FirstEnergy (FE) Proxy Filing summary

Executive summary

• Achieved significant milestones in 2024, including a $7 billion equity raise, improved balance sheet, and expanded capital investment plan (Energize365) with $28 billion planned through 2029, targeting system reliability, resiliency, and growth opportunities.

• Completed constructive rate reviews in multiple states, resulting in an annual revenue increase of nearly $450 million and derisking 83% of the rate base.

• Declared 2024 dividends totaling $1.70 per share, a 6% increase over 2023, with 2025 dividends expected to reach $1.78 per share.

• Enhanced leadership with a new Board Chair and CEO, and placed 25 individuals in key roles since mid-2023 to drive transformation and performance.

• Maintained investment grade status at all three credit rating agencies, the highest in over 20 years.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation (Say-on-Pay), and a shareholder proposal on lobbying transparency.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and AGAINST the lobbying disclosure proposal.

• The shareholder proposal requests annual reporting on lobbying activities; the Board opposes it, citing existing robust disclosures and oversight.

Board of directors and corporate governance

• Board consists of 10 nominees, with 40% female and 50% diverse in gender, race, or ethnicity; average tenure is 4.5 years.

• All directors except the CEO and one former executive are independent; Board committees are fully independent.

• Board leadership includes a non-independent Chair and a Lead Independent Director with defined responsibilities.

• Five standing committees: Audit, Compensation, Governance, Finance, and Operations & Safety Oversight.

• Annual Board, committee, and individual director evaluations are conducted, with a focus on continuous improvement.

• Shareholder engagement is ongoing, with outreach to holders of over 60% of shares and regular dialogue on governance, strategy, and compensation.