First Successful Use of a Universal Proxy Card for a Control Slate in the United States

On July 10, 2019, shareholders at EQT Corporation (“EQT” or the “Company”) overwhelmingly elected a control slate of directors nominated by a shareholder group led by Toby Z. Rice, Derek Rice, Will Jordan and Kyle Derham (the “Rice Team”).  Interestingly, this proxy contest involved the use of a universal ballot, a first in the United States involving a control slate of directors, in which all of the company and dissident’s nominees appeared on their respective proxy cards.  As part of the nomination process, the Rice Team was required to deliver to EQT consents from each of its nominees to be named in the Company’s proxy materials and, after its subsequent request for a universal proxy card was met with silence, the Rice Team filed a lawsuit against the Company to prevent the Company’s unfair use of the Rice Team’s nominee consents.  As discussed in the Client Alert, Olshan has increasingly seen this tactic employed by many companies, which can give companies an unfair advantage in potentially naming one or more of a dissident’s nominees in the company’s proxy statement, while not providing reciprocal consents to the nominating shareholder to name some or all of the company’s nominees in the dissident’s proxy statement.