UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 20, 2016

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 (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800)-483-3220		23-2990190

 

 

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))

 

 

 

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Section 5 – Corporate Governance and Management

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On May 20, 2016 Exelon Corporation (Exelon) received the notice required by section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 with respect to a blackout period in connection with the transition of the plan record keeper for its 401(k) employee savings plan. On May 25, 2016 Exelon distributed the required notice of the blackout period to its directors and executive officers. A copy of the notice is attached as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Blackout Period Notice

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Cautionary Statements Regarding Forward-Looking Information

This 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 include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2015 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; (2) Pepco Holdings, Inc.’s 2015 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 16; (3) Exelon’s First Quarter 2016 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 18 and (4) other factors discussed in filings with the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. Exelon 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 report.

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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.

 

May 25, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Blackout Period Notice

Exhibit 99.1

Important Notice to Directors and Executive Officers of

Exelon Corporation

Concerning the Blackout Period under the

Exelon Employee Savings Plan

May 25, 2016

Exelon is changing plan record keepers for the Exelon Employee Savings Plan (ESP) from Hewitt Associates LLC to Northwest Plan Services, Inc. (NWPS), effective July 1, 2016. To ensure the accurate transition of records to NWPS, Exelon will suspend ESP account access and transactions temporarily during a “blackout period.” The “blackout period” is expected to begin on June 22, 2016 and end during the week of July 3, 2016. Exelon expects to complete the change by Wednesday, July 6, 2016 (but the transition may continue through the week of July 3, 2016). In connection with this change, participants and beneficiaries under the ESP will be temporarily unable to:

 

•

direct or diversify investments in their ESP accounts,

 

•

receive a distribution (or withdrawal) in the form of Exelon common stock, or

 

•

make other requests associated with the ESP.

This short-term period during which ESP participants and beneficiaries will be unable to exercise these rights will qualify as a “blackout period” under the Sarbanes-Oxley Act, and therefore will require Exelon to also prohibit Exelon’s directors and executive officers from trading in Exelon common stock during this period. Accordingly, during the “blackout period” you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of Exelon common stock to the extent such shares are, or were, acquired in connection with your service or employment as a director or executive officer of Exelon. For example, you will be prohibited from:

 

•

transferring your own ESP account into or out of shares of Exelon common stock,

 

•

buying or selling shares of Exelon common stock on the open market, and

 

•

exercising Exelon stock options.

During this period, you can determine whether the “blackout period” has started or ended by calling a myHR Benefits representative at 1-877-739-3566, Monday – Friday, 7 a.m. to 6 p.m. CDT/ 8 a.m. to 7 p.m. EDT.

(In addition, you are subject to Exelon’s securities trading policy that imposes certain other restrictions on your ability to enter into transactions with respect to Exelon common stock.)

If you engage in a transaction that violates these rules, you may be required to disgorge any profits realized from such transaction and you will be subject to civil and criminal penalties. Accordingly, you must refrain from making any trades in Exelon common stock during the blackout period.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact the Company’s Office of Corporate Governance at 10 S. Dearborn St., 49th floor, Chicago, Illinois 60603, or call Scott Peters at 312-394-7252 or Brian Buck at 202-872-3364.