On the Cover: The Potomac Edison Company’s (a subsidiary of FirstEnergy Corp.) EV Driven program is a five-year initiative designed to benefit the state’s environment by reducing auto emissions and supporting Maryland’s goal to reach 300,000 zero-emission vehicles on the road by 2025. Potomac Edison is installing 59 charging stations – including 20 fast-charging stations – across its seven-county Maryland territory over the course of the program, which runs through 2023.

Notice of Annual Meeting of Shareholders

Please carefully review this Notice, the Company’s Annual Report to Shareholders for the year ended December 31, 2022 (the “2022 Annual Report”), and the accompanying Proxy Statement and vote your shares by following the instructions on your proxy card/voting instruction form or Notice of Internet Availability of Proxy Materials to ensure your vote is cast at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”).

AGENDA

On behalf of the Board of Directors,

		Mary M. Swann Corporate Secretary and Associate General Counsel Akron, Ohio

      Table of Contents

OUR VALUES

CODE OF CONDUCT

FirstEnergy’s Code of Conduct, The Power of Integrity, lays the foundation for what we expect from the Board and all employees. It reflects our collective commitment to keep integrity at the forefront of everything we do — a pledge underscored by the inclusion of integrity in our mission, core values and company strategy.

COMPANY STRATEGY

FirstEnergy is embracing pivotal changes within our operations and culture that are energizing the company as we further our transformation into a forward-thinking, premium utility. Three pillars of strategy represent the focus of our efforts and investments and are backed by tangible goals.

EESG FOCUS

The pillars of our company strategy are supported by our employee, environmental, social and governance (EESG) priorities and aligned with our commitment to corporate responsibility. Because of this strategic integration, improving our EESG performance also advances our strategy and helps us become a more innovative, diverse, sustainable and industry-leading company.

		EESG Priorities:
				EMPLOYEE: Support the development of an inclusive, equitable, rewarding and safe work culture while empowering our diverse and innovative team to make our customers’ lives brighter and our communities stronger
				ENVIRONMENTAL: Protect the environment by minimizing our impact, improving the sustainability of our operations, executing our Climate Strategy and finding opportunities to enhance the ecosystems we interact with
				SOCIAL: Invest in the communities we serve, promote public safety and economic development, and advance equitable and inclusive business practices to enable positive change while delivering superior customer service
				GOVERNANCE: Maintain oversight of significant company issues and strengthen risk management; build a strong, centralized corporate compliance program and culture of ethics and integrity; continue stakeholder engagement efforts and provide consistent, transparent disclosures on EESG topics

COMPANY CULTURE

Transforming our company culture is foundational to achieving our company’s strategy. Our core values are the foundation of our transformation, our strategy and ultimately FirstEnergy’s long-term success. Integrity, Safety, Diversity, Equity and Inclusion (DEI), Performance Excellence, and Stewardship are the bedrock from which we operate, behave and interact every day. We are committed to a strong cultural foundation of ethics and integrity where employees feel safe to be themselves, speak up and bring their best to work every day. Creating a work environment that allows for greater diversity, equity and inclusion and prioritizes employees’ safety, health and well-being is also key to that cultural transformation. As part of our transformation we strive to prioritize, operationalize and live these values in everything we do, internally and externally. They guide our behavior, our decisions and ultimately the actions that create our performance and success.

HUMAN CAPITAL MANAGEMENT

FirstEnergy’s workforce is essential in our ability to continue moving our company forward by keeping each other safe, delivering value to our stakeholders, and transforming our culture in alignment with our core values. While 2022 continued to present unprecedented challenges, our commitment to our employees and their health and safety has not wavered. Integrity is critical to our path to a stronger, more sustainable FirstEnergy, and reflects our collective commitment to ensuring that we conduct business ethically. We expect all employees do the right thing, and we treat our coworkers and communities with the respect we all deserve. Further details of our focus on keeping our core values and behaviors at the center of everything we do, and our desire to help our employees to do their best each day is included in the “Our Commitment to EESG” section of this Proxy Statement.

CLIMATE STRATEGY

Enabling the Energy Transition

Our commitment to climate is a significant component of our company’s overarching strategy, especially our desire to enable the transition to a clean energy future. Executing our Climate Strategy and advancing the transition to clean energy requires addressing, among other things: emerging federal and state decarbonization goals; physical risks of climate change; industry trends and technology advancements; and customer expectations for cleaner energy, increased usage control, and more sustainable alternatives in transportation, manufacturing and industrial processes. Through our investment plan, we aim to enhance the resiliency, reliability and security of the electric system and support the integration of renewables, electric vehicles, grid modernization improvements and other emerging technologies.

Reducing Greenhouse Gas Emissions

As part of our Climate Strategy, we are also committed to reducing greenhouse gas (GHG) emissions. We’ve pledged to achieve carbon neutrality by 2050, with an interim 30% reduction in greenhouse gases within our direct operational control (Scope 1) by 2030 based on 2019 levels. This Scope 1 GHG goal encompasses companywide emissions across our transmission, distribution and regulated generation operations.

Key steps in working toward carbon neutrality by 2050 include:

To read more about our decarbonization strategy, including near-term actions to achieve our interim 30% GHG reduction target by 2030, please visit our Climate Report (www.firstenergycorp.com/climatereport). Information on our website does not constitute part of (and shall not be deemed incorporated by reference into) this Proxy Statement or any other document we file with the Securities and Exchange Commission (the “SEC”).

Proxy Statement Summary

2023 Annual Meeting of Shareholders (the “Annual Meeting” or the “Meeting”)

VOTING MATTERS

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

MAIL

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.

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 March 27, 2023 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.

You may have multiple accounts and therefore 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.

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:

Our corporate governance practices are described in greater detail in the “Corporate Governance and Board of Directors Information” section beginning on page 12.

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 annual base salary rate and 2022 short-term incentive program (“STIP”) and long-term incentive program (“LTIP”) awards for our NEOs. Approximately 87% of the Former President and CEO’s total target pay and 74% of our other NEOs’ (excluding Mr. Somerhalder) average target pay is variable and could be reduced to zero if performance metrics are not met at a minimum threshold level. For the continuing NEOs, the values shown are effective as of December 31, 2022. During his role as Vice Chair and Executive Director (March 2021 to May 2022), Mr. Somerhalder’s pay mix for 2022 was made up of approximately 19% for his base salary, 19% for his target STIP award, 31% for his performance-based restricted stock units (“RSUs”) and 31% for his time-based restricted stock. Although Mr. Somerhalder’s compensation package in his role as Vice Chair and Executive Director did not match that of the other NEOs, the performance goals aligned with those of other executives at FirstEnergy. During his role as Interim President and CEO, Mr. Somerhalder’s pay mix for 2022 is made up of approximately 12% for his base salary, 16% for his target STIP award, and 72% for his time-based restricted stock. Mr. Somerhalder’s pay mix in his current role is less variable than that of the other NEOs due to the interim status of his role. The charts below do not include Mr. Somerhalder due to the interim status of both of his roles in 2022.

