a shareholder, or group of twenty or fewer shareholders may nominate and include in EQT’s 2018 proxy statement director nominees provided that such nominations are submitted in writing and received by EQT’s Corporate Secretary not earlier than September 30, 2017, and not later than the close of business on October 30, 2017.  For additional information, see “Corporate Governance and Board Matters — Director Nominations” on page 27 of this proxy statement.

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ITEM NO. 1 – ELECTION OF DIRECTORS

(Item No. 1 on the proxy card)

The Board of Directors recommends a vote FOR each nominee for the Board of Directors.

Directors are elected for one-year terms.  Notwithstanding the expiration date of his or her term, each director holds office until his or her successor is elected and qualified; provided, however, each director has agreed to resign the day following the annual meeting date immediately following his or her seventy-fourth birthday.

The Board of Directors consists of eleven members as of the date this proxy statement was filed with the SEC.  The terms of all eleven directors expire at the 2017 annual meeting.  Mses. Vicky A. Bailey, Margaret K. Dorman and Christine J. Toretti, Messrs. Kenneth M. Burke, A. Bray Cary, Jr., David L. Porges, James E. Rohr, Steven T. Schlotterbeck and Stephen A. Thorington, and Drs. Philip G. Behrman and Lee T. Todd, Jr., have been nominated to serve for a term of one year to expire at the 2018 annual meeting.  As previously announced, Mr. Porges will retire from his duties as Chief Executive Officer on February 28, 2017.  Mr. Porges has agreed, if reelected, to remain as Executive Chairman of the Board to ensure a smooth transition through February 28, 2018.  The persons named as proxies will vote for the nominees named, unless you vote against, or abstain from voting for or against, one or more of them.  The eleven nominees for election have agreed to serve if elected, and the Board has no reason to believe that such nominees will be unavailable to serve.  In the event that any of the nominees is unable or declines to serve as a director at the time of the annual meeting, then the persons named as proxies intend to vote for substitute nominees proposed by the Board, unless the Board decides to reduce the number of directors.  Each nominee must be elected by a majority of the votes cast “for” election, and votes may not be cumulated.

In addition, under our bylaws, each nominee has submitted an irrevocable conditional resignation to be effective if the nominee receives a greater number of votes “against” than votes “for” his or her election in an uncontested election.  If this occurs, the Board will decide whether to accept the tendered resignation not later than 90 days after certification of the election.  The Board’s determination shall be made without the participation of any nominee whose resignation is under consideration with respect to the election.  The Board’s explanation of its decision will be promptly disclosed on a Form 8-K furnished to the SEC.

The Board of Directors recommends a vote FOR each nominee for the Board of Directors.

Nominees to Serve for a One-Year Term Expiring in 2018

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Meetings and Committees

In 2016, the Board of Directors held 6 regular meetings and 2 special meetings.  The independent directors met 8 times in executive session without any officer of the Company present.  In 2016, each director attended 96% or more of the total number of meetings of the Board and the Committees on which the director served, and overall attendance at such meetings was over 98%.  The Company encourages its directors to attend the annual meeting of the shareholders, and it has been their practice to do so.  All directors with the exception of Mr. Shapira, whose term expired at the 2016 annual meeting, attended the 2016 annual meeting.

The Board has five standing Committees:  Audit, Management Development and Compensation, Corporate Governance, Public Policy and Corporate Responsibility and Executive.  The Board may from time to time form new Committees, disband an existing Committee and delegate additional responsibilities to a Committee.  The responsibilities of the Committees (other than the Executive Committee) are set forth in written charters, which are reviewed periodically by the Committees and, where appropriate, the Corporate Governance Committee and the Board.  All of the charters are available on the Company’s website at www.eqt.com by clicking on the “Investors” link on the main page and then on the “Corporate Governance” link followed by the “Charters and Documents” link.  Additional information about each of the Board’s Committees is provided below.

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Compensation Process

Establishing Target Total Direct Compensation

In discharging the Board’s responsibilities relating to compensation of the Company’s executive officers, the Compensation Committee establishes the target total direct compensation (base salary plus annual and long-term incentives) for executive officers by establishing base salaries and setting long-term and annual incentive targets.  When appropriate, the Compensation Committee also reviews and modifies perquisites.

Establishing Annual and Long-Term Incentive Programs

The Compensation Committee annually approves plan design, including performance measures and target payout, for annual and long-term incentive programs.  These deliberations, which usually start with recommendations from management and involve discussions among management, the Compensation Committee’s independent compensation consultant and the Compensation Committee, usually span several meetings before a design is approved.  After the end of the performance period for any performance award, the Compensation Committee certifies the levels at which the performance measures were satisfied and approves the amount of incentive award payable to each executive officer.

Equity Grants

The Compensation Committee may make equity grants to executive officers at any time during the year.  The Compensation Committee generally does not grant equity awards when in possession of material non-public information.  If in possession of such information, the Compensation Committee does not take such information into account when determining whether or in what amounts to make such grants.

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The Compensation Committee and, solely in the case of restricted EQM phantom units, the EQM Board have delegated to Mr. Porges, in his capacity as a director of the applicable entity, the authority to grant the following:

·                             a limited number of restricted EQT shares and/or EQT restricted units to (i) newly hired or recently promoted employees on the condition that no award exceeds the 50th percentile of the market long-term incentive compensation target in value, except as may result from an award being rounded-up to the next highest number of shares evenly divisible by 10, (ii) other employees in recognition of exceptional performance on the condition that no award exceeds 1,000 shares, and (iii) employees who participate in the Company’s educational assistance program, on the condition that no individual award exceeds 500 shares; provided that in each case no recipient is an executive officer of the Company, and with respect to subsections (ii) and (iii) only, the recipient is not a participant in the Company’s most recent long-term incentive award program; and

·                             a limited number of restricted EQM phantom units to newly hired or recently promoted employees on the condition that no award exceeds the 50th percentile of the market long-term incentive compensation target in value, except as may result from an award being rounded-up to the next highest number of units evenly divisible by 10; provided that no recipient is an executive officer of the Company.

