8-K
EXELON CORP (EXC)
| 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 | |||||
| April 25, 2023 | |||||
| Date of Report (Date of earliest event reported) | Commission<br>File Number | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||
| --- | --- | --- | |||
| 001-16169 | EXELON CORPORATION | 23-2990190 | |||
| (a Pennsylvania corporation)<br><br>10 South Dearborn Street<br><br>P.O. Box 805379<br><br>Chicago, Illinois 60680-5379<br><br>(800) 483-3220 | 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: | ||||
| --- | --- | ||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | Securities registered pursuant to Section 12(b) of the Act: | |||
| --- | --- | --- | |||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| EXELON CORPORATION: | |||||
| Common Stock, without par value | EXC | The Nasdaq Stock Market LLC | Indicate by check mark whether any of the registrants are emerging growth companies 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 any of the registrants have 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 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders ("Annual Meeting") of Exelon Corporation was held on April 25, 2023. Shareholders of record as of March 1, 2023, were entitled to receive notice and vote at the Annual Meeting.
At the Annual Meeting, the shareholders:
•Elected each of the 8 director nominees to the Board of Directors for a one-year term,
•Ratified the appointment of PricewaterhouseCoopers LLP as Exelon's independent auditor for 2023,
•Approved, on an advisory basis, the compensation of the named executive officers as disclosed in Exelon's 2023 Proxy Statement, and
•Approved, on an advisory basis, including an advisory vote on executive compensation every year.
The following tables present the votes cast with respect to each item of business properly presented at the meeting.
1.Election of Directors
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
|---|---|---|---|---|
| Anthony Anderson | 768,072,149 | 36,241,270 | 1,427,594 | 70,685,445 |
| Paul Bowers | 790,108,863 | 14,124,950 | 1,507,200 | 70,685,445 |
| Calvin G. Butler, Jr. | 800,423,425 | 3,800,895 | 1,516,693 | 70,685,445 |
| Marjorie Rodgers Cheshire | 790,238,410 | 13,797,568 | 1,705,035 | 70,685,445 |
| Linda Jojo | 790,278,524 | 14,025,380 | 1,437,109 | 70,685,445 |
| Charisse Lillie | 799,495,338 | 4,728,737 | 1,516,938 | 70,685,445 |
| Matthew Rogers | 800,487,918 | 3,772,745 | 1,480,350 | 70,685,445 |
| John Young | 782,368,935 | 21,895,268 | 1,476,810 | 70,685,445 |
2.Ratification of Independent Auditor
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
|---|---|---|---|
| 821,802,292 | 53,315,386 | 1,308,780 | N/A |
3.Advisory Vote to Approve Compensation of our Named Executive Officers (Say-on-Pay)
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
|---|---|---|---|
| 739,323,941 | 51,498,086 | 14,918,986 | 70,685,445 |
4.Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation (Say-on-Frequency)
| FOR 1 YEAR | FOR 2 YEARS | FOR 3 YEARS | ABSTAIN |
|---|---|---|---|
| 793,915,819 | 1,976,944 | 7,218,506 | 2,629,744 |
Based on its recommendation to shareholders in favor of an annual vote and the vote of approximately 98.9% of Exelon's shares in favor of an annual vote, the Exelon board of directors has decided to continue to hold the advisory vote on executive compensation annually until the next required vote on the frequency of shareholder votes on the compensation of executives.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* * * * *
SIGNATURES
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.
| EXELON CORPORATION |
|---|
| /s/ Carter Culver |
| Carter Culver |
| Senior Vice President and Deputy General Counsel |
| Exelon Corporation |
April 27, 2023
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |