EXELON CORP
For the period ended Apr 30, 2024. Filed Mar 20, 2024.
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Apr 30, 2024 · Filed Mar 20, 2024
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
☑ Filed by the Registrant
☐ Filed by a Party other than the Registrant
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Exelon Corp oration
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of Contents
| Notice of the Annual Meeting of Shareholders and2024 Proxy Statement | 1 |
|---|---|
| Letter from the Board of Directors toOur Shareholders | 2 |
| About Exelon | 4 |
| Driving Sustainable Change: Highlights of our Responsible Business Practices | 6 |
| Proxy Voting Roadmap | 14 |
| Board and Corporate Governance Matters | 15 |
| Proposal 1 Election of Directors | |
| Director Qualifications and Nomination | 15 |
| Board Matrix | 16 |
| Director Nominees | 19 |
| Overview of Board’s Role | 26 |
| Oversight of Risk | 28 |
| Board Dynamics | 30 |
| Board Committees | 31 |
| Board, Committee, and Individual Director Assessment and Feedback | 34 |
| Director Orientation and Education | 35 |
| Governance Matters | 35 |
| Director Compensation | 35 |
| Audit and Risk Committee Matters | 38 |
| Evaluation of the Independent Auditor | 38 |
| Critical Audit Matters | 40 |
| Independent Auditor Fees | 40 |
| Report of the Audit and Risk Committee | 41 |
| Executive Compensation | 42 |
|---|---|
| Proposal 3 Say-on-Pay: Advisory Vote on Executive Compensation | |
| Compensation Discussion & Analysis (CD&A) | 43 |
| Compensation Governance and Oversight | 52 |
| Compensation Committee Report | 55 |
| Executive Compensation Tables | 56 |
| CEO Pay Ratio | 66 |
| Pay for Performance | 67 |
| Proposal 4 Management Proposal: Amendment to Articles to Allow Shareholders to Call Special Meeting | |
| Proposal 5 Shareholder Proposal | |
| Ownership of Exelon Stock | 76 |
| Other Significant Owners of Exelon Stock | 77 |
| Additional Information | 78 |
| Frequently Asked Questions | 81 |
| Appendix | 83 |
| A - Amendments to Articles of Incorporation | 83 |
| B - Amendments to Bylaws | 84 |
| C - Definitions of Non-GAAP Measures | 87 |
| D - Categorical Standards of Independence | 89 |
| E - Key Terms & Acronyms | 90 |
| Vote Recommendations | FOR | AGAINST |
|---|
Cautionary Statements Regarding Forward-Looking InformationThis proxy statement contains certain forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as (1) the Registrants’ 2023 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on February 21, 2024 in (a) Part I, ITEM 1A. Risk Factors; (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18, Commitments and Contingencies; and (2) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this proxy statement.
Non-GAAP financial measures discussed in this Proxy Statement are identified by the phrase “non-GAAP” and/or an asterisk (*). Reconciliations of these non-GAAP measures to the most comparable GAAP measures are provided in Appendix C.Web links throughout this document are provided for convenience only and are not intended to be active hyperlinks to the referenced websites. Information contained on our website is not part of this proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.