FIRSTENERGY CORP
For the period ended May 21, 2025. Filed Apr 3, 2025.
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May 21, 2025 · Filed Apr 3, 2025
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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 ☒ | |
|---|---|
| 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 toOur Shareholders
April 3, 2025
| Letter to Our Shareholders | Brian X. Tierney Board Chair, President and Chief Executive Officer |
Dear FirstEnergy Shareholders:
Thank you for your investment in FirstEnergy.
In December, I was humbled when your Board elected me as its new Chair, succeeding John Somerhalder, who served as Chair since 2022 and remains a director of the Board. On behalf of the entire Board, I thank John for his contributions to the company during a period of significant transition. I also thank Lisa Winston Hicks, who provides strong independent Board leadership in her ongoing role as the Board’s Lead Independent Director.
Together with Lisa and the entire Board, we are committed to advancing FirstEnergy’s strategy and driving progress while demonstrating strong governance, responsible business practices and stewardship.
As your company progresses on its extraordinary transformation, the Board and company leadership very much appreciate the ongoing, constructive engagement with our stakeholders, which positions us to better understand and respond to their interests and informs the company’s decisions.
We commit to continued engagement with you and to keeping you updated on your company’s progress.
2024 Milestones
Our Board and leadership team are driven by a singular focus: transforming FirstEnergy into a premier electric company that delivers value to our investors and superior service to the 6 million customers who depend on us.
In the past year, we achieved several important milestones as we advanced this goal. We redesigned our operating model, moving accountability and decision-making closer to our customers, employees and regulators in each of our five states and in our stand alone transmission business. We also assembled a strong and experienced leadership team charged with building a high-performance culture.
When we completed the final phase of our $7 billion equity raise last year, we improved our balance sheet and powered a comprehensive capital plan to capture the immense investment opportunities to address our customers’ needs and growth. In addition, we significantly derisked the company by completing constructive rate reviews and formula rate filings for 83% of our rate base since the fourth quarter of 2023 and resolving several legacy issues.
Together, these accomplishments strengthened FirstEnergy’s foundation and fueled our growth. This work has been integral to successfully activating our Virtuous Cycle business model: invest in our electric infrastructure and our people; operate safely and efficiently with a focus on continuous improvement; recover our prudently incurred investments; and efficiently finance our regulated operations.
As we grow, we are committed to returning value to our shareholders. Dividends declared in 2024 totaled $1.70 per share, an increase of just over 6% versus 2023.
2025 PROXY STATEMENT
Letter toOur Shareholders
Making a Positive Impact
FirstEnergy is privileged to provide a service that powers the modern way of life. We are committed to enhancing the customer experience and driving our growth through our Energize365 capital investment program. In 2024 we invested $4.5 billion in our system, an increase of more than 20% compared to 2023. Earlier this year, we expanded this plan through 2029 with investments of $28 billion focused on enhancing system reliability and resiliency, preparing for demand growth and electrification, and integrating all types of energy sources while maintaining our strong affordability position. We expect Energize365 investments to result in compounded annual rate base growth of 9% through the end of the 2025-2029 period. These investments are tailored for each of our five businesses and aligned with the regulatory outcomes and commitments we have made to our customers in each jurisdiction.
Effective and timely recovery of our investments is instrumental to executing our strategy. The rate cases approved in Maryland, West Virginia, New Jersey and Pennsylvania since late 2023 set the table for improving reliability and financial performance with an annual revenue increase of nearly $450 million. They also demonstrate our ability to reach constructive regulatory outcomes that support our customers and our attractive risk profile.
Helping our communities thrive is fundamental to our mission, and we’re proud to support economic growth in our region. Our well-positioned footprint continues to be attractive to data center developers. Projects under contract are expected to expand data center load in our footprint by more than 500%, to 2.6 gigawatts, by 2029, while our pipeline of projects in earlier stages of development support additional growth above those levels through this period.
While our existing transmission capacity and planned transmission investments support data center expansion, we are advocating on behalf of our customers to ensure there is continued access to reliable and affordable electric service in light of the rapid changes in the U.S. electric system. We’re committed to working collaboratively across the industry to address this challenge on our customers’ behalf.
Building a High-Performance Organization
A primary focus of our new leadership team is driving performance excellence and building a strong culture of continuous improvement across the organization. This includes demonstrating strong financial discipline and ensuring our processes, performance and accountability are consistent with being a premier electric company.
FIRSTENERGY CORP.
Letter toOur Shareholders
To achieve our goals, we must work safely and efficiently, harness the power of technology and empower our people to do their best work. Our future will be driven by our engaged workforce and powered by an uncompromising commitment to our Core Values. We are committed to maintaining the highest standards of ethics, integrity and compliance to deliver an exceptional customer experience and superior operational performance.
Our leadership team is laser-focused on delivering on our commitments. We are excited about the future and look forward to building on our momentum and delivering value to our investors.
2025 Annual Meeting of Shareholders
I hope you will join us for our 2025 Annual Meeting of Shareholders, which will be held as an online-only event on May 21, 2025, at 8 a.m. EDT. A schedule of business to be conducted during the meeting and instructions on how you can vote your shares online, by phone or by mail, are available in the accompanying Notice of the 2025 Annual Meeting of Shareholders. In addition, I invite you to review this Proxy Statement for more information about your Director nominees, the Board’s governance and oversight practices, and executive compensation programs.
To attend the virtual Annual Meeting, please follow the registration instructions listed on your proxy card. Additional information is available in the Questions and Answers section of this Proxy Statement under the heading “Attending the Virtual Annual Meeting.”
Thank you for your support.
Brian X. Tierney
2025 PROXY STATEMENT
Notice of Annual Meeting of Shareholders
Please carefully review this Notice, the FirstEnergy Corp.’s (the “Company”) Annual Report to Shareholders for the year ended December 31, 2024 (the “2024 Annual Report”), and the accompanying Proxy Statement 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 2025 Annual Meeting of Shareholders (the “Annual Meeting”).
| DATE AND TIME Wednesday, May 21, 2025 8:00 a.m. EDT RECORD DATE March 25, 2025 | LOCATION The Annual Meeting will be a virtual meeting of shareholders, conducted via live webcast, and will take place at: www.cesonlineservices.com/fe25_vm. Online access will begin at 7:30 a.m. EDT on May 21, 2025. There will be no physical location for in-person attendance at the Annual Meeting. Shareholders must register in advance to attend, ask a question 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, 2025, 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 April 3, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 21, 2025. Our Proxy Statement is attached. Financial and other information concerning FirstEnergy Corp. is contained in our 2024 Annual Report. The Proxy Statement and the 2024 Annual Report are available, free of charge, at www.FirstEnergyCorp.com/AnnualMeeting.
2025 PROXY STATEMENT
Table ofContents
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