UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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EXELON CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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AMENDMENT TO
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 2, 2012
This document is an amendment to our definitive Proxy Statement dated February 22, 2012 and furnished in connection with the Annual Meeting of Shareholders of Exelon Corporation, which will be held on Monday, April 2, 2012, at 9:30 a.m. Central Time at Exelon Corporation headquarters, 10 S. Dearborn, Chicago, Illinois.
EXPLANATORY STATEMENT
Due to a misalignment, the table of Compensation of Non-Employee Directors set forth on page 32 incorrectly reported the compensation paid to two of Exelon’s directors. The original footnotes detailing the compensation were correct. The corrected table and original footnotes follow:
Compensation of Non-Employee Directors
For their service as directors of the corporation, Exelon’s non-employee directors receive the compensation shown in the following table and explained in the accompanying notes. One employee director, Mr. Rowe, not shown in the table, receives no additional compensation for service as a director.
| Fees Earned or Paid in Cash | Change in Pension Value and |
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| Committee Membership |
Annual Board & Committee Retainers |
Board & Committee Meeting Fees |
Stock Awards |
Nonqualified Compensation Earnings (Note 1) |
All Other Compensation (Note 2) |
Total | ||||||||||||||||||||
| John A. Canning, Jr. |
A, C | $ | 55,000 | $ | 58,000 | $ | 100,000 | — | $ | 5,000 | $ | 218,000 | ||||||||||||||
| M. Walter D’Alessio |
G (ch), C, L | 85,000 | 54,000 | 100,000 | — | 750,000 | 989,000 | |||||||||||||||||||
| Nicholas DeBenedictis |
E (ch), G, P | 65,000 | 64,000 | 100,000 | — | — | 229,000 | |||||||||||||||||||
| Nelson A. Diaz |
E, P, R | 55,000 | 64,000 | 100,000 | — | — | 219,000 | |||||||||||||||||||
| Sue L. Gin |
R (ch), A, G, I | 65,000 | 68,000 | 100,000 | — | — | 233,000 | |||||||||||||||||||
| Rosemarie B. Greco |
C (ch), E, G | 60,000 | 64,000 | 100,000 | — | 500,000 | 724,000 | |||||||||||||||||||
| Paul L. Joskow |
A, E, I, R | 55,000 | 68,000 | 100,000 | — | — | 223,000 | |||||||||||||||||||
| Richard W. Mies |
P (ch), A, R | 80,000 | 68,000 | 100,000 | — | — | 248,000 | |||||||||||||||||||
| John M. Palms (3) |
A (ch), G, P, R | 80,000 | 78,000 | 100,000 | — | 500,000 | 758,000 | |||||||||||||||||||
| William C. Richardson (3) |
A, C, G, I, R | 55,000 | 86,000 | 100,000 | — | 5,000 | 246,000 | |||||||||||||||||||
| Thomas J. Ridge |
E, R | 50,000 | 46,000 | 100,000 | — | 5,000 | 201,000 | |||||||||||||||||||
| John W. Rogers, Jr. |
I (ch), G, R | 50,000 | 54,000 | 100,000 | — | 5,000 | 209,000 | |||||||||||||||||||
| Stephen D. Steinour |
A, C | 55,000 | 56,000 | 100,000 | — | 5,000 | 216,000 | |||||||||||||||||||
| Donald Thompson |
E | 50,000 | 30,000 | 100,000 | — | — | 180,000 | |||||||||||||||||||
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| Total All Directors |
$ | 860,000 | $ | 858,000 | $ | 1,400,000 | — | $ | 1,775,000 | $ | 4,893,000 | |||||||||||||||
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Committee Membership Key
Audit = A, Chairman = Ch, Compensation = C, Corporate Governance = G, Energy Delivery
Oversight = E, Risk Oversight- Investment Sub-Committee = I, Generation Oversight = P, Risk Oversight = R, Lead Director = L
Notes:
| (1) | Values in this column represent that portion of the directors accrued earnings in their non-qualified deferred compensation account that were considered as above market. See the description below under the heading “Deferred Compensation.” For 2011, none of the directors recognized any such earnings. |
| (2) | Values in this column for Ms. Greco and Messrs. D’Alessio and Palms represent charitable contributions made by Exelon in honor of their service to the company and its shareholders in connection with their expected retirements in 2012. Values in this column for Messrs. Canning, Richardson, Ridge, Rogers and Steinour represent the company’s matching portion of the director’s contribution to qualified educational institutions pursuant to Exelon’s matching gift plan described below in Other Compensation. |
| (3) | In addition to the amounts shown in the table, Drs. Palms and Richardson, who also serve as directors of the Exelon Foundation, received $6,000 each from the Foundation for attending meetings of the Foundation’s board. Exelon contributes to the Foundation to pay for the Foundation’s operating expenses. |