FIRSTENERGY CORP. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
EffectiveMay 18, 2021 , the Board of Directors ofFirstEnergy Corp. (the "Company") approved its Second Amended and Restated Code of Regulations reflecting ministerial changes to the Amended and Restated Code of Regulations, which were effectiveJuly 16, 2019 , as amended. The foregoing description of the Second Amended and Restated Code of Regulations does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Code of Regulations, a copy of which is included as Exhibit 3 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The company held its Annual Meeting of Shareholders in a virtual only format onMay 18, 2021 . Reference is made to the Company's 2021 Proxy Statement filed with theSecurities and Exchange Commission onMarch 29, 2021 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 2022 and until their successors shall have been elected: Number of Votes Nominees For Withhold Abstentions Broker Non-Votes Michael J. Anderson 383,676,395 16,934,021 1,676,684 52,639,900 Steven J. Demetriou 395,875,822 4,035,245 2,376,037 52,639,896 Julia L. Johnson 376,276,222 23,699,362 2,311,517 52,639,899 Jesse A. Lynn 391,058,693 9,368,815 1,859,588 52,639,904 Donald T. Misheff 343,399,024 56,396,011 2,492,303 52,639,662 Thomas N. Mitchell 392,574,465 7,270,819 2,441,818 52,639,898 James F. O'Neil III 392,080,660 7,835,234 2,371,207 52,639,899
Christopher D. Pappas 389,852,338 10,074,940 2,359,821 52,639,901
Luis A. Reyes 392,213,943 7,724,703 2,348,455 52,639,899
John W. Somerhalder II 396,471,875
3,963,091 1,852,136 52,639,898
Steven E. Strah 396,980,800 3,728,165 1,578,373 52,639,662
Andrew Teno 391,221,146 9,192,225 1,873,730 52,639,899
Leslie M. Turner 392,583,407 7,345,166 2,358,530 52,639,897
Melvin D. Williams 396,632,868 3,757,995 1,896,235 52,639,902
Item 2 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the 2021 fiscal year. Item 2
was approved and received the following vote:
Number of Votes
For Against Abstentions
445,977,613 7,592,532 1,356,855
Item 3 - Approve, on an advisory basis, named executive officer compensation.
Item 3 was approved and received the following vote:
Number of Votes
For Against Abstentions Broker Non-Votes
385,913,955 13,629,055 2,743,932 52,640,058
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Second Amended and Restated Code of Regulations of FirstEnergy Corp. ,
3 effective May 18, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
-------------------------------------------------------------------------------- Forward-Looking Statements: This Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms "anticipate," "potential," "expect," "forecast," "target," "will," "intend," "believe," "project," "estimate," "plan" and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following: the effectiveness of our ongoing discussions with theU.S. Attorney's Office of the S.D. Ohio to resolve its investigation with respect to us; the results of the internal investigation and evaluation of our controls framework and remediation of our material weakness in internal control over financial reporting; the risks and uncertainties associated with government investigations regarding Ohio House Bill 6 and related matters including potential adverse impacts on federal or state regulatory matters including, but not limited to, matters relating to rates; the potential of non-compliance with debt covenants in our credit facilities due to matters associated with the government investigations regarding Ohio House Bill 6 and related matters; the risks and uncertainties associated with litigation, arbitration, mediation and similar proceedings; legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity; the ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, maintaining financial flexibility, overcoming current uncertainties and challenges associated with the ongoing government investigations, executing our transmission and distribution investment plans, greenhouse gas reduction goals, controlling costs, improving our credit metrics, strengthening our balance sheet and growing earnings; economic and weather conditions affecting future operating results, such as a recession, significant weather events and other natural disasters, and associated regulatory events or actions in response to such conditions; mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; the extent and duration of COVID-19 and the impacts to our business, operations and financial condition resulting from the outbreak of COVID-19 including, but not limited to, disruption of businesses in our territories, volatile capital and credit markets, legislative and regulatory actions, including the vaccine's efficacy and the effectiveness of its distribution; the effectiveness of our pandemic and business continuity plans, the precautionary measures we are taking on behalf of our customers, contractors and employees, our customers' ability to make their utility payment and the potential for supply-chain disruptions; actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity; changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers' demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with which we do business; the risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, or adverse tax audit results or rulings; and the risks and other factors discussed from time to time in ourSEC filings. Dividends declared from time to time onFirstEnergy Corp.'s common stock during any period may in the aggregate vary from prior periods due to circumstances considered byFirstEnergy Corp.'s Board of Directors at the time of the -------------------------------------------------------------------------------- actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. These forward-looking statements are also qualified by, and should be read together with, the risk factors included inFirstEnergy Corp.'s filings with theSEC , including but not limited to the most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor onFirstEnergy Corp.'s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.FirstEnergy Corp. expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.
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