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 September 24, 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 September 24, 2018, the board of directors of Exelon Corporation (“Exelon”) increased the size of the board to fourteen (14) and elected Ms. Laurie Brlas as a director, effective as of October 1, 2018 to serve until the 2019 annual meeting of shareholders. The Exelon board has not yet determined which committees Ms. Brlas will be appointed to serve on. Ms. Brlas 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 Second 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/ KATHERINE SMITH | |
Katherine Smith | |
Associate General Counsel and Assistant Secretary | |
Exelon Corporation | |
September 24, 2018
EXHIBIT INDEX
Exhibit No. | Description |
Contact: Paul Adams FOR IMMEDIATE RELEASE Exelon Corporate Communications 410-470-4167 paul.adams@constellation.com EXELON APPOINTS LAURIE BRLAS TO BOARD OF DIRECTORS Former chief financial officer at Newmont Mining Corporation brings extensive leadership and financial expertise to the board CHICAGO (Sept. 24, 2018) — Exelon today announced that its board of directors elected Laurie Brlas as a director. Brlas, 60, most recently served as executive vice president and chief financial officer of Newmont Mining Corporation, a leading gold and copper producer with operations in the U.S., Australia, Ghana, Peru and Suriname. “Laurie’s 16 years of experience as a chief financial officer at global, capital-intensive companies and her proven leadership skills will bring valuable knowledge and a diverse perspective to our board,” said Mayo Shattuck, chairman of Exelon. “Her strong command of the balance sheet and extensive governance experience will be tremendous assets to our company.” Prior to Newmont Mining, Brlas served in a succession of leadership positions at iron ore producer Cleveland-Cliffs Inc., most recently as executive vice president and president, Global Operations. Among other career honors, she was named 2011 CFO of the Year by Crain’s Cleveland Business, and was named one of the Fortune 500 Top 50 Female CFOs in 2015. She currently serves on the boards of Albemarle Corporation, a global chemical manufacturer, and Perrigo Company plc, an over-the-counter pharmaceutical and nutritional product manufacturer. She previously served as a director of Calpine Corporation, which operates a fleet of 80 power plants serving customers in 25 states, Canada and Mexico, and NOVA Chemical Corporation. Both companies were later acquired. A certified public accountant and certified management accountant, Brlas earned her bachelor’s degree in business administration from Youngstown State University. # # #
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 32,000 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