Strong shareholder support as Exelon (NASDAQ: EXC) approves directors, pay and 2026 auditor

Rhea-AI Filing Summary

Exelon Corporation reported the results of its Annual Meeting of Shareholders held on April 28, 2026. Shareholders of record as of March 2, 2026, were entitled to vote.

All nominated directors were elected, each receiving at least 92.8% of votes cast in favor. For example, Calvin G. Butler, Jr. received 840,779,094 votes for, or 99.2% of votes cast. Auditor ratification for 2026 passed, with 818,550,440 votes for, or 89.0% of votes cast, approving PricewaterhouseCoopers LLP as independent auditor. An advisory vote on executive compensation also passed, receiving 764,185,640 votes for, or 90.5% of votes cast.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Meeting date: April 28, 2026 Record date: March 2, 2026 Highest director support: 99.3% for +5 more

8 metrics

Meeting date April 28, 2026 Annual Meeting of Shareholders held

Record date March 2, 2026 Shareholders entitled to notice and vote

Highest director support 99.3% for David DeWalt director election vote

Lowest director support 92.8% for Linda Jojo director election vote

Auditor ratification support 818,550,440 votes (89.0% for) PricewaterhouseCoopers LLP as 2026 independent auditor

Auditor votes against 101,107,041 votes Against ratifying independent auditor for 2026

Say-on-pay support 764,185,640 votes (90.5% for) Advisory vote on executive compensation

Broker non-votes on pay 72,355,634 shares Broker non-votes on advisory compensation proposal

Key Terms

broker non-vote, independent auditor, advisory basis, named executive officers, +1 more

5 terms

broker non-vote financial

"BROKER NON-VOTE W. Paul Bowers ... 72,355,634"

independent auditor financial

"ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

advisory basis financial

"approve, on an advisory basis, the compensation of the Company's named executive officers"

named executive officers financial

"the compensation of the Company's named executive officers was approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Shareholders financial

"The Annual Meeting of Shareholders (the “Annual Meeting”) of Exelon Corporation"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

Pennsylvania10 South Dearborn StreetP.O. Box 805379ChicagoIllinois60680-5379(800)483-3220☐0001109357False00011093572026-04-282026-04-28

			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
			April 28, 2026
			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 (800) 483-3220

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 any of the registrants are emerging growth companies 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 any of the registrants have 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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders (the “Annual Meeting”) of Exelon Corporation (“Exelon” or the “Company”) was held on April 28, 2026. Shareholders of record as of March 2, 2026, were entitled to receive notice and vote at the Annual Meeting.

The following tables present the votes cast with respect to each item of business properly presented at the meeting.

1.Each of the nominees for election to the Board of Directors were elected based on the following votes:

DIRECTOR			FOR			%FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
W. Paul Bowers			819,989,796			96.8%			27,354,597			1,239,043			72,355,634
Calvin G. Butler, Jr.			840,779,094			99.2%			6,520,210			1,284,132			72,355,634
Marjorie Rodgers Cheshire			818,877,241			96.6%			28,462,918			1,243,277			72,355,634
David DeWalt			841,136,910			99.3%			6,160,676			1,285,850			72,355,634
Linda Jojo			786,667,114			92.8%			60,671,031			1,245,291			72,355,634
Charisse Lillie			839,495,545			99.1%			7,811,074			1,276,817			72,355,634
Anna Richo			834,116,409			98.4%			13,206,199			1,260,828			72,355,634
Matthew Rogers			834,892,665			98.5%			12,467,845			1,222,926			72,355,634
Bryan Segedi			828,769,510			97.8%			18,503,034			1,310,892			72,355,634

2.The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for 2026 was approved based upon the following votes:

FOR			%FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
818,550,440			89.0%			101,107,041			1,281,589			N/A

3.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved based upon the following votes:

FOR			%FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
764,185,640			90.5%			80,018,716			4,379,080			72,355,634

SIGNATURES

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

EXELON CORPORATION

/s/ Colette D. Honorable

Colette D. Honorable

Executive Vice President, Chief Legal Officer, Compliance and Corporate Secretary

April 30, 2026

FAQ

What did Exelon (EXC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing directors, ratifying the independent auditor for 2026, and approving on an advisory basis the compensation of named executive officers. All director nominees were elected, auditor ratification passed, and the say-on-pay resolution received strong majority support.

How strong was shareholder support for Exelon (EXC) director nominees in 2026?

Director nominees received very high support, with "for" votes ranging from 92.8% to 99.3% of votes cast. For example, Calvin G. Butler, Jr. received 840,779,094 votes for, equal to 99.2%, showing broad shareholder backing for the board slate.

Did Exelon (EXC) shareholders approve the 2026 independent auditor?

Yes. Shareholders approved PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2026, with 818,550,440 votes for and 101,107,041 votes against. The approval level was 89.0% of votes cast, with an additional 1,281,589 abstentions reported.

How did Exelon (EXC) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of Exelon’s named executive officers. The say-on-pay proposal received 764,185,640 votes for, 80,018,716 against, and 4,379,080 abstentions, along with 72,355,634 broker non-votes, reflecting 90.5% support among votes cast.

What are broker non-votes in Exelon (EXC) 2026 voting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on certain proposals. Exelon’s director and say-on-pay items each showed 72,355,634 broker non-votes, meaning those shares were counted for quorum but not as for or against.

When were Exelon (EXC) shareholders eligible to vote at the 2026 annual meeting?

Shareholders of record as of March 2, 2026, were entitled to receive notice of and vote at Exelon’s Annual Meeting held April 28, 2026. Eligibility was based on being a recorded shareholder on that specific record date.

Filing Exhibits & Attachments

3 documents

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