All such awards must be made on standard terms approved by the Compensation Committee (and, in the case of EQM awards, the EQM Board) and are reported to the Compensation Committee (and, in the case of EQM awards, the EQM Board) for informational purposes at the next meetings of the Compensation Committee and the EQM Board, as applicable.  Mr. Porges authorizes restricted EQT shares and/or EQT restricted units and EQM phantom units periodically throughout the year on pre-established dates and does not coordinate the timing of such grants with the release of material non-public information.  If in possession of such information, Mr. Porges does not take such information into account when determining whether or in what amounts to make such grants.

The Compensation Committee has not delegated its authority to award equity to any other executive officer.

Compensation Consultant

The Compensation Committee has the sole authority to hire, terminate and approve fees for compensation consultants, independent legal counsel and other advisors as it deems to be necessary to assist in the fulfillment of its responsibilities.  During 2016, the Compensation Committee utilized Pay Governance LLC (Pay Governance) as its independent compensation consultant, and Pay Governance reported directly to the Compensation Committee.

Representatives of Pay Governance do not make recommendations on, or approve, the amount of compensation for any executive officer.  The Compensation Committee may request information or advice directly from representatives of Pay Governance and may direct the Company to provide information to representatives of Pay Governance.  Representatives of Pay Governance regularly interact with representatives of the Company’s human resources department and periodically with the Chief Executive Officer and representatives of the Company’s legal department.

During 2016, Pay Governance provided market data and counsel regarding executive officer compensation programs and practices, including specifically:

·                             competitive benchmarking;

·                             peer group identification and assessment;

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·                             advice and market insight as to the form of, and performance measures for, annual and long-term incentives;

·                             marketplace compensation trends in the Company’s industry and generally; and

·                             advice regarding the performance of the Company’s annual review of compensation risk.

During 2016, Pay Governance also performed benchmarking services for the Corporate Governance Committee related to director compensation for the Company’s Board.

Other than the executive and director compensation services provided for the Compensation Committee and the Corporate Governance Committee, respectively, representatives of Pay Governance also performed the following services during 2016:

·                             Consistent with prior years, Pay Governance performed benchmarking services for director compensation related to the EQGP Board (2016 fees totaled $12,400) and the EQM Board (2016 fees totaled $18,000).

·                             The Company’s management engaged Pay Governance to perform a competitive benchmarking analysis for non-executive officers of the Company (2016 fees totaled $28,625).

The Compensation Committee has considered the services provided by Pay Governance during 2016, as well as Pay Governance’s responses to a questionnaire regarding Pay Governance’s relationship with the Company and its management, and determined that such services do not compromise Pay Governance’s independence as the Compensation Committee’s independent compensation consultant.

Role of Senior Management

The Company’s senior management has an ongoing dialogue with the Compensation Committee and the Compensation Committee’s independent compensation consultant regarding compensation and plan design.  Most ideas originate with management due to its direct involvement in, and knowledge of, the business goals, strategies, experiences and performance of the Company.  Management’s ideas are reviewed with the independent compensation consultant and frequently modified by the Compensation Committee prior to ultimate adoption.  The Compensation Committee engages in active discussions with the Chief Executive Officer concerning: (i) who should participate in programs and at what levels, (ii) which performance measures should be used, (iii) the determination of performance targets and (iv) whether and to what extent performance measures for the previous year have been achieved.  The Chief Executive Officer is advised by the other executive officers of the Company.

We provide additional information regarding the Compensation Committee and our policies and procedures regarding executive compensation, including the role of executive officers in recommending executive compensation, below under the caption “Compensation Discussion and Analysis.”

Board Leadership Structure

As described in the Company’s corporate governance guidelines, the Board of Directors believes that the functions of the Chairman of the Board are distinct from those of the Chief Executive Officer but that both functions may be effectively performed by the same individual.  From time to time, generally in connection with succession planning, the Board considers whether the Chairman of the Board and the Chief Executive Officer should be separate, and if separate, whether the Chairman of the Board should be an outside director or an inside director.  The Board is currently satisfied with the Chief Executive Officer performing the functions of the Chairman of the Board because Mr. Porges is able to utilize his in-depth knowledge and perspective gained in running the Company to effectively and efficiently guide the full Board by recommending Board and Committee meeting agendas, leading Board discussions on critical issues and creating a vital link among the Board, management and shareholders.  As previously

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announced, when Mr. Porges steps down as Chief Executive Officer on February 28, 2017, Mr. Schlotterbeck will become the Chief Executive Officer.  Assuming he is reelected, Mr. Porges will remain as Executive Chairman of the Board through February 28, 2018.  The Board believes this will facilitate a smooth transition from Mr. Porges to Mr. Schlotterbeck.

Pursuant to the Company’s corporate governance guidelines, when the Board does not have an independent Chairman, the Board must designate an independent director as the Lead Independent Director.  When a Lead Independent Director has been designated, the Lead Independent Director’s exclusive duties are:

·                             convening, presiding over and setting agendas for regularly scheduled and special executive sessions of independent/non-management directors (which typically occur at each regularly scheduled meeting of the Board), including calling a meeting of the independent/non-management directors, if requested by any other director;

·                             presiding over any meeting at which the Chairman is not present;

·                             consulting with the Chairman to set the annual calendar of topics to be covered at Board meetings and reviewing meeting agendas;

·                             providing input to the Corporate Governance Committee in connection with the evaluation of the Chief Executive Officer’s performance;

·                             facilitating an assessment process with respect to the Board as a whole as well as for individual directors;

·                             serving as the designated director to speak with shareholders (when requested) and to receive communications from interested parties; and

·                             serving as the Chair of the Executive Committee.

In April 2016, the Board, based on a recommendation from the Corporate Governance Committee, re-elected Mr. Rohr as its Lead Independent Director to serve until the first regular Board meeting following the Company’s 2017 annual meeting of shareholders.  Mr. Rohr has held this position since May 2011.  The service of the Lead Independent Director complements Mr. Porges’ role as Chairman by, among other things, providing directors, shareholders and other constituents a direct contact to an independent member of the Board.  When in office, the Lead Independent Director’s term is one year, but an individual may serve multiple consecutive terms upon recommendation of the Corporate Governance Committee and approval of the Board.

