Good morning, and welcome to the FirstEnergy Corp's 2024 Annual Meeting of Shareholders. This meeting is being recorded. At this time, I'd like to turn the meeting over to the company.
Thank you, and good morning. I'm Mary Swann, Corporate Secretary and Associate General Counsel. I have a few details to review before we begin. The rules of conduct for this meeting can be found in the Meeting Materials area to the left of the webcast screen and are also summarized on the 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 areas on 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 area 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, 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 any 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 area on the screen. At this time, I would like to turn the meeting over to John Somerhalder, non-executive Board Chair at FirstEnergy.
Thank you. Good morning, everyone. I'm John Somerhalder, 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 the voting results, followed by a presentation from Brian Tierney, President and CEO, and finally, a session to answer questions that are pertinent, pertinent to the meeting and related to our business. At this time, I will call the annual meeting of shareholders to order. In the Meeting Materials area of the screen, are rules of conduct and forward-looking statements disclaimer for this meeting. To begin, I would like to acknowledge the members of our, of your board of directors, all of whom are present for this meeting.
I would also like to recognize our executive team and thank everyone for their engaged and ethics-focused leadership as we continue executing our plan and creating long-term value for 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, and a certified copy of this list is available for examination by eligible shareholders in the Meeting Materials area. 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 section. Voting will close shortly. Mary Swann, our Corporate Secretary, will now give her report.
Mr. Chair, this meeting is being held pursuant to a notice which was mailed or made available beginning March 29th, 2024, to each shareholder of record as of March 25th, 2024. There is a quorum present in person or by proxy.
Thank you. I refer you to the annual report located in the Meeting Materials area and present the financial statements from 2023. 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, and 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. Items 1 through 3 are the following. Item 1, the election of 10 director nominees named in the proxy statement. Item 2, the ratification of the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for 2024. Item 3, an advisory vote to approve named executive officers' compensation.
Your board has recommended the shareholders vote for the election of each of the 10 director nominees in Item 1 and for Items 2 and 3. Items 4 through 6 are shareholder proposals. If properly presented by each shareholder or their representative, these will be put forth for shareholder vote. Item 4 is a proposal from the State Comptroller of the State of New York. We now invite the proponent to present Item 4.
On behalf of New York State Comptroller Thomas DiNapoli, Trustee of the New York State Common Retirement Fund, we urge our fellow FirstEnergy shareholders to vote for Proposal 4 on the proxy, requesting reporting on the feasibility of integrating climate-related measures into the company's compensation plan. Proposal 4 is important for FirstEnergy's climate strategy and long-term performance for the following reasons. Compensation packages are designed to reward executives for achieving company's strategic objectives. FirstEnergy has developed a climate strategy that includes achieving carbon neutrality for Scope 1 emissions by 2050. Although the company highlights its climate strategy as a key component of the company's overall business strategy, FirstEnergy's compensation structure for senior executives does not explicitly include meaningful linkages between climate measures and executive compensation. This stands in contrast to most peer utility companies, including American Electric Power, Dominion Energy and Xcel Energy.
These peers have not only tied executive compensation to climate measures, but have specifically incorporated quantitative climate metrics with measurable payout and long-term incentive components. Effectively managing climate strategy provides significant opportunities for FirstEnergy and should be a key metric by which executives are evaluated. By integrating climate-related measures into executive compensation, companies can reduce climate risks and increase the likelihood of achieving a timely climate transition. By incentivizing executives to meet climate objectives, FirstEnergy can achieve greater long-term value for shareholders. Therefore, we urge all FirstEnergy shareholders to vote for Proposal Four on the proxy, which calls on FirstEnergy to report to shareholders on the feasibility of integrating climate-related measures into executive compensation. Thank you for your consideration.
Thank you. Your board has recommended that shareholders vote against item number 4. Let's move on to item number 5. Mr. John Chevedden is available to present Item 5. Operator, would you please open Mr. Chevedden's line?
Hello, this is John Chevedden. Proposal 5, improve the clawback policy for unearned executive pay. Shareholders ask the board of directors to amend the company policy on recoupment of incentive pay, to apply to each named executive officer, and to state that conduct or negligence, not merely misconduct, shall trigger mandatory application of that policy. Also, the board shall report to shareholders in each annual meeting proxy, the results of any deliberations about whether or not to cancel or seek recoupment of unearned compensation paid, granted, or awarded to named executive officers under this policy. There shall be at least the full web address of the complete clawback policy in each annual meeting proxy. This is a stronger clawback policy than the policy FirstEnergy recently adopted. Wells Fargo offers a prime example of why FirstEnergy needs a stronger policy.
