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FirstEnergy (NYSE: FE) extends JV governance and shareholders reject independent chair bid

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FirstEnergy Corp. entered into a Fifth Amended and Restated Limited Liability Company Agreement for FirstEnergy Transmission, LLC, updating how its existing governance framework applies to two new transmission joint ventures called “Valley Link” and “Grid Growth.” The changes add detailed joint venture governance sections and schedules, extend existing consent, information and reporting provisions to the ventures, and remove obsolete clauses, while keeping ownership percentages, board structure, investor thresholds and deadlock mechanics unchanged.

FirstEnergy also held its Annual Meeting of Shareholders on May 20, 2026. All director nominees were elected, the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 was ratified with over 514 million votes in favor, and executive compensation was approved on an advisory basis. A shareholder proposal calling for an independent board chair received about 161 million votes for and 330 million against, and therefore was not approved.

Positive

  • None.

Negative

  • None.

Insights

Routine governance updates and annual meeting outcomes, with no major economic changes.

The amended LLC agreement for FirstEnergy Transmission, LLC mainly applies an existing governance structure to two new joint ventures, Valley Link and Grid Growth. Ownership splits, board size and investor approval thresholds remain the same, so economic control at the FET level is unchanged.

The joint ventures now fall under the same consent, reporting, information and corporate opportunity frameworks through new sections and schedules. This clarifies decision rights but does not introduce new control features or valuation terms in the excerpt provided.

At the shareholder meeting, all directors were re‑elected, the 2026 auditor was ratified, and executive pay received advisory approval. A proposal for an independent board chair failed, indicating continued support for the current leadership structure. Overall, these items appear routine and administrative rather than thesis‑changing.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
FET ownership split 50.1% / 49.9% FirstEnergy vs Investor ownership in FirstEnergy Transmission, LLC under prior agreement
Auditor ratification votes 514,201,293 for; 16,173,608 against Ratification of PwC as 2026 independent auditor
Say-on-pay votes 471,763,712 for; 19,555,719 against Advisory approval of named executive officer compensation
Independent chair proposal votes 161,118,889 for; 330,473,855 against Shareholder proposal for independent board chair, not approved
Director vote example 485,279,027 for; 6,924,659 against Election of director nominee Heidi L. Boyd
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
joint venture financial
"two new transmission joint ventures (each, a “Joint Venture” and, together, the “Joint Ventures”)"
A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.
independent registered public accounting firm financial
"Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis regulatory
"Approve, on an advisory basis, named executive officer compensation."
independent board chair regulatory
"Shareholder proposal regarding an independent board chair."
forward-looking statements regulatory
"Forward-Looking Statements: This includes forward-looking statements based on information currently available"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0001031296false00010312962026-05-202026-05-20



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 20, 2026
FirstEnergy.jpg
CommissionRegistrant; State of Incorporation;I.R.S. Employer
File NumberAddress; and Telephone NumberIdentification No.
 
333-21011FIRSTENERGY CORP34-1843785
 (AnOhio  Corporation) 
 341 White Pond Drive 
     Akron OH44320 
 Telephone(800)736-3402 
   
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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.10 par value per shareFENew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 1.01    Entry into a Material Definitive Agreement.

As previously disclosed, on March 25, 2024, FirstEnergy Corp. (“FirstEnergy” or the “Company”), FirstEnergy Transmission, LLC, a majority-owned subsidiary of FirstEnergy that primarily owns controlling equity interests of certain of FirstEnergy’s transmission assets (“FET”), and North American Transmission Company II L.P., FirstEnergy’s joint venture partner in FET and a controlled investment vehicle entity of Brookfield Super-Core Infrastructure Partners (“Investor”), entered into the Fourth Amended and Restated Limited Liability Company Agreement of FET (the “Fourth LLC Agreement”). The Fourth LLC Agreement, which was entered into in connection with Investor’s acquisition of an incremental 30% equity interest in FET (which increased Investor’s ownership interest in FET to 49.9% and resulted in FirstEnergy retaining the remaining 50.1% ownership interest), established the parties’ governance arrangements with respect to FET, including the composition of FET’s board of directors and the matters as to which Investor has consent, consultation or other approval rights, in each case based on Investor’s ownership interest in FET. The Fourth LLC Agreement was filed as Exhibit 10.1 to FirstEnergy’s Current Report on Form 8-K filed on March 25, 2024.

On May 20, 2026, FirstEnergy, FET and Investor entered into a Fifth Amended and Restated Limited Liability Company Agreement of FET (the “Fifth LLC Agreement”), which amends and restates the Fourth LLC Agreement in its entirety. The Fifth LLC Agreement implements the application of the parties’ existing governance arrangements under the Fourth LLC Agreement to FET’s participation in two new transmission joint ventures (each, a “Joint Venture” and, together, the “Joint Ventures”), referred to in the Fifth LLC Agreement as the “Valley Link” joint venture and the “Grid Growth” joint venture. The relative ownership percentages of the members of FET, the size and composition of FET’s board of directors, the ownership-based thresholds at which Investor’s rights apply, and the scope of the matters as to which Investor has consent, consultation or other approval rights with respect to FET, in each case as set forth in the Fourth LLC Agreement, are not modified by the Fifth LLC Agreement.

