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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 25, 2017
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))

 
 
 
 
 
 
 
 
 
 
 






Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 25, 2017, Exelon 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.

Director
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
Anthony K. Anderson
 
668,425,599
 
10,177,192
 
2,813,505
 
100,072,316
Ann C. Berzin
 
672,415,725
 
6,339,389
 
2,661,182
 
100,072,316
Christopher M. Crane
 
672,423,375
 
6,341,984
 
2,650,937
 
100,072,316
Yves C. de Balmann
 
660,205,742
 
18,329,770
 
2,880,784
 
100,072,316
Nicholas DeBenedictis
 
661,930,346
 
16,662,131
 
2,823,819
 
100,072,316
Nancy L. Gioia
 
673,049,188
 
5,673,280
 
2,693,828
 
100,072,316
Linda P. Jojo
 
662,203,088
 
16,476,119
 
2,737,089
 
100,072,316
Paul L. Joskow
 
671,238,274
 
7,357,326
 
2,820,696
 
100,072,316
Robert J. Lawless
 
621,611,674
 
56,876,907
 
2,927,715
 
100,072,316
Richard W. Mies
 
670,370,042
 
8,243,410
 
2,802,844
 
100,072,316
John W. Rogers, Jr.
 
664,977,406
 
13,731,518
 
2,707,372
 
100,072,316
Mayo A. Shattuck III
 
658,667,899
 
19,984,188
 
2,764,209
 
100,072,316
Stephen D. Steinour
 
591,054,497
 
87,574,933
 
2,786,866
 
100,072,316

2.
Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for 2017.

FOR
 
AGAINST
 
ABSTAIN
767,449,135
 
11,636,352
 
2,403,125

3.
The advisory vote on Exelon’s 2016 executive compensation.

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
586,015,218
 
87,297,952
 
8,103,126
 
100,072,316

4.
The advisory vote on the frequency of the advisory vote on executive compensation
 ONE YEAR
 
TWO YEARS
 
THREE YEARS
 
ABSTAIN
597,343,237
 
3,465,042
 
76,681,487
 
3,926,530








Based on its recommendation to shareholders in favor of an annual vote and the vote of approximately 87.66% of Exelon’s shares in favor of an annual vote, the Exelon board of directors has decided to continue to hold the advisory vote on executive compensation annually until the next required vote on the frequency of shareholder votes on the compensation of executives.

* * * * *
 
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 Corporation include those factors discussed herein, as well as the items discussed in (1) Exelon Corporation’s 2016 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 24, Commitments and Contingencies; and (2) other factors discussed in filings with the SEC by Exelon Corporation. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. Exelon Corporation 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.





SIGNATURE


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/ Jonathan W. Thayer
 
Jonathan W. Thayer
 
Senior Executive Vice President and
 
Chief Financial Officer
 
Exelon Corporation

April 27, 2017