FIRSTENERGY CORP
For the period ended May 22, 2024. Filed Mar 29, 2024.
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May 22, 2024 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | |
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| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| FirstEnergy Corp. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
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| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter fromOur Chair
March 29, 2024
| Letter from Our CEO & Chair | Brian X. Tierney President & CEO John W. Somerhalder III Non-Executive Board Chair |
Dear FirstEnergy Shareholders:
Thank you for your confidence in FirstEnergy. On behalf of your Board of Directors and management team, we hope you will join us at our 2024 Annual Meeting of Shareholders on May 22, 2024, at 8 a.m., EDT. A schedule of business to be conducted at the meeting is available in the attached Notice of the 2024 Annual Meeting of Shareholders, and the accompanying Proxy Statement includes information about your Board; items to be voted on; FirstEnergy’s employee, environmental, social and governance (“EESG”) practices; and our executive compensation programs. To support greater accessibility for all shareholders, the meeting will be conducted online. To attend the virtual event, please follow the registration instructions listed on your proxy card. Additional registration information is available in the Questions and Answers section of this Proxy Statement, under the heading, “Attending the Virtual Annual Meeting.”
A New Energy
Powered by our passionate employees and guided by our experienced leadership team and engaged Board, FirstEnergy is accelerating its transformation into a premier utility. We’re proud of the progress we’ve made. With a strong foundation, clear focus and robust strategy to deliver long-term value to our shareholders, customers, communities and employees, we’re excited about our future. Your Board and FirstEnergy’s executive management team are aligned behind a business model grounded in investing, operating, recovering costs and financing our regulated utility operations. This business model creates a “virtuous cycle” that will help improve reliability and the customer experience, grow rate base, engage employees, improve returns and maintain a strong balance sheet. Along with our unwavering commitment to ethics and integrity, performance excellence and continuous improvement, we are confident that strong execution of this model will help us achieve our strategic objectives and deliver value to our investors. Our recent results illustrate the compelling progress we are making in your Company’s transformation, guided by the virtuous cycle.
2024 PROXY STATEMENT
Letter fromOur Chair
Invest
We invest in our regulated operations to improve reliability and the customer experience. We invest in our people to attract, retain and develop talented, diverse and engaged employees to carry out our mission.
| ◾ | Implementing a robust plan for customer-focused growth. Earlier this year, we expanded our customer-focused growth initiatives with the introduction of Energize365, a five-year, $26 billion regulated investment program to deliver the power our customers depend on now and in the future. Energize365 solidly supports our long-term, 6% to 8% targeted annual operating earnings per share growth rate. |
| ◾ | Revitalizing our leadership team. We were pleased to welcome several leaders, all with extensive utility experience, to FirstEnergy in 2023: Wade Smith is our new President of FirstEnergy Utilities; Toby Thomas is Chief Operating Officer; Abigail Phillips is Vice President and Chief Risk Officer; and Amanda Mertens Campbell is Vice President External Affairs. Each of these outstanding individuals has the experience, leadership and integrity to help lead their functions and make a significant difference at your Company. In addition, we’re working to name new presidents for each of our five operating businesses who will report to Wade, as well as an executive to lead our Shared Services organization. |
Operate
The second phase of the cycle engages our skilled, trained, talented and diverse team of employees to effectively implement our investment plans, seek opportunities for continuous improvement as we deliver safe, reliable and affordable electricity to our customers and deliver value to our investors.
| ◾ | Enhancing our focus on the customer. To execute our vision, we’re shifting more decision-making and accountability for our operations closer to our customers, regulators and employees doing the work. Our new operating structure includes five major businesses: Ohio, Pennsylvania, New Jersey, West Virginia/Maryland and our standalone Transmission properties. This structure will foster better execution at the business unit level. |
| ◾ | Embracing a continuous improvement mindset. We were buffeted by numerous financial headwinds in 2023, including weather and the impact of market conditions on our pension plan. Through a determined effort by our employees, we focused on the things we could control: managing costs, enhancing the customer experience and seeking opportunities for continuous improvement. As a result, we increased our customer-focused investments, exceeded our guidance midpoint and entered 2024 on strong footing. |
FIRSTENERGY CORP.
