DEF 14A 1 esc3973661-def14a.htm DEFINITIVE PROXY STATEMENT

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 Registrant

CHECK 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 §240.14a-12

Exelon Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of the Annual Meeting and
2022 Proxy Statement

Powering a Cleaner and Brighter Future for
Our Customers and Communities

Notice of the Annual Meeting of Shareholders and 2022 Proxy Statement		1
Letter from the Board of Directors to Our Shareholders		2
About Exelon		4
Proxy Voting Roadmap		16
Board and Corporate Governance Matters		17
Proposal 1	Election of Directors
Director Qualifications and Nomination		17
Director Nominees		21
Overview of Board’s Role		27
Oversight of Risk		29
Board Leadership		30
Board Dynamics		31
Board Committees		32
Board, Committee, and Individual Director Evaluations		34
Director Education		36
Governance Matters		36
Director Compensation		37
Audit and Risk Committee Matters		40
Proposal 2	Ratification of PwC as Exelon’s Independent Auditor for 2022

Report of the Audit and Risk Committee		43
Executive Compensation		44

Proposal 3	Say-on-Pay: Advisory Vote on Executive Compensation
	Say-on-Pay: Advisory Vote on Executive Compensation
Compensation Discussion & Analysis (CD&A)		45
Executive Compensation Program		45
Compensation Governance and Oversight		56
Compensation Committee Report		60
Preview of 2022 Executive Compensation and the Impacts of Separation		61
Executive Compensation Tables		63
CEO Pay Ratio		79
Shareholder Proposal		80
Proposal 4
Ownership of Exelon Stock

SEC Form DEF 14A filed by Exelon Corporation