EXELON CORP
For the period ended Apr 29, 2025. Filed Mar 19, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2025 · Filed Mar 19, 2025
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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 |
2025 Proxy Statement and
Notice of Annual Shareholder Meeting
April 29, 2025 ׀9:00 a.m. ET
Virtual Meeting
Table of Contents
| Notice of the Annual Meeting of Shareholders and2025 Proxy Statement | 1 |
|---|---|
| Letter from the Board of Directors toOur Shareholders | 2 |
| About Exelon | 4 |
| Energy At Its Best | 6 |
| Proxy Summary and Roadmap | 12 |
| Board and Corporate Governance Matters | 15 |
| Proposal 1 Election of Directors | |
| Director Qualifications and Nomination | 15 |
| Director Nominees | 19 |
| Corporate Governance | 24 |
| Board Oversight of Risk | 26 |
| Board Composition and Leadership | 29 |
| Director Onboarding and Continuing Education | 30 |
| Board and Committee Engagement | 30 |
| Director Compensation | 35 |
| Audit Matters | 38 |
| Executive Compensation | 43 |
|---|---|
| Proposal 3 Say-on-Pay: Advisory Vote on Executive Compensation | |
| Compensation Discussion & Analysis (CD&A) | 44 |
| Compensation Philosophy and Objectives | 45 |
| 2024 NEO Compensation | 49 |
| Talent Management and Compensation Committee Report | 58 |
| Preview of 2025 Executive Compensation Changes | 59 |
| Executive Compensation Tables | 60 |
| CEO Pay Ratio | 71 |
| Pay For Performance | 72 |
| Ownership of Exelon Stock | 77 |
| Beneficial Stock Ownership of Directors and Executive Officers | 77 |
| Other Significant Beneficial Owners of Exelon Stock | 78 |
| Additional Information | 79 |
| Frequently Asked Questions | 82 |
| Legal Matters | 84 |
| Appendix A | 85 |
| Definitions of Non-GAAP Measures | 85 |
| Appendix B | 86 |
| Key Terms and Acronyms | 86 |
| Vote Recommendations | FOR | AGAINST |
|---|
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