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 (Date of earliest event reported): May 17, 2022
| Commission | Registrant; State of Incorporation; | I.R.S. Employer | |||||||||||||||||||||
| File Number | Address; and Telephone Number | Identification No. | |||||||||||||||||||||
| 333-21011 | FIRSTENERGY CORP | 34-1843785 | |||||||||||||||||||||
| (An | Ohio | Corporation) | |||||||||||||||||||||
| 76 South Main Street | |||||||||||||||||||||||
| Akron | OH | 44308 | |||||||||||||||||||||
| Telephone | (800) | 736-3402 | |||||||||||||||||||||
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.10 par value per share | FE | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2022, the Board of Directors (the “Board”) of FirstEnergy Corp. (the “Company”) appointed Mr. John W. Somerhalder II, who has been serving as Vice Chair and Executive Director since March 2021, as Chair of the Board, effective immediately. In connection with Mr. Somerhalder’s appointment as Chair of the Board, his employment as an executive of the Company will end effective May 20, 2022.
Also on May 17, 2022, at the recommendation of the Compensation Committee of the Board, the Board approved for Mr. Somerhalder, in connection with his role as Vice Chair and Executive Director and subject to applicable tax withholding, a grant of performance-based restricted stock units (“PRSUs”) for his service as an executive of the Company from March 1, 2022, to May 20, 2022, equal in target value to $185,132 based on the number of days in the period. The PRSUs have generally similar terms to the long-term incentive compensation awards provided to the other executives and as such, are expected to vest upon the completion of, and to be subject to performance metrics and goals previously established by the Board for, the 2022-2024 performance cycle for the Long-Term Incentive Program, and pay from 0% to 200% of the target award. Mr. Somerhalder did not previously receive a 2022 long-term incentive compensation award.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders in a virtual only format on May 17, 2022. Reference is made to the Company’s 2022 Proxy Statement filed with the Securities and Exchange Commission on March 23, 2022, for more information regarding the items set forth below and the vote required for approval of these matters. The matters voted upon and the final results of the vote were as follows:
Item 1 - The following persons (comprising all the nominees for the Board) were elected to the Company's Board for a term expiring at the Annual Meeting of Shareholders in 2023 and until their successors shall have been elected:
| Number of Votes | |||||||||||||||||||||||||||||
| Nominees | For | Withhold | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||
| Jana T. Croom | 456,744,070 | 3,752,248 | 2,389,652 | 40,358,563 | |||||||||||||||||||||||||
| Steven J. Demetriou | 370,064,727 | 90,464,530 | 2,356,710 | 40,358,566 | |||||||||||||||||||||||||
| Lisa Winston Hicks | 456,876,519 | 3,732,669 | 2,276,779 | 40,358,566 | |||||||||||||||||||||||||
| Paul Kaleta | 456,833,835 | 3,610,240 | 2,441,894 | 40,358,564 | |||||||||||||||||||||||||
| Sean T. Klimczak | 455,176,178 | 5,012,380 | 2,697,407 | 40,358,568 | |||||||||||||||||||||||||
| Jesse A. Lynn | 430,414,809 | 29,883,456 | 2,587,701 | 40,358,567 | |||||||||||||||||||||||||
| James F. O’Neil III | 413,097,552 | 47,378,474 | 2,409,944 | 40,358,563 | |||||||||||||||||||||||||
| John W. Somerhalder II | 431,658,237 | 28,841,839 | 2,385,893 | 40,358,564 | |||||||||||||||||||||||||
| Steven E. Strah | 456,796,683 | 3,893,601 | 2,195,682 | 40,358,567 | |||||||||||||||||||||||||
| Andrew Teno | 452,125,733 | 8,072,589 | 2,687,640 | 40,358,571 | |||||||||||||||||||||||||
| Leslie M. Turner | 453,744,026 | 6,970,415 | 2,171,528 | 40,358,564 | |||||||||||||||||||||||||
| Melvin Williams | 431,577,074 | 29,981,009 | 2,327,883 | 40,358,567 | |||||||||||||||||||||||||
Item 2 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2022 fiscal year. Item 2 was approved and received the following vote:
| Number of Votes | |||||||||||||||||
| For | Against | Abstentions | |||||||||||||||
| 486,467,577 | 14,230,781 | 2,546,175 | |||||||||||||||
Item 3 - Approve, on an advisory basis, named executive officer compensation. Item 3 was approved and received the following vote:
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 437,587,189 | 21,762,696 | 3,536,068 | 40,358,580 | ||||||||||||||||||||
Item 4 - Shareholder proposal requesting a report relating to electric vehicles and charging stations with regards to child labor outside of the United States. Item 4 was not approved and received the following vote:
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 12,138,027 | 407,028,715 | 43,719,214 | 40,358,577 | ||||||||||||||||||||
Item 5 - Shareholder proposal regarding special shareholder meetings. Item 5 was not approved and received the following vote:
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 174,301,021 | 285,160,654 | 3,424,272 | 40,358,586 | ||||||||||||||||||||
Item 7.01 Regulation FD Disclosure.
