FIRSTENERGY CORP
For the period ended May 20, 2026. Filed Apr 1, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 1, 2026
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Contents
Proxy Statement Summary
2026 Annual Meeting of Shareholders (the “Annual Meeting” or the “Meeting”)
Time and Date: 8:00 a.m. EDT on Wednesday, May 20, 2026
Location: The Annual Meeting will be a virtual meeting of shareholders, conducted via live webcast, and will take place at: www.cesonlineservices.com/fe26_vm. Online access will begin at 7:30 a.m. EDT on May 20, 2026.
Record Date: March 23, 2026
Voting: Shareholders of FirstEnergy Corp. common stock as of the Record Date are entitled to receive the Notice of Annual Meeting of Shareholders and they or their proxy holders may vote their shares at the Annual Meeting.
Admission: If you plan to attend the Annual Meeting, you must register in advance. Registration instructions are available in the Questions and Answers section of the accompanying Proxy Statement, under the heading, “Attending the Virtual Annual Meeting.” Shareholders may only participate online and must pre-register to vote and ask questions at the virtual Annual Meeting.
VOTING MATTERS
| Item1 | Elect the nine nominees named in this Proxy Statement to the Board of Directors (“Board”). Refer to page 27 for more detail. | Item3 | Approve, on an advisory basis, named executive officer compensation. Refer to page 29 for more detail. | ||||
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| ✓ | Your Board recommends you vote FOR the election of all the nominees listed in this Proxy Statement. | ✓ | Your Board recommends you vote FOR this item. | ||||
| Item2 | Ratify the appointment of PricewaterhouseCoopers LLP as the | Item4 | Shareholder proposal. Refer to page 30 for more detail. | ||||
| Company’s independent registered public accounting firm for 2026. Refer to page 28 for more detail. | X | Your Board recommends you vote AGAINST this item. | |||||
| ✓ | Your Board recommends you vote FOR this item. | ||||||
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HOW TO CAST YOUR VOTE
Your vote is important! Even if you plan to attend our Annual Meeting virtually, please cast your vote as soon as possible by:
| Do you hold shares directly with FirstEnergy or in the FirstEnergy Corp. Savings Plan? | |||
| INTERNET | |||
| Use the internet at www.cesvote.com | Mail by returning your proxy card/voting instruction form (1) | ||
| TELEPHONE | DURING THE MEETING | ||
| Call toll-free at 1-888-693-8683 | This year’s meeting will be virtual. For details on voting your shares during the meeting, see “Questions and Answers about the Annual Meeting.” | ||
| (1) If your pre-addressed envelope is misplaced, send your proxy card to Corporate Election Services, Inc., the Company’s independent proxy tabulator and Inspector of Election. The address is FirstEnergy Corp., c/o Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230. | |||
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| Do you hold shares through a bank, broker or other institution (beneficial ownership)? (2) | ||
| Use the internet atwww.proxyvote.com | Call toll-free at1-800-454-8683 | Mail by returning your proxycard/voting instruction form |
| (2) Not all beneficial owners may be able vote at the web address and phone number provided above. If your control number is not recognized, please refer to your voting instruction form for specific voting instructions. | ||
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Please follow the instructions provided on your proxy card/voting instruction form (the “proxy card”), Notice of Internet Availability of Proxy Materials, or electronic or other communications included with your proxy materials. Shareholders as of the Record Date may attend the virtual Annual Meeting and vote if registered in advance by following the Advance Registration Instructions below. Refer to the “Questions and Answers about the Annual Meeting” section below for more details, including the Advance Registration Instructions and questions 2, 13 and 15.
If you have multiple accounts, you may receive more than one proxy card or voting instruction form and related materials. Please vote each proxy card and voting instruction form that you receive.
