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
September
24, 2007
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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333-85496
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EXELON
GENERATION COMPANY, LLC
(a
Pennsylvania limited liability company)
300
Exelon Way
Kennett
Square, Pennsylvania 19348-2473
(610)
765-5959
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23-3064219
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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
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
On
September 24, 2007, John W. Rowe, Chairman, President, and Chief Executive
Officer of Exelon Corporation (Exelon), was elected to the additional position
of President of Exelon Generation Company, LLC (Generation). Information about
Mr. Rowe was included in Exelon’s 2007 definitive proxy statement and 2006
Annual Report on Form 10-K.
Section 8
– Other Events
John
W.
Rowe, Chairman, President and CEO of Exelon, has established a fourth
structured, prearranged stock trading plan to exercise stock options and sell
a
portion of the acquired shares 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 2006, are
expected to continue until February 2008.
The
new
trading plan covers the exercise of vested stock options for 400,000 shares
that
were granted to Mr. Rowe in 2004. These options are expected to be
exercised over a four-month period beginning in May 2008. After selling
enough shares to cover the exercise cost, tax withholding, and brokerage fees,
Mr. Rowe expects to retain one quarter of the shares that remain. The other
three-quarters of the remaining shares will be sold, from which Mr. Rowe
plans to contribute a substantial portion of the net cash proceeds to charities
or a charitable trust, as Mr. Rowe is doing under his current trading plan.
The
stock trading plan is being established to continue Mr. Rowe’s practice of
diversifying a portion of his holdings in excess of his stock ownership
requirement and to deal with the aging of these options. The plan will allow
him
to do so in an orderly manner as part of his estate and tax planning
activities.
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 400% of this guideline. Mr. Rowe and his wife
own over 309,000 shares. Mr. Rowe also owns over 115,000 performance shares
and nearly 7,000 shares or share equivalents deferred until he retires.
Mr. Rowe’s stock ownership will continue to increase after the exercise of
options under the new stock trading plan. He holds options to acquire 379,000
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
combined Form 8-K is being furnished separately by Exelon and Generation
(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 Registrant.
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 2006 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 18; (2) Exelon’s Second Quarter 2007 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 SEC by the
Registrants. Readers are cautioned not to place undue reliance on
these forward-looking statements, 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.
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.
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EXELON
CORPORATION
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EXELON
GENERATION COMPANY, LLC
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/s/
John F.
Young
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John
F. Young
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Executive
Vice President, Finance and Markets
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and
Chief Financial Officer
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Exelon
Corporation
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