8-KOther Events

EXELON CORP 8-K Report, Corporate Update (Sep 1, 2006)

Filed September 1, 2006For Securities:EXC

Summary

This 8-K filing from Exelon Corporation, dated September 1, 2006, announces a new prearranged stock trading plan established by John W. Rowe, Chairman, President, and CEO. This third 10b5-1 plan covers the exercise of 750,000 vested stock options granted in 2002 and 2003, with exercises expected to occur over a one-year period starting in May 2007. Following the exercise, Mr. Rowe plans to retain one quarter of the remaining shares after covering costs and taxes, with the majority of the net cash proceeds from the sale of the other three-quarters intended for charitable contributions, continuing a practice from his previous plan. The purpose of this plan is to allow Mr. Rowe to diversify a portion of his holdings beyond his stock ownership requirement and to manage the aging of his stock options in an orderly manner, aligning with his estate and tax planning. Despite these planned sales, the filing emphasizes that Mr. Rowe's stock ownership, including existing shares, performance shares, and deferred share equivalents, significantly exceeds his required ownership multiple, and will continue to increase post-plan. Furthermore, ten other senior officers have also implemented similar 10b5-1 plans to diversify assets, all of whom maintain stock ownership above their respective guidelines.

Key Highlights

  • 1CEO John W. Rowe establishes a new 10b5-1 stock trading plan to exercise 750,000 vested stock options.
  • 2The plan covers options granted in 2002 and 2003, with exercises anticipated from May 2007 over one year.
  • 3Proceeds from option exercises will cover costs and taxes, with Mr. Rowe retaining 25% of remaining shares and contributing a substantial portion of the rest to charity.
  • 4The plan aims to diversify executive holdings and manage aging stock options, aligning with estate and tax planning.
  • 5CEO Rowe's stock ownership significantly exceeds the company's guidelines, even after planned option exercises and sales.
  • 6Ten other Exelon senior officers have similar 10b5-1 plans, ensuring their stock ownership remains above required levels.

Frequently Asked Questions

The primary purpose of the new 10b5-1 trading plan is to allow CEO John W. Rowe to exercise vested stock options, diversify a portion of his Exelon holdings beyond his required ownership level, and manage the aging of these options in an orderly fashion for estate and tax planning purposes. A significant portion of the net proceeds from the sale of shares will also be contributed to charities.

The new plan covers the exercise of 750,000 vested stock options. The exercises are expected to take place over a one-year period beginning in May 2007.

No, Mr. Rowe's stock ownership is expected to remain strong. After exercising options, paying exercise costs, taxes, and fees, he will retain 25% of the remaining shares. The filing also states that he currently holds significant amounts of stock and stock equivalents well above his ownership requirement, and his ownership will continue to grow.

Yes, since February 2005, ten other senior officers at Exelon have entered into similar pre-arranged stock trading plans to diversify their assets. Each of these officers held stock and stock equivalents above their respective ownership guidelines before these plans and will continue to meet those guidelines after the contemplated sales.