Constellation Energy Corp

UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

CONSTELLATION ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Letter from Constellation’s Board of Directors

March 19, 2025

Dear Fellow Shareholders:

As we approach our 2025 Annual Meeting of Shareholders, the Board would like to take this opportunity to thank our world-class team for their hard work and dedication. Their relentless execution of our strategy continues to create value for our shareholders as we help America to meet the needs of achieving clean and reliable energy to grow our data-driven economy, protect our national security, and accelerate the energy transition. We are immensely proud of the progress our team has made this past year and are excited for our future as Constellation is uniquely positioned to address the growing energy needs of our customers.

Delivering on Our Commitments

In our first three years as a stand-alone company, we have outperformed financial expectations, and for a second consecutive year we exceeded the top end of our revised guidance range. Our outperformance has translated into significant value creation with Constellation delivering a total shareholder return of 362.2% through 2024 since our separation from Exelon in 2022. To date, we have returned approximately $3 billion to shareholders through dividends and the company’s share repurchase plan with another $1 billion of remaining authorization for additional repurchases. We have accomplished all of this while strengthening our investment-grade balance sheet.

We continue to find innovative ways to grow and develop the business. In September 2024, we announced the signing of a 20-year power purchase agreement with Microsoft that will restart Three Mile Island Unit 1 and support the launch of the Crane Clean Energy Center, which is expected to create 3,400 direct and indirect jobs and deliver more than $3 billion in state and federal taxes. Under this agreement, Microsoft will purchase energy from the renewed plant as part of its goal to help match the power its data centers use in the PJM region. Just a few months later, in late 2024, we were awarded more than $1 billion in combined contracts by the U.S. General Services Administration (GSA), including a 10-year, $840 million contract to supply power to more than 13 government agencies. This contract is the largest in GSA history and, in combination with the Crane restart, is expected to add approximately 1,100 million megawatt hours of 24/7 nuclear energy by 2028. This development reflects growing support for investments in reliable nuclear energy that will allow Constellation to relicense and extend the lives of our critical assets, while also underscoring growing recognition of the unique value our company provides as the country’s largest operator of nuclear plants.

Acquiring Calpine Better Positions Constellation for the Future

In January 2025, we announced that we entered into a definitive agreement to acquire Calpine Corporation. Calpine is the largest U.S. producer of energy from low-emission natural gas generation and has a renewable energy portfolio which includes the largest geothermal generation operation in the country. Together, Constellation and Calpine will have the cleanest and most reliable generation portfolio in the U.S., with a diverse, coast-to-coast portfolio of zero and low-emission generation assets. Also, this transaction will expand our footprint in Texas, the fastest growing market for power demand, as well as other key strategic states.

In addition to reinforcing our position as the country’s largest clean energy producer with the lowest carbon emissions intensity among the top 20 power producers, this transaction combines best-in-class retail and commercial businesses with a premier customer solutions platform, providing opportunities to serve more customers with a broader array of energy and sustainability products while enabling greater predictability at competitive prices. The combined company will be able to create reliable energy solutions on a larger scale, including new product offerings that can integrate nuclear, renewable, and natural gas technologies tailored to customers’ unique needs. Accordingly, this transaction best positions Constellation and Calpine to pursue our shared passion of powering America’s families and businesses with energy that is reliable, clean, and available whenever it is needed.

Beyond sharing this passion, both Constellation and Calpine have proven teams with strong cultures of safety, operating excellence, and commitment to serving customers, communities, and the country. We are excited to work with the Calpine team, including current president Andrew Novotny, who will bring his decades of energy expertise and leadership to Constellation and continue to lead the Calpine business after closing. With Calpine, Constellation will increase its positive impact, serving as an economic engine for local communities through jobs, tax payments and other economic activity. Together, we will continue our shared commitment to supporting clean, healthy, and growing communities through workforce development, philanthropy, and community investment, including through more than $21.1 million in combined annual foundation, corporate, and employee philanthropy, in addition to thousands of employee volunteer hours, with a focus on economically disadvantaged communities.

Letter from Constellation’s Board of Directors

Constellation is uniquely positioned to acquire Calpine while maintaining our strong investment grade balance sheet, and we expect to return to our target leverage ratios by the end of 2027 as a result of strong, predictable cash flows and a focused deleveraging plan. We will acquire Calpine in a cash and stock transaction valued, as of the date of signing, at an equity purchase price of approximately $16.4 billion and a net purchase price of $26.6 billion (after accounting for cash that is expected to be generated by Calpine between signing and the end of 2025, as well as the value of tax attributes at Calpine). This price reflects an attractive acquisition multiple of 7.9x 2026 EV/EBITDA for a transaction that will create significant value for Constellation’s shareholders, with expected immediate adjusted operating earnings per share (EPS) accretion of more than 20% in 2026 and at least $2 per share of EPS accretion in future years. The transaction is also projected to add more than $2 billion of free cash flow annually, creating strategic capital and scale to reinvest in the business.