Letter fromOur Chair
Recover
Operating effectively leads to strong, predictable results and enhances credibility with our stakeholders. In turn, we build supportive relationships with regulators, customers and intervenors to help drive positive rate outcomes that support recovery of our investments.
| ◾ | Achieving important regulatory milestones. In 2023, we launched a robust regulatory calendar to address investments that benefit our customers through reliability enhancements and a smarter and cleaner electric grid while maintaining our strong affordability position. The results to date – including resolution of base rate cases in Maryland, West Virginia and New Jersey – are reasonable and constructive for FirstEnergy and support prudent investments for customers. |
Finance
With sound capital allocation, enhanced reliability and better regulatory outcomes, FirstEnergy represents a compelling investment and can finance the business at a lower cost of capital, allowing us to begin the virtuous cycle all over again at “Invest.”
| ◾ | Dramatically strengthening our financial position. Since 2021, we’ve raised $7 billion in equity capital to significantly improve our balance sheet in a manner that enhances the overall value of our Company. We’ve also reduced risk associated with our pension plan and optimized our financing plan to retain flexibility in a high interest rate environment. Our stronger balance sheet supports our plan to fund Energize365 investments through organic internal cash flow and utility debt – not incremental equity. |
| ◾ | Returning value to shareholders. Reflecting your Company’s stronger financial position, last year the Board increased the targeted dividend payout ratio to 60 to 70 percent of operating earnings. We subsequently raised the quarterly dividend for the first time in more than three years and announced a second increase earlier this month. Subject to continued Board approval, these increases represent an annual rate of $1.70 per share in 2024, or a 6% increase compared to dividends declared in 2023. Our goal is to increase our dividend with operating earnings growth over time. |
Our Commitment to Responsible Business
Woven through our business model is our commitment to responsible business that supports our customers and employees, demonstrates strong stewardship of the environment and our communities, and is grounded in strong governance. This includes ongoing, constructive engagement with our stakeholders, which positions us to understand and respond to their needs and strengthen these important relationships. Responsible business is good business that helps us refine and execute our strategies while advancing our goal to become a leader in our industry.
Your Board and management team will continue to engage with you regularly and keep you updated on your Company’s progress. I invite you to read more about your Board of Directors, Company strategies, business practices and executive compensation programs in the accompanying Proxy Statement.
FirstEnergy is establishing a track record of strong execution. With a diversified asset mix, improved balance sheet and a strong affordability position, we are well positioned to significantly enhance the customer experience and provide value to our investors. We understand that your confidence in our Company is predicated on execution of our operating, regulatory and investment plans, and we intend to continue demonstrating positive milestones in each of these categories in 2024.
We appreciate your support and thank you in advance for voting promptly.
| Brian X. Tierney | John W. Somerhalder |
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2024 PROXY STATEMENT
Notice of Annual Meeting of Shareholders
Please carefully review this Notice, the FirstEnergy Corp.’s Annual Report to Shareholders for the year ended December 31, 2023 (the “2023 Annual Report”), and the accompanying Proxy Statement of FirstEnergy Corp. (the “Company”) and vote your shares by following the instructions on your proxy card/voting instruction form or Notice of Internet Availability of Proxy Materials to ensure your vote is cast at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”).
| DATE AND TIME Wednesday, May 22, 20248:00 a.m. EDT RECORD DATE March 25, 2024 | WEBCAST The Annual Meeting will be a virtual meeting of shareholders, conducted via live webcast, and will take place at: www.cesonlineservices.com/fe24_vm. Online access will begin at 7:30 a.m. EDT on May 22, 2024. There will be no physical location for in-person attendance at the Annual Meeting. Shareholders must register in advance to attend, ask questions or vote at the virtual Annual Meeting. Registration instructions are available in the Questions and Answers section of the accompanying Proxy Statement, under the heading, “Attending the Virtual Annual Meeting.” Only shareholders of record as of the close of business on March 25, 2024, or their proxy holders, may vote at the Annual Meeting. |
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AGENDA
On behalf of the Board of Directors,
Mary M. Swann Corporate Secretary and Associate General Counsel Akron, Ohio
This Notice and accompanying Proxy Statement are first being mailed or made available to shareholders on or about March 29, 2024.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 22, 2024. Our Proxy Statement is attached. Financial and other information concerning FirstEnergy Corp. is contained in our 2023 Annual Report. The Proxy Statement and the 2023 Annual Report are available, free of charge, at www.FirstEnergyCorp.com/AnnualMeeting.
2024 PROXY STATEMENT
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