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

December 1, 2009

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)		23-2990190
		10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398
000-16844		PECO ENERGY COMPANY (a Pennsylvania corporation)		23-0970240
		P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000

 

 

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))

 

 

 

---

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 December 1, 2009, PECO Energy Company’s (PECO) board of directors increased the number of directors to eight, creating a vacancy in Class II. The PECO board appointed Charisse R. Lillie, 57, to fill the vacancy, effective as of January 1, 2010. Ms. Lillie is not being appointed to any committees, and will receive the standard compensation PECO pays its outside directors, as disclosed in PECO’s most recent Annual Report on Form 10-K in Item 11. PECO is reviewing whether there are any disclosable related person transactions with respect to Ms. Lillie and, if there are any, will disclose them by filing an amendment to this report on Form 8-K.

A copy of the press release announcing Ms. Lillie’s appointment is attached as Exhibit 99.1.

Section 8 – Other Events

Item 8.01. Other Events.

Frank M. Clark, Chairman and CEO of Commonwealth Edison Company, a subsidiary of Exelon Corporation (Exelon), has established a structured, prearranged stock trading plan to sell shares of Exelon common stock in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.

Mr. Clark’s trading plan covers the sale of 5,000 shares of Exelon stock that he acquired more than six months ago through an Exelon incentive compensation plan and through the automatic reinvestment of dividends. These shares are expected to be sold between February 2010 and November 2010. The stock trading plan was established to enable Mr. Clark to diversify a portion of his holdings. The plan will allow him to do so in an orderly manner as part of his estate and tax planning activities.

Since February 2005 a number of Exelon’s senior officers have also entered into one or more similar pre-arranged stock trading plans to sell a limited number of shares of Exelon common stock in order to diversify their assets.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press release

* * * * *

This combined Form 8-K is being furnished separately by Exelon and PECO (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 includes 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 these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2008 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 18; (2) Exelon’s Third Quarter 2009 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 14; and (3) other factors discussed in filings with the Securities and Exchange Commission by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, 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.

 

December 7, 2009

---

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release

EXHIBIT 99.1

Contact:		Cathy Engel		FOR IMMEDIATE RELEASE
		PECO
		215-841-5555
		catherine.engel@peco-energy.com

 

PECO Appoints Comcast Vice President Charisse R. Lillie to Board of Directors

PHILADELPHIA (Dec. 7, 2009) – Charisse R. Lillie, vice president of community investment for Comcast Corporation and executive vice president of the Comcast Foundation, was appointed to PECO’s board of directors on Dec. 1, 2009.

“Charisse’s vast legal experience and community focus are sure to be an asset to the PECO board,” said John W. Rowe, chairman and CEO of Exelon, PECO’s parent company.

“Charisse’s unique combination of corporate, civic and governmental experience will bring a new perspective to the board as we continue to manage in a dynamic environment and work in the best interest of our employees, customers and shareholders,” said Denis O’Brien, president and CEO of PECO, and executive vice president of Exelon.

Lillie previously served as vice president of human resources for Comcast Corporation and senior vice president of human resources for Comcast Cable. She was a partner in the law firm of Ballard, Spahr, Andrews & Ingersoll, LLP from January 1992 to February 2005, where she served as chair of the litigation department and was a member of the employment and labor law group.

Her previous legal experience included positions as trial attorney, U.S. Department of Justice, Civil Rights Division; deputy director, Community Legal Services, Inc.; Villanova Law School professor; assistant United States Attorney for the Eastern District of Pennsylvania; general counsel to the Redevelopment Authority of the City of Philadelphia; and city solicitor for the City of Philadelphia.

Lillie serves on the boards of Howard University, The Franklin Institute Science Museum, the American Arbitration Association, the Penn Mutual Life Insurance Company, the United Way of Southeastern Pennsylvania, and the Pyramid Club. She also is a member of the advisory board of PNC Financial Services Group of Philadelphia/Southern New Jersey. She served as a trustee of Friends Select School from 1994 to 2002, and 2003 to 2006 – serving as president of the board of trustees for two years and elected to membership in their executive leadership council in 2008.

She has been a member of many civic commissions including the Independent Charter Commission, the Philadelphia Criminal Justice Task Force, the MOVE Commission, and the Philadelphia Election Reform Task Force. She previously served as chairman of the board of directors of the Federal Reserve Bank of Philadelphia and vice chairman of the executive committee of the conference of chairmen of the Federal Reserve System.

-MORE-

---

Lillie Appointment Release

A native of Houston, Texas, Lillie received a bachelor’s degree from Wesleyan University, a law degree from Temple University, and a master’s of law from Yale Law School. She was awarded an honorary Doctor of Law degree from Seton Hill University in 2005.

Her appointment to the PECO board of directors is effective Jan. 1, 2010.

###

Based in Philadelphia, PECO is an electric and natural gas utility subsidiary of Exelon Corporation (NYSE: EXC). PECO serves 1.6 million electric and 485,000 natural gas customers in southeastern Pennsylvania and employs about 2,400 people in the region. PECO delivered 83.7 billion cubic feet of natural gas and 39.4 billion kilowatt-hours of electricity in 2008. Founded in 1881, PECO is one of the Greater Philadelphia Region’s most active corporate citizens, providing leadership, volunteer and financial support to numerous arts and culture, education, environmental, economic development and community programs and organizations.

If you are a member of the media and would like to receive PECO news releases via e-mail please send your e-mail address to PECO.Communication@exeloncorp.com