Exelon : Proxy Statement (definitive)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant

☐ Filed by a Party other than the RegistrantCHECK THE APPROPRIATE BOX:

☐

Preliminary Proxy Statement

• ☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• ☑Definitive Proxy Statement

• ☐Definitive Additional Materials

• ☐Soliciting Material Under Rule 14a-12

Exelon Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Table of Contents

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS AND 2019 PROXY STATEMENT 1

PROXY STATEMENT SUMMARY 2

BOARD AND CORPORATE GOVERNANCE MATTERS 8

Proposal 1: ELECTION OF DIRECTORS 8

The Exelon Board of Directors 8

The Board's Role and Responsibilities 18

Board Structure 20

Board Processes and Policies 23

Directors' Compensation 25

AUDIT COMMITTEE MATTERS 27

Proposal 2: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS

EXELON'S INDEPENDENT AUDITOR FOR 2019 27

Pre-approval Policies 28

Auditor Fees 28

Report of the Audit Committee 28

EXECUTIVE COMPENSATION 29

Proposal 3: SAY-ON-PAY: ADVISORY VOTE ON EXECUTIVE COMPENSATION 29

COMPENSATION DISCUSSION & ANALYSIS 30

Business and Strategy Overview, Value Proposition and Performance Highlights 31

Executive Compensation Program Highlights 32

Compensation Philosophy and Objectives 34

Compensation Decisions and Rationale 37

Governance Features of Our Executive Compensation Programs 43

Report of the Compensation and Leadership Development Committee 45

EXECUTIVE COMPENSATION DATA 46

Summary Compensation Table 46

Grants of Plan-Based Awards 49

NEW IN THIS YEAR'S PROXY STATEMENT

How we measure performance against our PurposeBiographical information about two new independent directorsAn updated skills matrix

Outstanding Equity Awards at Year End 50

Option Exercises and Stock Vested 51

Pension Benefits 51

Deferred Compensation Programs 53

Potential Payments upon Termination or Change in Control 54

CEO Pay Ratio 59

STOCKHOLDER PROPOSAL 60

Proposal 4: SHAREHOLDER PROPOSAL FROM BURN MORE COAL 60

Board of Directors' Statement in Opposition to the Shareholder Proposal from Burn

More Coal 61

OWNERSHIP OF EXELON STOCK 62

Beneficial Ownership Table 62

Other Significant Owners of Exelon Stock 63

Section 16(a) Beneficial Ownership Reporting Compliance 63

ADDITIONAL INFORMATION 64

Shareholder Proposals 64

Director Nominations 64

Availability of Corporate Documents 65

FREQUENTLY ASKED QUESTIONS 66

APPENDIX 69

Definitions of Non-GAAP Measures 69

Performance Share Scorecards 70

Categorical Standards of Independence 71

Acronyms Used 73

2018 Exelon Recognition and Partnerships

Also see "Acronyms Used" on the inside back cover for a guide to the acronyms used throughout our proxy statement.

Cautionary Statements Regarding Forward-Looking Information

Back cover

page 5

page 6-7, 12 and 17

page 9

This proxy statement 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 (1) the items discussed in Exelon's 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 23 and (2) 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 proxy statement. 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 proxy statement.

Notice of the Annual Meeting of Shareholders and 2019 Proxy Statement

March 20, 2019

Logistics

When Tuesday, April 30, 2019, at 9:00 a.m. Eastern Time

Items of Business

Where

Hotel Du Pont located at 42 West 11 th Street, Wilmington, Delaware

Who Can Vote

Holders of Exelon common stock as of 5:00 p.m. Eastern Time on March 4, 2019 are entitled to receive notice of the annual meeting and vote at the meeting

• 1 Elect 13 Director nominees named in the proxy statement

• 2 Ratify appointment of PricewaterhouseCoopers LLP as Exelon's independent auditor for 2019

• 3 Say on pay: advisory vote on the compensation of named executive officers

4 Shareholder Proposal from Burn More Coal

Shareholders will also conduct any other business properly presented before the meeting.

Board RecommendationPage

FOR each Director nominee

► 8

FOR

FOR

► 27 ► 29

AGAINST

► 60

The Board of Directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies will vote such matters in the best interest of all shareholders. Your signed proxy card gives this authority to Thomas S. O'Neill and Carter C. Culver.

Advance Voting (before 11:59 p.m. Eastern Time on April 29, 2019)

Use the internet atwww.proxyvote.com 24 hours a day

Call toll-free 1-800-690-6903

Date of Mailing: On or about March 20, 2019, these proxy materials and our annual report are being mailed or made available to shareholders.

Shareholders of Record: As of March 4, 2019, there were 969,952,166 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.

Thomas S. O'Neill Senior Vice President,

General Counsel and Corporate Secretary

Mark, date, sign and mail your proxy card in the postage-paid envelope provided

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 30, 2019

The Notice of 2019 Annual Meeting, Proxy Statement, and 2018 Annual Report and the means to vote by Internet are available atwww.proxyvote.com .

www.exeloncorp.com

1

Proxy Statement Summary

This summary highlights selected information about the items to be voted on at the annual meeting of shareholders. This summary does not contain all of the information that you should consider in deciding how to vote. Please read the entire proxy statement before voting.

About Exelon: An Industry Leader

$23B

Being invested in utilities through 2022 for the benefit of our customers

Exelon is a

FORTUNE 100

company

$36B

Operating revenue in 2018

More than

32,000 MW

total power generation capacity

#1

zero-carbon energy producer in America

33,500

employeesCustomer load served

10M

Smart meters installedExelon's utilities serve

10M

electric and natural gas customers, the most in the U.S.

$51M

In 2018, Exelon gave more than $51 million to charitable and community causes

~2M

Exelon's Constellation business serves residential, public sector and business customers

Note: All numbers reflect year-end 2018

2

Exelon 2019 Proxy Statement

11,470

transmission line miles for utilities