FirstEnergy Corporation
05/20/2026 | Press release | Distributed by Public on 05/20/2026 15:12
Material Agreement, Proxy Results (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on March 25, 2024, FirstEnergy Corp. ("FirstEnergy" or the "Company"), FirstEnergy Transmission, LLC, a majority-owned subsidiary of FirstEnergy that primarily owns controlling equity interests of certain of FirstEnergy's transmission assets ("FET"), and North American Transmission Company II L.P., FirstEnergy's joint venture partner in FET and a controlled investment vehicle entity of Brookfield Super-Core Infrastructure Partners ("Investor"), entered into the Fourth Amended and Restated Limited Liability Company Agreement of FET (the "Fourth LLC Agreement"). The Fourth LLC Agreement, which was entered into in connection with Investor's acquisition of an incremental 30% equity interest in FET (which increased Investor's ownership interest in FET to 49.9% and resulted in FirstEnergy retaining the remaining 50.1% ownership interest), established the parties' governance arrangements with respect to FET, including the composition of FET's board of directors and the matters as to which Investor has consent, consultation or other approval rights, in each case based on Investor's ownership interest in FET. The Fourth LLC Agreement was filed as Exhibit 10.1 to FirstEnergy's Current Report on Form 8-K filed on March 25, 2024.
On May 20, 2026, FirstEnergy, FET and Investor entered into a Fifth Amended and Restated Limited Liability Company Agreement of FET (the "Fifth LLC Agreement"), which amends and restates the Fourth LLC Agreement in its entirety. The Fifth LLC Agreement implements the application of the parties' existing governance arrangements under the Fourth LLC Agreement to FET's participation in two new transmission joint ventures (each, a "Joint Venture" and, together, the "Joint Ventures"), referred to in the Fifth LLC Agreement as the "Valley Link" joint venture and the "Grid Growth" joint venture. The relative ownership percentages of the members of FET, the size and composition of FET's board of directors, the ownership-based thresholds at which Investor's rights apply, and the scope of the matters as to which Investor has consent, consultation or other approval rights with respect to FET, in each case as set forth in the Fourth LLC Agreement, are not modified by the Fifth LLC Agreement.
The principal changes effected by the Fifth LLC Agreement, each of which gives effect to the governance framework previously agreed between FirstEnergy and Investor as it relates to the Joint Ventures, are: (i) the addition of a new Section 8.6 (Joint Ventures), together with new Schedule 7 (Valley Link Governance Matters), new Schedule 7.1 (Grid Growth Governance Matters) and new Schedule 8 (Joint Ventures), which schedules identify the Joint Ventures and set forth the matters relating to each Joint Venture as to which Investor's consent, consultation or other approval rights apply (generally consistent with the framework established by the Fourth LLC Agreement for FET-level governance matters); (ii) the addition of a new Section 13.16 (Joint Venture Control) addressing certain matters relating to the governance of the Joint Ventures; (iii) conforming changes to existing provisions of the Fourth LLC Agreement, including Sections 8.4 (Investor Member Enhanced Threshold Matters), 8.5 (Enhanced Consultation Matters), 9.1 (Books and Records), 9.2 (Financial Reports) and 9.3 (Other Business; Corporate Opportunities), in each case to extend FET's existing information, reporting, corporate opportunity and consent frameworks to the Joint Ventures; and (iv) the deletion of provisions of the Fourth LLC Agreement that are no longer operative. The Fifth LLC Agreement does not modify the deadlock or dispute resolution mechanics of the Fourth LLC Agreement in any material respect.
The foregoing description of the Fifth LLC Agreement and the matters and transactions contemplated thereby is subject to, and qualified in its entirety by, the full terms of the Fifth LLC Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 20, 2026. Reference is made to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2026 for more information regarding the items set forth below and the vote required for approval of these matters. The matters voted upon and the final voting results were as follows:
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