Constellation's 2026 annual meeting of shareholders is ready to begin. First, I would like to introduce Arden Phillips, Constellation's Corporate Secretary, who will speak to forward-looking statements before introducing Joe Dominguez, Constellation's President and CEO.
Good morning. Certain topics discussed today may contain forward-looking statements regarding Constellation that are subject to various risks and uncertainties. Actual results could differ significantly from these forward-looking statements. Please refer to Constellation's most recently filed Form 10-K for a discussion of risk factors and other circumstances that may cause results to differ from our projections and expectations. I'll now turn it over to Joe.
Thanks, Arden. Good morning, everyone. Welcome to Constellation's 2026 annual meeting of shareholders. My name is Joe Dominguez, President and CEO of Constellation. It's my pleasure to welcome you today and introduce Rob Lawless, our Chair. Rob will take us through the business portion of the annual meeting, and later I'll provide some brief remarks on our 2025 performance. Rob.
Thank you, Joe, and welcome everyone. Thank you for joining us today. We will conduct the business portion of the meeting first, and then we'll allow time for questions afterwards. In addition to Joe Dominguez and myself, we have the entire board of directors and executive leadership team present today. On behalf of the board, I want to thank the executive team for their excellent work in leading the company over the past year. We are extremely proud of the progress our team has made this past year. Together, our employees, management team, and the board created significant value for Constellation shareholders, customers, employees and communities. In 2025, the company delivered strong financial and operational results, including best-in-class nuclear operations. In 2025, we also announced an agreement to acquire Calpine Corporation, and this transaction closed in the first quarter of 2026.
Joe will speak about this in greater detail after we conclude the voting. The board remains committed to effective governance practices to ensure the oversight of the most relevant and important issues and opportunities facing our company. We continue to review our governance practices and consider both near-term and long-term strategic decisions. We strive to incorporate best practice in regards to our sustainability initiatives, pay for performance alignment and our governance practices. This includes the planned phase-out of our classified board structure, which effectively ends with today's meeting. Going forward, each of our directors will stand for election annually. I'd also like to thank Alan S. Armstrong for his service to our board. Alan S. Armstrong joined the board in January of 2026.
After the proxy statement was filed in March, he resigned from the board in connection with his appointment by Governor Stitt as a U.S. senator for the state of Oklahoma. Consequently, he is not standing for re-election, and any votes cast for his election as a director will not be counted. With that, I'll now turn it over the business portion of the agenda. There's four items on the agenda today. Arden, will you take us through those, please?
Sure. Mr. Ken Franke from Broadridge will serve as the Inspector of Election. Broadridge has also certified that the meeting notice, proxy materials, and annual report were properly provided to shareholders. More than 77% of the outstanding shares as of the March fourth record date are represented at the meeting by proxy or online. Therefore, we have the necessary quorum to conduct this meeting.
Thank you, Arden. On the basis of the corporate secretary's report, the meeting is formally called to order. Let's turn now to the business of our meeting. If you're a shareholder logged into the virtual meeting platform, you will also see a Vote button on your screen. The polls are now open, and if you have not yet voted, you may cast your ballot at any time prior to the announcement that the polls have closed. Item 1, election of director nominees. Item 1 is the Election of all 11 Directors. Each director will serve a one-year term that will end at the 2027 annual meeting. The board recommends a vote for each of these 11 nominees. Item two, say on pay vote on executive compensation.
Item 2 is an advisory say on pay vote to approve the 2025 compensation of our named executive officers as described in the proxy statement. The board recommends a vote for the approval of the compensation paid to the named executive officers in 2025. Item 3, Ratification of PricewaterhouseCoopers as the 2026 independent auditor. The last item to be voted on is the ratification of PricewaterhouseCoopers as Constellation's independent auditor for 2026. The proxy statement details the process that management used to evaluate the independence, qualifications, compensation and performance of PwC. Representatives of PwC will be available to answer questions during the Q&A portion of our meeting. Item 4, shareholder proposal. The last item to be voted on is a shareholder proposal regarding the company's DEI efforts.
At this time, a representative from the National Center for Public Policy Research, the proponent of the shareholder proposal, will say a few words.
Good morning, fellow shareholders. I'm Curtis Hill, Senior Advisor for the Free Enterprise Project at the National Center for Public Policy Research. I urge you to vote for Proposal 4, the DEI ROI Oversight proposal. Constellation Energy powers America with safe, reliable, emissions-free electricity from one of the nation's largest nuclear fleets. In this critical industry, competence, safety, and merit are not suggestions, they're requirements. Yet Constellation holds a high-risk rating from the 1792 Exchange for policies that appear to put ideology ahead of merit. It operates employee resource groups organized explicitly by race and runs a Journey to Belonging training program whose content is largely hidden from shareholders. These initiatives carry real costs in money, time, and diverted focus. They also expose the company to serious litigation risks for race or sex-based preferences that violate anti-discrimination laws.
Proposal Four does not call for the end of these programs, but rather demands that the board provide a clear evaluation of whether they are justified by rigorous net present value and return on investment analysis, including opportunity costs and the dangers of backlash or lawsuits. Rebranding DEI as respect or belonging does nothing to eliminate these risks. While the board claims existing oversight is sufficient, vague assurances are no substitute for disciplined financial scrutiny. We demand ROI for every major investment. DEI programs that carry legal and reputational downside risks deserve the same standard, no exceptions. Fellow shareholders, true excellence and equal opportunity come from evaluating people on qualifications and performance, not identity checkboxes. Vote for Proposal Four. Demand transparency. Protect shareholder value, and keep Constellation laser-focused on delivering safe, reliable power through merit and excellence. Thank you.