Board’s Role in Risk Oversight

The Company’s corporate governance guidelines provide that the Board of Directors is responsible for reviewing the process for assessing the major risks facing the Company and the options for their mitigation.  The Board executes on this oversight responsibility in a variety of ways, including:

·                             performing an annual review of the Company’s major risks;

·                             addressing major risks with management via presentations (initiated by management or requested by the Board) throughout the year; and

·                             delegating oversight for certain risks to the Board Committees.  For example, the Audit Committee is responsible for reviewing and discussing with management the Company’s major financial risk exposures and the actions management has taken to monitor and control such exposures.  The Compensation, Corporate Governance and Public Policy and Corporate Responsibility Committees also review and discuss with management major risk exposures associated with their respective areas of oversight.

The Company primarily manages enterprise risk through an Enterprise Risk Committee consisting of certain executive officers and business unit and functional leaders.  The Enterprise Risk Committee meets

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periodically throughout the year to review, prioritize and address the Company’s major risk exposures and to consider new or emerging risks.  The Corporate Director, Enterprise Risk and Compliance reports the results of the risk assessment annually to the Board of Directors.  The Board reviews and assesses the report of the Corporate Director, Enterprise Risk and Compliance and determines whether any further action is required.

Director Nominations

The responsibilities of the Corporate Governance Committee include identifying and recommending to the Board the requisite skills and characteristics to be found in individuals qualified to serve as members of the Board and recommending to the Board the director nominees for each annual meeting of shareholders.  The Corporate Governance Committee typically considers new nominees for the Board in the context of a vacancy on the Board resulting from resignation or retirement of a director or to fill a skill need identified by the Board.  The Corporate Governance Committee has historically used third-party search firms to assist it in identifying potential director candidates.  Director candidates have also been identified by senior management and members of the Board considering individuals both within and external to their respective networks.

As set forth in the Corporate Governance Committee’s charter, the Corporate Governance Committee will consider submissions from shareholders in making its recommendation.  Any shareholder desiring to recommend an individual to serve as a director of the Company should submit the following information to the Corporate Governance Committee Chair, care of the Corporate Secretary, no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting:

·                            The information required by Sections 1.09 and 1.10 of the Company’s bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to, (i) the proposing person’s notice, (ii) the nominee’s written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made, (iii) a written representation and agreement of the nominee in the form provided by the Corporate Secretary, and (iv) the nominee’s executed irrevocable conditional resignation letter.

·                             In addition, the Company may require the shareholder to provide such further information as it may reasonably request.

Additionally, as set forth in Section 1.11 of the Company’s bylaws, a shareholder, or group of twenty 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 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 the close of business on the 150th day and not later than the close of business on the 120th day prior to the first anniversary of the date that the Company mailed its proxy statement for the preceding year’s annual meeting of shareholders and include the following:

·                             The information required by Sections 1.09 and 1.10 of the Company’s bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to, (i) the proposing person’s notice, (ii) the nominee’s written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made, (iii) a written representation and agreement of the nominee in the form provided by the Corporate Secretary that the nominee consents to being named in the Company’s proxy statement and form of proxy card as a nominee and to serving as

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a director of the Company if elected, and (iv) the nominee’s executed irrevocable conditional resignation letter.

·                             The information required by Section 1.11 of the Company’s bylaws, including, but not limited to, (i) all other questionnaires required of the Company’s directors; and (ii) such additional information as is necessary to permit the Board of Directors to determine that the director nominee is independent and that his service as a member of the Board of Directors would not violate any applicable law, rule or regulation, or the NYSE listing standards.

See “How do I contact EQT’s Corporate Secretary?” under the caption “Questions and Answers About the Annual Meeting” above.

In evaluating individuals identified as possible director-nominees, whether the source of the possible nominee is another director, a member of management, a shareholder or otherwise, the Corporate Governance Committee assesses the experience and personal characteristics of the possible nominee against the guidelines identified below.  Possible nominees satisfying the guidelines are then further evaluated to identify, in the judgment of the Corporate Governance Committee, the best match for the Board.  The Corporate Governance Committee retains the right to modify the guidelines, including the criteria for evaluating the qualifications of potential nominees for election to the Board as set forth therein, from time to time.

The Board believes that its members possess individual qualifications consistent with the guidelines set forth above.  In addition to the specific individual director qualifications identified under the caption “Item No. 1 – Election of Directors” above, the Board believes that its members offer insightful and creative views and solutions with respect to issues facing the Company.  The Board also believes that its members function well together as a group.  Finally, the Board believes that it has appropriate diversity consistent with the guidelines set forth above.

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Contacting the Board

You may communicate directly with the Lead Independent Director (and with independent directors, individually or as a group, through the Lead Independent Director) by sending an email to presidingdirector@eqt.com.  You may also write to the Lead Independent Director, the entire Board, any Board Committee or any individual director by addressing such communication to the applicable director or directors, care of the Corporate Secretary, at EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.  The Corporate Secretary will open such communications and will promptly deliver such communications to the director or directors (as appropriate) designated therein, unless such communications are junk mail or mass mailings.

Governance Principles

The Company maintains a corporate governance page on its website that includes key information about its corporate governance practices, including its corporate governance guidelines, code of business conduct and ethics and charters for the Audit Committee, the Management Development and Compensation Committee, the Corporate Governance Committee and the Public Policy and Corporate Responsibility Committee.  The corporate governance page can be found at www.eqt.com, by clicking on the “Investors” link on the main page and then on the “Corporate Governance” link.  The Company will provide copies of its corporate governance guidelines, code of business conduct and ethics and any of the Board Committee charters upon request by a shareholder to the Corporate Secretary.  See “How do I contact EQT’s Corporate Secretary?” under the caption “Questions and Answers About the Annual Meeting” above.

