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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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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Notice of Annual Meeting of Shareholders

To Be Held April 18, 2012

The annual meeting of shareholders of EQT Corporation will be held on Wednesday, April 18, 2012, at 9:30 a.m.  We will be in 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 15, 2012, you may vote at this meeting.

At the meeting, we plan to ask you to:

1)                                                Elect the five directors nominated by the Board to serve for new terms;

2)                                                Approve a non-binding resolution regarding the compensation of the company’s named executive officers for 2011 (“say-on-pay”);

3)                                                Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2012;

4)                                                Vote on a shareholder proposal regarding declassification of the company’s Board of Directors if properly presented at the meeting; 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 this proxy statement, and vote your shares as promptly as possible by following the voting instructions included in this proxy statement.

March 9, 2012

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EQT CORPORATION

625 Liberty Avenue, Suite 1700

Pittsburgh, PA 15222-3111

PROXY STATEMENT

We have elected to furnish our proxy statement and annual report to certain of our shareholders over the Internet pursuant to United States Securities and Exchange Commission (“SEC”) rules, which should allow us to reduce costs associated with the 2012 annual meeting of shareholders.  On or about March 9, 2012, 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 on how you can elect to receive a printed copy of the proxy statement and annual report.  All other shareholders will receive a printed copy of the proxy statement and annual report, which will be mailed to such shareholders on or about March 9, 2012.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

EQT Corporation is soliciting proxies for its 2012 annual meeting of shareholders.  This booklet and proxy card 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 at the annual meeting if each is properly presented at the meeting:

·                                          the election to the Board of the five directors nominated by the Board to serve for new terms (Item No. 1);

·                                          the approval of a non-binding resolution regarding the compensation of the company’s named executive officers for 2011 (Item No. 2);

·                                          the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2012 (Item No. 3);

·                                          a shareholder proposal regarding the declassification of the company’s Board of Directors (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 through 3.  Your Board of Directors recommends that you vote AGAINST Item No. 4.

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.

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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 15, 2012.  For each item presented for vote, you have one vote for each share you own.

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 March 9, 2012, 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 and how to vote online.  If you received an eProxy Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request it.  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 you how you may submit your proxy over the Internet.  If you received an eProxy Notice by mail and would like to receive a printed copy of our proxy materials, 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 and as a beneficial owner?

If your shares are registered directly in your name with EQT’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 who 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 instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet.

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 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.proxyvoting.com/eqt; or

·                              by following the instructions for telephone voting after calling 1-866-540-5760.

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 company’s Dividend Reinvestment and Stock Purchase Plan. If you vote by proxy, your shares will be voted as indicated in your properly completed unrevoked proxy.  If you 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

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you do not return a proxy card or do not vote 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 mail back the proxy card.  Even if you plan to attend the meeting, we encourage you to vote by proxy as soon as possible.

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

If your broker holds your shares in “street name,” you should receive either an eProxy Notice or a voting instruction card and proxy statement.  Please follow the instructions (including the date by which your voting instructions must be received) on your eProxy Notice or instruction card in order for your shares to be voted.  Except in the case of shares held through the Employee Savings Plan, Savings and Protection Plan, 1999 Long-Term Incentive Plan (the “1999 LTIP”) and 2009 Long-Term Incentive Plan (the “2009 LTIP”, collectively with the 1999 LTIP, the “LTIPs”), 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.  See the caption “Is my vote important and how are the votes counted?” below for the right of banks and brokers to vote on routine matters for which they have not received voting instructions.

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

Individuals holding shares through the Employee Savings Plan or the Savings and Protection Plan will receive separate voting direction cards for those plans.  The trustee of the Employee Savings Plan and the Savings and Protection 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.proxyvoting.com/eqt; or

·                              by following the instructions for telephone voting after calling 1-866-540-5760.

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 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 mail back the direction card.

How do I vote restricted shares held through the LTIPs?

Employees holding restricted shares through the 1999 LTIP or 2009 LTIP will receive a separate voting direction card for those plans.  The administrator of the LTIPs 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 envelope provided.

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If you return a direction card with no instructions, the administrator 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 returned in order for your shares to be voted.

How do I vote shares acquired through the Employee Stock Purchase Plans?

Employees holding shares acquired through the 2008 Employee Stock Purchase Plan or its predecessor (the “Employee Stock Purchase Plans”) will receive a separate voting instruction card covering all shares held in their individual account from the plan recordkeeper.  The recordkeeper for the Employee Stock Purchase Plans will vote your shares (a) in accordance with the instructions on your returned voting instruction card or (b) in its discretion on routine proposals such as the ratification of Ernst & Young LLP as independent registered public accounting firm, if you do not return a direction card or if you return a direction card with no instructions.  Please review your instruction card for the date by which your instructions must be received in order for your shares to be voted.

May I change my vote?

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

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

·                              voting in person at the meeting; or

·                              notifying the Corporate Secretary of EQT in writing that you are revoking your proxy.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record.  Except in the case of shares held through the Employee Savings Plan, Savings and Protection Plan, 1999 LTIP or 2009 LTIP, you may also vote in person at the meeting if you obtain a legal proxy from your broker, bank or other holder of record.

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

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 358015, Pittsburgh, PA 15252, at its toll free number (800-589-9026) or on its website at www.bnymellon.com/shareowner/equityaccess.  If you receive more than one voting instruction card, please contact the bank or broker 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 will receive only one copy of our 2011 Annual Report on Form 10-K and proxy statement 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.

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If a shareholder of record residing at a household to which we sent only one copy of our 2011 Annual Report on Form 10-K and proxy statement wishes to receive separate documents in the future, he or she may discontinue householding by contacting our transfer agent, Computershare, at P.O. Box 358015, Pittsburgh, PA 15252, at its toll free number (800-589-9026) or on its website at www.bnymellon.com/shareowner/equityaccess.  If you are an eligible shareholder of record receiving multiple copies of our 2011 Annual Report on Form 10-K and proxy statement, you can request householding by contacting us in the same manner.  If you own your shares through a bank, broker or other nominee, you can request householding by contacting the nominee.

If a shareholder of record residing at a household to which we sent only one copy of our 2011 Annual Report on Form 10-K and proxy statement wishes to receive an additional copy for this meeting, he or she may contact the Corporate Secretary of EQT Corporation at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222 or by phone at 412-553-5891.  The company will promptly deliver, upon request, a separate 2011 Annual Report on Form 10-K and proxy statement 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 bank, broker 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 bank, broker or other holder of record does not have discretionary authority to vote.  This is called a “broker non-vote.”  In these cases, the bank, broker 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 the rules of the New York Stock Exchange (“NYSE”).

Is my vote important and how are the votes counted?

Your vote is very important.  Each share of EQT stock that you own 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 annual 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.  The following are the voting requirements to elect the five nominees 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:

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For purposes of the approval of Item Nos. 1 through 4, 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, broker non-votes and votes withheld from director-nominees 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 meeting?

Since no shareholder has indicated an intention to present any matter not included in this proxy statement to the 2012 annual meeting in accordance with the advance notice provision in the company’s by-laws, the Board is not aware of any other proposals for the meeting.  If another proposal is 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 meeting if you were a shareholder on February 15, 2012.  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 or by writing

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to the Corporate Secretary of EQT Corporation.  See the caption “How do I contact EQT’s Corporate Secretary?” above.  If a broker holds your shares, you must include proof of your ownership of EQT stock, such as a copy of your brokerage account statement or an omnibus proxy, which you can get from your broker, 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, camera phones, phones, computers, recording equipment, electronic devices, large bags or packages will be permitted in the annual 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.