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.

(1) Excludes Mr. Somerhalder due to the interim status of his roles. For more details see the “Performance-based and Time-based Equity Award for Mr. Somerhalder” section.

Our executive compensation practices are described in greater detail in the “Executive Compensation” section beginning on page 56.

Corporate Governance and Board of Directors Information

Board Leadership Structure

The positions of Board Chair and Lead Independent Director are held by separate individuals. Our Second Amended and Restated Code of Regulations and Corporate Governance Policies do not require that the CEO and Board Chair positions be separate, and your Board has not adopted a specific policy or philosophy on whether such roles should remain separate. However, having separate roles has historically allowed your CEO to focus more time on our day-to-day operations.

Your Board will continue to consider whether an alternate Board leadership structure is appropriate if changing circumstances dictate. Your Board schedules regular executive sessions for your independent directors to meet without management participation. Because an independent director is required to preside over each such executive session of independent directors, we believe it is efficient and appropriate to have your independent Lead Independent Director preside over such meetings.

Board Composition and Refreshment

Your Board is comprised of individuals who are highly qualified, diverse, and independent (other than Mr. Somerhalder who is not considered independent because of his employment with the Company). Your Board’s succession planning takes into account the importance of Board refreshment and having an appropriate balance of experience and perspectives on your Board. As further

discussed in the “Board Qualifications” section of this Proxy Statement, your Board and the Corporate Governance, Corporate Responsibility and Political Oversight Committee recognize that the racial, ethnic and gender diversity of your Board, as well as diversity of thought, background and experiences, are an important part of their analysis as to whether your Board possesses a variety of complementary skills and experiences. Accordingly, your Board has set a goal that, for the foreseeable future, at least 30% of your Board will be composed of diverse (by gender, race and ethnicity combined) individuals.

The Corporate Governance, Corporate Responsibility and Political Oversight Committee reviews Board succession planning on an ongoing basis. In performing this function, the Committee recruits and recommends nominees for election as directors to your Board. Accordingly, we have regularly added directors who we believe infuse diversity, new ideas and fresh perspectives into the boardroom. All 11 nominees have joined the Board since the beginning of 2017 and the result is an average tenure for our directors of 2.82 years. During this time, your Board also added four of the current directors that increased its diversity profile.

The Corporate Governance, Corporate Responsibility and Political Oversight Committee has sole authority to retain and engage a third-party search firm to identify a candidate or candidates for the Board.

Board Oversight

Board Response to Government Investigations

Your Company has been cooperating fully with requests related to recent government investigations relating to Ohio House Bill 6. We’ve pledged full and continuing cooperation with the government investigations.

Your Board has formed various special Board oversight committees since July 2020. Effective July 1, 2021, a Special Litigation Committee was created to take all actions with respect to pending derivative litigation and demands. See “Board Committees – Special Board Oversight Committees” section below. The Independent Review Committee and the Demand Review Committee, both special Board oversight committees, which were previously established were dissolved in July 2021. Effective December 13, 2022, the Compliance Oversight Sub-committee of the Audit Committee was also dissolved and the Audit Committee will directly oversee the Company’s Office of Ethics and Compliance as provided in the Audit Committee Charter.

Legal Proceedings

Beginning in July 2020, stockholders of the Company filed shareholder derivative lawsuits in the federal courts for the Northern and Southern Districts of Ohio and in the Court of Common Pleas of Summit County, Ohio, asserting claims on behalf of the Company against various former and current officers and directors of the Company arising out of the circumstances at issue in the investigations and proceedings relating to Ohio House Bill 6. The lawsuits, Gendrich v. Anderson, et al. and Sloan v. Anderson, et al. (Common Pleas Court, Summit County, OH, all actions have been consolidated) and Miller v. Anderson, et al. (Federal District Court, N.D. Ohio); Bloom, et al. v. Anderson, et al.; Employees Retirement System of the City of St. Louis v. Jones, et al.; Electrical Workers Pension Fund, Local 103, I.B.E.W. v. Anderson et al.; Massachusetts Laborers Pension Fund v. Anderson et al.; The City of Philadelphia Board of Pensions and Retirement v. Anderson et al.; Atherton v. Dowling et al.; Behar v. Anderson, et al. (Federal District Court, S.D. Ohio, all actions have been consolidated), assert claims for breach of fiduciary duty and for violation of Section 14(a) of the Securities Exchange Act of 1934, (the “Exchange Act”), among other claims.

As previously disclosed on March 11, 2022, the plaintiffs and defendants in the lawsuits, and the Special Litigation Committee acting on behalf of the Company, entered into a settlement agreement to resolve all of the shareholder derivative lawsuits. The settlement includes a series of corporate governance enhancements, that resulted in the following actions in connection with or following the Company’s 2022 annual meeting of shareholder (the “2022 Annual Meeting”):

The settlement also includes a payment to FirstEnergy of $180 million, to be paid by insurance, less the court-ordered attorney’s fees awarded to plaintiffs. On August 23, 2022, the Southern District of Ohio granted final approval of the parties’ Settlement Agreement, fully releasing all claims covered by the Settlement Stipulation, and dismissing the Southern District Action with prejudice. On September 20, 2022, a FirstEnergy shareholder filed a motion for reconsideration of the court’s Order of Final Settlement Approval. That motion is fully briefed and under consideration by the court. In addition, the Court of Common Pleas of Summit County, Ohio, dismissed the shareholder derivative lawsuit with prejudice, while the lawsuit filed in the Northern District of Ohio remains pending.

While your Board cannot predict the outcome of the continuing government investigations and related matters, as your stewards, we are fully committed to providing thorough and complete oversight and will, as a Board, take any necessary actions to address these matters. Your Board will not tolerate any actions or behaviors demonstrating anything less than a commitment to high standards of ethics and compliance for your Company and is committed to continuing improvement of the compliance policies and culture at FirstEnergy.

Risk Management

Your Board administers its risk oversight function through the full Board, as well as through the various Board committees, and views risk management as an integral part of the Company’s strategic planning process. Specifically, your Board considers risks applicable to the Company at each meeting in connection with its consideration of significant business and financial developments of the Company. Also, the Audit Committee charter requires the Audit Committee to oversee, assess, discuss, and generally review the Company’s policies with respect to the assessment and management of risks, including risks related to the financial statements, payment processes, and financial reporting process and controls of the Company. The Audit Committee also reviews and discusses with management the steps taken to monitor, control, and mitigate such exposures.

In addition to the Audit Committee’s role in risk oversight, our other Board committees also play a role in risk oversight within each of their areas of responsibility. Specifically, the Compensation Committee reviews, discusses, and assesses risks related to

executive compensation programs, including incentive compensation and equity-based plans, as well as human capital and the relationship between our risk management policies and practices and compensation. See also, “Risk Assessment of Compensation Programs” found in the CD&A section in this Proxy Statement. The Corporate Governance, Corporate Responsibility and Political Oversight Committee considers risks related to corporate governance, including Board and committee membership, Board effectiveness, related person transactions, and the Company’s corporate citizenship practices, the Political and Lobbying Action Plan and EESG strategies and initiatives. The Finance Committee evaluates risks relating to financial resources and strategies, including capital structure policies, financial forecasts, budgets and financial transactions, commitments, expenditures, long and short-term debt levels, dividend policy, acquisition and divestitures, issuance of securities, exposure to fluctuation in interest rates, share repurchase programs and other financial matters deemed appropriate by your Board. The Operations and Safety Oversight Committee considers risks associated with safety, reliability, cybersecurity, customer service, environmental strategy, climate change, environmental protection and sustainability, and the Company’s electric distribution, transmission, and generation facilities.

Through this oversight process, your Board obtains an understanding of significant risk issues on a timely basis, including the risks inherent in the Company’s strategy. In addition, while the Company’s risk management group administratively reports to your Senior Vice President, Chief Financial Officer & Strategy, the group’s leadership also has full access to the Audit Committee and is scheduled to attend and report during other Board committee meetings as appropriate.

Evaluating Board Effectiveness

Your Board is committed to a rigorous evaluation process as further described below. Annually, Board, committee and individual director evaluations are performed and coordinated by the Corporate Governance, Corporate Responsibility and Political Oversight Committee. In 2022, the Corporate Governance, Corporate Responsibility and Political Oversight Committee engaged an independent third party, experienced in corporate governance matters, to assess the effectiveness of the Board, committees and individual directors.

2022 Board Evaluations: A Multi-Step Process

Shareholder Outreach and Engagement Program

Commitment to Shareholder Outreach and Engagement

FirstEnergy has a long history of meaningful, robust engagement with our shareholders. We believe consistent, transparent dialogue is essential in order to understand investor feedback on a broad range of issues and provides valuable insights for our Board, its committees, and our management team into investor perspectives and priorities.

In connection with our shareholder outreach that focused on EESG and executive compensation matters, we recently reached out to our top shareholders representing over 46% of shares outstanding. In addition to our proactive shareholder engagement throughout the year focused on EESG and executive compensation matters, our management team participates in numerous investor conferences, and in both one-on-one and group meetings.

In 2022 and early 2023, members of our Board and management met with institutional shareholders, including our then-interim CEO and members of the management team from Corporate Responsibility, Corporate Secretary department, Finance, Legal, Human Resources and Investor Relations. These conversations covered a variety of topics, including:

As part of our commitment to shareholder engagement and understanding our investors’ perspectives, we welcome the opportunity for future dialogue on matters of mutual interest and to obtain insights and feedback.

Other Governance Practices and Policies

Code of Conduct

FirstEnergy’s Code of Conduct, The Power of Integrity, lays the foundation for what we expect from all FirstEnergy employees, officers and directors, including our CEO, CFO, Chief Accounting Officer and other executives. It reflects our collective commitment to keep integrity at the forefront of everything we do — a pledge underscored by the inclusion of integrity in our mission and core values. By adhering to the expectations of compliance and ethics in this Code, always acting with uncompromising integrity, and speaking up when something doesn’t seem right, we are paving the way for a strong future for FirstEnergy.

Any substantive amendments to, or waivers of, the provisions of this document will be disclosed and made available on our website, as permitted by the SEC and as disclosed in our most recent Annual Report. The Code is available, without charge, upon written request to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890 or is accessible on our website at www.firstenergycorp.com/responsibility.

Corporate Governance Policies and Standing Committee Charters

Your Board believes that the Company’s policies and practices should enhance your Board’s ability to represent your interests as shareholders. Your Board established Corporate Governance Policies which, together with Board committee charters, which are reviewed at least annually and serve as a framework for meeting your Board’s duties and responsibilities with respect to the governance of the Company. Our Corporate Governance Policies and Board committee charters can be viewed by visiting our website at www.firstenergycorp.com/charters. Any amendments to these documents will be made available on our website.

Director Orientation and Continuing Education

Your Board recognizes the importance of its members to keep current on Company, industry and governance issues and their responsibilities as directors. All new directors participate in orientation soon after being elected to your Board. Also, your Board makes available and encourages continuing education programs for Board members, which include internal strategy meetings and presentations and engagement with relevant third-party experts, third-party presentations and external programs.

Attendance at Board Meetings, Committee Meetings and the Annual Meeting of Shareholders

Our Corporate Governance Policies provide that directors are expected to attend all scheduled Board and applicable committee meetings and the Company’s annual meetings of shareholders. Your Board held 18 meetings in 2022. The overall attendance percentage for our directors was approximately 96% in 2022, and all directors attended more than 75% of the Board meetings and the meetings of the committees upon which he or she served in 2022. Also, all of our directors who were members of the Board at the time of the 2022 Annual Meeting attended the 2022 Annual Meeting.

Non-management directors met, as annually required, as a group in executive session without the CEO or any other non-independent director or member of management at each of the seven regularly scheduled 2022 Board meetings. Our Lead Independent Director presided over all executive sessions.

Other Public Company Board Membership and Related Time Commitments

Our Corporate Governance Policies provide that directors will not, without your Board’s approval, serve on a total of more than four public company board of directors (including FirstEnergy). Further, without your Board’s approval, no director who serves as an executive officer of any public company may serve on a total of more than two public company boards of directors, including FirstEnergy. Furthermore, when a director has a major change in their responsibilities, including principal employment or directorships, but excluding changes resulting from a normal retirement as well as commitments with non-profit organizations, the Corporate Governance, Corporate Responsibility and Political Oversight Committee considers such change and makes any appropriate recommendation to your Board.

As further described in the “Biographical Information and Qualifications of Nominees for Election as Directors” section below, in addition to being a director of the Company, Mr. Demetriou recently stepped down as chief executive officer of Jacobs Solutions Inc. (formerly Jacobs Engineering Group Inc.) and, effective January 24, 2023, continues to serve as Executive Chair at Jacobs Solutions Inc. Mr. Demetriou also serves as a director of Arcosa, Inc. and as a director and non-executive board chair of C5 Acquisition Corp, a special acquisition company without significant operations. As described more fully on page 25, the Board has evaluated Mr. Demetriou’s current responsibilities and approved his current directorships, due in part to his significantly reduced future commitment expectations as well as the valuable experience and attributes he brings to your Board.

Communications with your Board of Directors

Your Board provides a process for shareholders and interested parties to send communications to your Board and non-management directors, including our Chair of the Board. As set forth in the Company’s Corporate Governance Policies, shareholders and interested parties may send written communications to your Board or a specified individual director, including our Chair of the Board, by mailing any such communications to the FirstEnergy Board of Directors at the Company’s principal executive office, c/o Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH 44308-1890. Our Corporate Governance Policies can be viewed by visiting our website at www.firstenergycorp.com/charters.

The Corporate Secretary or a member of her staff reviews all such communications promptly and relay them directly to a member of your Board; provided that such communications (i) bear relevance to the Company and the interests of the shareholder, (ii) are capable of being implemented by your Board, (iii) do not contain any obscene or offensive remarks, (iv) are of a reasonable length, and (v) are not from a shareholder who has already sent two such communications to your Board in the last year. Your Board may modify procedures for sorting shareholders communications or adopt any additional procedures, provided that they are approved by a majority of independent Directors.

Your Audit Committee also receives, reviews, and acts on complaints and concerns regarding accounting, internal accounting controls or auditing matters, including complaints regarding material ethical or criminal misconduct on the part of the Board of Directors, the Chief Executive Officer, any officer reporting directly to the Chief Executive Officer, the Controller & Chief Accounting Officer, and complaints regarding matters that could lead to significant reputational damage to the Company. Complaints or concerns specifically related to such matters may be made directly to your Audit Committee. Correspondence to the Audit Committee should be addressed to the attention of the Audit Committee Chair (c/o Corporate Secretary), FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890.

Board Qualifications

The Corporate Governance, Corporate Responsibility and Political Oversight Committee recommends Board candidates by identifying qualified individuals in a manner that is consistent with criteria approved by your Board. In consultation with the CEO, the Corporate Governance, Corporate Responsibility and Political Oversight Committee, as led by the Board Chair and Lead Independent Director, searches for, recruits, screens, interviews and recommends prospective directors to provide your Board with an appropriate balance of knowledge, experience, diversity attributes and capability on your Board. Suggestions for potential Board candidates come to the Corporate Governance, Corporate Responsibility and Political Oversight Committee from a number of sources, including a third-party search firm, incumbent directors, officers and others. In connection with the Board’s active director succession planning, the Corporate Governance, Corporate Responsibility and Political Oversight Committee regularly evaluates the addition of a director or directors with particular attributes with an appropriate mix of long-, medium-, and short-term tenured directors in its succession planning.

The Corporate Governance, Corporate Responsibility and Political Oversight Committee considers suggestions for candidates for membership on your Board, including candidates recommended by shareholders for your Board. Provided that shareholders suggesting director candidates have complied with the procedural requirements set forth in the Corporate Governance, Corporate Responsibility and Political Oversight Committee Charter and Second Amended and Restated Code of Regulations, the Corporate Governance, Corporate Responsibility and Political Oversight Committee applies the same criteria and employs substantially similar procedures for evaluating candidates suggested by shareholders for your Board as it would for evaluating any other Board candidate. The Corporate Governance, Corporate Responsibility and Political Oversight Committee will also give due consideration to all recommended candidates that are submitted in writing to the Corporate Governance, Corporate Responsibility and Political Oversight Committee, in care of the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890, received at least 120 days before the publication of the Company’s annual Proxy Statement from a shareholder or group of shareholders owning one half of one percent (0.5 percent) or more of the Company’s voting stock for at least one year, and accompanied by a description of the proposed nominee’s qualifications and other relevant biographical information, together with the written consent of the proposed nominee to be named in the Proxy Statement and to serve on your Board. Also refer to the “Proposals and Business by Shareholders” section of the “Questions and Answers about the Annual Meeting” below for information regarding nominations under the Company’s Second Amended and Restated Code of Regulations.

Director Nomination Related Agreements

On March 16, 2021, your Company entered into a Director Appointment and Nomination Agreement (the “Icahn Director Nomination Agreement”) with Carl C. Icahn, Andrew Teno, Jesse A. Lynn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the “Icahn Group”). Pursuant to the Icahn Director Nomination Agreement, effective as of March 18, 2021, your Board, among other matters agreed to appoint Mr. Jesse A. Lynn and Mr. Andrew Teno (the “Icahn Designees”) to serve as directors of the Company to fill such vacancies, each with a term expiring at the 2021 Annual Meeting. Messrs. Lynn and Teno were elected to your Board by shareholders at the 2022 Annual Meeting and your Board has again nominated each of them to stand for reelection as a director at the 2023 Annual Meeting to continue to serve for a term expiring at the Company’s annual meeting of shareholders in 2024 (the “2024 Annual Meeting”).

On November 6, 2021, your Company entered into a Common Stock Purchase Agreement (the “Blackstone SPA”) with BIP Securities II-B L.P., an affiliate of Blackstone Infrastructure Partners L.P. (“Blackstone”), for the private placement of 25,588,535 shares of the Company’s common stock. Pursuant to the Blackstone SPA, your Board, among other matters, agreed to appoint Mr. Sean T. Klimczak to stand for election as a director at the 2022 Annual Meeting. Shareholders elected Mr. Klimczak as a director at the 2022 Annual Meeting, and your Board has nominated him to stand for reelection as a director at the 2023 Annual Meeting to continue to serve for a term expiring at the 2024 Annual Meeting.

Summaries of the terms of the Icahn Director Nomination Agreement and the Blackstone SPA are provided in the “Certain Relationships and Related Person Transactions” section below.

Attributes, Experience, Qualifications and Skills of your Board

In recruiting and selecting Board candidates, the Corporate Governance, Corporate Responsibility and Political Oversight Committee takes into account the size of your Board and considers a “skills matrix” to determine whether those skills and/or other attributes qualify candidates for service on your Board. The attributes, experiences, qualifications and skills considered in accordance with Corporate Governance Policies and the Corporate Governance, Corporate Responsibility and Political Oversight Committee charter for each director nominee led your Board to conclude that the nominee is qualified to serve on your Board.

