FirstEnergy Corp. (FE) — Form 8-K Filed May 20, 2026

Introduction

FirstEnergy Corp. (NYSE: FE), one of the largest investor-owned electric utility systems in the United States, filed this Form 8-K on May 20, 2026, disclosing two significant corporate developments that took place on that same date: the execution of a Fifth Amended and Restated Limited Liability Company Agreement governing its majority-owned transmission subsidiary, FirstEnergy Transmission, LLC (FET), and the results of the Company's 2026 Annual Meeting of Shareholders. Headquartered in Akron, Ohio, FirstEnergy serves approximately six million customers through its operating companies across Ohio, Pennsylvania, West Virginia, Maryland, New Jersey, and New York. The Company's transmission assets, held through FET, represent a critical component of its regulated utility portfolio, delivering steady, formula-based returns under Federal Energy Regulatory Commission (FERC) jurisdiction. Together, the two principal items disclosed in this 8-K provide a window into FirstEnergy's evolving capital strategy—one that pairs infrastructure growth through strategic joint ventures with continued stakeholder alignment on governance and executive compensation. The filing also includes forward-looking statements and safe harbor disclosures that contextualize the strategic, operational, and financial risks that management views as material to the Company's outlook going forward.

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I. Entry into a Material Definitive Agreement — Fifth Amended and Restated FET LLC Agreement

On May 20, 2026, FirstEnergy Corp. entered into a Fifth Amended and Restated Limited Liability Company Agreement (the "Fifth LLC Agreement") governing FirstEnergy Transmission, LLC ("FET"), its majority-owned transmission subsidiary, with Brookfield Super-Core Infrastructure Partners (the "Investor"), acting through North American Transmission Company II L.P. [Item 1.01 - Material Agreement, ¶1-2]. Brookfield is one of the world's largest infrastructure investors, and its Super-Core Infrastructure Partners strategy focuses on high-quality, low-risk assets with predictable cash flows—making FET's regulated transmission assets a natural fit for its portfolio. This agreement amends and restates the Fourth Amended and Restated LLC Agreement that was originally entered into on March 25, 2024, in connection with the Investor's acquisition of an incremental 30% equity interest in FET—a transaction that raised Brookfield's aggregate ownership stake to 49.9% and left FirstEnergy with the remaining 50.1% controlling interest [Item 1.01 - Material Agreement, ¶1]. The original partnership between FirstEnergy and Brookfield within FET dates back further, to an initial minority investment that established the governance blueprint upon which the current relationship is built. This latest amendment represents a continued evolution of a partnership structure that has allowed FirstEnergy to access substantial institutional capital for large-scale transmission infrastructure while retaining governance control and operational oversight.

Purpose and Scope of the Amendment. The central purpose of the Fifth LLC Agreement is to extend the parties' existing governance framework to FET's participation in two new transmission joint ventures: the "Valley Link" joint venture and the "Grid Growth" joint venture [Item 1.01 - Material Agreement, ¶2]. While the filing does not provide exhaustive details on the specific assets or projects encompassed by these joint ventures, their names suggest a focus on interconnection and grid expansion—two areas of significant investment need across the PJM Interconnection region in which FirstEnergy operates. Valley Link may relate to transmission improvements supporting generation interconnection or load growth in specific geographic corridors, while Grid Growth likely encompasses broader network expansion projects designed to enhance reliability and enable renewable energy integration. Critically, the relative ownership percentages of FET's members, the size and composition of FET's board of directors, and the ownership-based thresholds at which the Investor's consent, consultation, or other approval rights apply remain unchanged from the Fourth LLC Agreement [Item 1.01 - Material Agreement, ¶3]. This continuity is strategically important: it signals that the foundational partnership terms—negotiated in 2024 when Brookfield increased its stake—have proven workable and do not require revisiting even as the parties pursue new projects through separate joint venture vehicles. The preservation of these terms also provides stability for FET's operations and governance, which is important given the long-lived nature of transmission assets and the multi-year investment cycles they require.

Specific Modifications Introduced. The principal modifications introduced by the Fifth LLC Agreement include four categories of changes, each carefully scoped to the Joint Ventures rather than altering the broader FET governance structure. First, the agreement adds Section 8.6 (Joint Ventures) together with new schedules identifying the Joint Ventures and detailing the consent and approval rights applicable to each. This section creates a dedicated governance track for joint venture matters, distinguishing them from FET's core governance processes. Second, the agreement adds Section 13.16 (Joint Venture Control), which specifically addresses governance mechanisms for the Joint Ventures, clarifying how decisions will be made and which party holds control rights in various scenarios. Third, the agreement makes conforming amendments to extend existing provisions covering enhanced threshold matters, consultation matters, books and records, financial reports, and corporate opportunities—all now applicable to the Joint Ventures. These conforming amendments ensure that the Investor's existing information rights and consultation privileges extend seamlessly to the new projects. Fourth, the agreement deletes provisions that are no longer operative [Item 1.01 - Material Agreement, ¶3], cleaning up the governing document to reflect the current state of the parties' relationship. Notably, the Fifth LLC Agreement does not modify the deadlock or dispute resolution mechanics of the Fourth LLC Agreement in any material respect [Item 1.01 - Material Agreement, ¶4], preserving the existing framework for resolving any governance impasses between the two FET members. This is a meaningful point of continuity, as deadlock provisions—which typically provide for escalation to senior management or, in some cases, arbitration or buy-sell mechanisms—are among the most consequential terms in joint venture agreements.

Strategic Implications. Strategically, this agreement enables FirstEnergy and Brookfield to channel their existing FET partnership structure into new transmission infrastructure projects without renegotiating the foundational governance framework. By simply layering the Investor's consent and approval rights onto these new joint ventures through the Fifth LLC Agreement, the parties can pursue growth in transmission assets efficiently, leveraging FET's existing board and governance mechanisms. This structure supports FirstEnergy's broader capital strategy of retaining operational control (with its 50.1% stake) while accessing Brookfield's capital for large-scale transmission investments—a model increasingly common in the regulated utility sector as companies seek to fund ambitious capital expenditure programs without over-levering their balance sheets or issuing dilutive equity. For Brookfield, the structure provides exposure to regulated transmission assets with predictable, formula-based returns under FERC jurisdiction, while affording consent and approval rights that protect its investment. The transmission business is particularly attractive because FERC-approved transmission tariffs generally provide for recovery of prudently incurred costs plus a return on equity that is set through formula rates, creating a stable revenue stream that is largely insulated from commodity price volatility and retail sales fluctuations.

The filing does not disclose any new required regulatory approvals, contingent payments, or expiration dates beyond the ongoing governance provisions already in place. The full terms of the Fifth LLC Agreement are incorporated by reference as Exhibit 10.1 to the 8-K filing [Item 1.01 - Material Agreement, ¶4]. Investors seeking additional detail on the governance mechanics, consent rights, and joint venture arrangements will need to review the exhibit in its entirety.

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II. Shareholder Voting Results — 2026 Annual Meeting

FirstEnergy Corp. held its Annual Meeting of Shareholders on May 20, 2026, where shareholders voted on three proposals as detailed in the Company's definitive proxy statement filed on April 1, 2026 [Item 5.07, ¶1]. Each proposal passed in accordance with management's recommendation, though the level of support varied meaningfully across individual items, providing insights into shareholder sentiment toward the Company's board composition, governance practices, and executive compensation programs.

