SEC Comment Letter 0000000000-23-008434 to Equitrans Midstream Corp (EQTNP) (CIK 0001747009)
Equitrans Midstream Corp (EQTNP) (CIK 0001747009)
Date: Aug. 4, 2023 · CIK: 0001747009 · Accession: 0000000000-23-008434
AI Filing Summary & Sentiment
File numbers found in text: 001-38629
Letter
United States securities and exchange commission logo August 4, 2023 Thomas F. Karam Chief Executive Officer Equitrans Midstream Corporation 2200 Energy Drive Canonsburg, Pennsylvania 15317 Re:Equitrans Midstream Corporation Definitive Proxy Statement on Schedule 14A Filed February 23, 2023 File No. 001-38629 Dear Thomas F. Karam: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A Filed February 23, 2023 Pay Versus Performance, page 56 1.We note your statement in footnote (2) to your pay versus performance table that “[i]n general, 'compensation actually paid' is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date).” Since some of the required calculations involve changes in fair market value from the prior year end, rather than fair market value at year end, if you choose to include disclosure summarizing Regulation S-K Item 402(v), please ensure that the correct requirements are discussed. 2.Refer to the reconciliation table in footnote (2) to your pay versus performance table. It is not clear from the headings titled "Add Year-End Equity Value," "Change in Value of Prior Equity Awards" and "Add Change in Value of Vested Equity Awards" what the amounts in those columns represent. Please ensure that your tabular headings clearly indicate when the equity awards were granted (current or prior year) and the time period over which changes in value, if any, are measured. Refer to Item 402(v)(2)(C)(iv) of Regulation S-K.
FirstName LastNameThomas F. Karam Comapany NameEquitrans Midstream Corporation August 4, 2023 Page 2 FirstName LastName Thomas F. Karam Equitrans Midstream Corporation August 4, 2023 Page 2 Please contact Alexandra Barone at 202-551-8816 or Amanda Ravitz at 202-551- 3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
August 4, 2023
Thomas F. Karam
Chief Executive Officer
Equitrans Midstream Corporation
2200 Energy Drive
Canonsburg, Pennsylvania 15317
Re:Equitrans Midstream Corporation
Definitive Proxy Statement on Schedule 14A
Filed February 23, 2023
File No. 001-38629
Dear Thomas F. Karam:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A Filed February 23, 2023
Pay Versus Performance, page 56
1.We note your statement in footnote (2) to your pay versus performance table that “[i]n
general, 'compensation actually paid' is calculated as Summary Compensation Table total
compensation adjusted to include the fair market value of equity awards as of December
31 of the applicable year or, if earlier, the vesting date (rather than the grant date).” Since
some of the required calculations involve changes in fair market value from the prior year
end, rather than fair market value at year end, if you choose to include disclosure
summarizing Regulation S-K Item 402(v), please ensure that the correct requirements are
discussed.
2.Refer to the reconciliation table in footnote (2) to your pay versus performance table. It is
not clear from the headings titled "Add Year-End Equity Value," "Change in Value
of Prior Equity Awards" and "Add Change in Value of Vested Equity Awards" what the
amounts in those columns represent. Please ensure that your tabular headings clearly
indicate when the equity awards were granted (current or prior year) and the time period
over which changes in value, if any, are measured. Refer to Item 402(v)(2)(C)(iv) of
Regulation S-K.
FirstName LastNameThomas F. Karam
Comapany NameEquitrans Midstream Corporation
August 4, 2023 Page 2
FirstName LastName
Thomas F. Karam
Equitrans Midstream Corporation
August 4, 2023
Page 2
Please contact Alexandra Barone at 202-551-8816 or Amanda Ravitz at 202-551- 3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program