What is the total number of outstanding shares?

At the close of business on February 15, 2012, the record date for the meeting, EQT Corporation had 149,717,893 shares of common stock outstanding.

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 and officers participate in this solicitation, they will not receive any compensation for their participation, other than their normal compensation.  D.F. King & Co., Inc. assists EQT with the solicitation for a fee of $7,500 plus reasonable out-of-pocket expenses.  EQT also reimburses 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 of the shareholders or recommend individuals as possible director-nominees to the Corporate Governance Committee 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 Corporate Secretary.  See the caption “How do I contact EQT’s Corporate Secretary?” above.  According to the company’s by-laws, we must receive notice of nominations for the 2013 annual meeting not earlier than the close of business on the 120th day, and not later than the close of business on the 90th day, prior to April 18, 2013, the one-year anniversary of this year’s annual meeting.

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 EQT’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 Committee to consider the recommendation.

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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 about the nominating shareholder (see the caption “Director Nominations” under “Corporate Governance and Board Matters” for details).  For additional information, contact the Corporate Secretary.

When are shareholder proposals due?

Under the rules of the SEC, eligible shareholders may submit proposals for inclusion in the proxy statement for our 2013 annual meeting.  Shareholder proposals must be submitted in writing and must be received by the Corporate Secretary at the address provided previously in this proxy statement by November 9, 2012 for them to be considered for inclusion in the 2013 proxy statement.

Under the company’s by-laws, you may present proposals in person at the 2013 annual meeting if you are a shareholder entitled to vote.  The Corporate Secretary must receive any proposals to be presented, which will not be included in next year’s proxy statement, not earlier than the close of business on the 120th day, and not later than the close of business on the 90th day, prior to April 18, 2013, the one-year anniversary of this year’s annual meeting.  Proposals received outside that time period, including any proposal nominating a person as a director, may not be presented at the annual meeting.  All proposals must be accompanied by the information required by Section 1.09 of the company’s by-laws (a copy of which will be provided to any shareholder upon written request).

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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 all nominees for the Board of Directors.

The Board of Directors of EQT Corporation currently has twelve members, who are divided into three classes.  The classes are as equal in number as is possible depending on the total number of directors at any time.  Generally, directors are elected for three-year terms.  Each director’s term expires upon the earlier of the end of such term or the annual meeting following such director’s seventy-fourth birthday.  The classes are arranged so that the terms of the directors in each class expire at successive annual meetings.  This means that the shareholders elect approximately one-third of the members of the Board of Directors annually.  Directors elected by the Board hold office for a term expiring at the next annual meeting of shareholders.  Notwithstanding the expiration date of his or her term, each director holds office until his successor is elected and qualified.  The terms of five directors expire at this annual meeting.  Mr. Kenneth M. Burke was elected by the directors in January 2012 and has been nominated to serve for a term of one year to expire at the 2013 annual meeting of shareholders.  Ms. Margaret K. Dorman was also elected by the directors in January 2012 and has been nominated to serve for a term of two years to expire at the 2014 annual meeting of shareholders.  Three other directors, Philip G. Behrman, Ph.D., A. Bray Cary, Jr., and Lee T. Todd, Jr., Ph.D., have each been nominated to serve for a term of three years to expire in 2015.  Mr. Gerber retired from the Board of Directors on January 5, 2012, and Ms. Jeremiah will retire from the Board of Directors when her term expires at the annual meeting of shareholders.  The company is grateful to both Mr. Gerber, whose service on the board spanned nearly 14 years, and Ms. Jeremiah, whose service on the board spans over 9 years, for their dedicated service and many contributions to the company’s success.

The persons named as proxies will vote for the nominees named, unless you withhold authority to vote for any one or more of them.  The five nominees for election have agreed to serve if elected, and management 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.  Votes may not be cumulated.

In addition, under the company’s by-laws, 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 of Directors will decide whether to accept the tendered resignation not later than 90 days after the certification of the election.  Any determination by the Board 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 all nominees for the Board of Directors.

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NOMINEE TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2013

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CORPORATE GOVERNANCE AND BOARD MATTERS

Meetings of the Board of Directors and Committee Membership

The Board of Directors held six regular meetings and one special meeting during 2011.  The independent directors met 7 times in executive session without any officer of the company present.  During 2011, attendance at all Board meetings averaged 98.7%.  The company encourages its directors to attend the annual meeting of the shareholders, and it has been their practice to do so.  All but one director then in office attended the company’s 2011 annual meeting of shareholders.

In 2011, the Board formed the Public Policy and Corporate Responsibility Committee to provide advice and direction to management and the full Board with respect to certain industry, legislative and regulatory activities applicable to the company.  Ms. Bailey serves as Chair of the new committee, whose other members include Ms. Jeremiah and Messrs. Cary, Porges and Shapira.

The five standing committees of the Board are the Audit, Management Development and Compensation, Corporate Governance, Public Policy and Corporate Responsibility and Executive Committees.  The Corporate Governance Committee serves as the nominating committee for the company.  The Board may from time to time form new committees, disband an existing committee, and delegate additional responsibilities to a committee.  In 2011, each director attended at least 87.5% of all meetings of the Board and of the committees on which the director served.

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The table below sets forth membership at February 1, 2012 and meeting information for the 2011 fiscal year for each Board committee:

The responsibilities of the committees 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.  The members and main responsibilities of each committee are as follows:

Audit Committee

·                              Comprised of Mses. Bailey, Dorman and Jeremiah, Dr. Behrman and Messrs. Thorington (Chair) and Burke, who are all non-employee, independent directors.

·                              Each member of the Committee is financially literate.  Additionally, the Board of Directors has determined that each of Ms. Dorman and Messrs. Burke and Thorington qualifies as an “audit committee financial expert” as such term is defined under the SEC’s regulations.  Shareholders should understand that this designation is a disclosure requirement of the SEC related to Ms. Dorman’s and Messrs. Burke’s and Thorington’s experience and understanding with respect to certain accounting and auditing matters.  The designation does not impose upon them any duties, obligations or liability that are greater than are generally imposed on him or her as a member of the Audit Committee and the Board.  As audit committee financial experts, Ms. Dorman and Messrs. Burke and Thorington also have accounting or related financial management expertise under the NYSE rules.

·                              Assists the Board by overseeing:

·                  the accounting and financial reporting processes of the company

·                  the audits of the financial statements of the company

·                  the integrity of the company’s financial statements

·                  the qualifications, independence and performance of the company’s registered public accountants

·                  the qualifications and performance of the company’s internal audit function

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·                  the compliance by the company with legal and regulatory requirements, including the company’s Code of Business Conduct and Ethics

·                              Responsible for reviewing and discussing with management and the company’s registered public accountants the company’s major risk exposures and the policies management has implemented to monitor and control such exposures.

·                              Responsible for hiring, overseeing and compensating the company’s independent auditors.

Management Development and Compensation Committee

·                              Comprised of Messrs. Cary and Rohr and Dr. Todd (Chair), who are all non-employee, independent directors.

·                              Discharges the Board’s responsibilities relating to compensation of the company’s executive officers by, among other things:

·                  determining and approving, based on the Corporate Governance Committee’s evaluation of the Chief Executive Officer’s performance for the prior year and in light of the goals and objectives established by the Corporate Governance Committee for the upcoming year, the Chief Executive Officer’s compensation level

·                  reviewing and approving the performance of, and compensation structure for, all executive officers of the company

·                  reviewing and approving employment or severance agreements for executive officers

·                  reviewing and approving compensation plans for executive officers

·                              Provides oversight and, as required, administration of the company’s benefit plans, incentive-based compensation plans and equity-based plans.