After 2016 congressional hearings, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. Wells Fargo's board then moved to clawback $136 million from two top executives. Wells Fargo, unfortunately, concluded that the CEO had only turned a blind eye to the practice of opening fraudulent accounts, and that there would be no recoupment in spite of Wells Fargo paying a $185 million penalty. The Ohio Nuclear Bribery Scandal is why FirstEnergy needs a stronger policy. Speaker of the House of Representatives, Matt Borges, and three others, were accused in July 2020 of accepting $60 million in bribes from FirstEnergy in exchange for $1.3 billion worth of benefits in the form of Ohio House Bill 6, in what became known as the Ohio Nuclear Bribery Scandal.
FirstEnergy's stock price plummeted. In July of 2021, the U.S. Attorney for the Southern District of Ohio announced that FirstEnergy would be fined $230 million for its part in the scandal. Please vote yes, and improve the clawback policy for underearned executive pay. Proposal 5.
Thank you. Your board has recommended that shareholders vote against Item number five. Item 6 is a shareholder proposal requesting a report on financial statement assumptions and climate change. We now invite Mr. Ethan Peck from the National Center for Public Policy Research to present Item six.
In this proposal, we ask FirstEnergy to assure shareholders that in crafting its decarbonization commitments, it is considering the whole record of relevant evidence and research. FirstEnergy has an absolute fiduciary duty to do this. It cannot make business decisions except after application of neutral principles applied objectively to the whole relevant record without bias. FirstEnergy's response to our request that it do what it's already had a legal obligation to have done already, is that it would be neither reasonable nor practical and would not be a prudent use of your company's resources in light of the efforts already underway. Whoa! This is an astonishing statement from our directors.
If FirstEnergy has done its fiduciary duty, then it already has full reports considering all relevant evidence, including that which works against its commitments, has fully determined why its course is the right one, despite that evidence, and can simply publish it as a report that we've asked for. No muss, no fuss. If it hasn't done that work already, then it's violated its fiduciary duty and now owes an independent fiduciary duty to all of us to explain, account, and accept the appropriate consequences for this massive failure.... To avoid these clear legal mandates, the company first asserts that our proposal is micromanagement. It isn't. It's the minimum freestanding duty FirstEnergy owns. Our directors know this. They know their claim is bunk. One ground on which companies can get shareholder proposals eliminated by the SEC staff is claiming that it's micromanagement.
Despite an SEC staff so demonstrably biased against non-left ESG proposals that we're suing it, FirstEnergy didn't even try for elimination. It's that bogus. Second, our directors claim that it's worked closely with shareholders to craft this decarbonization policy. I'm guessing this is mostly or entirely false. They didn't work with outside shareholders. They worked with BlackRock, State Street, and Vanguard, the Big Three, giant custodians of other people's capital, who owe those people their own fiduciary duties. To varying degrees, each of them has demonstrably put their executives' own personal policy preferences for political scheduled decarbonization above those fiduciary duties. If FirstEnergy worked with the Big Three to craft a policy that didn't consider all of the evidence objectively and neutrally, that's a vaster breach, not a justification.
But if FirstEnergy was forced by the Big Three to breach its own fiduciary duties, that's something that it must, at law, tell us and should have told us from the start. If that's what it's trying to tell us now, then it should and must be clearer. Full honesty will ameliorate some of FirstEnergy's own ever-mounting fiduciary breaches, and it's certainly the right thing to do. BlackRock, and perhaps the others, is spending vast amounts of other people's money to hire lobbyists to shut down legitimate inquiries into its own fiduciary violations on exactly these matters. Itself, an act of such hubristic self-dealing that, like a dark sun, it can't really be looked at directly. These are not the type of actors or actions the wise directors should cover for.
Thank you. Your board has recommended that shareholders vote against item number six. 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 8-K, which will be made available on our website and filed with the Securities and Exchange Commission. Final voting results are subject to certification by the Inspector of Election and will be included in the meeting minutes. That concludes our official business, and I declare the annual meeting of shareholders to be officially adjourned. Now, I would like to turn the program over to President and Chief Executive Officer Brian Tierney, who will introduce a video presentation. Brian?
Thank you, John. We will now play a video that reviews our progress on key initiatives and our strategies to continue building on our momentum. If you have questions relevant to the company and this meeting, please submit them in the Ask a Question area of the web screen, webcast screen. I'll respond at the conclusion of the video.
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It appears that I have addressed the items of interest, and there are no questions at this time. This concludes our meeting. Thank you for your interest in FirstEnergy.
This concludes today's meeting. You may now all disconnect.