8-KLeadership ChangesShareholder MattersExhibits & Filings

FIRSTENERGY CORP 8-K Report, Executive Changes (May 24, 2023)

Filed May 24, 2023For Securities:FE

Summary

FirstEnergy Corp. (FE) filed an 8-K on May 24, 2023, detailing a significant leadership transition and the outcomes of its 2023 Annual Meeting of Shareholders. Notably, Director Jesse A. Lynn will not seek re-election, citing a desire to reduce board commitments, with no disagreements with the company mentioned. Concurrently, Brian X. Tierney was appointed to the Board of Directors, effective June 1, 2023, coinciding with his previously announced appointment as President and CEO. Mr. Tierney brings extensive experience from Blackstone and American Electric Power (AEP), notably as former CFO and EVP of Strategy at AEP. The annual meeting saw shareholders re-elect all nominated directors with strong support, ratify PricewaterhouseCoopers LLP as the independent auditor, and approve advisory votes on executive compensation and the frequency of such votes (annual). Additionally, an amendment to the Code of Regulations to lower the threshold for calling special meetings was approved. However, shareholder proposals for executive termination pay ratification and the formation of a decarbonization oversight committee were not approved.

Key Highlights

  • 1Brian X. Tierney appointed to the Board of Directors, effective June 1, 2023, aligning with his upcoming role as President and CEO.
  • 2Director Jesse A. Lynn will not stand for re-election at the 2023 Annual Meeting of Shareholders.
  • 3All nominated directors were re-elected to the Board.
  • 4PricewaterhouseCoopers LLP ratified as the independent registered public accounting firm for fiscal year 2023.
  • 5Shareholders approved advisory votes on named executive officer compensation and determined that future advisory votes will be held annually.
  • 6An amendment to the Company's Code of Regulations to reduce the percentage of shares required to call a special meeting of shareholders was approved.
  • 7Shareholder proposals regarding executive termination pay ratification and the creation of a decarbonization oversight committee were not approved.

Frequently Asked Questions

Jesse A. Lynn is not seeking re-election due to his desire to reduce his number of board commitments. The filing explicitly states this decision is not due to any disagreements with the Company’s operations, policies, or procedures.

Brian X. Tierney has been appointed to the Board of Directors and is set to become President and CEO of FirstEnergy Corp. on June 1, 2023. He brings significant experience from Blackstone Inc., where he led infrastructure operations and asset management, and a 23-year tenure at American Electric Power (AEP), including roles as Executive Vice President of Strategy and Executive Vice President and Chief Financial Officer.

Shareholders re-elected all nominated directors with strong support, ratified PricewaterhouseCoopers LLP as the auditor for 2023, and approved advisory votes on executive compensation and an annual frequency for future advisory votes. An amendment to lower the threshold for calling special meetings was also approved. However, shareholder proposals concerning executive termination pay ratification and a decarbonization oversight committee did not pass.

No, the filing states that Mr. Tierney will not receive any additional compensation in his role as a director of the Company, as his primary compensation will be associated with his executive leadership positions.