·                              Reviews the company’s succession plan for all executive officers other than the Chief Executive Officer.  The succession plan for the Chief Executive Officer is reviewed by the Board.

·                              Reviews the risk assessment of the company’s compensation policies and practices.

Corporate Governance Committee

·                              Comprised of Messrs. Cary, Miles (Chair) and Shapira, who are all non-employee, independent directors.

·                              Establishes and recommends to the Board the requisite skills and characteristics to be found in, and identifies individuals qualified to serve as members of the Board consistent with criteria approved by the Board and recommends to the Board the director-nominees for each annual meeting of shareholders.

·                              Recommends to the Board independence determinations for each director.

·                              Develops and recommends to the Board a set of corporate governance guidelines.

·                              Recommends Committee membership, including a Chair, for each Committee.

·                              Recommends to the Board nominees to serve as the Lead Independent Director.

·                              Identifies and approves corporate goals and objectives relevant to the compensation of the chief executive officer of the company and annually reviews the chief executive officer’s performance against such goals and objectives, after receiving input from the Lead Independent Director.

·                              Provides oversight for the evaluation process of the Board and its Committees.

·                              Recommends an appropriate compensation structure for the directors, including administration of stock-based plans for the directors.

·                              Reviews related person transactions under the company’s related person transaction approval policy (the “related person policy”).

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Public Policy and Corporate Responsibility Committee

·                              Formed in 2011

·                              Comprised of Mses. Bailey (Chair) and Jeremiah and Messrs. Cary, Porges and Shapira.

·                              Reviews and provides input and direction to management and the Board about the company’s approach to the company’s activities regarding industry, legislative and regulatory activities that pertain to:

·                  environmental, health and safety matters

·                  government affairs, including participation in industry and other organizations that express views about legislative and regulatory affairs

·                  matters likely to influence the company’s reputation

Executive Committee

·                              Comprised of Ms. Bailey and Messrs. Miles, Rohr (Chair), Dr. Todd and Mr. Thorington, who are all non-employee, independent directors and Mr. Porges, Chairman, President and Chief Executive Officer.

·                              Has the authority to act in all matters that the full Board may act upon when the Board is not in session, unless limited by a resolution of the Board and except to the extent limited by law.

Compensation Process

Establishing Target Total Direct Compensation

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

Establishing Annual and Long-Term Incentive Programs

The Management Development and Compensation Committee annually approves plan design, including performance metrics 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 consultant and the Committee, usually span several meetings before a design is approved.

After the end of the performance period for any performance award, the Management Development and Compensation Committee certifies the level at which the performance measures were satisfied and approves the amount of incentive award payable to each executive officer.

Equity Grants

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

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The Committee has delegated to Mr. Porges, in his capacity as a director, the authority to grant a limited number of restricted shares to non-executive officers under the following circumstances:

·                              to newly hired or recently promoted employees on the condition that no award exceed the 50th percentile of the market in value, except as may result from an award being rounded-up to the next highest number of shares evenly divisible by 10;

·                              to other employees in recognition of exceptional performance on the condition that no award exceed 1,000 shares; and

·                              to employees who participate in the company’s educational assistance program on the condition that no individual award exceed 500 shares.

The Committee has also delegated to Mr. Porges, in his capacity as a director, the authority to grant to non-executive officers awards under the 2011 and 2012 long-term incentive programs in an amount not to exceed $1 million for each program.

All such restricted stock and long-term incentive awards must be made on standard terms approved by the Committee and are reported to the Committee for informational purposes at its next meeting.  Mr. Porges authorizes restricted stock 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 amount to make such grants.

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

Compensation Consultants

The Management Development and Compensation Committee has the sole power to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.  During 2011, the Committee utilized Pay Governance, LLC (“Pay Governance”) as its compensation consultant.

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

During 2011, Pay Governance provided market data and counsel regarding executive officer compensation programs and practices, including specifically:

·                                        comparator group benchmarking;

·                                        peer group identification and assessment;

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

·                                        marketplace compensation trends in the company’s industry and generally.

In 2011, Pay Governance also provided limited compensation benchmarking to the company and director compensation services to the Corporate Governance Committee.  Pay Governance’s fees for services not related to the Management Development and Compensation Committee or the Corporate Governance Committee in 2011 were less than $15,000.

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Role of Senior Management

Senior management of the company has an ongoing dialogue with the Management Development and Compensation Committee and the Committee’s 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 compensation consultant and frequently modified by the Committee prior to ultimate adoption.  The Committee engages in active discussions with the Chief Executive Officer concerning:  (i) who should participate in programs and at what levels, (ii) which performance metrics should be used, (iii) the determination of performance targets and (iv) whether and to what extent performance metrics 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 Committee and our policies and procedures regarding executive compensation, including the role of executive officers in recommending executive compensation, below under “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.  The Board believes that the questions of 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, should be addressed from time to time as circumstances require.  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.

Effective May 2011, the company’s Board of Directors elected Mr. Rohr as its Lead Independent Director.  In this capacity, Mr. Rohr’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 of the Board 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;

·                              leading a review of the performance of the Chairman of the Corporate Governance Committee;

·                              facilitating the self-assessment process with respect to individual directors;

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

·                              serving as the Chairman of the Executive Committee of the Board.

This service complements Mr. Porges’ role as Chairman by allowing directors, shareholders and other constituents a direct contact to an independent member of the Board.

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The 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.  This responsibility is largely satisfied by the Audit Committee, which is responsible for reviewing and discussing with management and the company’s registered public accountant the company’s major risk exposures and the policies management has implemented to monitor such exposures, including the company’s financial risk exposures and risk management policies.  The Management Development and 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 risk through a Corporate Risk Committee consisting of certain executive officers and business unit and functional leaders, including the company’s Corporate Director of Enterprise Risk Management.  The Corporate Risk Committee meets 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 of Enterprise Risk and Compliance reports the results of each Corporate Risk Committee meeting to the Audit Committee.  The Audit Committee reviews and assesses the report of the Corporate Director of Enterprise Risk and Compliance and determines whether any further action is required.  The Audit Committee Chair reports such discussions to the full Board of Directors from time to time.

Compensation Policies and Practices and Risk Management

In early 2012, members of the company’s senior management, with the assistance of Pay Governance, the Management Development and Compensation Committee’s consultant, conducted a risk assessment of the company’s compensation programs for all employees.  The results of such assessment were presented to the Management Development and Compensation Committee. Based on the assessment, the company and Committee believe that the compensation programs are balanced and do not create risks reasonably likely to have a material adverse impact on the company.  Important factors taken into account include, but are not limited to, the following:

·                              the company does not use highly leveraged short-term incentives that drive high risk investments at the expense of long-term company value;

·                              the company’s annual incentive compensation is based on balanced performance metrics that promote disciplined progress towards longer-term goals, and payments are capped;

·                              the performance periods and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period at the expense of performance in other periods;

·                              the company’s compensation programs reward consistent, long-term performance by heavily weighting compensation to long-term incentives that reward sustainable stock, financial, and operating performance;

·                              variations of the company’s compensation programs have been in place for many years and the company has seen no evidence that they encourage excessive risk taking;

·                              the Management Development and Compensation Committee has authority to exercise downward discretion to reduce or eliminate payouts under all of the company’s compensation programs; and

·                              the company’s stock ownership guidelines require executives to hold meaningful stock ownership, linking their interests to the interests of shareholders.

