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| | UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| | Washington, D.C. 20549 | |
| | FORM | 8-K | |
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| | CURRENT REPORT | |
| | Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| | October 15, 2019 | |
| | Date of Report (Date of earliest event reported) | |
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Commission
File Number | | Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number | | IRS Employer Identification Number |
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| 001-16169 | | EXELON CORPORATION | | 23-2990190 |
| | | (a Pennsylvania corporation)
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
(800) 483-3220 | | |
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| 001-01839 | | COMMONWEALTH EDISON COMPANY | | 36-0938600 |
| | | (an Illinois corporation)
440 South LaSalle Street
Chicago, Illinois 60605-1028
(312) 394-4321 | | |
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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)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| EXELON CORPORATION: | | | | |
| Common Stock, without par value | | EXC | | The Nasdaq Stock Market LLC |
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| 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 | ☐ |
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| 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 October 15, 2019, Anne Pramaggiore, Senior Executive Vice President, Exelon and Chief Executive Officer, Exelon Utilities, announced her decision to retire from her positions and the board of Commonwealth Edison, effective immediately.
Exelon also announced the appointment of Calvin G. Butler, Chief Executive Officer of Baltimore Gas and Electric Company, to the position of Chief Executive Officer, Exelon Utilities on an interim basis, effective October 15, 2019. Mr. Butler, age 49, has served as Chief Executive Officer and as a director of Baltimore Gas and Electric Company, a subsidiary of Exelon, since 2014. He previously served as Senior Vice President, Regulatory and External Affairs for Baltimore Gas and Electric Company, since 2013. Mr. Butler is also a member of the Executive Committee of Exelon.
No new compensatory or severance arrangements were entered into in connection with Mr. Butler’s appointment as Interim Chief Executive Officer, Exelon Utilities.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. | Description |
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| 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. |
* * * * *
This report contains certain 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 the forward-looking statements made by the Companies include those factors discussed herein, as well as the items discussed in (1) the Companies’ 2018 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 22, Commitments and Contingencies; (2) the Companies’ Second Quarter 2019 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 16, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Companies. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. Neither of the Companies undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this 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 |
| | |
| | /s/ CARTER C. CULVER |
| | Carter C. Culver |
| | Senior Vice President, Deputy General Counsel and Assistant Secretary |
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| | COMMONWEALTH EDISON COMPANY |
| | |
| | /s/ CARTER C. CULVER
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| | Carter C. Culver |
| | Assistant Secretary |
October 15, 2019
EXHIBIT INDEX
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| Exhibit No. | Description |
| 99.1 | Press Release |
| 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. |
