8-KLeadership ChangesExhibits & Filings

FIRSTENERGY CORP 8-K Report, Executive Changes (Dec 21, 2011)

Filed December 21, 2011For Securities:FE

Summary

FirstEnergy Corp. (FE) announced a change to its Board of Directors with the election of Donald T. Misheff, effective January 1, 2012. Mr. Misheff, currently a Managing Partner at Ernst & Young, will retire from his position at EY at the end of 2011. His appointment is significant as he has been deemed an independent director by both the SEC and the New York Stock Exchange, a key consideration for corporate governance and oversight. Mr. Misheff will join the Board's Corporate Governance and Nuclear Committees. In conjunction with this appointment, FirstEnergy is amending its director compensation program to increase annual cash and equity retainers, while largely eliminating per-meeting fees, effective January 1, 2012. This filing also confirms no undisclosed arrangements exist regarding Mr. Misheff's selection and includes standard indemnification agreements for directors.

Key Highlights

  • 1Donald T. Misheff elected to the Board of Directors effective January 1, 2012.
  • 2Mr. Misheff is currently a Managing Partner at Ernst & Young, retiring December 31, 2011.
  • 3Mr. Misheff has been determined to be an independent director under SEC and NYSE standards.
  • 4He will serve on the Corporate Governance and Nuclear Committees.
  • 5Director compensation program amended effective January 1, 2012, increasing retainers and reducing meeting fees.
  • 6No undisclosed arrangements or relationships requiring S-K 404(a) disclosure exist for Mr. Misheff.
  • 7Standard director indemnification agreement will be entered into.

Frequently Asked Questions

Donald T. Misheff is a Managing Partner at Ernst & Young who will be retiring from his current role at the end of 2011. His appointment to FirstEnergy's Board of Directors is important because he has been deemed an independent director, which is crucial for effective corporate governance and oversight, particularly by regulatory bodies like the SEC and the NYSE.

Mr. Misheff will be serving on the Board's Corporate Governance Committee and the Nuclear Committee.

Effective January 1, 2012, the director compensation program is being amended. This change includes an increase in the annual cash and equity retainers for board service. In most cases, regular board and committee meeting fees will be eliminated.

The filing states that there are no arrangements or understandings concerning Mr. Misheff's selection and no relationships that require disclosure under Item 404(a) of Regulation S-K, indicating a clean appointment process with no disclosed conflicts.