8-K Dated 5/21/14


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 20, 2014




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 20, 2014 in Akron, Ohio. Reference is made to the Company's 2014 Proxy Statement filed with the Securities and Exchange Commission on April 1, 2014, 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 2015 and until their successors shall have been elected:

 
 
Number of Votes
 
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Paul T. Addison
 
301,178,991

 
8,527,799

 
54,550,803

Anthony J. Alexander
 
300,897,874

 
8,808,916

 
54,550,803

Michael J. Anderson
 
301,858,026

 
7,848,764

 
54,550,803

William T. Cottle
 
301,224,194

 
8,482,596

 
54,550,803

Robert B. Heisler, Jr.
 
297,662,373

 
12,044,417

 
54,550,803

Julia L. Johnson
 
300,442,872

 
9,263,918

 
54,550,803

Ted J. Kleisner
 
297,796,053

 
11,910,737

 
54,550,803

Donald T. Misheff
 
302,083,580

 
7,623,210

 
54,550,803

Ernest J. Novak, Jr.
 
301,177,624

 
8,529,166

 
54,550,803

Christopher D. Pappas
 
298,125,743

 
11,581,047

 
54,550,803

Catherine A. Rein
 
296,412,750

 
13,294,040

 
54,550,803

Luis A. Reyes
 
301,884,588

 
7,822,202

 
54,550,803

George M. Smart
 
299,763,750

 
9,943,040

 
54,550,803

Wes M. Taylor
 
297,639,606

 
12,067,184

 
54,550,803


Item 2 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm, for the 2014 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
356,914,960

 
4,913,969

 
2,428,664


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

280,601,407

 
23,003,757

 
6,101,008

 
54,550,803


Item 4 - Shareholder Proposal: Adoption of a Specific Performance Policy. A shareholder proposal requesting that the Compensation Committee of the Board of Directors (Compensation Committee) adopt a policy regarding certain equity compensation plans to require shareholder approval of quantifiable performance metrics, numerical formulas and payout schedules for at least a majority of future awards to the named executive officers of the Company. The proposal was not approved and received the following vote:

 
Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes

24,774,736

 
279,898,285

 
5,033,151

 
54,550,803







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Item 5 - Shareholder Proposal: Retirement Benefits. A shareholder proposal requesting that the Board of Directors seek shareholder approval for any future extraordinary retirement benefits for senior executives and requesting that the Board of Directors implement such policy in a manner that does not violate any existing employment agreements or vested pension benefits. The proposal was not approved and received the following vote:

Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes

106,059,914

 
198,914,184

 
4,731,591

 
54,550,803


Item 6 - Shareholders Proposal: Vesting of Equity Award Policy. A shareholder proposal requesting that the Board of Directors adopt a policy that, in the event of a change of control of the Company, there shall be no acceleration of vesting of any future equity award to a senior executive, provided, however, that the Compensation Committee may provide that any unvested award may vest on a partial, pro rata basis up to the day of termination. The proposal was not approved and received the following vote:

Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes

76,387,164

 
228,413,103

 
4,905,422

 
54,550,803



Item 7 - Shareholder Proposal: Director Election Majority Vote Standard. 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 with a plurality vote standard retained for contested director elections. The proposal was not approved and received the following vote:

Number of Votes
For
 
Against
 
Abstentions
 
Broker Non-Votes

138,256,965

 
166,828,281

 
4,620,443

 
54,550,803





 


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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 21, 2014

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


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