FE 8-K May 21, 2013
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 21, 2013
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Commission | | Registrant; State of Incorporation; | | I.R.S. Employer |
File Number | | Address; and Telephone Number | | Identification No. |
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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. (the “Company”) held its Annual Meeting of Shareholders on May 21, 2013 in Morgantown, West Virginia. Reference is made to FirstEnergy's 2013 Proxy Statement filed with the Securities and Exchange Commission on April 1, 2013, 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 members of the Board of Directors) were elected to the Company's Board of Directors for a term expiring at the Annual Meeting of Shareholders in 2014 and until their successors shall have been elected:
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| | | | | | | | | |
| | Number of Votes |
| | For | | Withheld | | Broker Non-Votes |
| | | | | | |
Paul T. Addison | | 308,821,081 |
| | 10,063,085 |
| | 49,067,957 |
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Anthony J. Alexander | | 305,231,437 |
| | 13,652,729 |
| | 49,067,957 |
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Michael J. Anderson | | 308,843,589 |
| | 10,040,577 |
| | 49,067,957 |
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Dr. Carol A. Cartwright | | 307,088,102 |
| | 11,796,064 |
| | 49,067,957 |
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William T. Cottle | | 308,774,844 |
| | 10,109,322 |
| | 49,067,957 |
|
Robert B. Heisler, Jr. | | 197,127,222 |
| | 121,756,944 |
| | 49,067,957 |
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Julia L. Johnson | | 306,932,416 |
| | 11,951,750 |
| | 49,067,957 |
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Ted J. Kleisner | | 197,051,242 |
| | 121,832,924 |
| | 49,067,957 |
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Donald T. Misheff | | 308,945,052 |
| | 9,939,114 |
| | 49,067,957 |
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Ernest J. Novak, Jr. | | 308,955,376 |
| | 9,928,790 |
| | 49,067,957 |
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Christopher D. Pappas | | 197,375,687 |
| | 121,508,479 |
| | 49,067,957 |
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Catherine A. Rein | | 193,949,972 |
| | 124,934,194 |
| | 49,067,957 |
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George M. Smart | | 307,648,905 |
| | 11,235,261 |
| | 49,067,957 |
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Wes M. Taylor | | 197,135,832 |
| | 121,748,334 |
| | 49,067,957 |
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Item 2 - Ratify the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm, for the 2013 fiscal year. There were no broker non-votes for this item. Item 2 was approved and received the following vote:
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Number of Votes |
For | | Against | | Abstentions |
361,099,931 |
| | 4,477,999 |
| | 2,375,620 |
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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 |
187,424,837 |
| | 126,199,024 |
| | 5,260,948 |
| | 49,067,957 |
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Item 4 - A management proposal to amend the Company's Amended Articles of Incorporation and Amended Code of Regulations to change certain voting requirements to allow for a majority voting power threshold. Item 4 was not approved and received the following vote:
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Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
306,734,417 |
| | 8,405,649 |
| | 3,745,527 |
| | 49,067,957 |
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Item 5 - A shareholder proposal requesting that the Board of Directors adopt a policy to end the practice of benchmarking the CEO's total compensation. The proposal was not approved and received the following vote:
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Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
29,568,931 |
| | 284,379,823 |
| | 4,936,808 |
| | 49,067,957 |
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Item 6 - A shareholder proposal requesting that the Board of Directors seek shareholder approval for any future extraordinary retirement benefits for senior executives. The proposal was not approved and received the following vote:
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Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
102,825,191 |
| | 211,408,338 |
| | 4,651,266 |
| | 49,067,957 |
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Item 7 - A shareholder proposal requesting that the Compensation Committee of the Board of Directors adopt a policy requiring senior executives to retain a significant percentage of shares acquired through equity compensation programs until reaching normal retirement age or terminating employment with the Company. The proposal was not approved and received the following vote:
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Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
66,832,836 |
| | 246,800,713 |
| | 5,251,432 |
| | 49,067,957 |
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Item 8 - 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. The proposal was not approved and received the following vote:
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Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
119,761,848 |
| | 194,317,360 |
| | 4,805,767 |
| | 49,067,957 |
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Item 9 - A shareholder proposal requesting the Board of Directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The proposal was not approved and received the following vote:
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Number of Votes |
For | | Against | | Abstentions | | Broker Non-Votes |
117,246,266 |
| | 196,172,288 |
| | 5,466,239 |
| | 49,067,957 |
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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 23, 2013
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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 |