April 8, 2013
March 11, 2013
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 2 FirstEnergy Corp. (FE)
Preliminary Proxy Deficiency
Ladies and Gentlemen:
Proposal 4, simple majority vote, is de facto an advisory proposal. A company proposal that requires an 80% vote that is accompanied with arguments for both sides of an issue is de facto an advisory proposal. It has no hope of obtaining 80% of the total voting power. The company proposal equivocates (emphasis added):
Your Board and Corporate Governance Committee have evaluated the Companys voting requirements on numerous occasions and have consistently concluded that extraordinary transactions and fundamental changes to corporate governance should have the support of a broad consensus of the Companys shareholders rather than just a simple majority. Additionally, supermajority vote requirements protect shareholders against the potentially self-interested actions of short-term investors or a small group of investors who have a large holding.
The company proxy should also disclose why it is wasting shareholder money by including proposal 4.
As an analogy the company 2012 proposal 3 only received 46% of the voting power and it did not have one word arguing for a no-vote.
This is to request that the Staff require the company to refrain from publishing its fraudulent advisory proposal.
cc: Ray T. Chevedden
Ronda Ferguson [email address redacted]
No response from FirstEnergy after one month.