8-KLeadership ChangesCorporate ChangesOther Events

EXELON CORP 8-K Report, Executive Changes (May 14, 2007)

Filed May 14, 2007For Securities:EXC

Summary

This 8-K filing from Exelon Corporation reports on key events from their annual shareholder meeting held on May 8, 2007. The meeting saw the retirement of three directors and the election of two new Class I and Class III directors, Don Thompson and Stephen D. Steinour, respectively. A significant governance update includes the amendment of Exelon's corporate governance principles to allow for the recoupment of incentive compensation from executive officers in cases of fraud or intentional misconduct leading to a restatement of financial results. Additionally, shareholders approved amendments to the articles of incorporation and bylaws for the annual election of directors starting in 2008. The appointment of PricewaterhouseCoopers LLC as the independent auditor was also ratified with overwhelming support.

Key Highlights

  • 1Edgar D. Jannotta, Richard L. Thomas, and Ronald Rubin retired from the Exelon Board of Directors.
  • 2Don Thompson was elected as a Class I director and Stephen D. Steinour was elected as a Class III director.
  • 3Exelon amended its corporate governance principles to enable recoupment of incentive compensation in cases of executive fraud or intentional misconduct causing financial restatements.
  • 4Shareholders approved amendments to the articles of incorporation for the annual election of all directors, effective 2008.
  • 5PricewaterhouseCoopers LLC was ratified as Exelon's independent accountant for 2007 with over 98% of shareholder votes.
  • 6A shareholder proposal regarding executive severance benefits was not approved, receiving only 35.2% of the votes cast.

Frequently Asked Questions

Edgar D. Jannotta retired from the board due to his term expiring, and Richard L. Thomas and Ronald Rubin retired in accordance with the company's retirement policy. Don Thompson and Stephen D. Steinour were elected as new directors.

Exelon's Board of Directors approved an amendment to its corporate governance principles allowing the company to seek recoupment of incentive compensation paid to executive officers if fraud or intentional misconduct leads to a restatement of financial results. The Board has discretion in determining if the conditions are met and if recoupment is in the best interest of Exelon and its shareholders.

Shareholders approved amendments to the articles of incorporation and bylaws that will allow for the annual election of all directors beginning in 2008.

The shareholder proposal requiring shareholder approval of future executive severance benefits was not approved, receiving approximately 35.2% of the votes cast.