UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (Date of earliest event reported): November 29, 2017

RICE ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36273

46-3785773

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2200 Rice Drive

Canonsburg, Pennsylvania 15317

(Address of Principal Executive Offices) (Zip Code)

(Zip Code)

(724) 271-7200

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnRice Energy Inc. (the “Company”) held its Special Meeting of Stockholders in Canonsburg, Pennsylvania on November 29, 2017 (the “Special Meeting”). At the Special Meeting, ~~Rice~~the ~~Energy~~Company’s stockholders were requested to (1) adopt the Agreement and Plan of Merger, dated as of June 19, 2017, among the Company, EQT Corporation, and Eagle Merger Sub I, Inc. (as it may be amended from time to time, the “~~Company~~Merger Agreement”), ~~announced~~(2) ~~its~~approve, ~~results~~on ~~for~~an advisory (non-binding) basis, the ~~quarter~~compensation ~~ended~~that ~~September~~may be paid or become payable to the Company’s named executive officers in connection with the merger, and (3) 30approve the adjournment of the Special Meeting, ~~2017~~if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement. AThe ~~copy~~following are the final voting results on proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Company’s ~~press~~proxy ~~release~~statement, iswhich ~~furnished~~was asfiled ~~Exhibit~~with ~~99.1~~the toSecurities ~~this~~and ~~Current~~Exchange ~~Report~~Commission on ~~Form~~October 12, ~~8-K~~2017, and as was supplemented on October 26, 2017 and October 31, 2017.

Proposal No. 1: The proposal to adopt the Merger Agreement was approved as follows:


For	Against	Abstain
181,029,945	91,380	744,408

Proposal No. 2: The proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger was approved, on an advisory (non-binding) basis, as follows:


For	Against	Abstain
179,292,542	1,729,449	843,743

Proposal No. 3: The approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement was approved as follows:


For	Against	Abstain
174,799,689	6,313,491	752,554

Important Additional Information

In connection with the proposed transaction, EQT Corporation (“EQT”) filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (333-219508) on July 27, 2017, as amended by Amendments Nos. 1 and 2 filed with the SEC on September 8, 2017 and September 28, 2017, respectively, that includes a joint proxy statement of EQT and Rice Energy Inc. (“Rice”) and also constitutes a prospectus of EQT. On October 12, 2017, EQT and Rice filed with the SEC the definitive joint proxy statement/prospectus for each of EQT and Rice and commenced mailing the definitive joint proxy statement/prospectuses to shareholders of EQT and stockholders of Rice, as applicable. On October 26, 2017, EQT and Rice filed with the SEC the Supplement to Joint Proxy Statement/Prospectus. On October 31, 2017, EQT and Rice filed with the SEC the Second Supplement to Joint Proxy Statement/Prospectus. STOCKHOLDERS OF RICE AND SHAREHOLDERS OF EQT ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION RELATED TO THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Rice and EQT, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg, Pennsylvania 15317, Tel. No. (724) 271-7200 or to Investor Relations, EQT Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel. No. (412) 553-5700.

Cautionary Statement Regarding Forward-Looking Information

This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, Rice’s and EQT’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements including: risks related to EQT’s acquisition and integration of acquired businesses and assets; the cost of defending EQT’s intellectual property; technological changes and other trends affecting the oil and gas industry; the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the risk that financing EQT requires to fund the transaction is not obtained; the risk that regulatory approvals required for the proposed merger are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; uncertainties as to the timing of the transaction; competitive responses to the transaction; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; EQT’s ability to complete the acquisition and integration of Rice successfully; the possibility of litigation relating to the transaction; and other factors that may affect future results of Rice and EQT.

Additional factors that could cause results to differ materially from those described above can be found in Rice’s Annual Report on Form 10-K for the year ended December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, each of which is on file with the SEC and available in the “Investor Relations” section of Rice’s website, https://www.riceenergy.com, under the subsection “Financial Information” and then under the heading “SEC Filings” and in other documents Rice files with the SEC, and in EQT’s Annual Report on Form 10-K for the year ended December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, each of which is on file with the SEC and available in the “Investors” section of EQT’s website, https://www.eqt.com, under the heading “SEC Filings” and in other documents EQT files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Rice nor EQT assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		News Release, dated November 9, 2017.

Exhibit No.		Description
99.1		Press Release dated November 2, 2017.

THE INFORMATION FURNISHED UNDER ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


RICE ENERGY INC.

By:		/s/ Daniel J. Rice IV
		Daniel J. Rice IV
		Director, Chief Executive Officer

Dated: November 29, 2017

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