EQT’s corporate governance policies and practices are compliant with applicable corporate governance requirements:

·                             The Board of Directors has adopted corporate governance guidelines.

·                             Nine of the eleven members of the Board are independent of the Company and its management.

·                             The Board’s non-management directors meet periodically in executive session, and the Lead Independent Director has been identified as the presiding director at all such executive sessions.

·                             All members of each of the key Board Committees – Audit, Management Development and Compensation and Corporate Governance – are independent of the Company and its management.

·                             Each of the key Committees has a charter that meets applicable legal requirements and reflects good corporate governance.

·                             The Board and each of the key Committees engage in annual self-assessments, which involve, among other things, reviews of individual director performance.

·                             The Company’s directors are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the Company provides funding for such activities.

·                             The Company has a code of business conduct and ethics applicable to all employees and directors of the Company.

·                             The Corporate Governance Committee reviews the Company’s governance policies and practices periodically and makes recommendations to the Board.

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Shareholder Engagement

We value feedback from our shareholders and are committed to maintaining an active dialogue with our shareholders year-round.  We maintain a robust investor relations program, through which senior executives held more than 900 meetings with EQT, EQM and/or EQGP investors or potential investors in 2016 to discuss operations, strategy and other critical items.  In addition, 2016 marked the seventh consecutive year of shareholder outreach efforts targeting the Company’s compensation and governance practices.  Feedback from these outreach meetings is provided to the Corporate Governance Committee and the Compensation Committee, as appropriate, for consideration.  In 2016, we requested governance and compensation targeted meetings with investors representing approximately 55% of our outstanding shares, met with holders of 20% of our outstanding shares and were told by holders representing another 20% that meetings were unnecessary as they were content with our practices.  The Board values our investors’ feedback and, indeed, has implemented several changes as a result of feedback received from our shareholder engagement program, including: the prohibition of the pledging of EQT securities by executive officers and directors; the establishment of a compensation recoupment policy; enhanced disclosure of our short-term incentive plan design; and development of our proxy access bylaw.  Investor feedback is also strongly considered during the design of our long-term incentive programs.

Sustainability

EQT’s corporate social responsibility commitments are to operate as a safe, responsible and accountable corporate citizen.  EQT is committed to transparency, and helping our shareholders understand the origins, risks, costs and benefits associated with natural gas development.  This also means raising awareness of the significant improvements that have taken place and continuing to ensure safe operations, protect our environment, create jobs and boost our local and national economy.  In 2016 EQT received an Environmental, Social and Governance (ESG) score (which is a measure of a company’s disclosure of quantitative and policy-related ESG data) of 52.7 from Bloomberg Finance, L.P., compared to an average score of 23.3 for the members of our peer group for the 2016 Incentive PSU Program (defined and described under the caption “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table”).  To learn more about EQT’s sustainability efforts please view our 2016 Corporate Social Responsibility Report on our website, by visiting www.eqt.com, clicking on the “Investors” link on the main page and then on the “Sustainability Reporting” link.

Independence and Related Person Transactions

Director Independence

In accordance with the Company’s corporate governance guidelines, a majority of directors at any time will be independent.  For a director to be considered an “independent director,” the Board must annually determine that he or she has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company), except as a director.  To assist it in determining director independence, the Board established guidelines, which are included in the Company’s corporate governance guidelines, that conform to the independence requirements under the NYSE listing standards.

The Board considers all relevant facts and circumstances in making an independence determination.  Any relationship involving a Company director that complies with the independence standards set forth in the Company’s corporate governance guidelines and is not otherwise a related person transaction (as defined under the caption “Review, Approval or Ratification of Transactions with Related Persons” below) under the Company’s related person transaction approval policy (the related person transaction policy) is deemed to be an immaterial relationship not requiring consideration by the Board in assessing independence.

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Based on the independence standards set forth in the Company’s corporate governance guidelines, the Board has determined that all of the Company’s directors other than Messrs. Porges and Schlotterbeck (who are executive officers of the Company) have met the above standards and are independent of the Company and its management.

Director ownership of Company stock is encouraged and is not in itself a basis for determining that a director is not independent, provided that such ownership may preclude participation on the Audit Committee if its magnitude is sufficient to make the director an “affiliated person” of the Company as described in the Audit Committee charter.  See “Equity-Based Compensation” under the caption “Directors’ Compensation” below for a description of the equity ownership guidelines for directors.

During the preceding three fiscal years, the Company made no contributions to any tax-exempt organization in which any independent director of the Company is an executive officer.

Review, Approval or Ratification of Transactions with Related Persons

Under the Company’s written related person transaction policy, Company management, with the assistance of the Company’s legal department, is responsible for determining whether a transaction between the Company and a Related Person (as defined below) constitutes a Related Person Transaction (as defined below).  Such determination is based on a review of all facts and circumstances regarding the transaction, including information provided in annual director and executive officer questionnaires.  Upon determination that a transaction is a Related Person Transaction that has not been approved by the full Board of Directors, the material facts regarding the transaction are reported to the Corporate Governance Committee for its review.  The Corporate Governance Committee then determines whether to approve, ratify, revise, reject or take other action with respect to the Related Person Transaction.

Under the related person transaction policy, a “Related Person Transaction” is generally a transaction in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Person has a direct or indirect material interest.  A “Related Person” is generally any person who is a director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities and any immediate family member (as defined by the SEC) of any of the foregoing persons.

Under the policy, the following transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for individual approval:  (i) transactions involving employment of an executive officer by the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company and the compensation paid to the executive officer was approved by the Compensation Committee; (ii) transactions involving compensation and benefits paid to a director for service as a director of the Company; (iii) transactions on competitive business terms with another company in which the only relationship of a director or immediate family member of a director is as an employee or executive officer, a director or a beneficial owner of less than 10% of that company’s shares, provided that the amount involved does not exceed the greater of $1,000,000 or 2% of the other company’s consolidated gross revenue; (iv) transactions where the interest of the Related Person arises solely from the ownership of a class of equity securities of the company, and all holders of that class of equity securities receive the same benefit on a pro-rata basis; (v) transactions where the rates or charges involved are determined by competitive bids; (vi) transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation; (vii) transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services; and (viii) charitable contributions, grants or endowments by the Company or the Company’s charitable foundation to a charitable or non-profit organization, foundation or university in which a Related Person’s only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the recipient’s consolidated gross revenue.

