Document


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 16, 2017



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 (see General Instruction A.2.):

[ ] 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 (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 5.07 Submission of Matters to a Vote of Security Holders

FirstEnergy Corp. (Company) held its Annual Meeting of Shareholders on May 16, 2017, in Akron, Ohio. Reference is made to the Company’s 2017 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2017, 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 of Directors) were elected to the Company's Board of Directors for a term expiring at the Annual Meeting of Shareholders in 2018 and until their successors shall have been elected:
 
 
Number of Votes
 
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Paul T. Addison
 
320,043,644

 
9,878,510

 
49,830,029

Michael J. Anderson
 
322,939,200

 
6,982,954

 
49,830,029

William T. Cottle
 
320,625,974

 
9,296,180

 
49,830,029

Steven J. Demetriou
 
318,629,146

 
11,293,008

 
49,830,029

Julia L. Johnson
 
321,952,413

 
7,969,741

 
49,830,029

Charles E. Jones
 
324,266,833

 
5,655,321

 
49,830,029

Donald T. Misheff
 
322,420,812

 
7,501,342

 
49,830,029

Thomas N. Mitchell
 
324,059,879

 
5,862,275

 
49,830,029

James F. O'Neil III
 
323,593,658

 
6,328,496

 
49,830,029

Christopher D. Pappas
 
287,269,145

 
42,653,009

 
49,830,029

Luis A. Reyes
 
324,261,103

 
5,661,051

 
49,830,029

George M. Smart
 
318,107,837

 
11,814,317

 
49,830,029

Dr. Jerry Sue Thornton
 
317,138,525

 
12,783,629

 
49,830,029



Item 2 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2017 fiscal year. Item 2 was approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
371,850,596

 
6,092,793

 
1,808,794



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
234,028,829

 
92,676,585

 
3,216,740

 
49,830,029



Item 4 - Approve, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation. Item 4 received the following vote:
Number of Votes
Every Year
 
Every 2 Years
 
Every 3 Years
 
Abstentions
 
Broker Non-Votes
316,242,997

 
2,853,958

 
7,330,520

 
3,494,122

 
49,830,029


In light of the Board of Directors’ recommendation for “every year” for the frequency of future advisory votes to approve named executive officer compensation, which received the greatest number of votes cast by our shareholders, the Board of Directors has determined that future advisory votes on named executive compensation will be submitted to shareholders every year until the next required shareholder vote on this matter.


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Item 5 - Approve a management proposal to amend the Company’s Amended Articles of Incorporation to increase the number of shares of authorized common stock from 490,000,000 to 700,000,000. Item 5 was approved, as it received the requisite affirmative vote of a majority of the voting power (i.e., outstanding shares) of the Company, and received the following vote:


 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
351,125,555

 
23,175,099

 
3,956,619

 
1,494,910

 

Item 6 - Approve a management proposal to amend the Company’s Amended Articles of Incorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold. Item 6 was not approved, as it did not receive the requisite affirmative vote of at least 80 percent of the voting power of the Company, and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
317,741,882

 
9,099,427

 
3,080,288

 
49,830,029



Item 7 - Approve a management proposal to amend the Company’s Amended Articles of Incorporation and Amended Code of Regulations to implement a majority voting standard for uncontested director elections. Item 7 was not approved, as it did not receive the requisite affirmative vote of at least 80 percent of the voting power of the Company, and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
319,141,680

 
7,697,714

 
3,082,203

 
49,830,029



Item 8 - Approve a management proposal to amend the Company’s Amended Code of Regulations to implement proxy access. Item 8 was not approved, as it did not receive the requisite affirmative vote of at least 80 percent of the voting power of the Company, and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
317,701,983

 
8,281,216

 
3,938,398

 
49,830,029


Item 9 - Shareholder proposal requesting an annual report on lobbying policies and payments. A shareholder proposal requesting the preparation of a report, updated annually, disclosing certain lobbying expenditures and related matters. The non-binding proposal was not approved and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
133,463,630

 
187,867,007

 
8,591,517

 
49,830,029



Item 10 - Shareholder proposal requesting a report on climate change strategy. A shareholder proposal requesting that the Company prepare a report disclosing its strategy for aligning business operations with the 2015 Paris Agreement’s goal of limiting global warming to a maximum of 2 degrees Celsius, while maintaining the provision of safe, affordable, reliable energy. The non-binding proposal was not approved and received the following vote:


 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
132,437,621

 
172,739,218

 
24,745,315

 
49,830,029



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Item 11 - Shareholder proposal requesting steps to implement simple majority voting. A shareholder proposal requesting that the Board of Directors take the steps necessary so that each shareholder voting requirement in the Company’s governing documents that calls for a greater than simple majority vote be eliminated and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. The non-binding proposal was not approved and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
163,188,217

 
163,279,747

 
3,454,190

 
49,830,029



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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, 2017

 
 FIRSTENERGY CORP.
 
 Registrant
 
 
 
 
 By:
/s/ K. Jon Taylor
 
K. Jon Taylor
Vice President, Controller and
Chief Accounting Officer


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