Pennsylvania10 South Dearborn StreetP.O. Box 805379ChicagoIllinois60680-5379(800)483-32200001109357False00011093572020-04-282020-04-28

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

April 28, 2020

Date of Report (Date of earliest event reported)

Commission File Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-16169

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

EXELON CORPORATION:

Common Stock, without par value

EXC

The Nasdaq Stock Market LLC

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.
☐

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Section 5 – Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 28, 2020, Exelon Corporation 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. Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.

Director						FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
Anthony Anderson						711,598,059						21,834,767						2,663,080						87,411,780
Ann Berzin						729,357,241						4,231,522						2,507,143						87,411,780
Laurie Brlas						730,233,807						3,374,321						2,487,778						87,411,780
Christopher Crane						730,391,095						3,403,507						2,301,304						87,411,780
Yves de Balmann						716,840,500						16,512,828						2,742,578						87,411,780
Nicholas DeBenedictis						698,468,148						34,938,834						2,688,924						87,411,780
Linda Jojo						724,831,791						8,709,104						2,555,011						87,411,780
Paul Joskow						718,234,351						15,154,943						2,706,612						87,411,780
Robert Lawless						718,473,183						14,980,646						2,642,077						87,411,780
John Richardson						730,093,818						3,364,017						2,638,071						87,411,780
Mayo Shattuck III						661,368,493						68,070,807						6,656,606						87,411,780
John Young						719,038,508						14,417,539						2,639,859						87,411,780

2.Independent Auditor. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Exelon’s independent registered public accounting firm for 2020 was approved by a majority of the votes cast.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

784,357,534

37,325,348

1,824,804

N/A

3.Executive Compensation. The proposal to approve, on an advisory basis, Exelon’s named executive officer compensation was approved by a majority of the votes cast.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
682,268,709						49,683,470						4,143,727						87,411,780

4.Long-Term Incentive Plan. The proposal to approve Exelon’s 2020 Long-Term Incentive Plan was approved by a majority of the votes cast.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
689,145,278						43,082,198						3,868,430						87,411,780

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(d) Exhibits.

Exhibit No.						Description
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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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.

			EXELON CORPORATION
			/s/ Carter Culver
			Carter Culver
			Senior Vice President and Deputy General Counsel
			Exelon Corporation

May 1, 2020

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EXHIBIT INDEX

Exhibit No.						Description
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.