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 29, 2009
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Commission
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Registrant;
State of Incorporation;
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I.R.S.
Employer
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File
Number
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Address;
and Telephone Number
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Identification
No.
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333-21011
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FIRSTENERGY
CORP.
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34-1843785
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(An
Ohio Corporation)
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76
South Main Street
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Akron,
OH 44308
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Telephone (800)736-3402
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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))
At management’s
recommendation in response to the continued economic downturn among other
factors, the Board of Directors of FirstEnergy Corp. (Company) on May 29, 2009,
approved base salary reductions effective June 7, 2009 for the following 2009
named executive officers (NEOs). The reductions are as follows:
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Anthony J.
Alexander from $1,340,000 to $1,005,000, a reduction of
25%,
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Gary R.
Leidich from $650,000 to $520,000, a reduction of
20%,
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Richard R.
Grigg from $750,000 to $600,000, a reduction of 20%,
and
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Leila L.
Vespoli from $530,000 to $424,000, a reduction of
20%.
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A provision allowing
for the potential restoration of the base salary does not apply to Mr.
Alexander. If the Company’s earnings per share target is achieved,
inclusive of the cost of restoring such salary reductions or any portion
thereof, the base salary reductions, or portion thereof for all affected
employees, including the other above NEOs, would be restored at a future time as
conditions permit.
The Board also
concurred with management’s recommendation for the NEOs to allow for the
potential reduction of the 2010 payments of the components of the Long-Term
Incentive Program (LTIP), performance shares and performance-adjusted restricted
stock units. If the financial performance target for the Company is
achieved but the payments for the FirstEnergy Corp. Savings Plan (Savings Plan)
bonus match and the Short-Term Incentive Program (STIP) are not paid to target
levels, the 2010 LTIP payments for the NEOs will be reduced by the ratio of
actual versus earned payments for the Savings Plan bonus match and the
STIP. On June 1, 2009, the NEOs signed written consents to the
foregoing LTIP adjustments.
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. 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,"
"believe," "estimate" 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. Actual results may differ materially
due to the speed and nature of increased competition in the electric utility
industry and legislative and regulatory changes affecting how generation rates
will be determined following the expiration of existing rate plans in Pennsylvania, the impact
of the PUCO's regulatory process on the Ohio Companies associated with the
distribution rate case, the impact of the competitive generation procurement
process in Ohio, economic or weather conditions affecting future sales and
margins, changes in markets for energy services, changing energy and commodity
market prices and availability, replacement power costs being higher than
anticipated or inadequately hedged, the continued ability of FirstEnergy’s
regulated utilities to collect transition and other charges or to recover
increased transmission costs, maintenance costs being higher than anticipated,
other legislative and regulatory changes, revised environmental requirements,
including possible greenhouse gas emission regulations, the potential impacts of
the U.S. Court of Appeals' July 11, 2008 decision requiring revisions to the
CAIR rules and the scope of any laws, rules or regulations that may ultimately
take their place, the uncertainty of the timing and amounts of the capital
expenditures needed to, among other things, implement the AQC Plan (including
that such amounts could be higher than anticipated or that certain generating
units may need to be shut down) or levels of emission reductions related to the
Consent Decree resolving the NSR litigation or other potential regulatory
initiatives, adverse regulatory or legal decisions and outcomes (including, but
not limited to, the revocation of necessary licenses or operating permits and
oversight) by the NRC (including, but not limited to, the Demand for Information
issued to FENOC on May 14, 2007), Met-Ed's and Penelec's transmission service
charge filings with the PPUC, the continuing availability of generating units
and their ability to operate at or near full capacity, the ability to comply
with applicable state and federal reliability standards, the ability to
accomplish or realize anticipated benefits from strategic goals (including
employee workforce initiatives), the ability to improve electric commodity
margins and to experience growth in the distribution business, the changing
market conditions that could affect the value of assets held in FirstEnergy’s
nuclear decommissioning trusts, pension trusts and other trust funds, and cause
it to make additional contributions sooner, or in an amount that is larger than
currently anticipated, the ability to access the public securities and other
capital and credit markets in accordance with FirstEnergy’s financing plan and
the cost of such capital, changes in general economic conditions affecting the
Registrant, the state of the capital and credit markets affecting the
Registrant, interest rates and any actions taken by credit rating agencies that
could negatively affect FirstEnergy’s access to financing or its costs and
increase its requirements to post additional collateral to support outstanding
commodity positions, letters of credit and other financial guarantees, the
continuing decline of the national and regional economy and its impact on
FirstEnergy’s major industrial and commercial customers, issues concerning the
soundness of financial institutions and counterparties with which FirstEnergy
does business, and the risks and other factors discussed from time to time in
the Registrant’s SEC filings, and other similar factors. The foregoing
review of factors 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’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. The
Registrant expressly disclaims any current intention to update any
forward-looking statements contained herein as a result of new information,
future events, or otherwise.
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 thereunto
authorized.
June 5,
2009
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FIRSTENERGY
CORP.
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Registrant
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By:
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Harvey L.
Wagner
Vice
President, Controller and
Chief
Accounting Officer
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