Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On May 17, 2022, the Board of Directors (the "Board") of FirstEnergy Corp. (the
"Company") appointed Mr. John W. Somerhalder II, who has been serving as Vice
Chair and Executive Director since March 2021, as Chair of the Board, effective
immediately. In connection with Mr. Somerhalder's appointment as Chair of the
Board, his employment as an executive of the Company will end effective May 20,
2022.

Also on May 17, 2022, at the recommendation of the Compensation Committee of the
Board, the Board approved for Mr. Somerhalder, in connection with his role as
Vice Chair and Executive Director and subject to applicable tax withholding, a
grant of performance-based restricted stock units ("PRSUs") for his service as
an executive of the Company from March 1, 2022, to May 20, 2022, equal in target
value to $185,132 based on the number of days in the period. The PRSUs have
generally similar terms to the long-term incentive compensation awards provided
to the other executives and as such, are expected to vest upon the completion
of, and to be subject to performance metrics and goals previously established by
the Board for, the 2022-2024 performance cycle for the Long-Term Incentive
Program, and pay from 0% to 200% of the target award. Mr. Somerhalder did not
previously receive a 2022 long-term incentive compensation award.

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 on
May 17, 2022. Reference is made to the Company's 2022 Proxy Statement filed with
the Securities and Exchange Commission on March 23, 2022, 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) were elected to the Company's Board for a term expiring at the Annual Meeting of Shareholders in 2023 and until their successors shall have been elected:


                                                                                  Number of Votes
             Nominees                        For                      Withhold                  Abstentions                Broker Non-Votes
      Jana T. Croom                      456,744,070                 3,752,248                   2,389,652                    40,358,563
      Steven J. Demetriou                370,064,727                 90,464,530                  2,356,710                    40,358,566
      Lisa Winston Hicks                 456,876,519                 3,732,669                   2,276,779                    40,358,566
      Paul Kaleta                        456,833,835                 3,610,240                   2,441,894                    40,358,564
      Sean T. Klimczak                   455,176,178                 5,012,380                   2,697,407                    40,358,568
      Jesse A. Lynn                      430,414,809                 29,883,456                  2,587,701                    40,358,567
      James F. O'Neil III                413,097,552                 47,378,474                  2,409,944                    40,358,563
      John W. Somerhalder II             431,658,237                 28,841,839                  2,385,893                    40,358,564
      Steven E. Strah                    456,796,683                 3,893,601                   2,195,682                    40,358,567
      Andrew Teno                        452,125,733                 8,072,589                   2,687,640                    40,358,571
      Leslie M. Turner                   453,744,026                 6,970,415                   2,171,528                    40,358,564
      Melvin Williams                    431,577,074                 29,981,009                  2,327,883                    40,358,567



Item 2 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the 2022 fiscal year. Item 2
was approved and received the following vote:

                       Number of Votes
        For                Against           Abstentions
    486,467,577          14,230,781           2,546,175

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
    437,587,189          21,762,696           3,536,068             40,358,580





--------------------------------------------------------------------------------

Item 4 - Shareholder proposal requesting a report relating to electric vehicles
and charging stations with regards to child labor outside of the United States.
Item 4 was not approved and received the following vote:
                                   Number of Votes
        For                Against           Abstentions         Broker Non-Votes
     12,138,027          407,028,715          43,719,214            40,358,577

Item 5 - Shareholder proposal regarding special shareholder meetings. Item 5 was not approved and received the following vote:


                                   Number of Votes
        For                Against           Abstentions         Broker Non-Votes
    174,301,021          285,160,654          3,424,272             40,358,586

Item 7.01 Regulation FD Disclosure.



In a press release dated May 17, 2022, the Company announced, among other
things, that the Company's Board appointed Mr. John W. Somerhalder II as Chair
of the Board and Ms. Lisa Winston Hicks as Lead Independent Director. Each of
Mr. Somerhalder and Ms. Hicks will serve in their respective roles for a term of
one year. A copy of the press release regarding the Company's announcement is
attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information set forth in and incorporated by reference into this Item 7.01
of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of
Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any of the
Company's filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934, whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing. The furnishing of this Item
7.01 of this Current Report on Form 8-K shall not be deemed an admission as to
the materiality of any information herein that is required to be disclosed
solely by reason of Regulation FD.

Item 9.01 Financial Statements and Exhibits


                                  (d)   Exhibits


Exhibit No.                Description
99.1                         Press Release issued by FirstEnergy Corp., dated May 17, 2022
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 potential liabilities, increased costs and
unanticipated developments resulting from government investigations and
agreements, including those associated with compliance with or failure to comply
with the Deferred Prosecution Agreement with the U.S. Attorney's Office for the
Southern District of Ohio; the risks and uncertainties associated with
government investigations and audits regarding Ohio House Bill 6, as passed by
Ohio's 133rd General Assembly ("HB 6") and related matters, including potential
adverse impacts on federal or state regulatory matters, including, but not
limited to, matters relating to rates; the risks and uncertainties associated
with litigation, arbitration, mediation, and similar proceedings, particularly
regarding HB 6 related matters, including risks associated with obtaining court
approval of the definitive settlement agreement in the derivative shareholder
lawsuits; weather conditions, such as temperature variations and severe weather
conditions, or other natural disasters affecting future operating results and
associated regulatory actions or outcomes in response to such conditions;
legislative and regulatory developments, including, but not limited to, matters
related to rates, compliance and enforcement activity, cybersecurity, and
climate change; the ability to accomplish or realize anticipated benefits from
our FE Forward initiative and our other strategic and financial goals,
including, but not limited to, 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, growing earnings, strengthening
our balance sheet, and satisfying the conditions necessary to close the sale of
the minority interest in FirstEnergy Transmission, LLC; the risks associated
with cyber-attacks and other disruptions to our, or our vendors', information
technology system, which may compromise our operations, and data security
breaches of sensitive data, intellectual property and proprietary or personally
identifiable information; 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 the COVID-19 pandemic and the
related 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, supply chain disruptions, additional costs,
workforce impacts and governmental and regulatory responses to the pandemic,
such as moratoriums on utility disconnections and workforce vaccination
mandates; 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 factors such as
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, economic
conditions, the impact of climate change, or energy efficiency and peak demand
reduction mandates; changes in national and regional economic conditions,
including recession and inflationary pressure, affecting us and/or our customers
and those vendors with which we do business; the potential of non-compliance
with debt covenants in our credit facilities; 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, 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 our Securities and Exchange Commission
("SEC") filings. These forward-looking statements are also qualified by, and
should be read together with, the risk factors included in FirstEnergy Corp.'s
filings with the SEC, 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 on FirstEnergy 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.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses