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AGM 2025

May 21, 2025

Operator

Ladies and gentlemen, good morning and welcome to FirstEnergy Corporation's 2025 Annual Meeting of Shareholders. This meeting is being recorded. At this time, I'd like to turn the meeting over to the company. Please go ahead.

Mary Swann
Corporate Secretary and Associate General Counsel, FirstEnergy Corp

Thank you. Good morning. I am Mary Swann, Corporate Secretary and Associate General Counsel. I would like to review a few details before we begin. The rules of conduct are summarized on your screen. You may find the full rules of conduct in the Meeting Materials area to the left of the webcast screen. The polls are open. Eligible shareholders who have not yet voted or are looking to change their vote may do so by clicking the "Click here to vote" link in the Meeting Materials section of the screen. The polls will remain open until the conclusion of the matters to be voted on at this meeting. All links in the Meeting Materials section of the screen are now live and will remain live during the voting portion of the meeting.

In the event of technical difficulties where we are unable to provide any immediate update in this meeting, please wait 15 minutes for resolution. If after that time we are still unable to provide an update in this meeting, please refer to the newsroom area at the company's website, firstenergycorp.com, for related updates. There will be a session to answer questions pertinent to the meeting and related to company business after the formal part of the meeting. Pre-registered shareholders may submit questions in the "Ask a Question" section area of the webcast screen. At this time, I would like to turn the meeting over to Brian Tierney, Board Chair, Chief Executive Officer, and President of FirstEnergy.

Brian Tierney
Board Chair, CEO and President, FirstEnergy Corp

Thank you, Mary. Good morning, everyone. I'm Brian Tierney, and it's my pleasure to welcome you to our Annual Meeting of Shareholders. This webcast has three sections: the formal part of the meeting with a report on voting results, followed by my address to shareholders, and finally a session to answer questions that are pertinent to the meeting and related to our business. At this time, I will call this Annual Meeting of Shareholders to order. As Mary indicated, we will follow the rules of conduct available in the Meeting Materials section of your screen. Also included in this area is the forward-looking statements disclaimer for the meeting.

To begin, I would like to acknowledge the members of your Board of Directors, all of whom have joined us on the call today. I would also like to recognize our executive team for their leadership and dedication. Together, we are executing our strategy to become a premier electric company that delivers long-term value to our investors, customers, communities, and employees. Mr. Kevin Thomas, representing PricewaterhouseCoopers, is attending the meeting as described in the proxy statement. The Board appointed Corporate Election Services to act as inspector of election for this meeting. A list of shareholders entitled to vote at this meeting was delivered to Corporate Election Services.

A certified copy of this list is available for examination in the Meeting Materials by eligible shareholders. The polls are currently open. Eligible shareholders who have not yet voted or are looking to change their vote may do so by clicking the "Click here to vote" link in the Meeting Materials. Voting will close shortly. Mary Swann, our Corporate Secretary, will now give her report.

Mary Swann
Corporate Secretary and Associate General Counsel, FirstEnergy Corp

Mr. Chair, this meeting is being held pursuant to a notice which was mailed or made available beginning April 3rd, 2025, to each shareholder of record as of March 25th, 2025. There is a quorum present in person or by proxy.

Brian Tierney
Board Chair, CEO and President, FirstEnergy Corp

Thank you. I refer you to the Annual Report located in the Meeting Materials and present the financial statements from 2024. The company's amended and restated code of regulations sets forth procedures a shareholder must follow to nominate directors or present other shareholder proposals. No matters have been submitted in accordance with the company's code of regulations. The only matters properly before our shareholders today are those set forth in the proxy statement and notice of annual meeting. The first order of business is to vote on the items identified in the proxy statement. Items one through three are the following: Item one, the election of the 10 director nominees named in the proxy statement.

Item two, the ratification of the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for 2025. Item three, an advisory vote to approve named executive officer compensation. Your board has recommended that shareholders vote for the election of each of the 10 director nominees in item one and for items two and three. Item four is a shareholder proposal. Ms. Kam Franklin is available to present item four on behalf of John Chevennen. Please limit your remarks to no longer than three minutes, and please keep your comments to the shareholder proposal being presented. Operator, please open Ms. Franklin's line.

Operator

That line is open.

Good morning. Can you hear me okay?

Brian Tierney
Board Chair, CEO and President, FirstEnergy Corp

Yes, we can.

Okay. Proposal for transparency in lobbying, sponsored by John Chevennen. Shareholders request the preparation of a report updated annually disclosing, number one, the company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. Number two, payments by FirstEnergy used for A, direct or indirect lobbying or, B, grassroots lobbying communications, in each case including the amount of payment and the recipient. Number three, FirstEnergy membership in and payments to any tax-exempt organization that writes and endorses model legislation. Number four, description of management's decision-making process and the board's oversight for making payments described above.

The report shall be presented to the FirstEnergy Board of Directors and posted on the FirstEnergy website. Full disclosure of FirstEnergy lobbying activities and expenditures is needed to assess whether FirstEnergy lobbying is consistent with its expressed goals and shareholder interests. FirstEnergy may have spent tens of millions of dollars from 2010 to 2024 on federal lobbying. FirstEnergy also lobbies at the state level and may have spent tens of millions of dollars on state lobbying from 2010 to 2024. Companies like FirstEnergy can also give unlimited amounts to third-party groups that spend millions on lobbying and undisclosed grassroots activity.

There can also be payments to social welfare groups that present reputation risk when such lobbying contradicts FirstEnergy public policy positions. Improved FirstEnergy lobbying disclosure will protect the reputation of FirstEnergy and preserve shareholder value. Proposal for transparency in lobbying. Thank you.

Thank you, Ms. Franklin. That concludes the items that will be voted on today. I now declare the polls closed. Preliminary results will now be displayed on the webcast screen. Final voting results will be filed on a current report form 8K. This will be made available on our website and filed with the Securities and Exchange Commission. Final voting results are also subject to certification by the inspector of election and will be included in the meeting minutes. That concludes our official business. With the consent of the majority of shareholders represented at

This meeting, I declare the Annual Meeting of Shareholders to be officially adjourned. We will now play a brief video highlighting our progress to position FirstEnergy for long-term growth and success. After the video, I will be happy to address any questions that.

Thank you for joining us today, and thank you for your investment in FirstEnergy. I am proud of what we've accomplished over the past year, and I'm excited about our future. This is a new FirstEnergy optimized for performance, growth, and financial strength to deliver value to our investors and superior service to the six million customers who depend on us. In the last 12 months, we executed a redesign of our operating model, moving accountability and decision-making closer to the customers, employees, and regulators across our five-state region.

Today, we have a flatter, more sustainable operating structure with a strong and experienced leadership team to energize and guide the organization. These leaders are building a high-performance culture that prioritizes safety, agility, and continuous improvement while keeping our core values at the heart of everything we do. This new operating structure is already delivering value. Last August, the Cleveland area experienced a historic storm that caused significant damage to the electric system, disrupting power for more than 600,000 customers. Directed by our new Ohio State President, a team of more than 7,500 workers executed a superb storm response, allowing us to safely restore power ahead of our original targets.

The restoration response and consistent reliable communications earned positive community recognition, showcasing the effectiveness of our local leadership model. We serve a diverse footprint with a range of needs and regulatory requirements. Our boots-on-the-ground leadership team understands the distinct needs of their communities. This shapes and drives our strategy to invest in the electric system for the benefit of our customers. Our Energize 365 program targets investments that make the Grid smarter, more secure, and reliable while maintaining a strong affordability position.

In 2024, the program's inaugural year, we invested $4.5 billion in our system, surpassing our original plan by 5% and representing a 20% increase compared to 2023. This year, we expanded our five-year investment target to $28 billion through 2029, including $5 billion in 2025. Our Energize 365 investments solidly support our growth targets as well as the economic viability of our region. Included in our five-year plan is 2.6 GW of active or contracted demand from data center development. With a continued high level of developer interest in our footprint, we see a steady pipeline of data center projects with significant potential for additional growth and investment beyond our base plan.

We are also excited about transmission growth prospects. This winter, FirstEnergy subsidiaries were awarded $300 million in projects by PJM. In addition, approximately $3 billion of investment was awarded to the new ValleyLink joint venture. We believe this innovative collaboration will unlock additional investment opportunities. Successfully recovering our investments is instrumental to executing our strategy. Over the past year and a half, we completed regulatory proceedings representing 83% of our Rate base. The resulting base revenue increase of nearly $450 million is a solid framework for enhancing service reliability and financial performance.

Our rate reviews in Maryland, West Virginia, New Jersey, and Pennsylvania demonstrate our ability to reach constructive and reasonable regulatory outcomes. We are applying the same thoughtful, collaborative approach as we work through our base rate case in Ohio. We are proud of the financial transformation that is fueling our growth. Last spring, we completed a multi-year $7 billion effort to improve our balance sheet and power our investment plan. That work was a catalyst for our return to investment-grade status at all three credit rating agencies. Our stronger balance sheet means we have the financial power to fund our base capital plan without incremental equity needs beyond our employee benefit programs.

As we grow earnings, we remain laser-focused on efficient operations and financial discipline. We overcame headwinds in 2024 to keep O&M flat compared to 2023. This year, we are executing on a targeted and sustainable program to drive additional efficiencies across our business. Our progress to transform FirstEnergy supports our goal of optimizing the value we provide investors and the communities we serve. Reflecting confidence in our plan, this March, your board approved an increase to our quarterly dividend that equates to an annual rate of $1.78 per share, subject to continued board approval. This is our third dividend increase since 2023, representing an increase of 11% in annual declared dividends over the period.

Our current dividend yield, combined with anticipated earnings growth, represents a total annual shareholder return proposition of 10-12%. As we continue our transformation, we remain centered on our mission to safely and effectively deliver electricity that strengthens society and powers our economy. In addition, we are dedicated to making a positive impact on the communities we serve. Last year, employees contributed over 26,000 hours volunteering for organizations across our service territory and helped to raise more than $2 million, proving their commitment to our customers extends well beyond the power outlet. This sense of service drives positive transformation and community vitality in the places we call home.

Your Board and leadership are committed to building on the progress we have made. We are focused on safety and performance excellence. We offer an attractive risk profile and a compelling shareholder return. We are committed to our bright future as a premier electric company. Thank you for your continued confidence and support.

We now have time for some questions.

Operator

Thank you, Mr. Tierney. We do have a couple of questions in our queue. First, will there be additional layoffs with the plan to return to work in July?

Brian Tierney
Board Chair, CEO and President, FirstEnergy Corp

Thank you for the question. Recently, FirstEnergy executed a reorganization that placed management closer to our customers, employees, and regulators. As part of that process, about 350 employees exited the company. This activity was not taken lightly, and we thank those employees for their service to our customers and the company. We do not anticipate any layoffs associated with our return to office. As a reminder, our employees have been at work the entire time. We are now returning to the office in July, and we look forward to the cultural benefits and better service that will be provided by us being together to more quickly respond to customers' needs.

Operator

Thank you. Our next question. On behalf of a shareholder, what will you do to act more like a public utility than a lobbying firm that happens to own power lines? Infrastructure here in Western Pennsylvania is so precarious that I had more reliable electricity during volunteer work in Central America. We were without power for five days in the last storm. Multiple people died. You mentioned positive community recognition from who? Please modernize our infrastructure, or we will begin our own lobbying effort to more tightly regulate. You're making bad long-term financial decisions if your customers are so frustrated as to reaching out to public officials.

Brian Tierney
Board Chair, CEO and President, FirstEnergy Corp

I'm sorry your service was disrupted during the storm. I can tell you I was down in Pennsylvania during that storm restoration period, and there were many men and women from across the FirstEnergy service area working to respond and restore power as quickly as possible. We had people from across the Eastern part of the country responding, and we were working to, as quickly as possible, safely return power to our customers that were so badly affected in Pennsylvania. We anticipate between 2005 and 2029, about $4.3 billion of investment in the state of Pennsylvania to improve Grid reliability and resiliency.

We anticipate and believe that these actions will result in better reliability and resiliency in the state, and we look forward to making those investments and the resulting improvement that will happen as a result of them. There are no more questions. Thank you, everyone, for your participation. This concludes our meeting.

Operator

Ladies and gentlemen, this concludes today's meeting. You may now disconnect. Have a good day.

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