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The related person transaction policy does not limit or affect the application of the Company’s code of business conduct and ethics and related policies, which require directors and executive officers to avoid engaging in any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the directors’ or executive officers’ duties to the Company.  Such policies require all directors and executive officers to report and fully disclose the nature of any proposed conduct or transaction that involves, or could involve, a conflict of interest and to obtain approval before any action is undertaken.

Transactions with Related Persons

Based on information provided by the Company’s directors and executive officers and assessments by the Company’s management, the Corporate Governance Committee determined that there were no Related Persons Transactions in 2016 requiring disclosure in this proxy statement.

Compensation Committee Interlocks and Insider Participation

During all of 2016, Dr. Todd and Messrs. Cary and Rohr served as members of the Compensation Committee.  None of these Compensation Committee members is a current or former officer or employee of the Company or had any relationship with the Company requiring disclosure.  In addition, none of the Company’s executive officers served as a member of the board of directors or compensation committee (or similar committee) of another entity, one of whose executive officers served as a member of the Company’s Board of Directors or the Compensation Committee.

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DIRECTORS’ COMPENSATION

Compensation of directors is annually reviewed by the Corporate Governance Committee and approved by the Board.  No compensation is paid to employee directors for their service as directors.

In 2016, the Corporate Governance Committee engaged Pay Governance to conduct an annual review of the total compensation for non-employee directors for 2017.  Specifically, retainer fees, meeting fees, chairperson premiums, stock-based long-term incentives and director matching gift benefits were evaluated using, as the competitive benchmark, levels of total compensation paid to directors of:

·                             the 219 general industry companies with 2015 revenues of $1 billion to $4 billion that are identified in Appendix A; and

·                             the following 23 energy industry companies:

At the time the above 2017 director compensation peer group was determined, the Company had expected that the Company’s peer group for the 2017 Incentive PSU Program would be identical.  The peer group for the 2017 Incentive PSU Program was subsequently modified to eliminate Spectra Energy Corp. as it signed an agreement to be acquired.

Set forth below is a description of the compensation of the Company’s non-employee directors:

Cash Compensation

·                             An annual cash retainer of $60,000 is paid on a quarterly basis.

·                             An additional annual cash retainer of $6,000 is paid on a quarterly basis to members of the Audit Committee other than the Chair.

·                             The cash meeting fee is $1,500 for each Board and Committee meeting attended in person.  If a director participates in a meeting by telephone, the meeting fee is $750.  These fees are paid on a quarterly basis.

·                             For the Audit Committee Chair, an annual committee chair retainer of $15,000 is paid (the retainer increased to $20,000 effective in 2017).  For the Compensation, Corporate Governance, Public Policy and Corporate Responsibility and Executive Committee Chairs, an annual committee chair retainer of $10,000 is paid.  These fees are also paid on a quarterly basis.

Equity-Based Compensation

·                             The Company grants to each non-employee director, on an annual basis, stock units that vest upon award and are payable on a deferred basis under the Company’s directors’ deferred compensation plans.  The 2016 annual grant was 3,420 deferred stock units,

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which were awarded on January 1, 2016 to each non-employee director serving at that time.  Each non-employee director serving on the Board on January 1, 2017 received an award of 2,730 deferred stock units.  Each deferred stock unit is equal in value to one share of Company common stock but does not have voting rights.  Dividends are credited quarterly in the form of additional deferred stock units.  The value of the stock units granted in 2013 and subsequent years will be paid in shares of Company common stock upon termination of service as a director.  The value of the stock units granted prior to 2013 will be paid in cash (or, if a director made a prior election to settle the award in equity, in Company common stock) upon termination of service as a director.

·                             Newly elected non-employee directors are expected to receive an equity grant upon joining the Board equal to the pro rata amount of the then applicable annual grant.

·                             The non-employee directors are subject to equity ownership guidelines which require them to hold shares (or share equivalents, including deferred stock units) with a value equal to five times the annual retainer.  Under the guidelines, directors have up to five years from joining the Board to acquire a sufficient number of shares (or share equivalents, including deferred stock units) to meet the ownership guidelines.  Each of the Company’s non-employee directors satisfies the equity ownership guidelines.

Deferred Compensation

·                             The Company has deferred compensation plans for non-employee directors.  In addition to the automatic deferral of stock units awarded, non-employee directors may elect to defer up to 100% of their annual retainers and fees into the 2005 Directors’ Deferred Compensation Plan and receive an investment return on the deferred funds as if the funds were invested in Company common stock or permitted mutual funds.  Prior to the deferral, plan participants must irrevocably elect to receive the deferred funds either in a lump sum or in equal annual installments.  Deferred funds for which directors have elected to receive an investment return as if the funds were invested in Company common stock are distributed in shares of common stock.  Distributions are made or, if applicable, commence following termination of service as a director.  The directors’ deferred compensation accounts are unsecured obligations of the Company.  Mr. Cary deferred fees under the plan in 2016.  The 1999 Directors’ Deferred Compensation Plan continues to operate for the sole purpose of administering amounts vested under the plan on or prior to December 31, 2004.

Other

·                             All directors are eligible to participate in the Matching Gifts Program of the EQT Foundation on the same terms as Company employees.  Under this program, the EQT Foundation will match gifts of at least $100 made by a director to eligible charities, up to an aggregate total of $50,000 per director in any calendar year.

·                             Non-employee directors who joined the Board prior to May 25, 1999 may designate a civic, charitable or educational organization as beneficiary of a gift, payable in a lump sum following the death of the director, funded by a life insurance policy purchased by the Company.  The proceeds of the life insurance policy (and, therefore, the amount of the gift) approximate the present value of ten equal annual installments of $50,000.  The directors do not receive any financial benefit from this program because the charitable deductions accrue solely to the Company.  Mr. Rohr is the only active director entitled to this benefit.

