FirstEnergy Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$FE
Electric Utilities: Central
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2025
| Exact name of Registrant as specified in its charter | |||||||||||||||||||||||
| State or other jurisdiction of incorporation | Commission File Number | I.R.S. Employer Identification No. | |||||||||||||||||||||
| Address of Principal Executive Offices and Zip Code | |||||||||||||||||||||||
| Registrant’s telephone number, including area code: | |||||||||||||||||||||||
| Not Applicable | |||||||||||||||||||||||
| Former name or former address, if changed since last report: | |||||||||||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2025, after a thorough review process by the Board of Directors (the “Board”) of FirstEnergy Corp. (the “Company”) and the Compensation Committee of the Board (the “Committee”), with input and advice from the Committee’s independent compensation consultant, the Board, upon recommendation by the Committee, approved (i) amendments and restatements of the FirstEnergy Executive Severance Benefits Plan (the “Executive Severance Plan”) and the FirstEnergy Corp. 2017 Change in Control Severance Plan (the “Change in Control Plan” and, together with the Executive Severance Plan, the “Plans”), and (ii) new forms of time-based restricted stock unit award agreements (the “Time-Based RSU Award Agreements”) and performance-based restricted stock unit award agreements (the “Performance-Based RSU Award Agreements” and, together with the Time-Based RSU Award Agreements, the “RSU Award Agreements”), in each case to be effective January 1, 2026. The Board’s approval of the amended and restated Plans and the new forms of RSU Award Agreements modernizes and aligns the Company’s executive severance compensation program with peer practice. Certain Company executives, including the Company’s President and Chief Executive Officer (“CEO”), Chief Financial Officer, and other named executive officers, are expected to participate in the Plans and to be granted equity awards in the future evidenced by the RSU Award Agreements.
Executive Severance Plan
The Executive Severance Plan provides severance benefits to eligible executives who are involuntarily separated by the Company due to the sale or closing of a facility, corporate restructuring, merger, acquisition, a reduction in the workforce, or job elimination (collectively, “Qualified Separations by the Company”). Benefits under the Executive Severance Plan are also offered if an eligible executive terminates his or her employment with the Company because a new job assignment would result in the occurrence of any one or more of the following events: (i) 15% or greater reduction in the executive’s then current base salary (except with respect to across-the-board salary reductions to similarly-situated Company employees); (ii) a requirement that the executive relocate from his or her current residence; or (iii) the distance from the executive’s current residence to his or her new reporting location being at least 50 miles farther than the distance between such executive’s current residence and previous reporting location (collectively, “Qualified Separations by the Executive” and, together with Qualified Separations by the Company, “Qualified Separations” and each, a “Qualified Separation”).
Prior to the amendment and restatement, the CEO was not included in the Executive Severance Plan and the cash severance benefits under the Executive Severance Plan were calculated using a service-based formula (the “Service-Based Formula”), such that, in the event of a Qualified Separation, an eligible executive was entitled to receive three weeks of base salary for each full year of service (with a minimum benefit of 52 weeks of base salary and a maximum benefit of 104 weeks of base salary). As amended and restated, the Executive Severance Plan includes the CEO as an eligible participant and provides that cash severance benefits (collectively, the “Amended Severance Benefits”) will be determined as follows in the event of a Qualified Separation:
•The CEO, all officers (as defined by Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), and any remaining members of the Company’s Executive Council will be entitled to severance pay equal to one and one-half times such participant’s base salary.
•Tier 3 participants (generally, Presidents and Vice Presidents) will be entitled to severance pay equal to such participant’s base salary.
•Tier 4 participants (generally, Director-level) will be entitled to severance pay based upon the Service-Based Formula, such that an eligible executive will be entitled to receive three weeks of base salary for each full year of service (with a maximum benefit equal to such participant’s base salary).
Notwithstanding the foregoing, the amended and restated Executive Severance Plan provides that eligible executives, as defined therein, will be entitled to receive severance benefits based upon the prior Service-Based Formula as of December 31, 2025, if such amount is greater than the amount that the executive would receive under the Amended Severance Benefits.
Additionally, under the amended and restated Executive Severance Plan, for an executive with a Qualified Separation who is eligible for and elects continuation of health care and/or dental care under COBRA, the Company will waive a portion of the COBRA premium for a period equal to the lesser of (i) 18 months following the date of the Qualified Separation and (ii) the date that such executive ceases to qualify for COBRA coverage.
An executive’s receipt of any severance benefits under the amended and restated Executive Severance Plan is contingent upon such executive’s timely execution and delivery of a valid and irrevocable separation agreement in the form provided by the Company that contains, among other provisions, a general release and waiver of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement provisions (a “Release”) and (ii) the Release becoming irrevocable no later than 60 days following the executive’s separation from the Company. Severance amounts will be paid in a lump sum as soon as administratively possible after the Release is effective, but no later than two and one-half months after the date that the Qualified Separation occurs.
In addition to the aforementioned changes, the Executive Severance Plan, as amended and restated, also incorporate certain clarifying, ministerial, non-substantive, and conforming changes.
Change in Control Plan
The Change in Control Plan provides for severance benefits in the event that an eligible executive experiences a termination of employment (either without “Cause” by the Company or for “Good Reason” by the executive (each as defined in the Change in Control Plan)) within the 24-month period following a change in control of the Company. For the avoidance of doubt, participants in the Change in Control Plan are not permitted to receive severance benefits under the Change in Control Plan and another Company severance plan, program or arrangement.
Prior to the amendment and restatement, all participants were eligible for the same level of benefits under the Change in Control Plan, which included (collectively, the “Change in Control Benefits”):
•Cash severance (the “Change in Control Cash Severance”) equal to two-times the sum of the executive’s (i) base salary and (ii) target award under the Company’s short-term incentive program (“STIP”);
•Payment of the annual STIP for the fiscal year in which the termination occurs, paid at target and prorated for the number of days that the executive worked during such fiscal year;
•Continued health and welfare coverage for two years; and
•Up to $30,000 of outplacement services for the one-year period following the change in control.
The Change in Control Benefits under the amended and restated Change in Control Plan remain the same for all eligible participants, except in the case of the CEO, who under the amended and restated Change in Control Plan, will be entitled to Change in Control Cash Severance equal to two and ninety-nine hundredths (2.99) times the sum of the CEO’s (i) base salary and (ii) target award under the STIP.
The “Change in Control” definition in the amended and restated Change in Control Plan was revised to conform to the corresponding definition in the Company’s 2020 Incentive Compensation Plan (the “2020 ICP”) to ensure consistency and for ease of administration in the event of a change in control. Additionally, the Change in Control Plan required the Board to conduct an annual review of the Change in Control Plan to determine whether the term of the Change in Control Plan should be extended for an additional one-year period. The amended and restated Change in Control Plan will automatically renew for successive one-year terms, unless otherwise terminated by action of the Board.
An executive’s receipt of any benefits under the amended and restated Change in Control Plan is contingent upon such executive’s execution and non-revocation of a general release and waiver of claims in favor of the Company and related persons and entities. Cash amounts under the amended and restated Change in Control Plan will be paid in a lump sum within 60 days of the executive’s termination of employment.
In addition to the aforementioned changes, the Change in Control Plan, as amended and restated, also incorporates certain clarifying, ministerial, non-substantive, and conforming changes.
RSU Award Agreements
The Board approved new forms of RSU Award Agreements for grants of time-based restricted stock units (“RSUs”) and performance-based RSUs made on or after January 1, 2026. The new form of Time-Based RSU Award Agreement provides that outstanding unvested time-based RSUs will vest in full upon a Change in Control (as defined in the 2020 ICP) to the extent such RSUs are not replaced with a “Replacement Award” (as defined in the 2020 ICP). The new form of Performance-Based RSU Award Agreement provides that, in the event of a Change in Control, outstanding unvested performance-based RSUs will vest at target level of performance, to the extent such RSUs are not replaced with a Replacement Award.
The foregoing descriptions of the amendments and restatements of the Plans and the new forms of RSU Award Agreements are summaries and are qualified in their entireties by reference to the full texts of the amended and restated Plans and the new forms of RSU Award Agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
September 29, 2025
| FIRSTENERGY CORP. | |||||
| Registrant | |||||
| By: | /s/ Jason J. Lisowski | ||||
Jason J. Lisowski Vice President, Controller and Chief Accounting Officer | |||||