| Your Board Nominees The following provides summary information about each nominee standing for election to your Board. Each member stands for election annually. Your Board nominees are highly qualified individuals and represent an intentional mix of tenure, thought, perspective, background and experiences. Your Board is periodically refreshed with the addition of candidates whom we believe bring new ideas and fresh perspectives into the boardroom. | Heidi L. Boyd, 41Independent DirectorSenior managing director of Blackstone Infrastructure Group | Jana T. Croom, 49 Independent DirectorChief financial officer ofKimball Electronics, Inc. | |
| Paul Kaleta, 70 Independent DirectorRetired executive vice president andgeneral counsel of First Solar, Inc. | James F. O’Neil III, 67 Independent DirectorFormer chief executive officer and vice chairmanof Orbital Infrastructure Group, Inc. | ||
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| Leslie M. Turner, 68 Independent DirectorRetired senior vice president,general counsel and corporate secretary of The Hershey Company| Other public boards 1 | |||
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| Steven J. Demetriou, 67 Independent Director Executive chair of Amentum Holdings, Inc.| Other public boards 2 | Lisa Winston Hicks, 59 Independent DirectorLead Independent Director of FirstEnergy Corp. Retired board chair of MV Transportation, Inc. | OUR COLLECTIVE DIRECTOR NOMINEE SKILLS |
| John W. Somerhalder II, 70Independent DirectorPreviously Board Chair and Interim President and Chief Executive Officer of FirstEnergy Corp. | Other public boards 1 | Brian X. Tierney, 58DirectorBoard Chair, President and Chief Executive Officer of FirstEnergy Corp. |
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Key Board Corporate Governance Features
Your Board is committed to strong corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Highlights include:
| Independent Oversight | ▪All directors are independent, other than our Chief Executive Officer ("CEO"). Our former Executive Vice Chair, who also served as interim CEO, meets the NYSE Independence Standards.▪The Board’s three primary standing committees are comprised entirely of independent directors▪Independent directors regularly hold executive sessions without management at Board and committee meetings |
| Board & Committee Oversight | ▪Your Board and Committees regularly review material risks facing your Company and, through the Audit Committee, oversee your Company’s enterprise risk management program and practices ▪The Audit Committee also provides oversight of risks related to financial statements and financial controls, cybersecurity regulatory compliance, the Office of Ethics and Compliance and the Internal Audit function▪Through the Governance, Corporate Responsibility and Political Oversight Committee (the "Governance Committee"), your Board oversees corporate citizenship practices, including the Political and Lobbying Action Plan, Board governance and sustainability initiatives▪The Compensation Committee oversees the Company’s compensation philosophy, practices and human capital initiatives and focuses on alignment between pay and performance▪Operations and Safety Oversight Committee oversees operational strategy including reliability, safety, cybersecurity risks and audits, as well as environmental practices and policies |
| Shareholder Rights& Accountability | ▪Annual election of all directors▪Clear, effective process for shareholders to raise concerns to your Board▪Majority voting standard for uncontested director elections, with an accompanying Director Resignation Policy▪General majority voting threshold to Amend Articles of Incorporation and Code of Regulations▪Direct investor relations and governance engagement and outreach to major shareholders▪Advisory vote to approve named executive officer compensation held on an annual basis, consistent with the shareholder advisory vote on frequency▪Shareholders may nominate directors through proxy access▪Shareholders of 20% or more shares outstanding and entitled to vote may call a special meeting▪No poison pill |
| Board Practices | ▪The Board balances directors' skills, experiences and perspectives with a variety of characteristics, including gender, race and ethnicity, tenure and background▪Actively seek to include in the director nominee pool candidates of varied backgrounds, skills and experience▪A robust annual evaluation process, including full Board evaluation, Board committee evaluations and individual director evaluations▪Policy requiring directors who reach the age of 72 to tender their resignations to your Board to be effective upon acceptance by the Board▪Governance Committee and full Board engage in rigorous director succession planning▪Extensive director orientation and continuing education▪Robust stock ownership guidelines▪Anti-Hedging and Anti-Pledging Policies |
Our corporate governance practices are described in greater detail in the “Corporate Governance and Board of Directors Information” section beginning on page 9.
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Executive Compensation Highlights
Under our compensation design, the percentage of pay that is based on performance increases as the responsibilities of a Named Executive Officer (“NEO”) increase. The charts below illustrate the mix of annualized base salary, 2025 target short-term incentive program (“STIP”) and target long-term incentive program (“LTIP”) awards for our NEOs. For 2025, approximately 60% of the President and CEO’s total target annual pay and 53% of our other NEOs’ average annual target pay was variable and could be reduced to zero if performance metrics are not met at a minimum threshold level. The values shown are effective as of December 31, 2025 for the NEOs who were serving as executive officers as of December 31, 2025.
We believe that our executive compensation philosophy and practices align with the long-term interests of our shareholders and with commonly viewed best practices in the market.
