FirstEnergy (FE) Proxy filing summary

Executive summary

• Achieved strong 2025 financial results, meeting all key targets including Core EPS, capital investments, and cash from operations, with a 17.3% total shareholder return, outperforming peers.

• Deployed $5.6 billion in capital through Energize365, improving system reliability by 10% year-over-year and expanded the program to $36 billion for 2026-2030.

• Advanced regulatory strategy, received S&P credit rating upgrade, and filed for a new 1.2 GW natural gas facility in West Virginia.

• Enhanced performance culture by decentralizing decision-making, returning 2,500 employees to the office, and earning governance and compliance recognitions.

• Board expects to declare $1.86 per share in dividends for 2026, a 4.5% increase from 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation, and a shareholder proposal for an independent board chairman.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and AGAINST the independent board chairman proposal.

• The shareholder proposal seeks to require separation of CEO and board chair roles; the board opposes this, citing existing strong independent oversight.

Board of directors and corporate governance

• Board consists of nine nominees with an average tenure of 5.2 years and 44% gender or ethnic diversity.

• All directors except the CEO are independent; board committees are fully independent.

• Board leadership includes a combined CEO/Chair and a Lead Independent Director with robust responsibilities.

• Annual board, committee, and individual director evaluations are conducted, with third-party assistance in 2025.

• Shareholders have proxy access and can call special meetings; no poison pill is in place.