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

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of the Board and recommending to the Board the director-nominees for each annual meeting of shareholders.  The 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.  In 2011, a third-party search firm identified Ms. Dorman and Mr. Burke, among others, as Board candidates to the Committee and after a screening process and recommendation by the Committee, the Board elected Ms. Dorman and Mr. Burke to the Board effective January 6, 2012.  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 Committee’s charter, the 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, c/o 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 by-laws (a copy of which will be provided to any shareholder upon written request), including, but not limited to, the proposing person’s notice setting forth the information required by Section 1.09 of the company’s by-laws and the nominee’s written questionnaire required by Section 1.10 of the company’s by-laws with respect to the background and qualification of such nominee and the background of any other person or entity on whose behalf the nomination is being made, a written representation and agreement of the nominee in the form provided by the Corporate Secretary, and 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.

See the caption “How do I contact EQT’s Corporate Secretary?” under “Questions and answers about the annual meeting.”

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 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 Committee, the best match for the Board.  The 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.

In identifying director candidates, the Committee utilizes the following guidelines:

Individual qualifications

·                              Possesses integrity, competence, insight, creativity and dedication together with the ability to work with colleagues while challenging one another to achieve superior performance

·                              Has attained prominent position in his or her field of endeavor

·                              Possesses broad business experience

·                              Has ability to exercise sound business judgment

·                              Is able to draw on his or her past experience relative to significant issues facing the company

·                              Has experience in the company’s industry or in another industry or endeavor with practical application to the company’s needs

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·                              Has sufficient time and dedication for preparation as well as participation in Board and Committee deliberations

·                              Has no conflict of interest

·                              Meets such standards of independence and financial knowledge as may be required or desirable

·                              Possesses attributes deemed appropriate given the then current needs of the Board

Composition of the Board as a whole

·                              A diversity of background, perspective and skills related to the company’s business

·                              A diversity of race, gender and age

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 in “Item 1 - Election of Directors”, 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 an appropriate diversity consistent with the guidelines set forth above.

Contacting the Board

You may contact the Board of Directors, or any individual director, by writing to the Lead Independent Director c/o EQT Corporation, 625 Liberty Avenue, Pittsburgh, PA 15222, Attn: Lead Independent Director or by sending an email to presidingdirector@eqt.com.  See the caption “How do I contact EQT’s Corporate Secretary?” under “Questions and answers about the annual meeting.”

Governance Principles

EQT maintains a corporate governance page on its website which 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 of the Board of Directors.  The corporate governance page can be found at www.eqt.com, by clicking on the “Investors” link on the main page and then “Corporate Governance.”  EQT will provide a copy of its corporate governance guidelines, code of business conduct and ethics and any of the foregoing Board Committee charters upon request by a shareholder to the Corporate Secretary.  See the caption “How do I contact EQT’s Corporate Secretary?” under “Questions and answers about the annual meeting.”

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

·                              The Board of Directors has adopted clear corporate governance guidelines

·                              Eleven of the twelve members of the Board are independent of EQT 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 Committees of the Board of Directors - 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 reflects legal requirements and good corporate governance

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·                              The Board of Directors and each of the key Committees engage in annual self-evaluations

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

·                              EQT has a code of business conduct and ethics applicable to all employees and directors of the company

·                              The Corporate Governance Committee of the Board of Directors reviews the company’s governance policies and practices periodically and makes recommendations to the Board

Pursuant to the company’s by-laws, each director-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 of Directors will decide whether to accept the tendered resignation not later than 90 days after the certification of the election.  Any determination by the Board 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 filed with the SEC.

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 which has such a relationship with the company).  To assist it in determining director independence, the Board established guidelines which conform to the independence requirements of the NYSE.

The Board will consider all relevant facts and circumstances in making an independence determination.  Under the company’s corporate governance guidelines, a director will not be independent if:

·                              Within the last three years the director was employed (or an immediate family member of the director was employed as an executive officer) by the company, or received more than $120,000 in direct compensation during any 12-month period (other than director and committee fees and deferred compensation for prior service which is not contingent in any way on continued service) from the company

·                              The director or an immediate family member is a current partner of a firm that is the company’s internal or external auditor (in each case “company auditor”)

·                              The director is a current employee of a company auditor

·                              The director has an immediate family member who is a current employee of a company auditor and who personally works on the firm’s audit of the company

·                              Within the last three years the director or an immediate family member was (but no longer is) a partner or employee of a company auditor and personally worked on the company’s audit within that time

·                              Within the last three years a company executive officer was on the compensation committee of the board of directors of a company which employed the company director as an executive officer, or which employed an immediate family member of the director as an executive officer

·                              The director is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the company for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues

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In assessing the independence of a director, the Board considers the materiality of charitable contributions made by the company to any tax-exempt organization for which the director serves as an executive officer.  During the past three fiscal years, the company has not made, in any single fiscal year, contributions to any tax-exempt organization for which any director serves as an executive officer that exceeded the greater of $1 million, or 2% of such tax-exempt organization’s consolidated gross revenues.  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 “Review, Approval or Ratification of Transactions With Related Persons” below) under the company’s related person policy, is deemed to be an immaterial relationship not requiring consideration by the Board in assessing independence.

Based on the independence standards set forth in the company’s corporate governance guidelines, the Board of Directors has determined that the following directors have met the above standards and are independent of EQT and its management:  Mses. Bailey, Dorman and Jeremiah, Drs. Behrman and Todd, and Messrs. Burke, Cary, Miles, Rohr, Shapira and Thorington.  Mr. Porges, who is an executive officer of the company, is the only director who is not independent.

In addition to the NYSE independence requirements, each member of the Audit Committee is independent under the rules of the SEC, and each member of the Management Development and Compensation and the Corporate Governance Committees is independent under the requirements of the Internal Revenue Code (the “Code”) and a non-employee director under the rules of the SEC.

The ownership of stock in the company by directors is encouraged and is not in itself a basis for a director to be considered as not independent, provided that it may preclude participation on the Audit Committee of the company if the magnitude of such ownership is sufficient to make the director an “affiliated person” of the company as described in the Audit Committee Charter.  See the caption “Equity-Based Compensation” under “Directors’ Compensation” for a description of the stock ownership guidelines for directors.

Review, Approval or Ratification of Transactions With Related Persons

Under the company’s related person transactions approval policy, company management, with the assistance of the company’s law 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 which 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 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 of any of the foregoing persons.

Under the policy, certain transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for individual approval.  The transactions which are automatically pre-approved include (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

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or director of the company and the compensation paid to the executive officer was approved by the Management Development and 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 a director or immediate family member of the director’s only relationship is as an employee or executive officer, a director, or 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 revenues; (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) any charitable contribution, grant or endowment 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 revenues.

The related person 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 director’s or executive officer’s 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, executive officers, and assessments by company management, the Corporate Governance Committee determined that there are no Related Person Transactions to be reported in this proxy statement.

Compensation Committee Interlocks and Insider Participation

During all of 2011, Dr. Todd and Messrs. Cary and Rohr served as members of the Management Development and Compensation Committee.  None of these members of the Management Development and Compensation Committee 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 directors is an executive officer of another entity, at which one of the company’s executive officers serves as a director.

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 2011, the Corporate Governance Committee engaged Pay Governance, the same compensation consultants used by the Management Development and Compensation Committee during 2011, to conduct an annual review of the total compensation for non-employee directors.  Specifically, retainer fees, meeting fees, chairperson premiums, stock-based long-term incentives and director matching gift

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benefits were evaluated using, as the competitive benchmark, levels of total compensation paid to directors of:

·                              the 435 general industry companies with revenues of $1 billion to $4 billion that are identified in Appendix A; and

·                              the following 25 energy industry companies:

These companies also comprise the company’s peer group for the 2012 EPIP (as defined in “Narrative Disclosure to Summary Compensation Table and 2011 Grants of Plan-Based Awards Table”), except for El Paso Corporation, which agreed to be acquired prior to the adoption of the 2012 EPIP and was replaced in that peer group with Whiting Petroleum Corporation.

