Blog: EXELON CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

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

On January 6, 2022, the board of directors of Exelon Corporation (“Exelon”)
accepted the resignations of Yves de Balmann, Laurie Brlas, Robert Lawless and
John Richardson from the board of directors, to be effective as of the
completion of the previously announced separation of the competitive power
generation and customer-facing retail energy businesses currently conducted by
Exelon Generation Company, LLC (“Generation”) from Exelon’s utilities
businesses. Upon the completion of the separation, Ms. Brlas and Messrs. de
Balmann, Lawless and Richardson will join the board of Constellation Energy
Corporation (“Constellation”) and Generation will become a wholly owned
subsidiary of Constellation.

Item 7.01. Regulation FD Disclosure.

On January 7, 2022, Exelon announced the individuals that are expected to serve
on the board of directors of Constellation upon completion of the Separation. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.
Exhibit No.              Description
  99.1                     Press Release
101                      Cover Page Interactive Data File - the cover page XBRL tags are embedded
                         within the Inline XBRL document.
104                      The cover page from this Current Report on Form 8-K, formatted as Inline

                                   * * * * *

This combined Current Report on Form 8-K is being furnished separately by Exelon
Corporation, Constellation Energy Corporation, and Exelon Generation Company,
LLC (Registrants). Information contained herein relating to any individual
Registrant has been furnished by such Registrant on its own behalf. No
Registrant makes any representation as to information relating to any other

This Current Report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that are subject
to risks and uncertainties, including, among others, those related to the
timing, manner, tax-free nature and expected benefits associated with the
potential separation of Exelon’s competitive power generation, and
customer-facing energy business from its six regulated electric and gas
utilities. Words such as “could,” “may,” “expects,” “anticipates,” “will,”
“targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “predicts,” and variations on such words, and similar expressions
that reflect our current views with respect to future events and operational,
economic, and financial performance, are intended to identify such
forward-looking statements.

The factors that could cause actual results to differ materially from the
forward-looking statements made by the Registrants include those factors
discussed herein as well as the items discussed in (1) Exelon’s and Generation’s
2020 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part
II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations, and (c) Part II, ITEM 8. Financial Statements and
Supplementary Data: Note 19, Commitments and Contingencies; (2) Exelon’s and
Generation’s Third Quarter 2021 Quarterly Report on Form 10-Q in (a) Part II,
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 1.
Financial Statements: Note 15, Commitments and Contingencies; (3) Risk Factors
in Constellation’s Form 10 Registration Statement; and (4) other factors
discussed in filings with the Securities and Exchange Commission by the

Investors are cautioned not to place undue reliance on these forward-looking
statements, whether written or oral, which apply only as of the date of this
Current Report. None of the Registrants undertakes any obligation to publicly
release any revision to its forward-looking statements to reflect events or
circumstances after the date of this Current Report.


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