8-KLeadership ChangesExhibits & Filings

FIRSTENERGY CORP 8-K Report, Executive Changes (Mar 18, 2015)

Filed March 18, 2015For Securities:FE

Summary

This 8-K filing by FirstEnergy Corp. announces changes to its Board of Directors. Effective May 19, 2015, two directors, Catherine A. Rein and Wes M. Taylor, will retire due to reaching the mandatory retirement age. This will reduce the board size. Concurrently, Dr. Jerry Sue Thornton has been elected to the Board, effective immediately, bringing the total number of directors back up to 16 temporarily before the annual meeting. Dr. Thornton brings significant executive, educational, and board experience, and has been deemed an independent director. Investors should note the transition on the board, with long-serving directors retiring and a new, experienced independent director joining. The company is also updating its director compensation structure, with increased annual cash and equity retainers effective January 1, 2015. The filing also includes standard forward-looking statements outlining potential risks and uncertainties affecting the company's business.

Key Highlights

  • 1Catherine A. Rein and Wes M. Taylor to retire from the Board of Directors on May 19, 2015, due to reaching the mandatory retirement age.
  • 2The retirement of these two directors will reduce the Board size.
  • 3Dr. Jerry Sue Thornton elected to the Board of Directors, effective immediately.
  • 4Dr. Thornton brings extensive executive management and board experience, including her tenure as president of Cuyahoga Community College.
  • 5Dr. Thornton has been determined to be an independent director.
  • 6Annual cash and equity retainers for Board members have been increased to $95,000 and $135,000 respectively, effective January 1, 2015.
  • 7A Director Indemnification Agreement has been entered into with Dr. Thornton.

Frequently Asked Questions

Catherine A. Rein and Wes M. Taylor are retiring because they have reached the mandatory retirement age of 72, as stipulated in the Company's Corporate Governance Policies.

The retirement of two directors will reduce the Board size. The election of Dr. Jerry Sue Thornton will temporarily bring the Board size to 16, but it is expected to decrease to 13 after the May 19, 2015 Annual Meeting of Shareholders, accounting for a prior reduction.

Dr. Thornton brings significant experience, including 21 years as president of Cuyahoga Community College, and currently serves as CEO of Dream Catcher Educational Consulting. She also has prior and current board experience with other public companies, including Applied Industrial Technologies, Inc. and RPM, Inc.

Yes, the annual cash and equity retainers for Board members were increased to $95,000 and $135,000 respectively, effective January 1, 2015. Dr. Thornton will be compensated in the same manner as other Board members, with these updated retainer amounts.