8-K 1 fe8-kmay212013.htm FE 8-K DATED MAY 21, 2013 FE 8-K May 21, 2013


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 21, 2013
 
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. (the “Company”) held its Annual Meeting of Shareholders on May 21, 2013 in Morgantown, West Virginia. Reference is made to FirstEnergy's 2013 Proxy Statement filed with the Securities and Exchange Commission on April 1, 2013, 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 members of the Board of Directors) were elected to the Company's Board of Directors for a term expiring at the Annual Meeting of Shareholders in 2014 and until their successors shall have been elected:

 
 
Number of Votes
 
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Paul T. Addison
 
308,821,081

 
10,063,085

 
49,067,957

Anthony J. Alexander
 
305,231,437

 
13,652,729

 
49,067,957

Michael J. Anderson
 
308,843,589

 
10,040,577

 
49,067,957

Dr. Carol A. Cartwright
 
307,088,102

 
11,796,064

 
49,067,957

William T. Cottle
 
308,774,844

 
10,109,322

 
49,067,957

Robert B. Heisler, Jr.
 
197,127,222

 
121,756,944

 
49,067,957

Julia L. Johnson
 
306,932,416

 
11,951,750

 
49,067,957

Ted J. Kleisner
 
197,051,242

 
121,832,924

 
49,067,957

Donald T. Misheff
 
308,945,052

 
9,939,114

 
49,067,957

Ernest J. Novak, Jr.
 
308,955,376

 
9,928,790

 
49,067,957

Christopher D. Pappas
 
197,375,687

 
121,508,479

 
49,067,957

Catherine A. Rein
 
193,949,972

 
124,934,194

 
49,067,957

George M. Smart
 
307,648,905

 
11,235,261

 
49,067,957

Wes M. Taylor
 
197,135,832

 
121,748,334

 
49,067,957


Item 2 - Ratify the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm, for the 2013 fiscal year.  There were no broker non-votes for this item. Item 2 was approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
361,099,931

 
4,477,999

 
2,375,620


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
187,424,837

 
126,199,024

 
5,260,948

 
49,067,957


Item 4 - A management proposal to amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to change certain voting requirements to allow for a majority voting power threshold. Item 4 was not approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
306,734,417

 
8,405,649

 
3,745,527

 
49,067,957

 




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Item 5 - A shareholder proposal requesting that the Board of Directors adopt a policy to end the practice of benchmarking the CEO's total compensation.  The proposal was not approved and received the following vote:
 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
29,568,931

 
284,379,823

 
4,936,808

 
49,067,957


Item 6 - A shareholder proposal requesting that the Board of Directors seek shareholder approval for any future extraordinary retirement benefits for senior executives.  The proposal was not approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
102,825,191

 
211,408,338

 
4,651,266

 
49,067,957


Item 7 - A shareholder proposal requesting that the Compensation Committee of the Board of Directors adopt a policy requiring senior executives to retain a significant percentage of shares acquired through equity compensation programs until reaching normal retirement age or terminating employment with the Company.  The proposal was not approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
66,832,836

 
246,800,713

 
5,251,432

 
49,067,957


Item 8 - A shareholder proposal requesting the Board of Directors initiate the appropriate process to amend the Company's Articles of Incorporation to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders. The proposal was not approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
119,761,848

 
194,317,360

 
4,805,767

 
49,067,957


Item 9 - A shareholder proposal requesting the Board of Directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The proposal was not approved and received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
117,246,266

 
196,172,288

 
5,466,239

 
49,067,957



 
 







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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 23, 2013

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



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