Exelon Shareholders Reelect Directors, Back PwC and Say-on-Pay at 2026 Virtual AGM

Key Points

• Shareholders reelected all nine directors, ratified PricewaterhouseCoopers as Exelon’s independent auditor and approved the advisory say-on-pay, with PwC ratification at over 88.9% and say-on-pay approval at over 90.4%.
• CEO Calvin Butler highlighted a $41.3 billion four-year capital plan and said Exelon has delivered 7.4% annual adjusted operating EPS growth since 2021, with 7.9% expected rate-based growth and a goal of annualized earnings growth near the top end of 5–7% through 2029.
• Exelon emphasized affordability under “The Exelon Promise,” keeping O&M nearly flat, and funding a $60 million Customer Relief Fund that has provided bill assistance to more than 100,000 low- and middle-income customers.

Exelon NASDAQ: EXC shareholders elected all nine director nominees, ratified PricewaterhouseCoopers as the company’s independent auditor for 2026, and approved the advisory “say on pay” proposal during the utility’s 2026 annual meeting of shareholders, which was held virtually.

W. Paul Bowers, chairman of Exelon’s board, opened the meeting alongside President and CEO Calvin Butler and Colette D. Honorable, executive vice president, chief legal officer, compliance, and corporate secretary. Honorable reported that more than 89% of outstanding shares were represented at the meeting, establishing a quorum.

Voting items and preliminary results

Honorable outlined three proposals on the ballot:

• Election of nine directors nominated in the proxy statement, with all directors standing for election annually and requiring a majority of votes cast to be elected.
• Ratification of PricewaterhouseCoopers as Exelon’s independent auditor for 2026. Honorable said PwC has served as Exelon’s auditor since the company’s formation in 2000.
• An advisory vote on 2025 compensation for Exelon’s named executive officers.

Honorable later provided preliminary voting results, stating that each of the nine director nominees “received a majority of votes cast” and was elected. PwC was ratified with “over 88.9% of the votes cast,” and the say-on-pay proposal was approved with “over 90.4% of the votes cast.” She said final voting results will be filed with the SEC and posted on Exelon’s website “within the next few days.”

Butler highlights capital plan, growth outlook, and reliability rankings

In prepared remarks, Butler said Exelon marked 25 years of providing “safe, reliable, and affordable energy” to “nearly 11 million customers across the Midwest and Mid-Atlantic.” He credited “20,000-plus” team members for meeting or exceeding commitments and delivering “disciplined financial results.”

Butler said Exelon has achieved “7.4% annual adjusted operating EPS growth” since 2021. He also pointed to a “$41.3 billion 4-year capital plan” and “7.9% expected rate-based growth,” which he said positions the company to deliver “annualized earnings growth near the top end of 5%-7% through 2029.”

On operations, Butler said Exelon’s operating companies rank among top national performers for electric reliability, noting they are “first, second, fourth, and seventh” when benchmarked against peers. He tied that performance to investments in “grid resilience and modernization” and a “relentless focus on safety, reliability, and affordability.”

Affordability focus and “The Exelon Promise”

Butler said the industry is facing “unprecedented headwinds,” including “increasing electricity demand,” “ballooning load growth,” and “surging supply costs,” which he said are creating an affordability challenge, particularly for residential and small business customers. He described Exelon’s response as “The Exelon Promise,” which he said is designed to keep energy affordable, protect customers, and build longer-term solutions.

As part of that effort, Butler highlighted cost control and said Exelon has maintained “nearly flat O&M over multiple years” and aims to manage costs “below historic inflation.” He also described targeted customer assistance efforts, including a “Customer Relief Fund,” which he called an “industry-leading initiative” that has provided “$60 million to nonprofit partners” and delivered bill assistance to “more than 100,000 low- and middle-income customers to date.”

In the Q&A, Butler said customer bills across PJM have been pressured by factors “largely outside of our control,” including “rapid load growth, tight supply, and PJM market dynamics.” He said Exelon has pushed for market changes, including supporting an extension of the capacity market price cap and “market reforms to allow for faster interconnection.” He also referenced “first-of-its-kind Transmission Security Agreements” approved by FERC, saying they are intended to protect customers from cost shifts and ensure “cost responsibility is shared fairly with developers.”

Growth, regulation, and executive pay

Responding to a question about regulatory and legislative activity across Exelon jurisdictions, Butler said he does not view engagement as “noise,” but rather as “an opportunity to make sure growth is done the right way.” He argued that long-term affordability risk can come from failing to invest in infrastructure needed to support demand growth. Butler said Exelon is focused on “targeted high-value investments” and called transmission the “clearest and most durable growth opportunity,” adding that transmission has become a larger part of the company’s current capital plan and that the company sees additional opportunities ahead.

During Q&A, Bowers addressed a question about executive compensation versus other employees. He said Exelon’s CEO-to-median employee pay ratio is “103 to 1,” which he said is “in line with the utility norm” and “far below the S&P 500 average.” Bowers said executive compensation is primarily long-term and performance-based, and he added that “executive compensation is not a driver of customer rates.”

Geopolitical risk and supply chain monitoring

Asked about the impact of the war in the Middle East, Butler said Exelon does not procure fuel and does not have “any direct exposure to the region,” but noted that conflicts can contribute to fuel market volatility that can influence wholesale power prices and, over time, customer bills. He said Exelon also monitors for supply chain disruptions for critical grid equipment, adding that exposure is limited due to “primarily domestic sourcing and longstanding supply relationships.”

The meeting concluded after the company said it had no additional questions to address. Bowers said any appropriate questions not answered during the call would be addressed in writing and posted on Exelon’s investor relations website.

About Exelon NASDAQ: EXC

Exelon Corporation NASDAQ: EXC is a Chicago-based energy company that operates primarily as a regulated electric and natural gas utility holding company. The company's businesses focus on the delivery of electricity and related services to residential, commercial and industrial customers, as well as investments in grid modernization, customer energy solutions and demand-side programs. Exelon's operations emphasize reliable service delivery, infrastructure maintenance and regulatory compliance across its utility footprint.

Formed in 2000 through the merger of Unicom and PECO Energy, Exelon historically combined generation and regulated utility businesses.

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