SEC 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 17, 2016

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))




Item 5.07 Submission of Matters to a Vote of Security Holders

FirstEnergy Corp. (Company) held its Annual Meeting of Shareholders on May 17, 2016, in Akron, Ohio. Reference is made to the Company’s 2016 Proxy Statement filed with the Securities and Exchange Commission on April 1, 2016, 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 2017 and until their successors shall have been elected:

 
 
Number of Votes
 
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Paul T. Addison
 
308,701,612

 
11,891,083

 
46,353,837

Michael J. Anderson
 
204,297,408

 
116,295,287

 
46,353,837

William T. Cottle
 
239,621,339

 
80,971,356

 
46,353,837

Robert B. Heisler, Jr.
 
307,737,602

 
12,855,093

 
46,353,837

Julia L. Johnson
 
240,909,082

 
79,683,613

 
46,353,837

Charles E. Jones
 
311,133,629

 
9,459,066

 
46,353,837

Ted J. Kleisner
 
309,168,899

 
11,423,796

 
46,353,837

Donald T. Misheff
 
309,193,393

 
11,399,302

 
46,353,837

Thomas N. Mitchell
 
315,922,342

 
4,670,353

 
46,353,837

Ernest J. Novak, Jr.
 
310,128,081

 
10,464,614

 
46,353,837

Christopher D. Pappas
 
304,086,706

 
16,505,989

 
46,353,837

Luis A. Reyes
 
240,889,631

 
79,703,064

 
46,353,837

George M. Smart
 
239,297,396

 
81,295,299

 
46,353,837

Dr. Jerry Sue Thornton
 
307,167,583

 
13,425,122

 
46,353,837



Item 2 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm, for the 2016 fiscal year. Item 2 was approved and received the following vote:

Number of Votes
For
 
Against
 
Abstentions
360,620,484

 
4,640,814

 
1,685,833



Item 3 - Advisory vote to approve named executive officer compensation. Item 3 was approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
268,194,493

 
49,190,508

 
3,207,694

 
46,353,837



Item 4 - Approval 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 under certain circumstances. Item 4 was not approved, as it did not receive the requisite affirmative vote of 80 percent of the voting power of the Company, and received the following vote:
 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
288,028,816

 
30,263,761

 
2,300,717

 
46,353,837







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Item 5 - Approval to Amend the Company’s Amended Code of Regulations to Implement Proxy Access. Item 5 was not approved, as it did not receive the requisite affirmative vote of 80 percent of the voting power of the Company, and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
305,981,515

 
11,878,066

 
2,733,713

 
46,353,837

 

Item 6 - Shareholder Proposal: Report - Lobbying Related. 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
80,145,360

 
209,595,103

 
30,852,831

 
46,353,837



Item 7 - Shareholder Proposal: Report - Climate Change Related. A shareholder proposal requesting that the Company prepare a report quantifying the potential financial losses to the Company associated with stranding its coal generation facilities under a range of climate change driven regulation scenarios. The non-binding proposal was not approved and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
97,191,004

 
207,853,110

 
15,548,581

 
46,353,837



Item 8 - Shareholder Proposal: Director Election Majority Vote Standard. A shareholder proposal requesting the Board of Directors initiate the process to amend the Company’s articles of incorporation to implement a majority of votes cast in director elections, with a plurality vote retained for contested director elections. The non-binding proposal was approved and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
197,164,480

 
120,255,426

 
3,173,388

 
46,353,837



Item 9 - Shareholder Proposal: Simple Majority Vote. A shareholder proposal requesting that the Board of Directors (i) take the steps necessary so that each shareholder voting requirement in the Company’s Amended Articles of Incorporation and Amended Regulations 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 the proposal, or a simple majority in compliance with applicable laws and (ii)  fully support this proposal topic and commit to spend up to $10,000 or more to solicit the support needed for passage. The non-binding proposal was approved and received the following vote:
 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
233,330,907

 
84,107,680

 
3,154,707

 
46,353,837



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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, 2016

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


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