Form 8-K - Current report

Pennsylvania10 South Dearborn StreetP.O. Box 805379ChicagoIllinois60680-5379(800)483-3220☐0001109357False00011093572024-12-022024-12-02

			UNITED STATES SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
			FORM			8-K
			CURRENT REPORT
			Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			December 2, 2024
			Date of Report (Date of earliest event reported)

Commission File Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-16169

EXELON CORPORATION

23-2990190

(a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 [phone]

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:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

EXELON CORPORATION:

Common Stock, without par value

EXC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2024, Exelon Corporation (“Exelon”) announced that Gayle Littleton will cease serving as Exelon’s Executive Vice President, Chief Legal Officer and Corporate Secretary effective January 1, 2025. Ms. Littleton will serve as Senior Advisor to the Exelon Chief Executive Officer from January 1, 2025 until her departure from Exelon on March 31, 2025, at which time she will separate and receive benefits pursuant to the previously disclosed terms of Exelon’s Senior Management Severance Plan applicable to a termination of employment other than for “cause.”

Effective January 1, 2025, Colette Honorable, currently Exelon’s Executive Vice President, Public Policy and Chief External Affairs Officer, will assume responsibility for the legal department in an expanded role and be named Chief Legal Officer and Corporate Secretary. Ms. Honorable will continue to lead federal policy, regulatory affairs and corporate giving for Exelon.

Item 7.01. Regulation FD Disclosure.

On December 3, 2024, Exelon issued a press release announcing the consolidation of the executive leadership team. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.

Exhibit No.						Description
99.1						Press Release dated December 3, 2024
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EXELON CORPORATION
			/s/ Jeanne M. Jones
			Jeanne M. Jones
			Executive Vice President and Chief Financial Officer

December 3, 2024

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EXHIBIT INDEX

Exhibit No.						Description
99.1						Press Release dated December 3, 2024
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Contact: James Gherardi Corporate Communications 312-394-7417 Media Hotline [e-mail] FOR IMMEDIATE RELEASE Exelon Corporation Announces Chief Legal Officer and Corporate Secretary Appointment Gayle Littleton, Executive Vice President, Chief Legal Officer and Corporate Secretary to Depart Exelon; Executive Vice President Colette D. Honorable to be Named Chief Legal Officer and Corporate Secretary CHICAGO, Dec. 3, 2024 – Exelon Corp. (Nasdaq: EXC) announced today that it is consolidating the executive leadership team, with Gayle Littleton stepping down as Executive Vice President, Chief Legal Officer and Corporate Secretary, effective Jan. 1, and assuming the role of Special Advisor to the CEO until March 31. Colette Honorable will assume responsibility for the Legal Department in an expanded role and will be named Chief Legal Officer and Corporate Secretary. Honorable, currently Executive Vice President, Public Policy and Chief External Affairs Officer, will continue leading federal policy, regulatory affairs, and corporate giving for Exelon. Littleton joined Exelon in 2020 and led the transactional work and regulatory approvals required for the 2022 historic separation of Exelon’s generation and retail power business from its utility business, and she was responsible for the company’s response to ComEd’s deferred prosecution agreement with the U.S. Department of Justice, successfully resolving related government investigations and significant litigation. She also has led Exelon’s litigation at the Federal Energy Regulatory Commission on the regulatory treatment of data centers that co-locate at generating stations. “Gayle Littleton’s leadership and achievements, development of the Legal Department, and dedication to the company have positioned Exelon for the future, and I thank her for playing a vital role in the company we are today,” said Exelon President and CEO Calvin Butler. “Colette Honorable’s expanded role leading Exelon’s legal and federal policy efforts will advance our critical work with stakeholders, advocating for our customers and communities in every jurisdiction we serve.”     Since joining Exelon in 2023, Honorable has led Exelon’s work in policy and regulatory affairs, expanding advocacy efforts with policy makers, community leaders and partners. Before joining Exelon in September 2023, Honorable was a partner and member of the Executive Committee at global law firm Reed Smith LLP. As leader of the firm’s energy regulatory group, she provided strategic counsel to Fortune 500 energy companies, investor-owned utilities, renewable energy, and technology companies on a range of areas, from mitigating the impacts of climate change to environmental justice and inclusion strategies.

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Honorable served as a FERC Commissioner from January 2015 through June 2017, and she is a past president and chairman of the board of the National Association of Regulatory Utility Commissioners (NARUC). Honorable served as Commissioner and Chairman of the Arkansas Public Service Commission from 2006 to 2014 and previously held several legal and executive roles in state government including civil litigation, consumer protection, workforce and legal services roles. Honorable is active in several industry organizations, including The Economic Club of Washington, DC, the Executive Leadership Council, the American Association of Blacks in Energy, the Energy Bar Association, the Women's Council on Energy and the Environment and the Women's Energy Resource Council. She serves on the National Academies’ Board of Energy and Environmental Systems and is an Ambassador for the Clean Energy Education & Empowerment Initiative. She is also vice chair of the Energy Regulators Regional Association’s Strategic Advisory Board, an inaugural member of the William Jefferson Clinton School of Public Service Advisory Board, a senior fellow at the Bipartisan Policy Center and a global advisory board member with the Energy Futures Initiative. Honorable is a life member of Alpha Kappa Alpha Sorority, Incorporated. # # # Exelon (Nasdaq: EXC) is a Fortune 200 company and the nation’s largest utility company, serving more than 10.5 million customers through six fully regulated transmission and distribution utilities — Atlantic City Electric, BGE, ComEd, Delmarva Power, PECO, and Pepco. Exelon’s 20,000 employees dedicate their time and expertise to supporting our communities through reliable, affordable and efficient energy delivery, workforce development, equity, economic development and volunteerism. Follow @Exelon on X and LinkedIn.

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Document and Entity Information Document	Dec. 02, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 02, 2024
Entity File Number	001-16169
Entity Registrant Name	EXELON CORPORATION
Entity Tax Identification Number	23-2990190
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	10 South Dearborn Street
Entity Address, Address Line Two	P.O. Box 805379
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60680-5379
City Area Code	(800)
Local Phone Number	483-3220
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	EXC
Security Exchange Name	NASDAQ
Entity Central Index Key	0001109357
Amendment Flag	false
Entity Emerging Growth Company	false

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