The high-level overview below depicts some of the attributes, experiences, qualifications and skills of our director nominees the committee takes into account. It is not intended to be an exhaustive list of each director nominee’s skills or contributions to your Board. Also, additional biographical information and qualifications for each nominee is provided in the “Biographical Information and Qualifications of Nominees for Election as Directors” section below and contains information regarding the person’s service as a director, principal occupation, business experience along with key attributes, experience and skills. Each of the nominees brings a strong and unique background and skill set to your Board, giving your Board, as a whole, competence and experience in a wide variety of areas necessary to oversee the operations of the Company.

Board Nominees Skills, Diversity & Committee Memberships

The above takes into account a level of knowledge that could include direct experience, subject matter expertise, directly managing one or more members of management engaged in such activities or exposure as a board or board committee member, including on your Board and Board committees.

Board’s Focus on Diversity

The Company and your Board is committed to a policy of inclusiveness and believes that well assembled boards consist of a diverse group of individuals who possess a variety of complementary skills and experiences. Accordingly, your Board has set a goal that, for the foreseeable future, at least 30% of your Board will be composed of diverse (by gender, race and ethnicity combined) individuals. The Corporate Governance, Corporate Responsibility and Political Oversight Committee regularly assesses the size and composition of your Board in light of the current operating requirements of the Company and the current needs of your Board, and is also committed to actively seeking out highly qualified candidates of diverse backgrounds – including gender, race, skills, and professional experience and other attributes that contribute in the aggregate to the optimal functioning of your Board – to include in the pool from which future Board nominees are chosen. The Company’s Corporate Governance Policies also provide further opportunity for board refreshment by requiring directors who reach the age of 72 to tender their resignations to the Board to be effective upon acceptance by your Board.

Director Independence

Your Board annually reviews the independence of each of its members to make the affirmative determination of independence that is called for by our Corporate Governance Policies and required by the Securities Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) listing standards, including certain independence requirements of Board members serving on the Audit Committee, the Compensation Committee and the Corporate Governance, Corporate Responsibility and Political Oversight Committee. The definition used by your Board to determine independence is included in our Corporate Governance Policies and can be viewed by visiting our website at www.firstenergycorp.com/charters.

Each year, our directors complete a questionnaire to assist your Board in assessing whether each director meets the applicable independence standards and the related provisions in the Company’s Corporate Governance Policies. The Company facilitates this review by examining its records to determine if there were payments made to or received from entities in which each non-employee director or immediate family member has a relationship based on responses to the questionnaires. Subject to the categorical standards approved by your Board and described below, a list of the relevant entities and the amounts the Company paid to or received from those entities is provided to your Board for the non-employee directors. Utilizing this information, the Corporate Governance, Corporate Responsibility and Political Oversight Committee presents to your Board (i) an evaluation, with regard to each director, whether the director has any material relationship with the Company or any of its subsidiaries; (ii) a recommendation of whether the amount of any payments between the Company and relevant entities could interfere with a director’s ability to exercise independent judgment; and (iii) a review of any other relevant facts and circumstances regarding the nature of these relationships, to determine whether other factors, regardless of the categorical standards your Board has adopted or under the NYSE’s independence standards, might impede a director’s independence. Based on a review of information concerning each of its non-employee directors and the recommendation of the Corporate Governance, Corporate Responsibility and Political Oversight Committee, your Board will affirmatively determine whether a director may be considered “independent.”

Your Board recognizes that in the ordinary course of business, relationships and transactions may occur between the Company and its subsidiaries and entities with which some of our directors are or have been affiliated. Our Corporate Governance Policies provide categorical standards to assist your Board in determining what does not constitute a material relationship for purposes of determining a director’s independence. Accordingly, the following commercial and charitable relationships will not be considered to be a material relationship that would impair a Director’s independence: (i) if the Director, an immediate family member or a person or organization with which the Director has an affiliation purchases electricity or related products or services from the Company or its subsidiaries in the ordinary course of business and the rates or charges involved in the transaction are fixed in conformity with law or governmental authority or otherwise meet the requirements of Item 404(a) Instruction 7 of Regulation S-K, (ii) the aggregate charitable contributions made by the Company to an organization with which a Director, an immediate family member or a person or organization with which the Director has an affiliation were less than $100,000 in each of the last three fiscal years, or (iii) the aggregate of other payments made by the Company to another entity or organization with which a Director, an immediate family member or a person or organization with which the Director has an affiliation, or received by the Company from that other entity or

organization, were less than the greater of $1 million or 2% of the affiliated company’s revenues in each of the last three fiscal years. Notwithstanding the foregoing, the Board will not treat a director’s relationship with the Company as categorically immaterial if the relationship otherwise conflicts with the NYSE corporate governance listing standards or is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K.

Based on the February 2023 independence review, your Board affirmatively determined that each of Jana T. Croom, Steven J. Demetriou, Lisa Winston Hicks, Paul Kaleta, Sean T. Klimczak, Jesse A. Lynn, James F. O’Neil III, Andrew Teno, Leslie M. Turner and Melvin Williams are independent pursuant to our Corporate Governance Polices, the rules and regulations of the SEC and the listing standards of the NYSE. Mr. John W. Somerhalder II is not deemed independent pursuant to the Corporate Governance Policies due to his employment with the Company. Additionally, your Board previously determined that former directors Michael J. Anderson, Julia L. Johnson, Donald T. Misheff, Thomas N. Mitchell, Christopher D. Pappas and Luis A. Reyes, who did not stand for re-election at the 2022 Annual Meeting, were independent. In all cases, your Board determined that the nature of the business conducted and any interest in an entity that the applicable director has a relationship were immaterial both to the Company and to the director. Outside of their service as a Company director, none of the Company’s independent directors currently provide professional or other services to the Company, its affiliates or any officer of the Company and none of the Company’s directors are related to any executive officer of the Company.

The Corporate Governance, Corporate Responsibility and Political Oversight Committee also determined that none of the relationships described above constituted a related person transaction requiring disclosure under the heading “Certain Relationships and Related Person Transactions” in this Proxy Statement. Also, in each case where the director is a current executive officer of another company, any transactions constituted less than one percent of the Company’s and the other company’s consolidated gross revenues in each of the last three completed fiscal years.

Biographical Information and

Qualifications of Nominees for Election as Directors

The following provides information about each director nominee. The information presented below includes each nominee’s specific experiences, qualifications, attributes, and skills that contributed to the conclusion by the Corporate Governance, Corporate Responsibility and Political Oversight Committee and your Board that he or she should serve as a director of your Company.

