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 | |||||||||||
December 9, 2024 | |||||||||||
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 21231-3380 (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 the registrant is an emerging growth company 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 the registrant has 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 December 9, 2024, Laurie Brlas notified the Board of Directors (the “Board”) of Constellation Energy Corporation (“Constellation”) of her resignation from the Board, effective as of December 31, 2024.
On December 10, 2024, the Board increased the size of the Board to thirteen (13) and elected Eileen Paterson and Peter Oppenheimer as Class III directors, effective as of December 16, 2024, to serve until Constellation’s 2025 annual meeting of shareholders. Ms. Paterson was also appointed to serve as a member of the Corporate Governance Committee and Nuclear Oversight Committee, and Mr. Oppenheimer was appointed to serve as a member of the Audit and Risk Committee and the Compensation Committee. Ms. Paterson and Mr. Oppenheimer will receive Constellation’s standard compensation for its directors as disclosed in its proxy statement.
A copy of the press release regarding Ms. Brlas’ resignation and the election of Ms. Paterson and Mr. Oppenheimer issued on December 13, 2024, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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 the Current Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURE
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.
CONSTELLATION ENERGY CORPORATION | |||||
/s/ Arden T. Phillips | |||||
Arden T. Phillips | |||||
Vice President, Deputy General Counsel and Corporate Secretary | |||||
December 13, 2024
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 the Current Report on Form 8-K, formatted as Inline XBRL. |