In a press release dated May 17, 2022, the Company announced, among other things, that the Company’s Board appointed Mr. John W. Somerhalder II as Chair of the Board and Ms. Lisa Winston Hicks as Lead Independent Director. Each of Mr. Somerhalder and Ms. Hicks will serve in their respective roles for a term of one year. A copy of the press release regarding the Company’s announcement is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information set forth in and incorporated by reference into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | ||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
Forward-Looking Statements: This Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management’s intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “intend,” “believe,” “project,” “estimate,” “plan” and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following the potential liabilities, increased costs and unanticipated developments resulting from government investigations and agreements, including those associated with compliance with or failure to comply with the Deferred Prosecution Agreement with the U.S. Attorney’s Office for the Southern District of Ohio; the risks and uncertainties associated with government investigations and audits regarding Ohio House Bill 6, as passed by Ohio’s 133rd General Assembly (“HB 6”) and related matters, including potential adverse impacts on federal or state regulatory matters, including, but not limited to, matters relating to rates; the risks and uncertainties associated with litigation, arbitration, mediation, and similar proceedings, particularly regarding HB 6 related matters, including risks associated with obtaining court approval of the definitive settlement agreement in the derivative shareholder lawsuits; weather conditions, such as temperature variations and severe weather conditions, or other natural disasters affecting future operating results and associated regulatory actions or outcomes in response to such conditions; legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity, cybersecurity, and climate change; the ability to accomplish or realize anticipated benefits from our FE Forward initiative and our other strategic and financial goals, including, but not limited to, overcoming current uncertainties and challenges associated with the ongoing government investigations, executing our transmission and distribution investment plans, greenhouse gas reduction goals, controlling costs, improving our credit metrics, growing earnings, strengthening our balance sheet, and satisfying the conditions necessary to close the sale of the minority interest in FirstEnergy Transmission, LLC; the risks associated with cyber-attacks and other disruptions to our, or our vendors’, information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; the extent and duration of the COVID-19 pandemic and the related impacts to our business, operations and financial condition resulting from the outbreak of COVID-19 including, but not limited to, disruption of businesses in our territories, supply chain disruptions, additional costs, workforce impacts and governmental and regulatory responses to the pandemic, such as moratoriums on utility disconnections and workforce vaccination mandates; actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity; changes in assumptions regarding factors such as economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers’ demand for power, including, but not limited to, economic conditions, the impact of climate change, or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions, including recession and inflationary pressure, affecting us and/or our customers and those vendors with which we do business; the potential of non-compliance with debt covenants in our credit facilities; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, or adverse tax audit results or rulings; and the risks and other factors discussed from time to time in our Securities and Exchange Commission (“SEC”) filings. These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy Corp.’s filings with the SEC, including, but not limited to, the most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy Corp.’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy Corp. expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.
SIGNATURE
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.
May 17, 2022
| FIRSTENERGY CORP. | |||||
| Registrant | |||||
| By: | /s/ Jason J. Lisowski | ||||
Jason J. Lisowski Vice President, Controller and Chief Accounting Officer | |||||