Document


 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 
 
 
 
 
 
 
 
 
FORM 8-K 
 
 
 
 
 
 
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 1, 2018
Date of Report (Date of earliest event reported)


 
 
 
 
 
 
 
 
 
 
Commission
File Number
 
Exact Name of Registrant as Specified in Its Charter; State of Incorporation;
Address of Principal Executive Offices; and
Telephone Number
 
IRS Employer 
Identification 
Number
 
1-16169
 
EXELON CORPORATION
 
 
23-2990190
 
 
 
(a Pennsylvania corporation)
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
(800) 483-3220

 
 
 
 
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
☐
 

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 5.07. Submission of Matters to a Vote of Security Holders.
On May 1, 2018, Exelon held its annual meeting of shareholders. The following tables present the final results of voting on each of the matters submitted to a vote of security holders during Exelon’s annual meeting of shareholders:
1.
Election of Directors.

Director
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
Anthony K. Anderson
 
701,807,663
 
7,471,010
 
2,764,700
 
102,530,737
Ann C. Berzin
 
703,683,293
 
5,599,670
 
2,760,410
 
102,530,737
Christopher M. Crane
 
702,080,039
 
7,267,361
 
2,695,973
 
102,530,737
Yves C. de Balmann
 
697,832,916
 
11,245,852
 
2,964,605
 
102,530,737
Nicholas DeBenedictis
 
681,624,443
 
27,604,675
 
2,814,255
 
102,530,737
Linda P. Jojo
 
701,884,771
 
7,376,765
 
2,781,837
 
102,530,737
Paul L. Joskow
 
698,356,931
 
10,793,776
 
2,892,666
 
102,530,737
Robert J. Lawless
 
699,180,171
 
10,031,617
 
2,831,585
 
102,530,737
Richard W. Mies
 
702,970,497
 
6,227,964
 
2,844,912
 
102,530,737
John W. Rogers, Jr.
 
682,994,700
 
26,228,356
 
2,820,317
 
102,530,737
Mayo A. Shattuck III
 
692,629,779
 
16,568,409
 
2,845,185
 
102,530,737
Stephen D. Steinour
 
582,106,815
 
127,109,228
 
2,827,330
 
102,530,737
2.
Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for 2018.
FOR
 
AGAINST
 
ABSTAIN
798,646,790
 
13,389,113
 
2,538,207

3.
 The advisory vote on Exelon’s 2017 executive compensation.
 FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
661,433,886
 
45,858,818
 
4,750,669
 
102,530,737
 

* * * * *
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. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as the items discussed in (1) Exelon's 2017 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 23, Commitments and Contingencies; (2) Exelon's First Quarter 2018 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 17, Commitments and Contingencies; and (3) Other factors discussed in filings with the SEC by Exelon Corporation. Readers are cautioned not to place undue reliance




on these forward-looking statements, which apply only as of the date of this Current Report. Exelon Corporation does not undertake 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.
 
EXELON CORPORATION
 
 
 
/s/ Jonathan W. Thayer
 
Jonathan W. Thayer
 
Senior Executive Vice President and Chief Financial Officer
 
Exelon Corporation
May 3, 2018