EXELON CORP
For the period ended Apr 28, 2026. Filed Mar 18, 2026.
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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 28, 2026 · Filed Mar 18, 2026
Contents
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 and 2026 Proxy Statement | 1 |
|---|---|
| Letter to Our Shareholders | 2 |
| About Exelon | 4 |
| Proxy Summary and Roadmap | 6 |
| Board and Corporate Governance Matters | 11 |
| Proposal 1 Election of Directors | |
| Director Qualifications and Nomination | 11 |
| Director Nominees | 15 |
| Corporate Governance | 21 |
| Board Oversight of Risk | 22 |
| Board Composition and Leadership | 27 |
| Director Onboarding and Continuing Education | 27 |
| Board and Committee Engagement | 28 |
| Director Compensation | 32 |
| Audit Matters | 35 |
| Executive Compensation | 39 |
| Proposal 3 Say-on-Pay: Advisory Vote on Executive Compensation | |
|---|---|
| Compensation Discussion & Analysis (CD&A) | 40 |
| Compensation Philosophy and Objectives | 41 |
| 2025 NEO Compensation | 43 |
| Talent Management and Compensation Committee Report | 53 |
| Executive Compensation Tables | 54 |
| CEO Pay Ratio | 63 |
| Pay For Performance | 64 |
| Ownership of Exelon Stock | 69 |
| Beneficial Stock Ownership of Directors and Executive Officers | 69 |
| Other Significant Beneficial Owners of Exelon Stock | 70 |
| Additional Information | 71 |
| Frequently Asked Questions | 74 |
| Legal Matters | 76 |
| Appendix A | 77 |
| Definitions of Non-GAAP Measures | 77 |
| Appendix B | 78 |
| Key Terms and Acronyms | 78 |
| Vote Recommendations | FOR | AGAINST |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.