8-KOther Events

EXELON CORP 8-K Report, Corporate Update (Jun 3, 2009)

Filed June 3, 2009For Securities:EXC

Summary

This 8-K filing by Exelon Corporation reports on the establishment of prearranged stock trading plans by two executive officers: Denis P. O’Brien, Executive Vice President and President and CEO of PECO Energy Company, and Ian P. McLean, Executive Vice President, Finance and Markets. These plans, established under Rule 10b5-1, allow these executives to exercise vested stock options and sell the acquired shares in an orderly manner. The primary drivers for these plans are to diversify holdings, exercise options before their expiration in 2010, and facilitate estate and tax planning. Importantly for investors, the filing clarifies that both Mr. O’Brien and Mr. McLean already hold significant amounts of Exelon stock and stock equivalents well above the company's stock ownership guidelines, and will continue to do so after these planned transactions. This indicates a continued commitment to the company from its leadership, even as they diversify a portion of their equity compensation.

Key Highlights

  • 1Two Exelon executives, Denis P. O’Brien and Ian P. McLean, have established structured stock trading plans.
  • 2The plans are designed for the exercise of vested stock options and the subsequent sale of shares, according to Rule 10b5-1.
  • 3Options to be exercised and sold were granted in 2000 and expire in 2010.
  • 4Mr. O'Brien's plan covers 17,000 shares, to be exercised between November 2009 and May 2010.
  • 5Mr. McLean's plan covers 56,000 shares, to be exercised between August 2009 and August 2010.
  • 6The purpose of these plans is to diversify holdings, exercise options before expiration, and for estate/tax planning.
  • 7Both executives exceed Exelon's stock ownership guidelines and will continue to do so after the planned transactions.

Frequently Asked Questions

Denis P. O’Brien and Ian P. McLean are establishing these plans to exercise stock options that expire in 2010 and to diversify a portion of their holdings. These plans also facilitate estate and tax planning by allowing for an orderly sale of shares.

No, the filing indicates that both Mr. O’Brien and Mr. McLean already hold stock and stock equivalents far exceeding Exelon's ownership guidelines for their positions. The planned transactions are for a limited number of shares, and they will continue to meet and exceed these guidelines afterward.

Rule 10b5-1 of the Securities Exchange Act of 1934 provides an affirmative defense against insider trading allegations. It allows individuals to buy or sell company stock through a prearranged trading plan, provided the plan is established when the individual is not in possession of material non-public information.

Mr. O’Brien's plan involves exercising vested stock options for 17,000 shares granted in 2000, which expire in 2010. Mr. McLean's plan involves exercising vested stock options for 56,000 shares also granted in 2000 and expiring in 2010.