Set forth below is a description of the compensation of the company’s non-employee directors.

Cash Compensation

·                              An annual cash retainer of $50,500 is paid on a quarterly basis.

·                              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.  For Management Development and Compensation, Corporate Governance, Public Policy and Corporate Responsibility and Executive Committee Chairs, an annual committee chair retainer of $7,500.  These fees are paid on a quarterly basis.

Equity-Based Compensation

·                              In 2003, the company began granting, on an annual basis, to each director stock units that vested upon award and that are payable on a deferred basis under the directors’ deferred compensation plans.  The deferred stock units represent one vehicle used by the company to deliver compensation to directors for their annual service on the board.  The 2011 annual grant was comprised of a total of 2,460 deferred stock units which were awarded on January 3, 2011 to each non-employee director who was a member of the Board at that time.  Each director serving on the board on January 4, 2012 received an award of 2,300 deferred stock units.  Mr. Burke and Ms. Dorman also received an award of 2,570 deferred stock units on January 30, 2012.  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 stock units.  The value of the stock units

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will be paid in cash on the earlier of the director’s death or termination of service as a director.

·                              Newly elected 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 stock ownership guidelines which require them to hold shares (or share equivalents, including deferred stock units) with a value equal to at least three times the annual cash retainer.  Under the guidelines, directors have up to two years to acquire a sufficient number of shares (or share equivalents, including deferred stock units) to meet this requirement.  Other than Ms. Dorman and Mr. Burke, both of whom joined the Board in January 2012, each of the company’s non-employee directors satisfies the stock ownership guidelines.

Deferred Compensation

·                              The company has a deferred compensation plan 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 retainer 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 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 installments.  Distributions commence following termination of service as a director.  The directors’ deferred compensation accounts are unsecured obligations of the company.  Dr. Behrman and Messrs. Cary and Rohr deferred fees under the plan in 2011.  The pre-existing 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

·                              To further the company’s support for charitable giving, 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 the director to eligible charities, up to an aggregate total of $25,000 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 $500,000 gift funded by a life insurance policy purchased by EQT Corporation.  The directors do not receive any financial benefit from this program because the charitable deductions accrue solely to the company.

·                              The company reimburses directors for their travel and related expenses in connection with attending Board meetings and Board-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 2011 compensation of the company’s non-employee directors:

(1)         Ms. Dorman and Mr. Burke were elected to the Board on January 6, 2012 and therefore did not receive any compensation from the company in 2011.

(2)         Includes cash retainer, 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 value of the deferred stock units awarded to each director during 2011.  On January 3, 2011, the company granted 2,460 deferred stock units to each non-employee director who was a member of the Board at the time of grant.  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 $44.84 on December 31, 2010.  The aggregate number of deferred stock units held at December 31, 2011 was:  Ms. Bailey – 18,173; Dr. Behrman – 9,037; Mr. Cary – 9,037; Ms. Jeremiah – 22,664; Mr. Miles – 22,664; Mr. Rohr – 22,664; Mr. Shapira – 22,664; Mr. Thorington – 3,511; and Dr. Todd – 20,007.  The company has not issued stock options to non-employee directors since 2002.  No non-employee director has any outstanding stock options.

(4)       This column reflects (i) dividends accrued on deferred stock units and annual premiums of $55.52 per director paid for personal life insurance policies, and (ii) the following matching gifts made by the company to qualifying organizations under the EQT Foundation’s Matching Gifts Program:  $25,000 for each of Drs. Behrman and Todd, Messrs. Cary and Shapira, and Ms. Jeremiah; $7,300 for Mr. Thorington; $13,500 for Mr. Miles; and $5,000 for Ms. Bailey.  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 do not result in any incremental costs to the company.

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STOCK OWNERSHIP

Significant Shareholders

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

(1)       Information based on Amendment No. 3 to Schedule 13G filed with the SEC on February 8, 2012,  reporting that BlackRock, Inc. has sole voting and dispositive power over 16,008,635 shares.

(2)       Information based on Amendment No. 2 to Schedule 13G filed with the SEC on February 9, 2012,  reporting that T. Rowe Price Associates, Inc. has sole voting power over 2,694,000 shares and sole dispositive power over 8,626,766 shares.

(3)    Information based on Schedule 13G filed with the SEC on February 9, 2012, reporting that Vanguard Group, Inc. has sole voting power over 205,479 shares and sole dispositive power over 7,825,515 shares.

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Stock Ownership of Directors and Executive Officers

The following table sets forth the number of shares of EQT Corporation common stock beneficially owned by directors and named executive officers and all directors and executive officers as a group as of February 1, 2012, including shares they had the right to acquire within 60 days after February 1, 2012.  The directors and named executive officers have sole investment and voting power unless otherwise noted.

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

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(1)       This column reflects the number of shares of EQT Corporation common stock that the officers and directors had a right to acquire within 60 days after February 1, 2012 through exercise of stock options.

(2)    This column reflects shares held of record and shares beneficially owned through a bank, broker or other nominee.  It also includes, for executive officers, shares beneficially owned through the Employee Savings Plan and the Employee Stock Purchase Plans.  Brokerage account agreements may grant security interests in securities held at the broker to secure payment and performance obligations of the brokerage account holder in the ordinary course.  Shares shown in the table for the directors and executive officers may be subject to this type of security interest.

(3)    This column reflects the number of shares and share units held through the directors’ deferred compensation plans, which shares and share units include (i) the deferred stock units discussed in the “Equity-Based Compensation” discussion included in the “Directors’ Compensation” section above, (ii) the deferred shares held by directors resulting from the curtailment in 1999 of the directors’ retirement plan, and (iii) shares acquired in connection with the deferral of director fees.  The number of deferred shares (including accrued dividends) held at February 1, 2012 as a result of the 1999 curtailment of the directors’ retirement plan was:  Mr. Rohr – 9,950; and Mr. Shapira – 32,267.  The number of deferred shares (including accrued dividends) held at February 1, 2012 as a result of the deferral of director fees was: Dr. Behrman – 5,505; Mr. Cary – 6,518; Ms. Jeremiah – 10,241; Mr. Miles – 6,201; and Mr. Rohr – 1,442.

(4)       This column reflects the sum of the individual’s (or individuals’) shares beneficially owned plus stock options exercisable within 60 days of February 1, 2012 as a percent of the sum of the company’s outstanding shares at February 1, 2012 plus all options exercisable within 60 days of February 1, 2012.  This calculation excludes all restricted stock and deferred share equivalent units.

(5)    Shares beneficially owned include 6,300 shares that are held in a trust of which Mr. Shapira is a co-trustee and in which he has a beneficial interest and voting and investment power.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that our directors, executive officers and all persons who beneficially own more than 10% of EQT Corporation’s common stock file initial reports of ownership and reports of changes in ownership of our 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 for the company’s executive officers and directors that were required to be filed under Section 16(a) of the Securities Exchange Act of 1934 were filed on a timely basis.

EXECUTIVE COMPENSATION

The following Compensation Discussion and Analysis (“CD&A”) 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 2011 Grants of Plan-Based Awards Table” below.  The CD&A contains numerous references to financial measures that have not been calculated in accordance with generally accepted accounting principles, which are also referred to as non-GAAP financial

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measures.  Attached as Appendix B is a reconciliation of each disclosed non-GAAP financial measure to the most directly comparable GAAP financial measure.

