| | | | | | | | | | | |
| 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 | |
| October 18, 2022 | |
| 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 |
| | | | |
| | | | |
| | | | |
| | | | |
001-41137 | | CONSTELLATION ENERGY CORPORATION | | 87-1210716 |
| | (a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231 (833) 883-0162 | | |
| | | | |
| | | | |
| | | | |
| | | | | |
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 |
CONSTELLATION ENERGY CORPORATION: | | | | |
Common Stock, without par value | | CEG | | 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. ☐ |
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2022, the board of directors of Constellation Energy Corporation (“Constellation”) elected Ms. Nneka Rimmer as a Class II director to fill an existing vacancy on the board of directors, effective as of November 1, 2022, to serve until the 2024 annual meeting of shareholders. The Constellation board of directors has not yet determined which committee(s) Ms. Rimmer will be appointed to serve on. Ms. Rimmer will receive Constellation’s standard compensation for its directors as disclosed in its Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 25, 2022. A press release regarding the election of Ms. Rimmer was issued on October 19, 2022.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. | | | | | | | | |
Exhibit No. | | Description |
| | |
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 XBRL. |
* * * * *
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.
| | | | | |
| CONSTELLATION ENERGY CORPORATION |
| |
| /s/ Arden T. Phillips |
| Arden T. Phillips |
| Corporate Secretary |
| Constellation Energy Corporation |
| |
| |
| |
| |
| |
| |
| |
| |
October 19, 2022
EXHIBIT INDEX
| | | | | | | | |
Exhibit No. | | Description |
| | |
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 XBRL. |