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
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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:
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| | | | | | | | | |
| | Number of Votes |
| | For | | Withheld | | Broker Non-Votes |
| | | | | | |
Paul T. Addison | | 314,496,926 |
| | 7,071,387 |
| | 45,642,703 |
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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:
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| | | | | | | |
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:
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| | | | | | | | | | |
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:
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| | | | | | | | | | |
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:
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| | | | | | | | | | |
Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
60,088,566 |
| | 250,317,737 |
| | 11,160,934 |
| | 45,642,703 |
|
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:
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| | | | | | | | | | |
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:
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Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
220,737,072 |
| | 97,336,222 |
| | 3,493,937 |
| | 45,642,703 |
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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:
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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
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| FIRSTENERGY CORP. |
| Registrant |
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By: | /s/ K. Jon Taylor |
| K. Jon Taylor Vice President, Controller and Chief Accounting Officer |