Providing Robust Board Oversight and Continuous Enhancement

As we reflect on our recent accomplishments, we would also like to thank Laurie Brlas, who retired from the Board in December 2024. We are deeply grateful to Laurie for her many contributions, professionalism, and expertise, including her strategic and financial insight and guidance, which were instrumental in Constellation’s performance since its successful spinoff in 2022.

To ensure our Board continues to be effectively equipped to provide oversight of Constellation’s long-term strategy, we regularly consider whether the near and long-term needs of the company align with our current directors’ backgrounds, experiences, and skills. After careful review, we remain confident in our current Board composition and are excited about the backgrounds and expertise that our newest members, Peter Oppenheimer and Eileen Paterson, provide our Board. Peter and Eileen bring a combination of strong financial acuity, operational experience, and business leadership expertise that will help guide Constellation through this exciting period of growth and innovation. Our recent additions reflect our continued efforts to actively search for desirable prospective director candidates and ensure a regular governance process for Board refreshment. We also gain valuable insights into investor perspectives and priorities through the company’s annual shareholder engagement program, which remains an important resource as we review our governance practices, including our commitment and actions to fully de-classify the Board following the 2026 Annual Meeting of Shareholders.

Your Vote is Important to Us

We thank you for your continued support of Constellation and want to stress that your vote is very important to us. We encourage you to carefully read the attached proxy statement ahead of the Annual Meeting and ask that you support our voting recommendations.

Notice of Annual Meeting of Shareholders

To Shareholders of Constellation:

You are invited to participate in the 2025 Annual Meeting of Shareholders of Constellation. The Annual Meeting will take place in a virtual-only format. Shareholders may begin logging into the meeting on Tuesday, April 29, 2025 at 8:45 a.m. Eastern Time.

Virtual Meeting www.virtualshareholdermeeting. com/CEG2025. Tuesday, April 29, 2025 9:00 a.m., Eastern Time Record Date March 5, 2025

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2025: Our proxy statement and 2024 Annual Report are available free of charge on our website constellationenergy.com or at www.proxyvote.com.

AT THE MEETING: Shareholders as of March 5, 2025 (the “record date”) may attend the virtual Annual Meeting and vote by using the 16-digit control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials that you previously received. Any shareholder of record attending the Annual Meeting may vote during the meeting, at www. virtualshareholdermeeting.com/ CEG2025, even if they have voted over the Internet, by telephone or returned a completed proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a valid form issued in your name from that record holder.

BY ORDER OF THE BOARD OF DIRECTORS

Arden T. Phillips

Corporate Secretary

March 19, 2025

Information About the Annual Meeting

Throughout this proxy statement, “Constellation”, the “Company”, “we”, “our”, or “us” are intended to refer to Constellation Energy Corporation and its consolidated subsidiaries, unless specifically indicated otherwise. Constellation does not incorporate into this document the contents of any website, or the documents referred to in this proxy statement.

**Distribution of Proxy Materials:**This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of Constellation to be used at the Annual Meeting of Shareholders to be held on Tuesday, April 29, 2025 at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof. On or about March 19, 2025, this proxy statement, along with our annual report, are being mailed or made available to shareholders.

Attendance at the Annual Meeting:** **You are invited to attend the virtual Annual Meeting, and we request that you vote on the proposals described in this proxy statement as recommended by the Board of Directors. If you have received a printed copy of these materials by mail, you may complete, sign and return your proxy card, or submit your proxy vote by telephone or over the Internet. If you did not receive a printed copy of these materials by mail and are accessing them via the Internet, you may follow the instructions under the heading, “Questions and Answers About the Annual Meeting” of this proxy statement to submit your proxy vote via the Internet or by telephone. Also, other information about voting is provided under “Questions and Answers About the Annual Meeting.”

**Every Vote is Important:**Make your vote count. Please vote your shares promptly to ensure your representation and the presence of a quorum during the Annual Meeting. Vote your shares now via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form. If you only received a Notice of Internet Availability of Proxy Materials, you may request a paper proxy card to submit your vote by mail, if you prefer. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting online. If you are a beneficial owner of shares, your broker will not be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting, unless you have given your broker specific instructions to do so. We strongly encourage you to vote and greatly appreciate your prompt response.

Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option.

Asking Questions:** **The virtual meeting platform will provide shareholders with all the comparable rights as an in-person meeting.

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