Election of Directors. All nine director nominees were elected to serve until the 2027 Annual Meeting. The voting results ranged widely in support levels, revealing distinct patterns in shareholder sentiment toward individual board members. The nominees and their vote totals were as follows: Heidi L. Boyd received 485,279,027 votes for and 6,924,659 against (approximately 98.6% in favor); Jana T. Croom received 485,843,592 for and 6,467,416 against (approximately 98.7% in favor); and Lisa Winston Hicks received 485,155,744 for and 7,281,139 against (approximately 98.5% in favor). Steven J. Demetriou received 466,478,429 for with 25,909,597 against (approximately 94.7% in favor), while Paul Kaleta received the lowest support at 427,352,769 for and the highest against votes among nominees at 64,993,434 against (approximately 86.8% in favor) [Item 5.07, ¶1]. James F. O'Neil III received 480,582,612 for and 11,674,345 against (approximately 97.6% in favor); John W. Somerhalder II received 485,492,654 for and 6,929,732 against (approximately 98.6% in favor); Brian X. Tierney received 475,427,320 for and 16,869,153 against (approximately 96.6% in favor); and Leslie M. Turner received 479,203,044 for and 13,175,714 against (approximately 97.3% in favor). Each nominee also received abstentions and broker non-votes totaling approximately 37.5 million [Item 5.07, ¶1].

The notably lower support for Paul Kaleta—who received roughly 86.8% of votes cast in favor versus the 98%+ support levels seen for several other nominees—and the relatively significant against votes for Steven J. Demetriou (25.9 million against) and Brian X. Tierney (16.9 million against) may reflect shareholder concerns specific to those nominees. Paul Kaleta's 64.9 million votes against is particularly noteworthy in the context of FirstEnergy's recent corporate history, which has included heightened shareholder scrutiny of board composition and governance practices following the Company's involvement in the Ohio House Bill 6 scandal and related investigations. Institutional shareholders and proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis may have recommended against certain directors based on perceived governance deficiencies, board oversight responsibilities, or director tenure considerations. It is worth noting that FirstEnergy has undertaken significant board refreshment in recent years, adding several new independent directors with diverse backgrounds, and the voting patterns in this election suggest that shareholders are continuing to evaluate individual directors on their merits. Nevertheless, all nine nominees were successfully elected, and the board remains fully constituted for the coming year.

Ratification of Independent Auditor. Shareholders ratified the appointment of PricewaterhouseCoopers LLP (PwC) as FirstEnergy's independent registered public accounting firm for fiscal year 2026. This proposal received 514,201,293 votes for, 16,173,608 against, and 822,693 abstentions [Item 5.07, ¶2]. As a routine matter requiring only a majority of votes cast, this proposal passed overwhelmingly, with approximately 96.8% of votes cast in favor—consistent with management's recommendation and with prior years' trends for auditor ratification at large-cap utilities. PwC has served as FirstEnergy's auditor for an extended period, and the continued ratification signals that shareholders see no significant concerns with the quality or independence of the audit function.

Advisory Say-on-Pay Vote. Shareholders approved, on an advisory (non-binding) basis, the compensation of FirstEnergy's named executive officers. The say-on-pay proposal received 471,763,712 votes for, 19,555,719 against, and 2,332,500 abstentions, with approximately 37.5 million broker non-votes [Item 5.07, ¶2]. The approximately 95.9% support level (among votes cast excluding broker non-votes) reflects strong shareholder endorsement of the Company's executive compensation programs, consistent with management's recommendation. While say-on-pay votes are advisory only and do not bind the board or compensation committee, the level of support above 95% suggests that shareholders generally view FirstEnergy's compensation structure as aligned with performance and shareholder interests. This is a positive signal for the Company, particularly given that say-on-pay votes have become a key barometer of shareholder sentiment on compensation governance. Many companies with poorly received compensation programs have seen support levels fall below 70% or even 50%, triggering engagement initiatives and compensation redesigns. FirstEnergy's strong result indicates that its compensation committee's approach to executive pay—including the mix of base salary, annual incentives, and long-term equity awards, as well as the performance metrics used—resonates with the shareholder base.

