8-KLeadership ChangesShareholder Matters

EXELON CORP 8-K Report, Executive Changes (Apr 6, 2012)

Filed April 6, 2012For Securities:EXC

Summary

This 8-K filing by Exelon Corporation, dated April 6, 2012, primarily reports on executive compensation decisions and the outcomes of its annual shareholder meeting held on April 2, 2012. The Compensation Committee and Board of Directors approved the 2012 compensation packages for CEO Christopher M. Crane and Executive Chairman Mayo A. Shattuck III, which include base salaries, incentive targets, performance share awards, and stock options. These decisions followed the merger with Constellation Energy Group, Inc. and reflect the established levels for these key executives. Additionally, the filing details the results of shareholder votes on several key matters. All nominated directors were re-elected with strong support, indicating shareholder confidence in the board's leadership. Shareholders also ratified PricewaterhouseCoopers LLP as the independent accountant for 2012. An advisory vote on the company's 2011 executive compensation saw a majority vote in favor, though with a notable percentage of against votes and abstentions, suggesting some shareholder concern or abstention regarding executive pay practices prior to the merger.

Key Highlights

  • 1CEO Christopher M. Crane and Executive Chairman Mayo A. Shattuck III received their approved 2012 compensation packages, including base salaries, incentive targets, performance shares, and stock options.
  • 2Mr. Crane's 2012 compensation includes a $1,150,000 base salary, 120% annual incentive target, 108,000 performance shares target, and 285,000 stock options.
  • 3Mr. Shattuck's 2012 compensation includes a $1,150,000 base salary, 120% annual incentive target, 92,000 performance shares target, and 247,000 stock options.
  • 4All 18 nominated directors were re-elected at the annual shareholder meeting on April 2, 2012, with substantial 'FOR' votes.
  • 5Shareholders overwhelmingly ratified PricewaterhouseCoopers LLP as Exelon's independent accountant for 2012.
  • 6An advisory vote on Exelon's 2011 executive compensation received majority support, but with a significant minority of 'AGAINST' votes (approximately 24.8%) and abstentions.

Frequently Asked Questions

For 2012, CEO Christopher M. Crane and Executive Chairman Mayo A. Shattuck III were approved for a base salary of $1,150,000 each. They also received targets for annual incentive plans (120%), performance share awards (108,000 for Crane, 92,000 for Shattuck), and grants of stock options (285,000 for Crane, 247,000 for Shattuck). These compensation packages were approved by the Compensation Committee and the independent directors.

Shareholders re-elected all 18 nominated directors with strong support. They also ratified PricewaterhouseCoopers LLP as the independent accountant for 2012 with a very high approval rate. An advisory vote on the company's 2011 executive compensation also passed, but it received a notable percentage of 'AGAINST' votes (nearly 25%).

This filing indicates that the compensation for CEO Christopher M. Crane and Executive Chairman Mayo A. Shattuck III was formally approved for 2012, with base salaries set at levels consistent with their prior arrangements, pending further board action. The stock option grants and incentive targets are also detailed, suggesting a defined compensation structure post-merger, though the specific year-over-year changes are not explicitly detailed here, only the approved 2012 compensation.

While the advisory vote on Exelon's 2011 executive compensation was in favor, the nearly 25% of votes cast against it, along with abstentions, suggests that a significant portion of shareholders may have had concerns or reservations about the executive pay practices in place for that year, potentially related to the recent merger or overall compensation levels.