FirstEnergy Corporation | Separate Chair & CEO at FirstEnergy Corporation

Status
Filed
Previous AGM date
Resolution details
Company ticker
FE
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting investor confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to the Company's long-term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. Numerous news reports from 2025 reflect unfavorably on FirstEnergy, including a lawsuit over its internal investigations into the Ohio bribery scandal and criticism of its energy plans in West Virginia. News coverage in 2025 frequently links FirstEnergy to its role in the Ohio House Bill 6 political corruption scandal, which involved bribing state officials to pass favorable legislation. FirstEnergy previously paid a $230 million fine to the U.S. government to resolve criminal charges. News from September 2024 regarding FirstEnergy's settlement with the Securities and Exchange Commission (SEC) over fraud charges related to the bribery scheme also appeared in 2025 news reports. The SEC charged FirstEnergy with defrauding investors and fined the company $100 million for its role in the corruption scandal. FirstEnergy also paid $20 million to settle with the Ohio Attorney General's Office and avoid criminal charges in August 2024. In October 2025, the Sierra Club issued a press release accusing FirstEnergy of failing to protect customers from rising costs in its 2025 Integrated Resource Plan for its West Virginia subsidiaries. The Sierra Club criticized the plan for not including energy efficiency programs and for continuing to rely on gas-fired generation instead of cheaper, clean solar power. In July 2025, FirstEnergy reported mixed second-quarter results, falling short on revenue. Yahoo Finance highlighted that FirstEnergy was projected to see a decline in earnings year-over-year. FirstEnergy continued to receive customer complaints in 2025, according to customer review websites. A review on ConsumerAffairs describes frustration with the process for receiving a refund card and concerns over personal data security.

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