The principal changes effected by the Fifth LLC Agreement, each of which gives effect to the governance framework previously agreed between FirstEnergy and Investor as it relates to the Joint Ventures, are: (i) the addition of a new Section 8.6 (Joint Ventures), together with new Schedule 7 (Valley Link Governance Matters), new Schedule 7.1 (Grid Growth Governance Matters) and new Schedule 8 (Joint Ventures), which schedules identify the Joint Ventures and set forth the matters relating to each Joint Venture as to which Investor’s consent, consultation or other approval rights apply (generally consistent with the framework established by the Fourth LLC Agreement for FET-level governance matters); (ii) the addition of a new Section 13.16 (Joint Venture Control) addressing certain matters relating to the governance of the Joint Ventures; (iii) conforming changes to existing provisions of the Fourth LLC Agreement, including Sections 8.4 (Investor Member Enhanced Threshold Matters), 8.5 (Enhanced Consultation Matters), 9.1 (Books and Records), 9.2 (Financial Reports) and 9.3 (Other Business; Corporate Opportunities), in each case to extend FET’s existing information, reporting, corporate opportunity and consent frameworks to the Joint Ventures; and (iv) the deletion of provisions of the Fourth LLC Agreement that are no longer operative. The Fifth LLC Agreement does not modify the deadlock or dispute resolution mechanics of the Fourth LLC Agreement in any material respect.

The foregoing description of the Fifth LLC Agreement and the matters and transactions contemplated thereby is subject to, and qualified in its entirety by, the full terms of the Fifth LLC Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 20, 2026. Reference is made to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2026 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 voting results were as follows:

Item 1 – Election of the Board of Directors. The following persons were elected to the Company’s Board of Directors for a term expiring at the Annual Meeting of Shareholders in 2027 and until their successors shall have been elected:
Number of Votes
NomineesForAgainstAbstentionsBroker Non-Votes
Heidi L. Boyd485,279,0276,924,6591,448,26437,545,644
Jana T. Croom485,843,5926,467,4161,340,94237,545,644
Steven J. Demetriou466,478,42925,909,5971,263,91937,545,649
Lisa Winston Hicks485,155,7447,281,1391,215,06737,545,644
Paul Kaleta427,352,76964,993,4341,305,73537,545,656
James F. O’Neil III480,582,61211,674,3451,394,99237,545,645
John W. Somerhalder II485,492,6546,929,7321,229,56037,545,648
Brian X. Tierney475,427,32016,869,1531,355,47137,545,650
Leslie M. Turner479,203,04413,175,7141,273,19037,545,646




Item 2 – Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 . Item 2 was approved based on the following votes:
Number of Votes
For Against Abstentions
514,201,29316,173,608822,693

Item 3 – Approve, on an advisory basis, named executive officer compensation. Item 3 was approved based on the following votes:
Number of Votes
For Against Abstentions Broker Non-Votes
471,763,71219,555,7192,332,50037,545,663

Item 4 – Shareholder proposal regarding an independent board chair. Item 4 was not approved based on the following votes:
Number of Votes
For Against Abstentions Broker Non-Votes
161,118,889330,473,8552,059,18437,545,666


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description
10.1
Fifth Amended and Restated Limited Liability Company Agreement of FirstEnergy Transmission, LLC, dated May 20, 2026
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


