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.

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