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 July 4, 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 the registrant is an emerging growth company 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 the registrant has 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 July 4, 2018, the board of directors of Exelon Corporation (“Exelon”) elected Mr. John F. Young as a director, effective as of July 9, 2018 until the 2019 annual meeting of shareholders. Mr. Young was appointed to serve on the Finance and Risk Committee and the Generation Oversight Committee of the board of directors. Mr. Young will receive Exelon’s standard compensation for its directors as disclosed in its proxy statement.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description |
* * * * *
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 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. 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.
SIGNATURES
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.
EXELON CORPORATION | |
/s/ Carter Culver | |
Carter Culver | |
Senior Vice President, Deputy General Counsel and Assistant Secretary | |
Exelon Corporation | |
July 10, 2018
EXHIBIT INDEX
Exhibit No. | Description |
Contact: Robin Gray FOR IMMEDIATE RELEASE Corporate Communications 202-637-0317 robin.levy@exeloncorp.com EXELON APPOINTS JOHN F. YOUNG TO BOARD OF DIRECTORS Former President and CEO of Energy Future Holdings brings broad leadership and industry expertise to the board CHICAGO (July 9, 2018) — Exelon announced today that its board of directors elected John F. Young as a director. Young, 61, served as president and chief executive officer of Energy Future Holdings Corp. from 2008 to 2016. Energy Future Holdings was a Dallas- based energy company with a portfolio of competitive generation and regulated utility businesses. “John brings tremendous leadership qualities, operational expertise and industry knowledge and perspective to our board,” said Mayo Shattuck, chairman of Exelon. “His deep financial experience in our industry will also be a valuable asset for our company and the board.” Prior to Energy Future Holdings, Young served in several executive positions at Exelon from 2003 to 2008, including president of Exelon Generation and then executive vice president and chief financial officer of Exelon. Prior to Exelon, he served in executive positions at Southern Company, including executive vice president of Generation, and Sierra Pacific Resources, where he was senior vice president of operations. Young will serve on Exelon’s Finance and Risk and Generation Oversight Committees. Young currently serves on the board of USAA, a large diversified financial services and insurance company, where he is on the risk committee and the member and technology committee. He previously served on the board and audit committee of CSRA, Inc., which provided IT services to public sector agencies until its sale to General Dynamics earlier 1
this year. He earned a bachelor’s degree in mechanical engineering from the United States Naval Academy. # # # About Exelon Corporation Exelon Corporation (NYSE: EXC) is a Fortune 100 energy company with the largest number of utility customers in the U.S. Exelon does business in 48 states, the District of Columbia and Canada and had 2017 revenue of $33.5 billion. Exelon’s six utilities deliver electricity and natural gas to approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Atlantic City Electric, BGE, ComEd, Delmarva Power, PECO and Pepco subsidiaries. Exelon is one of the largest competitive U.S. power generators, with more than 32,700 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 2 million residential, public sector and business customers, including more than two- thirds of the Fortune 100. Follow Exelon on Twitter @Exelon. 2