Item 8.01 Other Events.
On June 15, 2022, the Board of Directors (the "Board") of FirstEnergy Corp. (the
"Company") established the Special Review Committee of the Board (the
"Committee"), commencing the process to review the Company's current c-suite
executives, pursuant to the Stipulation and Agreement of Settlement, dated March
11, 2022, in the shareholder derivative actions, Employees Retirement System of
the City of St. Louis, et al. v. Jones, et al., Case No. 2:20-cv-04813 (S.D.
Ohio); Miller, et al. v. Anderson, et al., Case No. 5:20-cv-1743-JRA (N.D.
Ohio), and In re FirstEnergy Corp., Stockholder Derivative Litigation, Case No.
CV-2020-07-2107 (Summit Cty. Ct. Common Pleas). The Board appointed Ms. Lisa
Winston Hicks and Messrs. Paul Kaleta, Sean Klimczak, Jesse A. Lynn, Andrew
Teno, and Melvin Williams to serve on the Committee. After completing its
review, which is expected to be by mid-September 2022, the Committee will make
recommendations to the full Board, which retains the authority to make final
determinations regarding any such recommendations.
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Forward-Looking Statements: This Form 8-K includes forward-looking statements
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 entered into on
July 21, 2021 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, and strengthening our balance sheet; 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 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.
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