Board Committees

Your Board currently has five standing committees and one special Board oversight committee, which are described below. Your Board’s three primary standing committees are comprised solely of independent directors as determined by your Board in accordance with our Corporate Governance Policies, which incorporate the NYSE listing standards and applicable SEC rules. Presented below are the current committee memberships.

Your Board appoints at least one member of the Audit Committee who, in your Board’s business judgment, is an “Audit Committee Financial Expert,” as such term is defined by the SEC. Your Board determined that Ms. Croom and Messrs. O’Neil and Teno meet this definition. All members of the Audit Committee are financially literate and are independent pursuant to our Corporate Governance Policies, the rules and regulations of the SEC and the listing standards of the NYSE. As required by the applicable NYSE listing standards, to the extent any member of the Company’s Audit Committee simultaneously serves on the audit committee of more than three public companies, the Company will disclose on its website (www.firstenergycorp.com/board) your Board’s determination whether such simultaneous service impairs the ability of that individual to serve effectively on the Company’s Audit Committee. See the Audit Committee Report in this Proxy Statement for additional information regarding the Audit Committee.

Effective May 17, 2022, Ms. Turner was appointed Chair of the Audit Committee, and Ms. Croom and Mr. O’Neil were appointed to the Audit Committee.

Items to Be Voted On

The “Biographical Information and Qualifications of Nominees for Election as Directors” section of this Proxy Statement provides information for all nominees for election at the Annual Meeting. The “Board Qualifications” section above in this Proxy Statement provides information relating to your Board’s and Corporate Governance, Corporate Responsibility and Political Oversight Committee’s review of nominees. Your Board has no reason to believe that the persons nominated will not be available to serve after being elected. If any of these nominees would not be available to serve for any reason, shares represented by the appointed proxies will be voted either for a lesser number of directors or for another person selected by your Board. However, if the inability to serve is believed to be temporary in nature, the shares represented by the appointed proxies will be voted for that person who, if elected, will serve when able to do so.

Pursuant to the Company’s Second Amended and Restated Code of Regulations, at any election of directors, a nominee shall be elected to your Board only if the vote “For” the candidate exceed the votes “Against” the nominee; abstentions and broker non-votes will have no effect. Our Corporate Governance Policies also provide that in an uncontested election of directors (i.e., an election where the only nominees are those recommended by your Board), any nominee for director who receives a greater number of votes “Against” his or her election than votes “For” his or her election will promptly tender his or her resignation to the Corporate Governance, Corporate Responsibility and Political Oversight Committee following certification of the shareholder vote. The Corporate Governance, Corporate Responsibility and Political Oversight Committee will promptly consider the tendered resignation and will recommend to your Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred. In considering whether to recommend acceptance or rejection of the tendered resignation, the Corporate Governance, Corporate Responsibility and Political Oversight Committee will consider factors deemed relevant by the committee members, including the director’s length of service, the director’s particular qualifications and contributions to the Company, the reasons underlying the majority withheld vote, if known, and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Policies. In considering the Corporate Governance, Corporate Responsibility and Political Oversight Committee’s recommendation, your Board will consider the factors considered by the Corporate Governance, Corporate Responsibility and Political Oversight Committee and any such additional information and factors your Board believes to be relevant. Your Board will act on the Corporate Governance, Corporate Responsibility and Political Oversight Committee’s recommendation no later than at its next regularly scheduled Board meeting.

You are being asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to examine the books and accounts of the Company for the fiscal year ending December 31, 2023. While our Second Amended and Restated Code of Regulations does not require shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are submitting the proposal for ratification as a matter of good corporate governance. However, if shareholders do not ratify the appointment, the Audit Committee will reconsider retaining PricewaterhouseCoopers LLP in future years. Even if the appointment is ratified, the Audit Committee, at its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting and will be available to respond to appropriate questions and have an opportunity to make a statement if he or she wishes to do so. We refer you to the “Matters Relating to the Independent Registered Public Accounting Firm” section of this Proxy Statement for information regarding services performed by, and fees paid to, PricewaterhouseCoopers LLP during the years 2021 and 2022. Item 2 requires the affirmative vote of a majority of the votes cast and abstentions will have no effect. There can be no broker non-votes on Item 2 as it is considered a “routine” matter under applicable NYSE rules.

The following proposal provides shareholders the opportunity to cast an advisory, non-binding vote to approve the compensation of the NEOs (a “Say-on-Pay” vote) as further described in the CD&A and the related compensation tables and narrative disclosure. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934. Currently, the advisory vote is held annually. The next advisory vote on NEO compensation is scheduled to occur at the Company’s 2024 Annual Meeting of Shareholders. Your Board strongly supports the Company’s executive pay practices and asks shareholders to support its executive compensation program by adopting the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the FirstEnergy Corp. Named Executive Officers, as such compensation is disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the other related narrative executive compensation disclosure contained in the proxy statement.”

The primary objectives of the Company’s executive compensation program are to attract, motivate, retain, and reward the talented executives, including the NEOs, who we believe can provide the performance and leadership to achieve success in the highly complex energy industry. Our executive compensation program is centered on a pay-for-performance philosophy. While the Company has generally maintained the same structure and design for the executive compensation program since 2018, the Compensation Committee and your Board approved moving relative TSR from a modifier to a weighted metric in the LTIP beginning with the 2022-2024 cycle, to better align executive pay with shareholder interests.

In deciding how to vote on this proposal, we encourage you to read the CD&A for a more detailed discussion of our executive compensation programs and practices applicable to the NEOs, beginning on page 56.

Your Board strongly believes that our compensation philosophy, in conjunction with continued shareholder outreach, is in the best interests of shareholders. We will continue to annually review and evaluate all compensation plans and programs with the goal of aligning such plans and programs with market practice where appropriate and with the best interests of our shareholders. Item 3 is an advisory proposal that requires the affirmative vote of a majority of the votes cast; abstentions and broker non-votes will have no effect.

Although this advisory vote is non-binding, your Board and the Compensation Committee value the views of our shareholders and expect to consider the voting results when considering future executive compensation practices for the NEOs.

In accordance with Section 14A of the Exchange Act and related SEC rules, your Company is providing its shareholders an opportunity to cast an advisory vote on how frequently the Company should hold future Say-on-Pay votes. By voting on this proposal, shareholders may indicate whether they would prefer to have future Say-on-Pay Votes “EVERY YEAR”, “EVERY 2 YEARS” or “EVERY 3 YEARS.” You may also “ABSTAIN” from voting. This is a non-binding, advisory vote that is required to be submitted to shareholders at least once every six years. The next advisory vote on how frequently the Company should hold future Say-on-Pay votes is scheduled to occur at the Company’s 2029 annual meeting of shareholders.

