8-KCorporate ChangesExhibits & Filings

EXELON CORP 8-K Report, Bylaw Amendment (Dec 11, 2006)

Filed December 11, 2006For Securities:EXC

Summary

This 8-K filing from Exelon Corp. (EXC) on December 11, 2006, details significant changes to its corporate governance practices. The company's Board of Directors has adopted a majority voting standard for uncontested director elections, a move away from the traditional plurality standard. This amendment aims to enhance shareholder rights and align Exelon with a growing trend among publicly traded companies seeking to address shareholder concerns regarding director accountability. Under the new majority voting standard, directors in uncontested elections must receive more 'for' votes than 'against' votes. If a director nominee fails to achieve this majority, they must submit a resignation. For incumbent directors, the Board will decide whether to accept the resignation, while non-incumbent nominees' resignations would be automatically accepted if they fall short of a majority. This change reflects Exelon's commitment to reviewing and improving its corporate governance, with further details available on their website.

Key Highlights

  • 1Exelon has adopted a majority voting standard for uncontested director elections, replacing the previous plurality standard.
  • 2This change enhances director accountability to shareholders.
  • 3In uncontested elections, directors must receive a majority of votes cast for or against them to be elected.
  • 4Director nominees failing to achieve a majority vote must submit a resignation.
  • 5The Board of Directors will review and decide on the acceptance of resignations from incumbent directors who fail to receive a majority vote.
  • 6Non-incumbent director nominees who fail to receive a majority vote will have their resignations automatically accepted.
  • 7This amendment is part of Exelon's ongoing review of corporate governance best practices.

Frequently Asked Questions

Exelon has amended its bylaws to implement a majority voting standard for uncontested director elections. Previously, a plurality standard was used, meaning a candidate could win with fewer 'for' votes than 'against' votes if multiple candidates were running. Now, directors in uncontested elections need a majority of the votes cast to be elected.

If a director nominee fails to receive a majority of the votes cast in an uncontested election, they are required to submit their resignation. For incumbent directors, the Board will review and decide whether to accept the resignation. For non-incumbent directors, the resignation will be automatically accepted.

No, the majority voting standard applies only to uncontested elections. In the event of a contested election where there is more than one candidate for a director's position, the election of directors will continue to be determined by a plurality vote standard.

Exelon implemented this change to enhance its corporate governance practices and address concerns raised by shareholders at other companies regarding the plurality voting standard. It signifies Exelon's commitment to aligning with shareholder interests and improving director accountability.