Equitrans Midstream Corporation

07/18/2024 | Press release | Distributed by Public on 07/18/2024 14:16

Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of shareholders (the "Special Meeting") of Equitrans Midstream Corporation ("Equitrans") was held virtually at 9:00 a.m. Eastern Time on July 18, 2024. The Special Meeting was held in order to consider and vote upon the proposals set forth in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on June 5, 2024 (the "proxy statement"), to (a) adopt the Agreement and Plan of Merger, dated as of March 10, 2024 (as it may be amended from time to time, the "Merger Agreement"), a copy of which is attached as Annex A to the proxy statement, among Equitrans, EQT Corporation ("EQT"), Humpty Merger Sub Inc. and Humpty Merger Sub LLC (the "Merger Agreement Proposal"), (b) approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Equitrans' named executive officers in connection with the Merger (as defined in the proxy statement) (the "Advisory Compensation Proposal"), and (c) approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the "Adjournment Proposal"). The proposals are described in detail in the proxy statement.

At the Special Meeting, (a) the Merger Agreement Proposal was approved by the affirmative vote of a majority of the votes cast by the holders of Equitrans common stock and the holders of Equitrans Series A Convertible Preferred Stock ("preferred stock") (on an as-converted basis as of the record date), voting as a single class and (b) the Advisory Compensation Proposal was approved by the affirmative vote of a majority of the votes cast by the holders of Equitrans common stock and the holders of preferred stock (on an as-converted basis as of the record date), voting as a single class. The Adjournment Proposal received a majority of the votes cast. However, given the approval of the Merger Agreement Proposal, no adjournment was necessary.

As of the close of business on June 4, 2024, the record date for the Special Meeting, there were a total of 436,936,266 shares of Equitrans common stock outstanding and entitled to vote for each proposal at the Special Meeting and 30,018,446 shares of Equitrans preferred stock outstanding and entitled to vote for each proposal at the Special Meeting. At the Special Meeting, holders representing 397,040,176 shares of Equitrans common stock and preferred stock (on an as-converted basis) were present in person or represented by proxy, constituting a quorum to conduct business at the Special Meeting. The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the proxy statement:

Proposal 1: Merger Agreement Proposal

Shares FOR Shares AGAINST Shares ABSTAINED
392,443,848 3,429,911 1,166,417

Proposal 2: Advisory Compensation Proposal

Shares FOR Shares AGAINST Shares ABSTAINED
374,556,248 17,720,338 4,763,590

Approval of the Advisory Compensation Proposal is not a condition to completion of the Merger, and the vote with respect to such proposal was advisory only and will not be binding on Equitrans or EQT.