After careful consideration, the Board and the Compensation Committee believe that conducting a Say-on-Pay vote every year is currently appropriate for your Company so that our shareholders may annually express their views on the Company’s executive compensation program. An annual Say-on-Pay vote is consistent with our policy of regularly seeking input from, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation program.

While the Board and the Compensation Committee believe that their recommendation of annual Say-on-Pay votes is appropriate at this time, shareholders are not voting to approve or disapprove the adoption of annual Say-on-Pay votes, but are instead being asked to recommend their view as to how frequently the Company should conduct future Say-on-Pay votes.

Although this advisory vote is non-binding, your Board and the Compensation Committee value the views of our shareholders and will consider the alternative receiving the greatest number of votes when establishing the frequency with which Say-on-Pay votes will be held in the future.

Your Board believes that shareholders should have the ability to call special meetings. Currently, the Company’s Second Amended and Restated Code of Regulations permit special shareholder meetings to be called by the Chair of the Board, the President, a majority of the Board of Directors or holders of at least 25% of all shares outstanding. Your Board is continually assessing the appropriate threshold at which shareholders should be able to exercise this right. For example, in 2011, shareholders approved management’s proposal to reduce the requisite threshold needed to call a special shareholder meeting from at least 50% of the shares outstanding to 25% of the shares outstanding. Your Company also regularly engages with shareholders on a wide range of governance topics, including the right of shareholders to call special meetings. Prior to the 2023 annual meeting of shareholders, FirstEnergy’s 25% threshold to call a special shareholder meeting was not identified by our stakeholders as a significant concern.

In consideration of a shareholder proposal presented at the 2022 Annual Meeting, your Board disclosed in the 2022 Proxy Statement that it anticipated seeking shareholder approval at this Annual Meeting to reduce the threshold necessary to call a special shareholder meeting from at least 25% of all shares outstanding to at least 20% of all shares outstanding. Although the proposal presented at the 2022 Annual Meeting did not receive majority shareholder support, for the reasons set forth below, your Board continues to believe that a reduction in the percentage of shares required to call a special meeting of shareholders is in the best interest of the Company:

The proposed amendment to FirstEnergy’s Second Amended and Restated Code of Regulations is set forth in Appendix A to this Proxy Statement. Your Board cannot unilaterally adopt the proposed amendment because a shareholder vote is necessary under our governing documents and Ohio Law. Accordingly, if this proposal is approved by the requisite vote of our shareholders, the Second Amended and Restated Code of Regulations will be revised as set forth in Appendix A.

Effectiveness and Vote Required

Approval of this proposal requires the affirmative vote of shareholders holding at least a majority of the outstanding shares of common stock of the Company as of the record date. Abstentions and broker non-votes will be counted and have the same effect as a vote “against” this item.

Subject to shareholder approval at the Annual Meeting, your Board has authorized an amendment of the Company’s Second Amended and Restated Code of Regulations, as set forth in Appendix A, and authorized the preparation and filing of any document necessary or advisable to implement such amendments. The amendment, if approved, is expected to become effective promptly after the Annual Meeting.

The above discussion is qualified in its entirety by reference to the full text of the proposed amendment in Appendix A.

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, plans to introduce the following proposal at the Annual Meeting. We have been notified that Mr. Chevedden is the beneficial owner of no less than 90 shares of your Company’s common stock.

NOTE: The graphic below was submitted as part of the shareholder’s proposal.

Proposal 6 — Shareholder Ratification of Excessive Termination Pay

Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.

“Severance or termination payments” include cash, equity or other pay that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred pay earned and vested prior to termination.

“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination.

The Board shall retain the option to seek shareholder approval after material terms are agreed upon.

Generous performance-based pay can sometimes be justified but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with shareholder interests.

Shareholder Ratification of Excessive Termination Pay, the topic of this proposal, received between 51% and 65% support at:

AbbVie (ABBV)

FedEx (FDX)

Spirit AeroSystems (SPR)

Alaska Air (ALK)

Fiserv (FISV)

Please vote yes:

Shareholder Ratification of Excessive Termination Pay – Proposal 6

Your Company’s Response — Item 6

Your Board has carefully considered the foregoing shareholder proposal and unanimously recommends a vote AGAINST it for the following reasons:

The Company has agreed that it will not enter into any new severance agreements providing cash severance benefits in excess of 2.99 times the sum of an executive officer’s base salary and target short-term bonus.

On February 9, 2023, upon the recommendation of the Compensation Committee of the Board, the Board approved a new policy effective immediately that cash severance payable under the Company’s Executive Severance Benefits Plan or pursuant to any individual contract with an executive officer will not exceed 2.99 times the sum of the executive officer’s base salary plus target annual incentive opportunity under the Short-Term Incentive Program, unless the Company seeks shareholder approval.

The Company’s current cash severance benefits are only payable in limited circumstances and are less than the proposed 2.99x ceiling.

Notwithstanding the aforementioned policy, the proposal is inappropriate because the Company’s current cash severance benefits are only payable in the event of an involuntary separation without cause or following a qualifying termination within two years of a change in control and would result in payments of less than the proposed ceiling of 2.99 times the sum of base salary plus target short-term bonus.

As an initial matter, none of the Company’s named executive officers have employment agreements that provide severance benefits. Rather, cash severance benefits for the named executive officers are governed by the Company’s Amended and Restated Executive Severance Benefits Plan and/or the Change in Control Severance Plan.

In the event of an involuntary separation without cause, the CEO’s severance benefits are not guaranteed and are to be determined by the Compensation Committee, in its discretion, and approved by the independent members of the Board. All named executive officers, other than the CEO, are entitled to receive cash severance in an amount that is based upon the executive’s total years of service, but is not to exceed the maximum benefit of 104 weeks, or two years, of base salary. In the event of a qualifying termination following a change in control, in addition to certain equity components, all named executive officers are entitled to receive a cash severance payment equal to two times their base salary plus annual short-term incentive plan target amount, as well as a prorated short-term incentive plan award at target. In both scenarios, the cash severance payments are less than the proposed ceiling of 2.99 times the sum of base salary plus target short-term bonus. Please see “Compensation Tables – Potential Post-Employment Payments,” for a more detailed discussion of our named executive officers’ post-termination payments.

The proposal disincentivizes the use of performance-based equity awards, which creates misalignment between management and shareholder interests.