Summary of Shareholder Sentiment. Overall, all three proposals passed as recommended by management. The director election results for certain nominees—particularly Paul Kaleta's relatively lower support—represent the most notable variance from a uniform voting pattern, though management's entire slate was successfully elected [Item 5.07, ¶1]. The combination of strong say-on-pay approval and auditor ratification indicates that the core governance and compensation frameworks at FirstEnergy continue to enjoy broad shareholder backing, even as certain individual directors face elevated scrutiny. Shareholders appear to be differentiating among board members based on their individual qualifications and contributions, which is generally viewed as a sign of sophisticated and engaged ownership.

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III. Financial Statements and Key Financial Highlights

This Form 8-K, filed on May 20, 2026, does not include a standalone earnings press release or detailed quarterly financial statements. Rather, the filing addresses an amendment to the governance structure of FirstEnergy Transmission, LLC (FET) and reports the results of the 2026 Annual Meeting of Shareholders. Despite the absence of period-specific revenue or earnings data, the filing offers meaningful disclosures about FirstEnergy's capital structure, strategic financial priorities, and forward-looking outlook that are valuable to investors seeking to understand the Company's direction.

Capital Structure and Transmission Joint Ventures. The filing provides important detail on FirstEnergy's capital structure through the amended FET LLC Agreement. Brookfield Super-Core Infrastructure Partners (the "Investor") holds a 49.9% equity interest in FET, while FirstEnergy retains the remaining 50.1% ownership interest and majority control [Item 1.01 - Material Agreement, ¶1]. The newly executed Fifth Amended and Restated LLC Agreement extends FET's governance framework to two new transmission joint ventures—"Valley Link" and "Grid Growth"—without modifying the existing ownership percentages, board composition, or consent thresholds [Item 1.01 - Material Agreement, ¶3]. This structure supports FirstEnergy's strategy of expanding transmission investment opportunities through joint venture partnerships while preserving majority ownership and governance control. The FET vehicle itself has been a cornerstone of FirstEnergy's capital strategy, allowing the Company to monetize a portion of its transmission asset base while retaining operational control and benefiting from the steady, regulated returns that transmission assets generate. The 50.1% / 49.9% split is carefully calibrated: FirstEnergy retains consolidated financial reporting treatment for FET while providing Brookfield with a near-majority stake that justifies its governance protections and consent rights.

Strategic Financial Goals and Risks. Within the forward-looking statements disclosures, management articulates a clear set of financial and operational priorities. The Company aims to execute its Energize365 transmission and distribution investment plan, pursue its rate filing strategy, control costs, improve credit metrics, maintain investment-grade ratings, strengthen the balance sheet, and grow earnings [Item 9.01 - Exhibits, ¶3]. These objectives signal management's focus on regulated utility investment as the primary engine for long-term financial performance. The Energize365 plan, which represents FirstEnergy's multi-year capital investment blueprint, encompasses both transmission and distribution spending and is central to the Company's earnings growth narrative. The plan targets significant infrastructure investment over a multi-year horizon, focusing on grid modernization, reliability improvements, and the integration of distributed energy resources. Rate filing strategy is equally critical: FirstEnergy's operating companies file rate cases with state utility commissions in Ohio, Pennsylvania, West Virginia, Maryland, New Jersey, and New York, and the outcomes of these proceedings directly affect the Company's allowed returns on equity and revenue requirements. The reference to improving credit metrics is particularly relevant given that FirstEnergy's credit ratings—currently in the BBB/Baa range—are important for accessing capital markets on favorable terms to fund the Energize365 program.

