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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
CONSTELLATION
ENERGY CORPORATION:
iCommon Stock, without par value
iCEG
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. ☐
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January
6, 2022, the board of directors of Exelon Corporation (“Exelon”) accepted the resignations of Yves de Balmann, Laurie Brlas, Robert Lawless and John Richardson from the board of directors, to be effective as of the completion of the previously announced separation of the competitive power generation and customer-facing retail energy businesses currently conducted by Exelon Generation Company, LLC (“Generation”) from Exelon’s utilities businesses. Upon the completion of the separation, Ms. Brlas and Messrs. de Balmann, Lawless and Richardson will join the board of Constellation Energy Corporation (“Constellation”) and Generation will become a wholly owned subsidiary of Constellation.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On
January 7, 2022, Exelon announced the individuals that are expected to serve on the board of directors of Constellation upon completion of the Separation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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.
* * * * *
This combined Current Report on Form 8-K is being furnished separately by Exelon Corporation, Constellation Energy Corporation, and Exelon Generation Company, LLC (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation
as to information relating to any other Registrant.
This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties, including, among others, those related to the timing, manner, tax-free nature and expected benefits associated with the potential separation of Exelon’s competitive power generation, and customer-facing energy business from its six regulated electric and gas utilities. Words such as “could,”“may,”“expects,”“anticipates,”“will,”“targets,”“goals,”“projects,”“intends,”“plans,”“believes,”“seeks,”“estimates,”“predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and
operational, economic, and financial performance, are intended to identify such forward-looking statements.
The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein as well as the items discussed in (1) Exelon’s and Generation's 2020 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) Exelon's and Generation’s Third Quarter 2021 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 15, Commitments
and Contingencies; (3) Risk Factors in Constellation's Form 10 Registration Statement; and (4) other factors discussed in filings with the Securities and Exchange Commission by the Registrants.
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this Current Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