·                             The Company reimburses directors for their travel and related expenses in connection with attending Board and Committee meetings and related activities.  The Company also provides non-employee directors with $20,000 of life insurance and $250,000 of travel accident insurance while traveling on business for the Company.

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The table below shows the total 2016 compensation of the Company’s non-employee directors:

2016 Directors’ Compensation Table

(1)        Messrs. Miles and Shapira retired from the Board at the 2016 annual meeting on April 20, 2016.

(2)        Includes annual cash retainers, meeting fees and committee chair fees, some of which have been deferred at the election of the director. 

(3)        This column reflects the aggregate grant date fair values determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 for the deferred stock units awarded to each director during 2016.  On January 1, 2016, the Company granted 3,420 deferred stock units to each non-employee director serving at that time.  The grant date fair value is computed as the sum of the number of deferred stock units awarded on the grant date multiplied by the closing stock price of the Company’s common stock on the business day prior to the grant date, which closing stock price was $52.13 on December 31, 2015.  The aggregate number of awarded deferred stock units, including accrued dividends thereon, held at December 31, 2016 was:  Ms. Bailey – 31,108; Dr. Behrman – 21,759; Mr. Burke – 12,788; Mr. Cary –21,759; Ms. Dorman –12,788; Mr. Miles –2,611; Mr. Rohr – 35,703; Mr. Thorington – 16,104; Dr. Todd – 32,983; and Ms. Toretti – 3,937.

(4)        This column reflects (i) dividends accrued on deferred stock units to be settled in cash, (ii) annual premiums of $44.55 per director ($22.28 for Mr. Thorington) paid for life insurance and travel accident insurance policies, and (iii) the following matching gifts made to qualifying organizations under the EQT Foundation’s Matching Gifts Program:  $29,800 for Ms. Bailey; $20,000 for Dr. Behrman; $50,000 for Mr. Cary; $50,000 for Mr. Miles; $25,000 for Mr. Rohr; $50,000 for Mr. Shapira; $47,510 for Mr. Thorington; $29,493 for Dr. Todd; and $35,000 for Ms. Toretti.  The non-employee directors may use a de minimis number of tickets purchased by the Company to attend sporting or other events when such tickets are not otherwise being used for business purposes.  The use of such tickets does not result in any incremental costs to the Company.

In addition to compensation earned for his service on EQT’s Board, this column reflects compensation Mr. Thorington received for his service on the EQGP Board, consisting of $139,458 in cash retainers, meeting fees and committee chair fees, EQGP’s share of the life insurance and travel accident insurance policies and an equity grant of EQGP phantom units with a grant date fair value of $65,186.

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EQUITY OWNERSHIP

Stock Ownership of Significant Shareholders

The following shareholders reported to the SEC that they owned more than 5% of the Company’s outstanding common stock:

(1)       Information based on Amendment No. 1 to Schedule 13G filed with the SEC on January 11, 2017, reporting that JPMorgan Chase & Co. has sole voting power over 17,067,607 shares, sole dispositive power over 18,676,587 shares, shared voting power over 79,158 shares and shared dispositive power over 157,458 shares.

(2)       Information based on Amendment No. 5 to Schedule 13G filed with the SEC on February 9, 2017, reporting that The Vanguard Group has sole voting power over 270,113 shares, sole dispositive power over 16,369,015 shares, shared voting power over 44,307 shares and shared dispositive power over 316,560 shares.

(3)       Information based on Amendment No. 8 to Schedule 13G filed with the SEC on January 24, 2017, reporting that BlackRock, Inc. has sole voting power over 12,002,857 shares and sole dispositive power over 13,525,006 shares.

(4)       Information based on Amendment No. 10 to Schedule 13G filed with the SEC on February 7, 2017, reporting that T. Rowe Price Associates, Inc. (T. Rowe Price) has sole voting power over 4,496,593 shares and sole dispositive power over 13,415,052 shares.  According to T. Rowe Price, the shares are owned by various individual and institutional investors for which T. Rowe Price serves as an investment advisor with power to direct investments and/or sole power to vote the securities.  For the purposes of the Exchange Act reporting requirements, T. Rowe Price is deemed to be a beneficial owner of the shares; however, T. Rowe Price expressly disclaims that it is, in fact, the beneficial owner of the shares.

(5)       Information based on Schedule 13G filed with the SEC on February 8, 2017, reporting that State Street Corporation has shared voting power and shared dispositive power over 9,362,350 shares.

(6)       Information based on Schedule 13G filed with the SEC on February 10, 2017, reporting that Boston Partners has sole voting power over 7,135,390 shares, sole dispositive power over 9,149,805 shares and shared voting power over 14,132 shares.

Equity Ownership of Directors and Executive Officers

The following sets forth the number of shares of EQT common stock, EQGP common units and EQM common units beneficially owned by the Company’s directors and named executive officers (as determined under SEC rules) and all directors and executive officers as a group as of February 1, 2017,

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including EQT shares, EQGP common units and EQM common units they had the right to acquire within 60 days after February 1, 2017.

The amounts and percentages of EQT shares, EQGP common units and EQM common units beneficially owned are reported below on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.  Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security.  Except as indicated by footnote, the persons named below have sole voting and investment power with respect to all EQT shares, EQGP common units and/or EQM common units shown as beneficially owned by them, subject to community property laws where applicable, and none of the EQT shares, EQGP common units or EQM common units are subject to a pledge.

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*           Indicates ownership or aggregate voting percentage of less than 1%.

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(1)       This column reflects the number of shares of Company common stock that the executive officers and directors had a right to acquire within 60 days after February 1, 2017 through the exercise of stock options.