The proxy statement outlines the reasons for which the board believes that the action requested by the proponent is not in the best interest of our shareholders, and therefore, the board recommends an against vote by shareholders. Most shareholders voted by proxy in advance of today's meeting. However, if you are a shareholder and have not yet voted, you may do so through the online platform. We will pause briefly for any final voting. At this time, the polls are now closed. There being no further business to come before the meeting, the formal business portion of the 2026 annual meeting of shareholders is now hereby adjourned. Joe Dominguez will give us a brief presentation, which will be followed by a report on preliminary voting results and then a question- and- answer session.
Our President and CEO will comment on Constellation's performance in 2025 and other business highlights.
Thanks, Bob. Good morning again, everyone. 2025 was another strong year for the company, driven by the hard work, talent, and dedication of the women and men of Constellation. Financially, we delivered adjusted operating earnings of $9.39 per share, exceeding the midpoint of our guidance range for the fourth consecutive year. In June 2025, we signed a 20-year power purchase agreement with Meta for the output of the Clinton Clean Energy Center, providing 1,121 megawatts of emissions-free firm nuclear energy to support Meta's clean energy goals and regional operations. We also announced that the Crane Clean Energy Center will return to service sooner than originally planned. The team remains focused. We're continuing our work at the site every day.
In January of this year, we closed on the acquisition of Calpine, a milestone that underscores the talent, dedication, and shared commitment of teams across both organizations. Our combined company has created the largest private sector power fleet, producing more megawatts than any publicly traded company in the world. It positions Constellation with the scale necessary to meet America's growing energy needs. With the addition of Calpine, we have significantly enhanced our geographic reach while delivering the largest portfolio of carbon-free and low carbon megawatts in America. We are proud of what we've accomplished and the value we've created to date, but we're even more energized by what lies ahead. The acquisition of Calpine builds on Constellation's momentum and creates additional opportunities to deliver value for our customers and for our owners.
Our combined company has strong visible base EPS growth of more than 20% through 2029, supported by the nuclear production tax credit, customer contracts, and dependable customer margins. Our outlook excludes significant upside potential from capturing premium value associated with 147 million megawatt hours of available nuclear generation from incremental contracting opportunities with our gas fleet. Constellation owns assets that cannot be replicated. We operate the largest fleet of nuclear, natural gas, and geothermal generation in the country with coast-to-coast scale that would cost more than 3x our current enterprise value to replicate, even if it were feasible. Our balance sheet remains strong, and that strength was recognized by S&P and Moody's, who affirmed Constellation's credit ratings. These affirmations reflect our strong cash generation and our clear path to deleverage by 2027.
The balance sheet is a true competitive advantage for us. It provides the strategic flexibility to return capital to our owners, support our customers, and invest in future growth. In 2025, we completed $400 million of share repurchases and increased our dividend by 10%. Our board increased our share purchase authorization to $5 billion, reflecting our confidence in Constellation's outlook. Notwithstanding the share buybacks, we have plenty of money left to build the future for America. We plan to invest $3.9 billion over the next 2 years in organic growth initiatives that expand our generating capacity and extend the lives of our operating fleet. Thank you again for your ownership and continued interest in Constellation. Our team remains committed to delivering for you, for the communities we serve, and for America, dependable power each and every day.
With that, I'll turn it back to Arden to provide a summary of the preliminary vote results. Arden?
The preliminary vote results show that the board nominees have been duly elected, the 2025 compensation of Constellation's named executive officers has been approved. PwC has been ratified as Constellation's independent auditor for 2026, and the shareholder proposal has not been approved. Final voting results will be included in a Form 8-K that will be filed with the SEC within four business days. With that, I turn the meeting back over to our chairman.
Thank you, Arden. At this time, we would like to open things up for shareholder questions. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be addressed on the company's website shortly after this meeting. Please also refer to the rules of conduct included that are provided in the annual meeting site. Only shareholders may ask questions in the designated field on the web portal, and questions are limited to two per shareholder. Arden, I'll turn it back to you to present some of the questions, please.
The first question is, "On your business update call on March 31st, you said the company has a 10% long-term EPS growth goal. What does that mean?
As we've discussed, our growth can be lumpy given the roll-off of state programs, nuclear outages, and the timing of when premium contracts start. After a 20% CAGR through 2029, we see at least 10% growth for each future three-year cycle.
The next question is, "Has your stance on new nuclear changed? How will Constellation participate in the development of new nuclear power?
Well, our position hasn't changed. We continue to see a very bright future for nuclear power. We believe that our existing sites are the best place to build new nuclear, and we look forward to conversations to support future projects. Our expertise and existing sites are what we can provide to the industry, and we will continue to share our operational expertise to support new reactor designs. The costs of development are still unknown, but without investment from customers and government support, we would not singularly risk investor capital.
We have time for one last question. The final question is, "What is the status of integration with Calpine?
The, the integration is going very well. Our back-office functions are largely integrated. We'll continue to do that through the course of the year. From an operational perspective, plant performance is as good as it's been ever, and we're bringing together two of the best-performing operating fleets. From a commercial perspective, we're well underway integrating the commercial teams. We've already taken steps to combine capital structure, and we've begun to realize the benefit of upgrading Calpine's credit profile. Efforts for streamlining financial and operational systems will continue throughout the course of the year.
This concludes the question- and- answer portion of today's meeting. We have also reached the conclusion of our annual meeting of shareholders. We appreciate your support and thank you for joining us today.
This concludes today's meeting. You may now disconnect.