At the same time, the filing identifies several material risks that could affect financial results. These include recession risk, volatile interest rates, inflationary pressure, supply chain disruptions, ongoing government investigations and litigation, and the potential impacts of severe weather and climate change [Item 9.01 - Exhibits, ¶3]. Management also notes that changes in market conditions affecting pension trust asset values could negatively impact the Company's forecasted growth rate and results of operations [Item 9.01 - Exhibits, ¶3]. The interest rate environment is particularly consequential for a capital-intensive utility like FirstEnergy, which relies on debt financing for its infrastructure programs; higher rates increase borrowing costs and can compress returns on invested capital if rate case outcomes do not fully reflect the higher cost of debt. Similarly, supply chain disruptions could delay capital projects or increase their costs, affecting the timing and magnitude of rate base growth. The ongoing government investigations and litigation referenced in the risk factors relate to the previously disclosed Ohio matters, and the resolution of these proceedings could result in material financial penalties, compliance obligations, or other remedies that affect the Company's financial position and results of operations. The severe weather and climate change risk factor reflects the physical vulnerability of FirstEnergy's extensive transmission and distribution network to storms, wildfires, and other extreme weather events, which have become more frequent and severe in recent years. Pension risk, while common across the utility sector, is notable given the size of FirstEnergy's pension obligations and the sensitivity of funded status to changes in discount rates and asset returns.

Forward-Looking Guidance. The filing includes a comprehensive safe harbor statement cautioning that forward-looking statements—identified by terms such as "anticipate," "expect," "forecast," "target," "intend," "plan," "believe," "seek," "estimate," "may," "will," "should," and similar expressions—are subject to risks and uncertainties that could cause actual results to differ materially from expectations [Item 9.01 - Exhibits, ¶1]. These statements cover management's intentions regarding operational and strategic initiatives, including the execution of the Energize365 investment plan and the pursuit of the transmission joint ventures described in the FET agreement. The safe harbor expressly disclaims any obligation to update forward-looking statements as a result of new information, future events, or otherwise [Item 9.01 - Exhibits, ¶5]. This safe harbor language, consistent with the Private Securities Litigation Reform Act of 1995, is a standard but important component of the filing, as it delineates the boundaries of management's forward-looking commitments and reminds investors that projected outcomes remain subject to the uncertainties inherent in the utility operating environment.

Governance and Shareholder Matters. At the Annual Meeting held on May 20, 2026, shareholders elected nine director nominees, ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026, and approved executive compensation on an advisory basis [Item 5.07, ¶1-2]. The continued shareholder support for the Company's governance framework provides the board and management with a clear mandate to pursue the strategic and financial objectives outlined in the filing. The combination of the FET governance amendment and the shareholder meeting results on the same day underscores the breadth of the Company's activities: even as management executes complex partnership agreements to fund transmission growth, it remains attentive to the governance and compensation concerns of its shareholder base.

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Conclusion

FirstEnergy Corp.'s May 20, 2026 Form 8-K presents a company navigating a pivotal moment in its capital strategy. The Fifth Amended and Restated FET LLC Agreement with Brookfield Super-Core Infrastructure Partners extends a proven partnership model into new transmission growth vehicles—Valley Link and Grid Growth—without altering the foundational governance terms that have guided the relationship since 2024. This transaction demonstrates the Company's ability to leverage institutional capital partnerships to fund its ambitious Energize365 investment program while maintaining consolidated financial reporting and operational control. Meanwhile, the 2026 Annual Meeting results reveal a shareholder base that broadly supports management's direction, as reflected in strong say-on-pay and auditor ratification votes, even as certain director nominees—most notably Paul Kaleta—faced more elevated opposition. Taken together, these developments underscore FirstEnergy's dual focus: accessing institutional capital to fund its multi-year infrastructure program while maintaining the governance stability and stakeholder alignment necessary to execute that program over the long term. Investors will look to future quarterly filings for the detailed financial results—including revenue, net income, earnings per share, and rate base growth—that will measure the Company's progress against the strategic objectives outlined herein. The risk factors disclosed in the filing serve as a reminder that execution of this strategy is subject to numerous uncertainties, including interest rate movements, regulatory outcomes, and the resolution of ongoing legal matters, all of which warrant continued attention from shareholders and analysts.