As shareholders, you will be invited to express your view of the compensation paid to the company’s named executive officers for 2011, as discussed and analyzed below.  In considering how to vote in Item 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 “Committee”) has adequately aligned the interests of EQT’s named executive officers with those of our shareholders.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

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 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.

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 2011 compensation of its named executive officers is consistent with its commitment to link pay with performance.

The company achieved a number of key financial and operational results in 2011 that are described in detail in the annual report on Form 10-K for the year ended December 31, 2011, including, but not limited to, the following:

·                              earnings of $479.8 million, 111% higher than the $227.7 million earned in 2010;

·                              record annual production sales volumes of 194.4 Bcfe, 44% higher than in 2010;

·                              Marcellus proved reserves increased by 19%;

·                              unit lease operating expense, excluding production taxes (LOE), decreased 17% in 2011, to $0.20 per Mcfe. Including production taxes, LOE was $0.40 per Mcfe;

·                              record EQT Midstream throughput and operating income;

·                              raising approximately $1.4 billion in support of the company’s 2011 and 2012 capital development efforts through the sale of the Langley natural gas processing complex and the associated natural gas liquids pipeline, the sale of the Big Sandy Pipeline and a public offering of senior notes;

·                              commissioning a natural gas vehicle fueling station in Pittsburgh, Pennsylvania; and

·                              excellent safety and environmental performance in each of our business units.

Pay for Performance Results

The Committee aims to align the named executive officers’ compensation with the performance of the company.  In 2011, the Committee’s consultant, Pay Governance, prepared an assessment of the alignment of the aggregate realizable compensation awarded to the company’s Chief Executive Officer for the five-year period ending December 31, 2010 (the last year for which information was publicly

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available) with the performance of the company on a relative basis during the same five-year period to the 2012 peer group (which is 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 growth (“EBITDA”), return on invested capital (“ROIC”) and total shareholder return (“TSR”) (weighted equally)) to the performance of the 2012 peer group over the five-year period ending December 31, 2010; and

·                              the total realizable compensation of the company’s Chief Executive Officer to the total realizable compensation of the chief executive officers of the 2012 peer group over the same period.  Realizable compensation is defined as the sum of: (i) base salary earned during the five-year period, (ii) actual non-equity incentive compensation earned during the five-year period, (iii) aggregate current value of restricted stock grants received during the five-year period, (iv) aggregate in-the-money value of stock option grants received during the five-year period, and (v) for performance plans, the actual payouts for awards beginning and ending during the five-year period and an estimated payout for unvested awards received during the five-year period.

Source: Pay Governance, LLC.  Excludes EXCO Resources, Inc. and Spectra Energy Corporation due to lack of five-year history.

As reflected in the chart above, the relative realized five-year total compensation of the company’s Chief Executive Officer positioned the company at the 52nd percentile of the 2012 peer group, which is aligned with the company’s composite performance over the same period at the 54th percentile, showing the close link between the Chief Executive Officer’s compensation and company performance.

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While the company’s relative performance is an indication of overall performance, it is more accurately a reflection of the company’s achievement of specific financial and operational objectives, which the company uses in structuring annual and long-term incentive plans.

2011 Management Development and Compensation Committee Highlights

The Committee evaluates and, when appropriate or desirable, takes action with respect to various aspects of the company’s compensation programs.  The following are a few of the Committee’s key actions during 2011:

·                              evaluated the results of a shareholder outreach program conducted by management to review the company’s executive compensation with the company’s larger shareholders and to understand any areas of concern;

·                              conducted a thorough evaluation of the peer groups used for compensation purposes in light of industry consolidation and the company’s strategic plan in order to re-constitute the peer groups for 2012 and beyond; and

·                              structured the 2012 annual and long-term incentive programs for the company’s named executive officers which involved, among other things, consideration (and where appropriate incorporation) of shareholder feedback regarding the company’s compensation practices.

Consideration of 2011 Say-on-Pay Vote

In establishing and recommending 2012 compensation for the company’s named executive officers, the Committee considered the results of the 2011 say-on-pay vote at the 2011 Annual Meeting of Shareholders. At that meeting, approximately 94% of the votes cast approved the compensation of the company’s named executive officers for 2010.

Based on the results of the 2011 say-on-pay vote and feedback received through the shareholder outreach program, the Committee concluded that the compensation paid to the named executive officers and the company’s overall pay practices received strong shareholder support and do not require substantial revision to address shareholder concerns.  In response to feedback received through the shareholder outreach program, the Committee modified the company’s 2012 long-term incentive program for named executive officers by eliminating the reliance on EBITDA and value drivers as performance metrics and modified the peer groups used for compensation purposes.

Named Executive Officers

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.  In 2011 our named executive officers were:  David L. Porges, Chairman, President and Chief Executive Officer; Philip P. Conti, Senior Vice President and Chief Financial Officer; Randall L. Crawford, Senior Vice President; Lewis B. Gardner, General Counsel and Vice President, External Affairs; Steven T. Schlotterbeck, Senior Vice President and Murry S. Gerber, Former Executive Chairman.  Although Mr. Gerber is included in the Summary Compensation Table, for purposes of this CD&A references to named executive officers and discussion of the compensation of named executive officers do not include references to Mr. Gerber.  The compensation paid to Mr. Gerber for 2011 is discussed in “2011 Compensation of Mr. Gerber” below.

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Compensation Philosophy

·    Compensation Program is Designed to Achieve the Company’s Objectives

The objectives of EQT’s compensation programs are to attract, motivate and retain highly-talented named executive officers who can ensure that the company is able to safely, efficiently and profitably produce, gather, transport and deliver natural gas to wholesale and retail customers.  The company seeks executives who are willing to trade off guaranteed compensation for the opportunity presented by at-risk compensation that depends upon achieving challenging performance objectives with an acceptable level of risk taking.  To create the necessary performance incentive, the compensation programs provide not only for increased pay as a reward for above-median performance but also for below-median pay for sub-par performance.  Stated differently, the programs are structured to require a commitment to performance because a large percentage of a named executive officer’s compensation is not guaranteed.

·    Compensation is Related to Performance and is Aligned with the Company’s Strategic Plan

The total compensation packages for the named executive officers are generally weighted in favor of at-risk compensation through annual and long-term performance-based incentive pay.  The various programs that comprise the total compensation package link payout to the company’s performance on specific pre-established, objective performance measures.  The table below reflects the fixed and at-risk components of the total compensation package of each named executive officer for 2011 set forth in the Summary Compensation Table, as a percentage of total compensation for 2011 set forth in such table.

(1)  This column reflects each named executive officer’s base salary earned during 2011 (shown in the “Salary” column of the Summary Compensation Table), as a percentage of the executive’s total compensation for 2011.

(2)    This column reflects each named executive officer’s non-equity incentive plan compensation, equity compensation and other compensation in 2011 (shown in the “Non-Equity Incentive Plan Compensation,” “Stock Awards,” “Option Awards” and “All Other Compensation” columns of the Summary Compensation Table), as a percentage of the executive’s total compensation for 2011.

The Committee aligns its executive compensation decisions with the strategic plan for the company.  As the company’s strategic plan evolves, the Committee makes corresponding changes to financial and operational metrics used to measure performance under its compensation plans to drive group and individual performance most likely to achieve the business plan and uphold strong returns to shareholders.  The company’s strategic plan for recent years has focused on growth of production sales volumes and revenues; EBITDA; TSR; unit cost reduction; and capital efficiency - each of which is a performance measure under the company’s various incentive plans.

