8-KShareholder Matters

FIRSTENERGY CORP 8-K Report, Shareholder Vote Results (May 23, 2013)

Filed May 23, 2013For Securities:FE

Summary

This 8-K filing reports the results of FirstEnergy Corp.'s Annual Meeting of Shareholders held on May 21, 2013. The primary outcomes include the overwhelming election of all nominated directors to the Board, with most directors receiving strong support. Shareholders also overwhelmingly ratified the appointment of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the fiscal year 2013. Furthermore, an advisory vote to approve the compensation of named executive officers received majority support. However, a significant management proposal to amend the company's Articles of Incorporation to allow for a majority voting power threshold did not pass. Several shareholder proposals also failed to gain majority approval, including those concerning CEO compensation benchmarking, shareholder approval for extraordinary executive retirement benefits, executive share retention policies, majority voting for director elections, and shareholder ability to act by written consent. The consistent presence of broker non-votes on several of these items indicates a substantial portion of shares were not voted by their beneficial owners on these specific issues.

Key Highlights

  • 1All incumbent directors were re-elected to the Board of Directors with substantial 'For' votes, although some directors received a notable number of 'Withheld' votes and a significant block of 'Broker Non-Votes'.
  • 2PricewaterhouseCoopers, LLP was ratified as the independent registered public accounting firm for fiscal year 2013 with overwhelming shareholder approval.
  • 3An advisory vote to approve the compensation of named executive officers passed, though with a significant number of 'Against' votes and broker non-votes.
  • 4A management proposal to lower voting requirements to a majority voting power threshold was not approved by shareholders.
  • 5All eight shareholder proposals presented at the meeting, addressing various governance and compensation matters, failed to achieve majority approval.
  • 6Broker non-votes represented a significant portion of the total votes for several director elections and other proposals, suggesting a lack of directed voting on these matters from a considerable number of shareholders.
  • 7The company held its Annual Meeting of Shareholders on May 21, 2013, in Morgantown, West Virginia.

Frequently Asked Questions

The main outcomes were the re-election of all directors, the ratification of PricewaterhouseCoopers as the independent auditor, and the approval of executive compensation on an advisory basis. However, a management proposal to change voting requirements and all shareholder proposals failed to gain majority approval.

Most directors received strong support, with over 300 million 'For' votes. However, several directors, including Robert B. Heisler, Jr., Ted J. Kleisner, Christopher D. Pappas, and Catherine A. Rein, received a significantly lower number of 'For' votes (around 197 million) and a substantial number of 'Withheld' votes (over 120 million), indicating less uniform shareholder confidence in these specific individuals compared to others.

The management proposal to amend the company's Articles of Incorporation to allow for a majority voting power threshold did not pass. While it received a majority of 'For' votes relative to 'Against' votes among those cast, the outcome suggests that the required threshold for approval, considering abstentions and broker non-votes, was not met, or that a sufficient majority of shareholders did not vote in favor.

The shareholder proposals covered topics such as ending CEO compensation benchmarking, requiring shareholder approval for executive retirement benefits, mandatory executive share retention, majority voting for directors, and enabling shareholder action by written consent. All these proposals failed to gain majority support, indicating that a larger number of shareholders voted against them or abstained, or that broker non-votes prevented them from reaching the necessary approval thresholds.