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

Table of Contents

Powering a Cleaner and Brighter Future
for Our Customers and Communities

Notice of the Annual Meeting and
2023 Proxy Statement

Table of Contents

Table of Contents

Notice of the Annual Meeting of Shareholders and 2023 Proxy Statement		1
Letter from the Board of Directors to Our Shareholders		2
About Exelon		4
ESG Highlights		6
Proxy Voting Roadmap		16
Board and Corporate Governance Matters		17

Proposal 1	Election of Directors
Director Qualifications and Nomination		17
Board Matrix		18
Director Nominees		21
Overview of Board’s Role		27
Oversight of Risk		27
Board Dynamics		31
Board Committees		32
Board, Committee, and Individual Director Evaluations		34
Director Orientation and Education		36
Governance Matters		36
Director Compensation		37
Audit and Risk Committee Matters		39

Proposal 2	Ratification of PwC as Exelon’s Independent Auditor for 2023
Evaluation of the Independent Auditor		39
Critical Audit Matters		41
Independent Auditor Fees		41
Report of the Audit and Risk Committee		42
Executive Compensation		43

Proposal 3	Say-on-Pay: Advisory Vote on Executive Compensation
Compensation Discussion & Analysis (CD&A)		44
Compensation Governance and Oversight		55
Compensation Committee Report		59
Preview of 2023 Executive Compensation		60
Executive Compensation Tables		61
CEO Pay Ratio		75
Pay for Performance		75
Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation		80

Proposal 4	Say-on-Frequency: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
Ownership of Exelon Stock		81
Other Significant Owners of Exelon Stock		82
Additional Information		83
Frequently Asked Questions		85
Appendix		88
A - Definitions of Non-GAAP Measures		88
B - Categorical Standards of Independence		89
C - Key Terms & Acronyms		90

Vote Recommendations

Cautionary Statements Regarding Forward-Looking Information

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 Registrants’ 2022 Annual Report on Form 10-K filed with the SEC on February 14, 2023 in (a) Part I, ITEM 1A. Risk Factors; (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 8. Financial Statements: Note 18, Commitments and Contingencies; and (2) 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 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.

Non-GAAP financial measures discussed in this Proxy Statement are identified by the phrase “non-GAAP” and/or an asterisk (*).
Reconciliations of these non-GAAP measures to the most comparable GAAP measures are provided in Appendix A.

Table of Contents

Notice of the Annual Meeting of Shareholders and 2023 Proxy Statement

March 15, 2023

To the shareholders of Exelon Corporation:

Our annual meeting of shareholders will be held on Tuesday, April 25, 2023, at 9:00 a.m. ET. Shareholders may attend the virtual Annual Meeting by logging on to: www.virtualshareholdermeeting.com/EXC2023. Shareholders may begin logging in to the meeting at 8:45 a.m. ET and will need the 16-digit control number found on your proxy card or voting instruction form to attend the virtual meeting.

Logistics

DATE & TIME

Tuesday, April 25, 2023
9:00 a.m. ET

Shareholders may begin logging in to the meeting at 8:45 a.m. ET.

ATTEND THE ANNUAL MEETING

Shareholders may attend the virtual Annual Meeting by logging on to: www. virtualshareholdermeeting.com/ EXC2023.

Shareholders will conduct any other business properly presented before the meeting. 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 the designated proxy holders: Gayle Littleton and Carter Culver.

RECORD DATE

Shareholders as of 5:00 p.m. ET on March 1, 2023 are entitled to receive notice of and vote at the annual meeting.

EVERY VOTE IS IMPORTANT.

Please act as soon as possible to vote your shares, even if you plan to participate in the annual meeting online. If you are a beneficial shareholder, your broker will not be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting unless you have given your broker specific instructions to do so. We strongly encourage you to vote and greatly appreciate your prompt response.

Items of Business

1	Election of Directors	FOR each Director Nominee
2	Ratify appointment of PricewaterhouseCoopers LLP as independent auditor for 2023	FOR
3	Advisory vote on Executive Compensation	FOR

SEC Form DEF 14A filed by Exelon Corporation