·    Total Compensation Should be Competitive

When considering the total compensation package for a named executive officer, as described in this CD&A, the Committee benchmarks each element of total direct compensation (which includes base salary and annual and long-term incentives) and the mix of compensation (cash versus equity) against the

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applicable peer group.  The company has chosen to structure the total compensation package for the named executive officers as a mix of base salary and annual and long-term incentives to be competitive in the marketplace.

·                Compensation-Related Risk Should be Thoughtfully Managed

The company’s compensation program is designed to avoid excessive risk-taking.  Please see “Compensation Policies and Practices and Risk Management” under “Corporate Governance and Board Matters” above for a discussion regarding the evaluation of the risks associated with the company’s compensation program.

·               Incentive Compensation Balances Annual and Long-Term Performance

The company’s compensation programs are designed to maintain a balance between rewarding the achievement of strong annual results and ensuring the company’s long-term growth and success.  To this end, a mix of both annual and longer-term incentives is provided and allocated in a manner generally consistent with the applicable peer group of companies.  Participation in both the annual and long-term incentive programs, which is largely based on comparative benchmarking, increases at higher levels of responsibility, as the named executive officers have the greatest influence on the company’s strategic direction and results over time.

·               Peer Groups Help Establish Target Total Direct Compensation and Define Competitive Levels of Performance

The Committee generally looks to an industry specific peer group of companies to help establish base salary and target annual and long-term incentives for the named executive officers and to ensure that the total direct compensation of the named executive officers is competitive.  The Committee may also look to a general industry group of companies when considering compensation of the named executive officers.  The Committee also uses industry specific peer groups in measuring relative company performance for purposes of some of our long-term incentive programs, which impacts a portion of each named executive officer’s long-term incentive.  Peer groups are reviewed with the Committee’s consultant for appropriateness for the particular purpose.

For 2011 target total direct compensation for the named executive officers was determined by reference to, among other things, the market median total direct compensation of the following companies, in each case as reported in the most recent proxy statement for each company (which we refer to as the 2010 peer group):

This group of companies was selected, in part, because it contains energy companies aligned with the company’s strategic focus on natural gas exploration, production and transportation, with an emphasis on

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companies operating in the Appalachian Basin.  Each potential peer was reviewed for industry, strategy and talent competitiveness, whether a peer is a peer of peers, geographic location, ownership structure, prior financial performance and current financial scope including market capitalization, net income, and revenue.  At the time of selection, the company’s financial metrics approached the median of the comparator companies.

The 2010 peer group was also selected to measure relative total shareholder return under the 2010 July EPIP.  Together with CNX Gas Corporation and XTO Energy, Inc., which ceased to be public companies during the first half of 2010, the 2010 peer group was also selected as the peer group for purposes of measuring relative total shareholder return under the 2010 EPIP.

In the fall of 2011, after considering feedback received through management’s shareholder outreach program and conducting a thorough analysis of the 2010 peer group, the Committee selected a new peer group with the assistance of its compensation consultant. Selection criteria for the new peer group included consideration of industry, talent competitiveness, whether a peer is a peer of peers, geographic location, ownership structure, current and historical financial and stock performance and scope. Based on this analysis, the Committee selected a new peer group comprised of the following twenty-five companies (which we refer to as the 2012 peer group):

The company’s financial metrics are intended to approximate the median of the comparator companies; however, our market capitalization is above the peer group median while our net income and revenues are lower than the peer group median.  See Appendix C for a comparison of financial metrics of the 2012 peer group.  The 2012 peer group was used to establish the 2012 base salaries and 2012 target annual and long-term incentive compensation for Messrs. Porges, Crawford and Schlotterbeck and to measure relative company performance for purposes of the company’s 2012 EPIP.  In establishing 2012 base salaries and 2012 target annual and long-term incentive compensation for Messrs. Conti and Gardner, the Committee considered the compensation paid to executives within the general industry group of companies set forth in Appendix D.

·    Compensation Should Be Tax Deductible to the Extent Possible

The Committee considers the impact of the applicable tax laws with respect to compensation paid under the company’s plans, arrangements and agreements.  Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) disallows, with certain exceptions, a federal income tax deduction for annual compensation over $1 million paid to any covered employee.  The covered employees are the person who served as principal executive officer as of the close of the tax year and the three most highly-compensated officers serving at year end other than the principal executive officer and the principal financial officer.  An exception to the deduction limit is provided under the Code for performance-based compensation paid pursuant to shareholder-approved plans that meet certain criteria.

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Long-term incentive awards outstanding in 2011 were granted under the LTIPs, which were approved by the company’s shareholders.  Both LTIPs provide for award opportunities designed to qualify as performance-based compensation under Code Section 162(m).  More specifically, the awards under the 2008 EPIP, the 2010 EPIPs, the 2010 SIA, the 2011 VEP, the 2011 VDA, and the 2012 EPIP and the stock option awards, are anticipated to be fully deductible by the company under the performance-based compensation exemption.

In addition, the Executive STIP permits the payment of annual incentive awards that are designed to be deductible performance-based compensation under Code Section 162(m).

Although the Committee generally attempts to structure compensation to preserve deductibility, it also believes that there are circumstances in which the company’s interests are best served by maintaining flexibility in the way compensation is provided, even if it might result in the non-deductibility of certain compensation for tax purposes.  For example, the company has the ability to grant service-based restricted shares and other stock-based awards under the 2009 LTIP and to make cash bonuses and equity grants that are not designed to qualify as performance-based compensation under the Code.  All of the compensation paid to our named executive officers in 2011 was fully deductible to the company.

·    Executives are Encouraged to Own Stock

Consistent with the goal of driving long-term value creation for shareholders, the company’s stock ownership guidelines require significant stock ownership by our named executive officers.  As of December 31, 2011, the named executive officers’ holdings relative to their stock ownership guidelines are as set forth below:

Qualifying shareholdings include stock owned directly, shares held in the company’s 401(k) or employee stock purchase plans, and time-based restricted stock but do not include stock options or performance-based awards.  Although mandatory, there is no deadline for achieving the ownership guideline and executives are not required to purchase stock.  The net shares acquired through incentive compensation plans (through the exercise of options, the vesting of restricted stock or similar) must be retained if an executive has not satisfied his target.  An executive’s failure to meet the stock ownership guidelines may influence an executive’s mix of cash and non-cash compensation.  Executives are not permitted to hedge their shares or otherwise invest in derivatives involving company stock.

Making Executive Compensation Decisions

·    Determining Target Total Direct Compensation

The Committee establishes the target total direct compensation for named executive officers by establishing base salaries and setting annual and long-term incentive targets.  When appropriate, the

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Committee also modifies perquisites and makes other awards.  When establishing target total direct compensation for each named executive officer, the Committee considers:

·                              market median target total direct compensation for the applicable peer group as compiled by the Committee’s compensation consultant;

·                              scope of the executive’s responsibility, internal pay equity, succession planning, industry-specific technical skills and abilities that may be difficult to replace and the highly competitive environment for executive talent in the Marcellus Shale region; and

·                              Mr. Porges’ compensation recommendations.

The Committee also seeks input from or the approval of the independent directors of the Board when appropriate or desirable.

The Committee sets base salaries and annual incentive targets at or below market median.  For 2011 and 2012, the Committee established long-term incentive targets for certain of the named executive officers (more fully described below) above market median after considering the factors identified above.

In considering the amount and type of each component of compensation, the Committee considers the effect of each element on all other elements as well as the allocation of target total compensation between cash and equity.  The Committee committed that in 2009 and beyond at least 50% of the value of all equity granted to the named executive officers would be performance-based awards (not including options) earned only upon the achievement of disclosed performance metrics and hurdle rates.

