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 5, 2006
Date of Report (Date of earliest event reported)
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Exact Name of Registrant as Specified in Its Charter; State of Incorporation; |
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IRS Employer |
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Address of Principal Executive Offices; and Telephone Number |
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Identification Number |
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1-16169
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EXELON CORPORATION
(a Pennsylvania corporation)
10 South Dearborn Street — 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
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23-2990190 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 5, 2006, Exelon’s Board of Directors, upon recommendation of its Corporate
Governance Committee, took action to enhance its corporate governance practices by amending
Exelon’s bylaws to implement a majority voting standard for future uncontested elections of
directors, instead of the plurality standard that Exelon and other U.S. corporations have
historically used. By this action, Exelon joins a growing number of companies that are
proactively addressing concerns by shareholders at other companies about the plurality voting standard. The majority voting standard
adopted by Exelon requires directors in uncontested elections to be elected by a majority of the
total votes cast for or against the director nominee and not just a plurality of the votes cast.
In the event of a contested election where there is more than one candidate for a director’s
position, the election of directors will continue to be determined by a plurality vote standard.
Under the new standard, in an uncontested election, each director nominee must submit a resignation
conditioned on not receiving the requisite “majority” of the total number of votes cast either for
or against the nominee at a shareholder meeting. The resignation of a director nominee who is not
an incumbent director would be automatically accepted if the nominee received less than a majority
of the votes cast. If an incumbent director receives less than a majority of the votes cast, the
independent members of the Board will decide whether to accept the incumbent director’s
resignation. The Board’s decision and the basis for that decision will be disclosed within 90 days
following the date of the certification of the final election results.
This action is part of Exelon’s ongoing review of corporate governance best practices. Exelon’s
Corporate Governance Principles, bylaws and other corporate governance information can be viewed on
Exelon’s website at http://www.exeloncorp.com, select the “Corporate Governance” page on the
Investor Relations tab.
The description of the amendments to Sections 4.02 and 4.03 of Exelon’s Bylaws is qualified in its
entirety by reference to the full text of the amended bylaws, a copy of which is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
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This combined Form 8-K is being furnished separately by Exelon. 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 Corporation’s 2005 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: Exelon-Note 20, ComEd-Note 17, PECO-Note 15 and Generation-Note 17; (2) Exelon
Corporation’s Third Quarter 2006 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 13;
and (3) other factors discussed in filings with the SEC 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.