Our executive compensation practices are described in greater detail in the “Executive Compensation” section of this proxy statement, beginning on page 33.
| WHAT WEDO | Pay-for-performance▪LTIP is comprised of 60% performance-based awards▪STIP is completely at risk Threshold and caps on incentive awards:▪Individual STIP award payout opportunities are capped at 200% (consistent with peer companies)▪Individual performance-based LTIP award payout opportunity is capped at 200% (consistent with peer companies) and capped at 100% if absolute Total Shareholder Return (“TSR”) over the performance period is negative Non-overlapping financial performance measures in our STIP and LTIP Combination of absolute and relative performance goals | Robust stock ownership guidelines Two distinct clawback policies with provisions for: ▪Financial and reputational harm, and other detrimental activity, and the ability to claw back both time-based and performance-based awards▪Mandatory recoupment for financial restatement applying to current and former Section 16 Officers Mitigate undue risk through compensation design, corporate policies and effective governance Annual Say-on-Pay vote Double-trigger and no gross-ups in change in control ("CIC") provisions Compensation Committee comprised of only independent directors supported by an independent compensation consultant |
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| WHAT WEDON’T DO | No executive hedging or pledging is permitted No employment agreements No excise tax gross-up CIC provisions for our NEOs No excessive perquisites | No repricing of underwater stock options without shareholder approval (stock options are not currently used in plan design) No payment of dividend equivalents on unearned awards No payment of cash severance benefits above 2.99x base salary and target STIP |
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Shift to Core EPS and Corresponding Changes to Executive Compensation Program
In early 2025, in order to provide our shareholders additional transparency regarding the performance of our regulated operations, the Company made a strategic change to how we measure and report our financial results. This change culminated in the Company discontinuing its historic practice of reporting on the basis of Operating Earnings per share (non-GAAP) (“Operating EPS”) and shifting to reporting on the basis of Core Earnings per share (“Core EPS”). Core EPS is a non-GAAP metric that (i) includes the results of the Company’s four business segments: Distribution, Integrated, Stand-Alone Transmission and Corporate and (ii) is reduced by excluding the often volatile and unpredictable income from our non-core, legacy investment in the Signal Peak coal mine, which was sold in June 2025, and net periodic pension and other post-employment benefits credits. Special items continue to be excluded from earnings calculations as has historically been the case. Effective as of the quarter ended March 31, 2025, the Company has transitioned fully to reporting and providing financial results based on Core EPS. The Company has ceased reporting and providing financial results based on Operating EPS, as that metric no longer serves as an appropriate measure of the Company’s performance as managed.
Consistent with this strategic change, on June 17, 2025, the Board, upon recommendation by the Compensation Committee and with input from the Compensation Committee’s independent compensation consultant, approved a modification to one of the key performance indicators (“KPI”) for certain outstanding awards granted pursuant to our Long-term Incentive Compensation Program (“LTIP”). This modification, which is explained in greater detail below as well in the Compensation Discussion and Analysis section of this proxy statement, applies to outstanding LTIP awards for the following performance periods: (i) January 1, 2023 through December 31, 2025 (the “2023 LTIP Awards”) and (ii) January 1, 2024 through December 31, 2026 (the “2024 LTIP Awards” and, together with the 2023 LTIP Awards, and as revised by the modification, the “Revised LTIP Awards”).
Specifically, the Revised LTIP Awards were amended to replace the Operating EPS KPI with the Core EPS KPI, solely for portions of the applicable performance periods that were not yet complete at the time of the modification. For the 2023 LTIP Awards, the modification applies with respect to Company performance during fiscal 2025, and for the 2024 LTIP Awards, the modification applies with respect to Company performance during fiscal 2025 and fiscal 2026. Accordingly, there was no impact to how LTIP performance was measured with respect to any fiscal year that was complete at the time of the modification. Furthermore, the maximum payout for the cumulative EPS component was modified to be limited to 100% of target for the 2023-2025 and 2024-2026 LTIP cycles.
The Revised LTIP Awards apply to all eligible recipients of the 2023 LTIP Awards and 2024 LTIP Awards, including our named executive officers. As noted above, the Operating EPS KPI ceased to be an appropriate measure of Company performance upon the shift to Core EPS. As such, the Board believed that the Revised LTIP Awards were necessary and appropriate to ensure full alignment between the incentive compensation payable to management, including our named executive officers, and the Company’s key business objectives and how we report our financial results to investors.
More specifically, from fiscal 2022 through 2024, our non-core earnings from pension and Signal Peak, which are often volatile and outside of management's control, decreased significantly – by over 50%. This performance is misaligned with the Company’s high-quality core earnings performance, which grew by 33% over the same period. As previously disclosed, management believes that Core EPS is a better reflection of the true performance of the regulated utilities that we manage and the necessary corporate functions of the Company. The modifications to the Revised LTIP help to ensure that management continues to be aligned with this key performance metric for the performance periods that followed the shift in reporting from Operating EPS (non-GAAP) to Core EPS.
Please refer to the Compensation Discussion and Analysis section of this proxy statement, as well as our Current Report on Form 8-K filed with the SEC on June 20, 2025, for more information regarding the Revised LTIP Awards.
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