Compensation previously earned by the named executive officers does not typically affect the Committee’s compensation decisions. This reflects the Committee’s view that a named executive officer’s compensation level should reflect the current market value of his services. The Committee further believes that reducing a named executive officer’s compensation based on the value of past compensation would weaken the competitiveness of the company’s compensation programs and the incentive to achieve superior performance in the future and make it more difficult to attract, motivate and retain executive talent.

In 2011, the target total direct compensation of Mr. Porges substantially exceeded the target total direct compensation of the other named executive officers. This differential is consistent with, and largely driven by, pay differentials reflected in the peer groups as the management and oversight responsibilities of a chief executive officer are significantly broader in scope than those of the other named executive officers.

·    Tally Sheets

Annually the Committee is provided with a tally sheet for each named executive officer designed to provide the Committee with a full picture of the executive’s compensation history as well as of all compensation payable upon his termination of employment and upon a change of control.  Each tally sheet sets forth:

·                              a five-year history of base salary, annual incentive targets and awards and perquisites; and

·                              a complete history since hire date of long-term incentive awards, including realized gains as well as potential gains on unexercised or unvested awards.

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The tally sheets also reflect the value of compensation due to each named executive officer under certain termination scenarios, including:

·                              termination of the executive by the company with and without cause, as defined in any applicable agreement or policy;

·                              termination by the executive for good reason, as defined in the applicable agreement;

·                              termination by the executive other than for good reason, including retirement;

·                              termination of the executive following a change of control; and

·                              disability or death.

With regard to each scenario the tally sheets include:

·                              the cash amounts payable to the executive, including outplacement and other payments;

·                              the cost of benefits continuation;

·                              the value of all equity awards, including the acceleration of unvested equity awards and the value of forfeited awards;

·                              the value of any excise tax gross-up or cutback of benefits to avoid excise tax;

·                              retirement benefits; and

·                              any other compensation payable to the executive upon termination.

The tally sheets are provided to Committee members in an electronic resource book for easy reference.  This resource book also contains base salary, annual and long-term incentive targets, all incentive plan documentation, and all non-competition and change-in-control agreements for each of the executive officers.

·    Role of the Compensation Consultant

The Committee has the sole authority to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.  During 2011, the Committee utilized Pay Governance as its compensation consultant, and Pay Governance reported directly to the Committee.  Representatives of Pay Governance provided the Committee with market data and counsel regarding executive officer compensation programs and practices, including specifically:

·                              competitive benchmarking;

·                              peer group identification and assessment;

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

·                              marketplace compensation trends in the company’s industry and generally.

Representatives of Pay Governance do not make recommendations on, or approve, the amount of compensation for any executive officer.  The 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 legal department.

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Components of the Company’s Compensation Program

The following describes each element of the company’s executive compensation arrangements:  base salary, annual incentives, long-term incentives, health and welfare benefits, retirement programs, perquisites, and non-compete and change-of-control agreements.

·    Base Salary

The base salary for each named executive officer is established taking into account the factors discussed under “Determining Target Total Direct Compensation” above.  In early 2011, the following base salary adjustments were made: Mr. Porges from $625,000 to $750,000; Mr. Conti from $350,700 to $400,000; Messrs. Crawford and Schlotterbeck from $350,700 to $420,000; and Mr. Gardner from $320,000 to $335,000.  These salary adjustments were made to approximate base salaries at the market median, with the exception of Mr. Porges, whose adjusted salary placed him approximately 10% below the market median for the applicable peer group.  For 2012, the following base salary adjustments were made:  Mr. Porges from $750,000 to $850,000; Messrs. Crawford and Schlotterbeck from $420,000 to $442,000; and Mr. Gardner from $335,000 to $345,000.  These salary adjustments were made to approximate base salaries at the market median.

·    Annual Incentives

Before or at the start of each year, the Committee approves the target annual incentive award for each named executive officer taking into account the factors discussed under “Determining Target Total Direct Compensation” above.  For 2011, the Committee approved target annual incentive awards as a percentage of base salary as follows:  Mr. Porges, 104%; Mr. Conti, 80%; Messrs. Crawford and Schlotterbeck, 80%; and Mr. Gardner, 50%.  These levels approximated the market median.  For 2012, the Committee approved target annual incentive awards as a percentage of base salary as follows:  Mr. Porges, 100%; Mr. Conti, 80%; Messrs. Crawford and Schlotterbeck, 84%; and Mr. Gardner, 55%.  These adjustments were made to approximate the market median.

The Executive STIP, which is the annual bonus plan in which the named executive officers participate, is structured in a manner to preserve the full deductibility of awards under Section 162(m) of the Code.  In order to do this, the Committee establishes one or more objectively determinable performance goals or measures before or at the beginning of each year.  Performance against these measures results in an objectively determinable bonus amount, except that the Committee is permitted to exercise, and has historically exercised, downward discretion in determining the actual payout under the plan.  The Committee does not have discretion to pay a higher amount under the Executive STIP than that specified by the objective formula.

The 2011 performance measure approved for the Executive STIP was adjusted 2011 EBITDA (“adjusted 2011 EBITDA”) compared to business plan.  Adjusted 2011 EBITDA was calculated consistent with all generally accepted accounting principles line items using a fixed gas price of $6.00 per Mcfe and excluding the effects of acquisitions and dispositions of greater than $100 million.  This measure was selected because adjusted 2011 EBITDA growth drives behavior consistent with the shareholders’ interests and the company’s business plan embodies the goals and priorities of the company.  The Committee fixed the natural gas price to avoid the undue positive or negative effect of natural gas prices which are beyond the control of plan participants and may be volatile.  The Committee believed that the exclusion of acquisitions and dispositions over $100 million from the calculation of adjusted 2011 EBITDA would encourage named executive officers to pursue monetization transactions to further the company’s strategic plan to accelerate development of the company’s Marcellus Shale assets.

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Under the Executive STIP, a pool to pay bonuses to the company’s nine executive officers (which include the named executive officers) was funded based upon adjusted 2011 EBITDA relative to plan, as follows:

The percentage of adjusted 2011 EBITDA available for the pool was interpolated between levels and capped at 2%.  After determining the pool available for distribution, the Committee determined the value of the award to each named executive officer based upon consideration of the individual’s 2011 target award and 2011 performance on company, business unit and individual value drivers.  Generally, the Committee aims to award between zero and three times the value of a named executive officer’s target award, but the Committee may award up to $5 million to each named executive officer, subject to the overall cap.  In prior years individual awards were capped at three times the value of a named executive officer’s base salary subject to a $5 million cap.  The Committee believes that the new structure provides the Committee with greater flexibility to reward superior individual performance in years of superior company performance.

The Committee considers the following as a basis for addressing the performance of each named executive officer:

·                              a report by the Corporate Governance Committee regarding Mr. Porges’ performance.  Mr. Porges provides a self-assessment to the Corporate Governance Committee, which then meets in executive session without any company officer present to evaluate his performance.  The Committee also seeks the input of the lead independent director.  The meeting is also typically attended by the Chair of the Committee who reports the results of the evaluation to all independent directors, including the Committee; and

·                              a report by Mr. Porges regarding the performance of each other named executive officer.

Adjusted 2011 EBITDA of $948 million exceeded the company’s business plan by 6%.  Consistent with the Executive STIP and Section 162(m) of the Code, the Committee exercised downward discretion in determining the award to each named executive officer taking into consideration each named executive

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officer’s target award and performance on company, business unit and individual value drivers.  The following are the highlights of each named executive officer’s 2011 performance:

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