(2)       This column reflects shares held of record and shares owned through a broker, bank or other nominee, including, for executive officers’ shares owned through the Company’s 401(k) plan.  For the non-employee directors, this column includes deferred stock units (as described in the “Equity-Based Compensation” discussion included under the caption “Directors’ Compensation” above), including accrued dividends, that will be settled in common stock, over which the directors have no voting or investment power prior to settlement (Ms. Bailey – 12,889 units; Dr. Behrman – 12,888 units; Mr. Burke – 12,888 units; Mr. Cary – 12,888 units; Ms. Dorman – 12,888 units; Mr. Rohr – 16,153 units; Mr. Thorington – 12,888 units; Dr. Todd – 12,888 units and Ms. Toretti – 6,667 units).  For Dr. Behrman and Messrs. Cary and Rohr, this column also includes deferred stock units, including accrued dividends, that will be settled in common stock in connection with the deferral of director fees, over which the directors have sole investment but no voting power prior to settlement (Dr. Behrman – 682 units; Mr. Cary – 4,882 units; and Mr. Rohr – 2,910 units).

(3)       This column reflects the number of deferred stock units granted prior to 2013 held by the non-employee directors through the directors’ deferred compensation plans that will be settled in cash, including:

·                      deferred stock units (as described in the “Equity-Based Compensation” discussion included under the caption “Directors’ Compensation” above), including accrued dividends (Ms. Bailey – 20,949 units; Dr. Behrman – 11,601 units; Mr. Burke – 2,630 units; Mr. Cary – 11,601 units; Ms. Dorman – 2,630 units; Mr. Rohr – 22,280 units; Mr. Thorington – 5,946 units; and Dr. Todd – 22,825 units); and

·                      deferred stock units, including accrued dividends, resulting from the curtailment in 1999 of the directors’ retirement plan (Mr. Rohr – 10,181 units).

(4)       This column reflects for each of the named executive officers and directors, as well as all executive officers and directors as a group, (i) the sum of the shares beneficially owned, the stock options exercisable within 60 days of February 1, 2017 and the deferred stock units that will be settled in common stock, as a percentage of (ii) the sum of the Company’s outstanding shares at February 1, 2017, all options exercisable by the executive officer and director group within 60 days of February 1, 2017 and all deferred stock units that will be settled in common stock upon termination of the directors’ service.  These calculations exclude all deferred stock units included in the column captioned “Deferred Stock Units Payable in Cash”.

(5)       Shares beneficially owned include 50,000 shares that are held in a trust of which Mr. Porges is a co-trustee and in which he shares voting and investment power.

(6)       Shares beneficially owned include 28,012 shares owned by Mr. Schlotterbeck’s wife.

(7)       Shares beneficially owned include 5,000 shares that are held in the Conti Family Foundation and in which Mr. Conti has sole voting and investment power.

As of February 1, 2017, the directors and named executive officers of the Company also held, of record or beneficially through a broker, bank or other nominee, EQGP common units in the following amounts (with respect to Mr. Thorington, this amount also includes phantom units including accrued distributions to be settled in EQGP common units):  Mr. Porges – 56,263 units; Ms. Bailey – 3,241 units; Dr. Behrman – 19,741 units; Mr. Burke – 5,000 units; Mr. Cary – 19,841 units; Ms. Dorman – 19,841 units; Mr. Rohr – 30,940 units; Mr. Thorington – 39,436 units; Dr. Todd – 3,241 units; Mr. Crawford – 100,000 units; and Mr. Gardner – 28,503 units; Mr. Schlotterbeck – 37,762.  As of February 1, 2017, the directors and executive officers of the Company owned, as a group, 396,432 EQGP common units, representing less than 1.0% of the then outstanding EQGP common units.

As of February 1, 2017, the directors and named executive officers of the Company also held, of record or beneficially through a broker, bank or other nominee, EQM common units in the following amounts:  Mr. Porges – 42,148 units; Ms. Bailey – 1,000 units; Mr. Cary – 12,000 units; Ms. Dorman – 11,000 units; Mr. Rohr – 2,655 units; Mr. Thorington – 5,000 units; Dr. Todd – 1,500 units; Mr. Conti – 13,268 units; Mr. Crawford – 32,897 units; Mr. Gardner – 9,359 units; and Mr. Schlotterbeck – 7,897 units.  As of

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February 1, 2017, the directors and executive officers of the Company owned, as a group, 159,000 EQM common units, representing less than 1.0% of the then outstanding EQM common units.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the Company’s directors, executive officers and all persons who beneficially own more than 10% of the Company’s common stock file initial reports of ownership and reports of changes in ownership of the Company’s common stock with the SEC.  As a practical matter, the Company assists its directors and executive officers by monitoring transactions and completing and filing Section 16 reports on their behalf.  Based solely upon the Company’s review of copies of filings or written representations from the reporting persons, the Company believes that all reports that were required to be filed under Section 16(a) of the Exchange Act were filed on a timely basis during 2016 except that Dr. Todd filed a Form 4 on October 5, 2016 for a sale of 500 shares that occurred on January 5, 2016 by his investment advisor without Dr. Todd’s knowledge.

EXECUTIVE COMPENSATION

The Compensation Discussion and Analysis (CD&A) below contains statements regarding future Company performance targets and goals.  These targets and goals are disclosed in the limited context of EQT’s compensation programs, may have been established one or more years ago, and should not be understood to be statements of management’s expectations or estimates of future company results or other guidance.  EQT specifically cautions investors not to apply these statements to other contexts.

Definitions of terms that are used, but not defined, in the CD&A can be found in the “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” below.  The “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” and the CD&A contain references to the Company’s adjusted EBITDA, a financial measure that has not been calculated in accordance with generally accepted accounting principles (GAAP), which is also referred to as a non-GAAP supplemental financial measure.  Attached as Appendix B is a reconciliation of the Company’s 2016 and 2015 adjusted EBITDA to net income, the most directly comparable GAAP financial measure, as well as other important disclosures regarding non-GAAP financial measures.

As shareholders, you are invited to express your view of the compensation paid to the Company’s named executive officers for 2016, as discussed and analyzed below.  In considering how to vote on Item No. 2 below, you should be guided by the following discussion, and should evaluate whether the Management Development and Compensation Committee (or, as used in the CD&A, the Compensation Committee) has adequately aligned the interests of the Company’s named executive officers with those of its shareholders.

