Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2019, Exelon Corporation ("Exelon") filed a Current Report on
Form 8-K to report the appointment of Calvin G. Butler to the position of
Interim Chief Executive Officer, Exelon Utilities.
Effective December 2, 2019, Mr. Butler was appointed Senior Executive Vice
President, Exelon and Chief Executive Officer, Exelon Utilities. Mr. Butler's
compensation will include an annual base salary of $700,000, an annual incentive
program target opportunity representing 90% of base salary, and a long-term
incentive program target valued at 310% of base salary. Consistent with Exelon's
Long-Term Incentive Plan, long-term incentives awards ("LTI") include
performance share awards (accounting for 67% of total LTI value) and restricted
stock units (accounting for 33% of total LTI value). Payouts on both the annual
incentive program and the performance share awards will be based on the
achievement of pre-established performance targets. Additionally, in connection
with his promotion, Mr. Butler will receive an award of 28,468 restricted stock
units ("RSUs"), with such RSUs to cliff vest on December 2, 2024. Mr. Butler
will be eligible for benefits similar to those of other Exelon executives,
including, without limitation, participation in Exelon's health, welfare,
retirement, relocation, and severance plans.
Mr. Butler, age 50, previously served as Chief Executive Officer of Baltimore
Gas and Electric Company ("BGE"), a subsidiary of Exelon, since 2014 and as
Senior Vice President, Regulatory and External Affairs for BGE since 2013.
Effective December 2, 2019, Mr. Butler was also appointed as a director of
Commonwealth Edison Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 Press Release
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document.
* * * * *
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 the Companies include
those factors discussed herein, as well as the items discussed in (1) the
Companies' 2018 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
22, Commitments and Contingencies; (2) the Companies' Third Quarter 2019
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 16, Commitments and
Contingencies; and (3) other factors discussed in filings with the SEC by the
Companies. Readers are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this report.
Neither of the Companies undertakes any obligation to publicly release any
revision to its forward-looking statements to reflect events or circumstances
after the date of this report.
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