exelonform8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
May
14, 2008
Date of Report (Date of earliest
event reported)
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Commission File
Number
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Exact
Name of Registrant as Specified in Its Charter; State of Incorporation;
Address of Principal Executive Offices; and Telephone
Number
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IRS
Employer
Identification Number
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1-16169
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EXELON
CORPORATION
(a
Pennsylvania corporation)
10
South Dearborn Street
P.O.
Box 805379
Chicago,
Illinois 60680-5379
(312)
394-7398
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23-2990190
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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))
Section 8
– Other Events
John W.
Rowe, Chairman, President and CEO of Exelon Corporation (Exelon), together with
the Rowe Family Charitable Trust, has established a fifth structured,
prearranged stock trading plan in accordance with Rule 10b5-1 under the
Securities Exchange Act of 1934. Mr. Rowe’s first 10b5-1 stock trading plan was
announced in February 2004 and expired in February 2005. Exercises of options
and sales under Mr. Rowe’s current 10b5-1 plan, announced in September 2007, are
expected to continue until August 2008.
Under the
new trading plan, Mr. Rowe will transfer 80,000 shares of Exelon common stock to
fund the Rowe Family Charitable Trust. The shares will be transferred to the
Rowe Family Charitable Trust on a date in November 2008, and the Rowe Family
Charitable Trust will sell the shares upon receipt. The proceeds of the sale
will be used by the Rowe Family Charitable Trust to make charitable
contributions, including supporting The Rowe-Clark Math and Science Academy, The
Rowe Family Professorship in Engineering at IIT, the Rowe Family Professorship
in the History of Greece at the University of Wisconsin, and the Rowe Family
Curator of Evolutionary Biology at the Field Museum.
Exelon’s
stock ownership guidelines require Mr. Rowe to own the lesser of either a
fixed number of shares or share equivalents (excluding stock options) or a
variable number of shares based on a multiple of five times his base salary,
calculated annually. Mr. Rowe holds stock and stock equivalents (excluding
options) amounting to about 520% of this guideline. After this contribution, he
will hold about 430% of this guideline. Mr. Rowe and his wife will own over
275,000 shares. Mr. Rowe also owns nearly 125,000 performance shares and
over 1,000 shares or share equivalents deferred until he retires. He holds
options to acquire 493,000 shares in addition to the options that are included
in his stock trading plans.
Since
February 2005 a total of ten of Exelon’s senior officers have also entered into
one or more similar pre-arranged stock trading plans to sell a limited number of
shares of Exelon common stock in order to diversify their assets. Under Exelon’s
stock ownership guidelines, executive vice presidents should own a fixed number
of shares of Exelon stock or stock equivalents (excluding stock options) based
on a multiple of three times their base salary, and senior vice presidents
should own a fixed number of shares based on a multiple of two times their base
salary. Each of the senior officers who entered into a stock trading plan held
stock and stock equivalents (excluding options) exceeding the applicable stock
ownership guideline, and each of those officers will continue to meet the
applicable stock ownership guideline after the completion of the sales
contemplated by the stock trading plans.
* * * *
*
This
Current Report includes 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 these forward-looking statements include those discussed herein as well as
those discussed in (1) Exelon’s 2007 Annual Report on Form 10-K
in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations and (c) ITEM 8.
Financial Statements and Supplementary Data: Note 19; (2) Exelon’s First Quarter
2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A.
Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial
Statements: Note 13; and (3) other factors discussed in filings with the
Securities and Exchange Commission by Exelon. Readers are cautioned
not to place undue reliance on these forward-looking statements, which apply
only as of the date of this Current Report. 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 Current
Report.
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.
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EXELON
CORPORATION
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/s/
Matthew F.
Hilzinger
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Matthew
F. Hilzinger
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Senior
Vice President and Chief Financial Officer
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Exelon
Corporation
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