8-K 1 a8-kdated05192015.htm 8-K 8-K Dated 05/19/2015







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 19, 2015


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. (Company) held its Annual Meeting of Shareholders on May 19, 2015, in Akron, Ohio. Reference is made to the Company’s 2015 Proxy Statement filed with the Securities and Exchange Commission on April 1, 2015, 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 the nominees for the Board of Directors) were elected to the Company's Board of Directors for a term expiring at the Annual Meeting of Shareholders in 2016 and until their successors shall have been elected:

 
 
Number of Votes
 
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Paul T. Addison
 
314,496,926

 
7,071,387

 
45,642,703

Michael J. Anderson
 
315,133,187

 
6,435,126

 
45,642,703

William T. Cottle
 
314,592,553

 
6,975,760

 
45,642,703

Robert B. Heisler, Jr.
 
309,042,113

 
12,526,200

 
45,642,703

Julia L. Johnson
 
314,334,459

 
7,233,854

 
45,642,703

Charles E. Jones
 
315,181,255

 
6,387,058

 
45,642,703

Ted J. Kleisner
 
309,626,545

 
11,941,768

 
45,642,703

Donald T. Misheff
 
315,512,734

 
6,055,579

 
45,642,703

Ernest J. Novak, Jr.
 
313,558,518

 
8,009,795

 
45,642,703

Christopher D. Pappas
 
310,270,975

 
11,297,338

 
45,642,703

Luis A. Reyes
 
315,196,757

 
6,371,556

 
45,642,703

George M. Smart
 
311,745,019

 
9,823,294

 
45,642,703

Dr. Jerry Sue Thornton
 
314,099,656

 
7,468,657

 
45,642,703


Item 2 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm, for the 2015 fiscal year. Item 2 was approved and received the following vote:

Number of Votes
For
 
Against
 
Abstentions
360,991,192

 
4,424,351

 
1,795,473


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
271,262,351

 
46,998,361

 
3,307,565

 
45,642,703


Item 4 - Approve the FirstEnergy Corp. 2015 Incentive Compensation Plan. Item 4 was approved and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
303,873,232

 
14,493,642

 
3,201,405

 
45,642,703



Item 5 - Shareholder Proposal: Report on Lobbying Expenditures. A shareholder proposal requesting that the Board of Directors authorize the preparation of a report, at reasonable expense, excluding proprietary information and updated annually, disclosing certain lobbying expenditures. The proposal received the following vote:

Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
60,088,566

 
250,317,737

 
11,160,934

 
45,642,703


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Item 6 - Shareholder Proposal: Report on Carbon Dioxide Goals. A shareholder proposal requesting that the Company create specific, quantitative, time bound carbon dioxide reduction goals to decrease the Company’s corporate carbon dioxide emissions, and report by September 2015 on its plans to meet the carbon reduction goals the Company adopts. The proposal received the following vote:
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
60,188,227

 
250,830,173

 
10,549,882

 
45,642,703



Item 7 - Shareholder Proposal: Simple Majority Vote. A shareholder proposal requesting that the Board of Directors (i) take the steps necessary so that each shareholder voting requirement in our Amended Articles of Incorporation and Amended Regulations that calls for a greater than simple majority vote be changed to require a majority of the votes cast for and against the proposal, or a simple majority in compliance with applicable laws and (ii) that the Board fully support this proposal topic and spend $50,000 or more to solicit the support. The proposal received the following vote:

Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
220,737,072

 
97,336,222

 
3,493,937

 
45,642,703



Item 8 - Shareholder Proposal: Proxy Access Regulation (Bylaw). A shareholder proposal requesting the Board of Directors adopt, and present for shareholder approval, a proxy access regulation (by-law) requiring the Company to include in proxy materials prepared for a shareholder meeting, at which directors are to be elected, specified information regarding any person nominated for election to your board by a shareholder or group that meet certain criteria and that the Company allow shareholders to vote on such nominee on the Company’s proxy card. The proposal received the following vote:

Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes
226,599,452

 
90,710,293

 
4,257,496

 
45,642,703



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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 19, 2015

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


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