Forward-Looking Statements: This Form 8-K includes forward-looking statements based on information currently available to management and unless the context requires otherwise, references to “we,” “us,” “our” and “FirstEnergy” refer to FirstEnergy Corp. and its subsidiaries. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. 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,” "forecast," "target," "will," "intend," “believe,” "project," “estimate," "plan" 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, which may include the following: the potential liabilities, increased costs and unanticipated developments resulting from government investigations and agreements, including those associated with compliance with or failure to comply with the Deferred Prosecution Agreement entered into July 21, 2021 and settlements with the U.S. Attorney’s Office for the Southern District of Ohio and the Securities and Exchange Commission (“SEC”); the risks and uncertainties associated with litigation, including the securities class action lawsuit, regulatory proceedings, arbitration, mediation and similar proceedings; changes in national and regional economic conditions affecting us and/or our customers and the vendors with which we do business, including geopolitical conflicts, recession, volatile interest rates, inflationary pressure, supply chain disruptions, higher fuel costs, and workforce impacts; variations in weather, such as mild seasonal weather variations and severe weather conditions (including events caused, or exacerbated, by climate change, such as wildfires, hurricanes, flooding, droughts, high wind events and extreme heat events) and other natural disasters, which may result in increased storm restoration expenses or material liability and negatively affect future operating results; the potential liabilities and increased costs arising from regulatory actions or outcomes in response to severe weather conditions and other natural disasters; legislative and regulatory developments, and executive orders, including, but not limited to, matters related to rates, generation resource adequacy, co-location of generation and large loads, and compliance and enforcement activity; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets, including the loss of FirstEnergy Corp.’s status as a well-known seasoned issuer; the risks associated with physical attacks, such as acts of war, terrorism, sabotage or other acts of violence, and cyber-attacks and other disruptions to our, or our vendors’, information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; the ability to accomplish or realize anticipated benefits through establishing a culture of continuous improvement and our other strategic and financial goals, including, but not limited to, executing Energize365, our transmission and distribution investment plan, executing on our rate filing strategy, controlling costs, improving credit metrics, maintaining investment grade ratings, strengthening our balance sheet and growing earnings; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts may negatively impact our forecasted growth rate, results of operations and may also cause it to make contributions to its pension sooner or in amounts that are larger than currently anticipated; changes in assumptions regarding factors such as economic conditions within our territories, the reliability of our transmission and distribution system, our generation resource planning in West Virginia, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; human capital management challenges, including among other things, attracting and retaining appropriately trained and qualified employees and labor disruptions by our unionized workforce; changes to environmental laws and regulations, including, but not limited to, federal and state rules related to climate change, coal combustion residuals, and potential changes to such laws and regulations; changes in customers’ demand for power, including, but not limited to, economic conditions, development of data centers, the impact of climate change and emerging technology, particularly with respect to electrification, energy storage, co-location of generation and large loads, and distributed sources of generation; future actions taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity; the potential of non-compliance with debt covenants in our credit facilities; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to significant accounting policies; any changes in tax laws or regulations, including, but not limited to, the Inflation Reduction Act of 2022, the One Big Beautiful Bill Act of 2025, as signed into law on July 4, 2025, or adverse tax audit results or rulings and potential changes to such laws and regulations; the ability to meet our publicly-disclosed goals relating to climate-related matters, opportunities, improvements, and efficiencies, including FirstEnergy’s greenhouse gas reduction goals; and the risks and other factors discussed from time to time in FirstEnergy Corp.’s SEC filings. Dividends declared from time to time on FirstEnergy Corp.’s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by the FirstEnergy Corp. Board at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy Corp.’s Form 10-K, Form 10-Q and in other filings with the SEC. The foregoing review of factors also 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 Corp.’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. FirstEnergy Corp. expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.



SIGNATURE

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 hereunto duly authorized.

May 20, 2026
 FIRSTENERGY CORP.
 Registrant
 By:/s/ Jason J. Lisowski
Jason J. Lisowski
Vice President, Controller and
Chief Accounting Officer




Source: View Original Filing on SEC EDGAR

FAQ

What did FirstEnergy (FE) change in the Fifth LLC Agreement for FirstEnergy Transmission, LLC?

FirstEnergy’s new Fifth LLC Agreement applies its existing governance framework to two new transmission joint ventures, Valley Link and Grid Growth. It adds joint venture governance sections and schedules, extends information and consent rights, and removes obsolete clauses, while leaving ownership percentages and board structure unchanged.

How do the new joint ventures affect FirstEnergy (FE) governance over transmission assets?

The Fifth LLC Agreement brings the Valley Link and Grid Growth joint ventures under the same consent, reporting and corporate opportunity rules that already govern FirstEnergy Transmission, LLC. Investor approval rights and thresholds stay the same, meaning governance is extended to new ventures rather than fundamentally restructured.

What were the director election results at FirstEnergy’s (FE) 2026 annual meeting?

All nominated directors were elected for terms expiring at the 2027 annual meeting. Each candidate received substantially more votes “for” than “against,” with vote totals generally in the 466 million to 486 million range, plus over 37 million broker non‑votes recorded for each nominee.

Did FirstEnergy (FE) shareholders approve the auditor and executive compensation in 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026 with 514,201,293 votes for and 16,173,608 against. They also approved named executive officer compensation on an advisory basis, with 471,763,712 votes for, 19,555,719 against, and 2,332,500 abstentions recorded.

What happened to the shareholder proposal for an independent board chair at FirstEnergy (FE)?

The shareholder proposal seeking an independent board chair was not approved. It received 161,118,889 votes for and 330,473,855 votes against, with 2,059,184 abstentions and 37,545,666 broker non‑votes, indicating shareholders supported keeping the current board leadership structure in place.

What risks does FirstEnergy (FE) highlight in its forward-looking statements disclaimer?

FirstEnergy cites risks including potential liabilities from past government investigations and settlements, ongoing litigation and regulatory proceedings, economic conditions, severe weather, cyber and physical security threats, capital market access, environmental and tax law changes, and its ability to execute strategic, financial and climate-related goals.

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