Item 5.07 Submission of Matters to a Vote of Security Holders
FirstEnergy Corp. (Company) held its Annual Meeting of Shareholders on May 16, 2017, in Akron, Ohio. Reference is made to the Company’s 2017 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2017, 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 the nominees for the Board of Directors) were elected to the Company's Board of Directors for a term expiring at the Annual Meeting of Shareholders in 2018 and until their successors shall have been elected:
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Number of Votes
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For
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Withheld
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Broker Non-Votes
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Paul T. Addison
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320,043,644
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9,878,510
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49,830,029
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Michael J. Anderson
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322,939,200
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6,982,954
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49,830,029
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William T. Cottle
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320,625,974
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9,296,180
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49,830,029
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Steven J. Demetriou
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318,629,146
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11,293,008
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49,830,029
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Julia L. Johnson
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321,952,413
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7,969,741
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49,830,029
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Charles E. Jones
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324,266,833
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5,655,321
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49,830,029
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Donald T. Misheff
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322,420,812
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7,501,342
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49,830,029
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Thomas N. Mitchell
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324,059,879
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5,862,275
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49,830,029
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James F. O'Neil III
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323,593,658
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6,328,496
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49,830,029
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Christopher D. Pappas
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287,269,145
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42,653,009
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49,830,029
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Luis A. Reyes
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324,261,103
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5,661,051
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49,830,029
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George M. Smart
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318,107,837
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11,814,317
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49,830,029
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Dr. Jerry Sue Thornton
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317,138,525
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12,783,629
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49,830,029
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Item 2
- Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2017 fiscal year. Item 2 was approved and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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371,850,596
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6,092,793
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1,808,794
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Item 3
- Approve, on an advisory basis, named executive officer compensation. Item 3 was approved and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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234,028,829
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92,676,585
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3,216,740
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49,830,029
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Item 4
- Approve, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation. Item 4 received the following vote:
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Number of Votes
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Every Year
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Every 2 Years
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Every 3 Years
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Abstentions
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Broker Non-Votes
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316,242,997
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2,853,958
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7,330,520
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3,494,122
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49,830,029
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In light of the Board of Directors’ recommendation for “every year” for the frequency of future advisory votes to approve named executive officer compensation, which received the greatest number of votes cast by our shareholders, the Board of Directors has determined that future advisory votes on named executive compensation will be submitted to shareholders every year until the next required shareholder vote on this matter.
Item 5
- Approve a management proposal to amend the Company’s Amended Articles of Incorporation to increase the number of shares of authorized common stock from 490,000,000 to 700,000,000. Item 5 was approved, as it received the requisite affirmative vote of a majority of the voting power (i.e., outstanding shares) of the Company, and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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351,125,555
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23,175,099
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3,956,619
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1,494,910
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Item 6
- Approve a management proposal to amend the Company’s Amended Articles of Incorporation and Amended Code of Regulations to replace existing supermajority voting requirements with a majority voting power threshold. Item 6 was not approved, as it did not receive the requisite affirmative vote of at least 80 percent of the voting power of the Company, and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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317,741,882
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9,099,427
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3,080,288
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49,830,029
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Item 7
- Approve a management proposal to amend the Company’s Amended Articles of Incorporation and Amended Code of Regulations to implement a majority voting standard for uncontested director elections. Item 7 was not approved, as it did not
receive the requisite affirmative vote of at least 80 percent of the voting power of the Company, and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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319,141,680
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7,697,714
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3,082,203
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49,830,029
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Item 8
- Approve a management proposal to amend the Company’s Amended Code of Regulations to implement proxy access
.
Item 8 was not approved, as it did not receive the requisite affirmative vote of at least 80 percent of the voting power of the Company, and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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317,701,983
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8,281,216
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3,938,398
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49,830,029
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Item 9
- Shareholder proposal requesting an annual report on lobbying policies and payments. A shareholder proposal requesting the preparation of a report, updated annually, disclosing certain lobbying expenditures and related matters. The non-binding proposal was not approved and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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133,463,630
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187,867,007
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8,591,517
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49,830,029
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Item 10
- Shareholder proposal requesting a report on climate change strategy. A shareholder proposal requesting that the Company prepare a report disclosing its strategy for aligning business operations with the 2015 Paris Agreement’s goal of limiting global warming to a maximum of 2 degrees Celsius, while maintaining the provision of safe, affordable, reliable energy. The non-binding proposal was not approved and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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132,437,621
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172,739,218
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24,745,315
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49,830,029
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Item 11
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Shareholder proposal requesting steps to implement simple majority voting. A shareholder proposal requesting that the Board of Directors take the steps necessary so that each shareholder voting requirement in the Company’s governing documents that calls for a greater than simple majority vote be eliminated and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. The non-binding proposal was not approved and received the following vote:
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Number of Votes
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For
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Against
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Abstentions
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Broker Non-Votes
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163,188,217
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163,279,747
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3,454,190
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49,830,029
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