Your Board believes that our pay mix, which includes long-term performance-based equity awards, supports the Company’s strategy by rewarding attainment of the Company’s near-term goals, encouraging stock ownership by management and creating economic alignment between management and our shareholders. Specifically, we believe that aligning executive pay and Company performance directly supports shareholder value. However, performance-based equity payouts are not calculated until the end of the relevant performance period and under some circumstances may, in fact, be zero as they are not guaranteed. Requiring the Company to calculate the value of severance pay using the full value of an equity award requires us to treat a performance-based equity award the same as an award of common stock. This disincentivizes the use of performance-based equity awards and would require shareholder approval, irrespective of the actual payout following the applicable performance period. As a result, your Board believes that the proposal has the potential to break the link between pay and performance and create misalignment between management and shareholder interests in contravention of our compensation philosophy.    

This proposal puts the Company at a competitive disadvantage by limiting the Compensation Committee’s flexibility to offer competitive, market-based compensation to highly qualified executives.

The Compensation Committee – which was reconstituted in 2022 to be composed entirely of recently tenured, independent directors – is responsible for offering competitive total compensation for our executives in order to attract, retain, focus and reward a talented and diverse executive team. Your Board believes that the proposal would limit its ability to recruit and retain such talent.

In a competitive labor market, it is imperative that the Compensation Committee has the flexibility to offer key executives competitive compensation packages, including competitive severance benefits upon a qualifying termination. If we did not offer these benefits, our Company would be less attractive to prospective candidates and current employees, alike.

Your Compensation Committee regularly consults with its independent compensation consultant regarding executive compensation market trends and believes our current severance benefits to be consistent with market practice. With so few companies bound by policies similar to the proposal, the uncertainty of compensation offered subject thereto serves as a further deterrent to prospective candidates. A highly qualified candidate may forego employment with the Company in favor of employment elsewhere if we cannot confirm their pay until a shareholder meeting has been held. Time is often of the essence when courting highly qualified executives and a delay of months, or even weeks, so that a special shareholder meeting can be convened can be detrimental to the hiring process. Even accounting for the allowance that such compensation arrangements can be ratified after the fact, the risk of a proposal not receiving shareholder support may dissuade a candidate from accepting an offer from the Company.

Company shareholders have frequent opportunities to opine on our executive compensation program throughout the calendar year. Your Board believes this proposal is unnecessary because we regularly engage our shareholders on the topic of executive compensation and have consistently received positive feedback regarding our compensation practices.

Our shareholders have the opportunity to annually approve on an advisory basis our executive compensation via the Say-on-Pay vote that is put forth at each annual shareholder meeting. In fact, since 2019, at least 95% of Company shareholders have voted in favor of the Company’s Say-on-Pay proposals.

We also have a robust shareholder outreach program through which we solicit input on a variety of topics, including executive compensation, throughout the calendar year. Our shareholder outreach program is described more fully above under “Shareholder Outreach and Engagement Program” while a more fulsome description of the engagement we specifically conduct vis-à-vis executive compensation can be found under “Compensation Discussion & Analysis – Shareholder Engagement and Say-on-Pay Results.” Ahead of filing the 2023 Proxy Statement, we reached out to our top shareholders representing approximately 46% of shares outstanding. In recent history, none of our shareholders raised the topic of our severance practices as an area of concern.

Summary

For the reasons described above, your Board unanimously recommends a vote AGAINST this proposal. A solution without a problem, the proposal seeks to address an issue not previously raised by shareholders throughout the course of our extensive outreach and which is addressed by the Company’s new policy to limit cash severance benefits. Notwithstanding this policy, your Board also believes that the Company’s current severance benefits are reasonable and that it is the Compensation Committee – which is composed entirely of recently tenured, independent directors and which has retained its own independent compensation consultant – that is best positioned to determine whether, and in what amounts, severance benefits should be offered to our named executive officers.

The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Washington, DC 20036, plans to introduce the following proposal at the Annual Meeting. We have been notified that The National Center for Public Policy Research is the beneficial owner of more than $2,000 in shares of your Company’s common stock.

Committee on Decarbonization Risk

Resolved: Shareholders of the FirstEnergy Corporation (the “Company”) request that the Board of Directors charter a new Committee on Decarbonization Risk to evaluate the risks and drawbacks of attempting to meet demands for Company decarbonization. The committee should engage in formal review and oversight of corporate strategy, above and beyond matters of legal compliance, to assess the Company’s responses to demands for such decarbonization on activist established deadlines. This review should include the potential impacts on the Company from flaws in activists’ climate models, concerns about technological or economic infeasibility of “green” and “renewable” energy sources, the possibility that “net-zero” decarbonization isn’t possible, that the US will not force decarbonization according to such schedules – thus obviating “stranded asset” calculations – that other countries will not adopt similar targets – thus making Company efforts meaningless – and other relevant considerations.

Supporting Statement:

FirstEnergy has touted its commitment to becoming “carbon neutral” by 2050. ¹ It’s not conclusive, however, that that’s even possible. And, from publicly available information, it doesn’t appear that the Company has fully considered this or the risks involved with attempting decarbonization on such a schedule.

Claims about the need for decarbonization, especially by some activist-generated date, are based on assumptions that are either counterfactual or insufficiently examined. For decades, claims have been made that carbon emissions must be reduced before some arbitrary date by which it will be too late for human civilization to sustain its existence.² Decade after decade, those deadlines came and went and none of those apocalyptic claims held up. Nonetheless, climate activists continue to demand decarbonization by a certain deadline, assured that this time a catastrophe will ensue if their demands aren’t met in time

While such demands are silly and should be ignored outright, attempting to meet them can have serious ramifications. Propagating climate-catastrophist lies – and acting on them by reducing fossil fuel energy – has real economic, social and political consequences.

Attempting to meet carbon neutral goals raises the price of fossil fuels while subsidizing other unreliable sources of energy. This has a ripple effect on the entire economy – when the price of energy is high, the price of everything else is too.

Additionally, decarbonization is meaningless if other countries don’t follow suit, and there’s abundant evidence they won’t.³ The only thing it will do is make the US reliant on other nations, which can have negative geopolitical effects. For example, the US and other Western nations have had to rely on oppressive regimes like Russia for fossil fuels exactly when it was most politically inconvenient to.

The US government has never mandated net-zero by statute or authorized regulatory action⁴ and is unlikely to do so, which contravenes the assumptions of “stranded asset” analysis. If decarbonization is neither required nor technologically feasible, the Company will pointlessly contribute to economic and political turmoil while harming its shareholders in the process.

Such outcomes must be considered before an energy company demonizes its flagship product.

Your Company’s Response — Item 7

Your Board has carefully considered the foregoing shareholder proposal and unanimously recommends a vote AGAINST it for the following reasons:

The proposal attempts to micromanage the Board by proscribing the manner in which your Board should review and set Company strategy, as well as the outcome of such analysis.