Exelon Corporation | Right To Act By Written Consent at Exelon Corporation

Status
Omitted
AGM date
Previous AGM date
Resolution details
Company ticker
EXC
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Exelon shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Exelon shareholders to call for a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting ? yet Exelon made the threshold 25% of shareholders based on all shares outstanding. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when Exelon is underperforming. Now could be a ripe time for this proposal due to the long-term underperformance of Exelon stock. Exelon stock was at $58 in 2021 and at only $45 in late 2025 despite a robust stock market. If Exelon directors and management know that Exelon shareholders can act by written consent they will have a greater incentive to perform better. Challenging news reports regarding Exelon emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026. Exelon cited cost pressures impacting its earnings shortfalls compared to the previous year. These included higher interest expenses due to increased debt and interest rates, significant storm-related costs at its subsidiary PECO, and costs associated with the timing of distribution earnings at ComEd. Exelon faced challenges in managing energy affordability for low and middle-income customers, which was exacerbated by rising energy supply costs and general economic uncertainty. Exelon highlighted ongoing regulatory uncertainties, including pending rate case decisions and the need for legislative action to address energy supply shortfalls in certain markets like Maryland. The Exelon CEO noted a significant shift in industry focus away from "clean, green, and sustainability" priorities towards the more immediate concern of delivering sufficient electricity capacity to meet market growth. Concerns exist about a significant anticipated shortfall in energy supply, with new generation entry lagging behind demand growth.

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