Compensation Discussion and Analysis

EQT’s core values include a commitment to operational excellence, integrity and accountability.  The Company believes that after reading this CD&A you will agree that its executive compensation program:

·                             is designed to attract and retain the highest quality named executive officers;

·                             aligns the interests of the Company’s named executive officers with the interests of its shareholders by directly linking executive pay to Company performance;

·                             directly supports the Company’s strategic plan by focusing employee performance on specific drivers; and

·                             is market-based and premised upon informed industry benchmarking.

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In summary, the Company’s compensation program is designed to reward the named executive officers when the Company achieves strong financial and operational results, and the Company believes the 2016 compensation of its named executive officers is consistent with its commitment to link pay with performance.

This CD&A describes the Company’s compensation philosophy and the components of the Company’s compensation program for the Company’s named executive officers included in the Summary Compensation Table below.  In 2016, our named executive officers were:

·                             David L. Porges1, Chairman and Chief Executive Officer;

·                             Robert J. McNally, Senior Vice President and Chief Financial Officer;

·                             Randall L. Crawford2, Senior Vice President;

·                             Lewis B. Gardner, General Counsel and Vice President, External Affairs;

·                             Steven T. Schlotterbeck, President; and

·                             Philip P. Conti3, Senior Vice President, Special Projects and former Senior Vice President and Chief Financial Officer.

The named executive officers of EQT have managerial responsibility for three public companies:  EQT, EQGP and EQM.  At December 31, 2016, EQT owned a 90.1% limited partner interest and the non-economic general partner interest in EQGP, and EQGP in turn owned a 26.6% limited partner interest, the 1.8% general partner interest and all of the incentive distribution rights in EQM.  The named executive officers receive compensation for their services only from EQT.  EQT, in turn, allocates a portion of its compensation costs to EQGP and EQM in accordance with agreements with those organizations.  This proxy statement sets forth the entire compensation paid by EQT to each of the named executive officers.

How We Performed in Fiscal Year 2016

The Company achieved a number of key results in 2016 described in detail in the Company’s annual report on Form 10-K for the year ended December 31, 2016, including, but not limited to, the following:

1  In October 2016, Mr. Porges advised the Company, the EQM General Partner and the EQGP General Partner that he would retire as Chief Executive Officer of each entity.  Effective March 1, 2017, Mr. Schlotterbeck will become the President and Chief Executive Officer of each entity.

2  In January 2017, Mr. Crawford advised the Company that he would step down as Senior Vice President effective February 28, 2017, utilizing the “good reason” termination provisions of his confidentiality, non-solicitation and non-competition agreement.  Mr. Crawford will also cease to be an executive officer of the EQM General Partner on February 28, 2017; and he ceased serving as a director of the EQM General Partner on January 17, 2017.  Effective March 1, 2017, Mr. Crawford will no longer be employed by EQT.

3  In August 2015, Mr. Conti, then Senior Vice President and Chief Financial Officer of EQT, the EQM General Partner and the EQGP General Partner, advised the Company that he intended to retire.  His successor, Robert J. McNally, commenced employment on March 21, 2016, at which time Mr. Conti became, Senior Vice President, Special Projects and Principal Financial Officer of EQT, EQM and EQGP, Mr. Conti having agreed to serve as principal financial officer pending a transition period for Mr. McNally.  Mr. Conti relinquished the title and role of Principal Financial Officer, and ceased service as an executive officer of the Company, on April 22, 2016. Mr. Conti retired on January 2, 2017, at which time he commenced participation in the executive alternative work arrangement described under the caption “Payments to be made Pursuant to Written Agreements with the Named Executive Officers”.

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·                       Production sales volume was 26% higher than 2015;

·                       Proved reserves increased 35% over 2015;

·                       Gathered volume was 21% higher than 2015;

·                       Acquired 145,500 net Marcellus acres, with 92,300 net Utica acres;

·                       Ohio Valley Connector placed in service;

·                       Distributions to EQT from EQGP totaled $150 million; and

·                       Cash and marketable securities at year-end were $1.4 billion (excluding EQM).

In 2016, the Company also completed a number of important transactions and continued activities on a number of important projects:

·                             EQT sold to EQM certain transmission, storage and gathering assets located in southwestern Pennsylvania and northern West Virginia for $275 million;

·                             The Mountain Valley Pipeline project continued in line with expectations;

·                             EQT completed two equity offerings, raising net proceeds of $1.2 billion; and

·                             EQM completed a debt offering raising net proceeds of $491.4 million and sold common units through its “At the Market” offering program raising net proceeds of $217.1 million.

Looking forward to 2017, the Company has positioned itself operationally to increase its capital expenditures as compared with 2016 and to maintain an industry leading cost structure, while leveraging its strong liquidity position.

Pay for Performance Results

The Compensation Committee aims to align the named executive officers’ compensation with the performance of the Company.  In 2016, the Compensation Committee’s independent compensation consultant, Pay Governance, prepared the assessment below of the alignment of the aggregate realizable compensation awarded to the Company’s Chief Executive Officer for the three-year period ending December 31, 2015 (the last year for which information was publicly available) with the performance of the Company on a relative basis during the same three-year period to the 2016 peer group discussed below.

The chart below shows the results of this assessment and compares:

·                             the Company’s composite performance on three factors (earnings before interest, taxes, depreciation and amortization (EBITDA) growth, return on invested capital and total shareholder return (TSR) (weighted equally)) to the performance of the 2016 peer group over the three-year period ending December 31, 2015; and

·                             the total realizable compensation of the Company’s Chief Executive Officer to the total realizable compensation of the chief executive officers of the 2016 peer group over the same period.  Realizable compensation is defined as the sum of: (i) base salary earned during the three-year period, (ii) actual non-equity incentive compensation earned during the three-year period, (iii) aggregate current value of restricted stock grants received during the three-year period, (iv) aggregate in-the-money value of stock option grants received during the three-year period, and (v) for performance plans, the actual payouts for awards beginning and ending during the three-year period and an estimated payout for unvested awards received during the three-year period.