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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
EXELON CORPORATION:
iCommon
Stock, without par value
iEXC
iThe Nasdaq Stock Market LLC
Indicate
by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i☐
If an emerging growth company, indicate by check mark if any of the
registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders (“Annual Meeting”) of Exelon Corporation was held on April 26, 2022. Shareholders of record as of March 1, 2022, were entitled to receive
notice and vote at the Annual Meeting.
At the Annual Meeting, the shareholders:
•Elected each of the 9 director nominees to the Board of Directors for a one-year term,
•Ratified the appointment of PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2022, and
•Approved, on an advisory basis, the compensation of the named executive officers as disclosed in Exelon’s 2022 Proxy Statement.
The fourth proposal as presented in Exelon’s 2022 Proxy Statement was a shareholder proposal requesting a report on the impact of Exelon’s plans involving electric vehicles and charging stations with regard to
child labor outside the United States and was not properly presented for a vote because the proponent failed to present the proposal at the Annual Meeting.
The following tables present the votes cast with respect to each item of business properly presented at the meeting:
1.Election of Directors
DIRECTOR
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTE
Anthony Anderson
758,233,019
34,489,778
1,611,949
73,079,656
Ann Berzin
774,454,348
18,315,336
1,565,062
73,079,656
Paul Bowers
783,302,909
9,441,755
1,590,082
73,079,656
Marjorie
Rodgers Cheshire
777,970,446
14,842,075
1,522,225
73,079,656
Christopher Crane
785,441,140
7,198,153
1,695,453
73,079,656
Carlos Gutierrez
780,423,691
12,203,266
1,707,789
73,079,656
Linda
Jojo
775,711,408
17,025,801
1,597,537
73,079,656
Paul Joskow
764,206,842
28,527,476
1,600,428
73,079,656
John Young
770,874,854
21,858,946
1,600,946
73,079,656
2.Ratification
of Independent Auditor
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
825,371,997
40,698,355
1,344,050
N/A
3.Advisory Vote to Approve Compensation of our
Named Executive Officers (Say-on-Pay)
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
743,096,284
47,624,707
3,613,755
73,079,656
Item 8.01. Other Events.
Following
the Annual Meeting, the independent members of the Board of Directors appointed John Young as the new independent Board Chair and appointed Linda Jojo as the new chair of the Compensation Committee.
(d) Exhibits.
Exhibit No.
Description
101
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
* * * * *
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
