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AGM 2025

Apr 29, 2025

Operator

Welcome to the annual meeting for Exelon Corporation. Our host for today's call is Paul Bowers, member of the board. I will now turn the call over to your host. Mr. Bowers, you may begin.

Paul Bowers
Independent Board Chair, Exelon Corporation

Thank you, and good morning. The 25th annual meeting of the shareholders of Exelon Corporation will now come to order. My name is Paul Bowers, and I am one of the members of Exelon's board of directors. As disclosed in our proxy statement, John Young, current board chair, will not be standing for re-election in today's meeting. I have been selected by the independent members of our board as Exelon's new independent board chair following today's meeting. We are grateful for Mr. Young's years of service and contributions to our company. I am both honored and privileged to welcome you to today's meeting as Exelon's new board chair. With me today is Calvin Butler, Exelon's president and CEO, and Colette Honorable, executive vice president, chief legal officer, and corporate secretary. Other members of Exelon's senior management are also with us today.

They will be available to answer questions during the Q&A portion of the meeting. Before we begin, I direct your attention now to the slides shown, which provide notice that today's meeting includes forward-looking statements under the securities laws, which are subject to risk and uncertainties. Factors that could cause actual results to differ materially from the forward-looking statements are discussed in Exelon's 2024 annual report from the 10-K. This year, we are again honoring our shareholder meeting online, or hosting our shareholder meeting online. We do this to make our meeting accessible to all shareholders, including those unable to travel for in-person meetings. We want all our shareholders to have the ability to participate and, importantly, ask questions, which is one of the central purposes of this meeting.

This meeting will be run with the same level of transparency and accountability that our shareholders expect and would receive at an in-person meeting. If you are a shareholder logged into the virtual meeting platform, you will see a text box where you may enter questions that may be addressed during the Q&A portion of today's meeting. Any other appropriate questions that are not addressed will be answered and posted on our website after the meeting. You 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. If today's meeting is interrupted due to technical difficulties, please check the investor relations section of our website for information about reconvening the meeting. We will now attend to the business of our agenda. There are three vote proposals on the agenda today.

Colette Honorable, our Corporate Secretary, will now report on the rules of conduct and legal requirements for our meeting.

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you, Paul. Before beginning, I direct your attention to the rules of conduct included with the meeting materials, which set forth certain rules relating to participation in the meeting. EQ Share Owner Services, our transfer agent, has prepared a certified list of the shareholders who are entitled to vote at this meeting. This list is available for shareholder inspection through the virtual meeting platform. Broadridge Investor Communications Solutions has certified that the meeting notice, proxy materials, and annual report were properly provided to shareholders. The board of directors has appointed the judges of election. They are Linda Piscadlo of American Election Services and Sharon Ng of Exelon's Office of Corporate Governance. The judges report that more than 87% of the outstanding shares are represented at the meeting, either by proxy or online. As a result, we have the necessary quorum to conduct this meeting, Paul.

Paul Bowers
Independent Board Chair, Exelon Corporation

Thank you, Colette. On the basis of the corporate secretary's report, I'll let's turn this meeting over to our business at hand. There are three items of business on the ballot today. The board of directors recommend that you vote in favor of each. Colette will now present the proposals of each item of the business.

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you, Paul. The first item of business is the election of the nine directors who are nominated in the proxy statement. As disclosed in our proxy statement, all of Exelon's directors stand for election every year and must receive a majority of votes cast to be elected. Bios for each of our director nominees are presented in the proxy statement beginning on page 19. The second item of business is the ratification of PricewaterhouseCoopers as Exelon's independent auditor for 2025. Representatives from PwC will be available to answer questions during the Q&A portion of our meeting. PwC has served as the company's auditor since Exelon's formation in 2000 and has become deeply familiar with the company's operations and businesses, accounting policies and practices, and internal control over financial reporting.

The proxy statement beginning on page 38 details the process that management used to evaluate the independence, qualifications, compensation, and performance of PricewaterhouseCoopers. This evaluation was the basis for the audit and risk committee and board's retention of PricewaterhouseCoopers and recommendation to shareholders to ratify a selection of PricewaterhouseCoopers as Exelon's independent auditor for 2025. The third item of business is the say-on-pay vote. This is an advisory vote regarding the 2024 compensation for Exelon's named executive officers. Details about the compensation program are disclosed in Exelon's proxy statement beginning on page 43, along with the discussion of Exelon's pay-for-performance philosophy, including the alignment of our incentive compensation goals with the company's overall business strategies.

Paul Bowers
Independent Board Chair, Exelon Corporation

Thank you, Colette. Most of the shareholders voted by proxy in advance of today's meeting. If you are a shareholder that has not yet voted, you may now do so through the online platform. We will now pause briefly for a final voting, after which the polls will be closed. At this time, the polls are now closed. Thank you for voting. Exelon's President and CEO, Calvin Butler, will now make a few comments about Exelon's strategy and outlook. Calvin.

Calvin Butler
President and CEO, Exelon Corporation

Thank you, Paul. I'm glad to be with all of you today to share my optimism about another year of transformative growth at Exelon. This year, thanks to the hard work and dedication of our 20,000-plus team members, we made a measurable impact leading the energy transformation. Most importantly, we delivered value for our customers, achieving top quartile or better performance across all our local energy companies and executing continued cost management efforts, ensuring that we can continue to provide above-average value at below-average rates. As you know, this year is Exelon's 25th year of business. We will celebrate our official anniversary in October. That's 25 years at Exelon, but a combined 799 years of experience among all six utilities.

I am as excited about the growth and potential of 2025 and the next 25 years as I am about the first two and a half decades leading the energy industry. Importantly, as we grow and our industry evolves, we will be ever more focused on affordability. Clean energy remains our long-term priority, but it's important that we also recognize that rising energy costs, driven by coal retirements, natural gas constraints, and low growth, are causing a very real affordability issue, especially for residential and small business customers. The good news is we are well positioned to make sure our customers are getting the most out of the energy transition while ensuring none of the families or small businesses in our communities are left behind. That is because of the strength of our teams and the work we've done and will continue to do.

To that end, let me step back and share some highlights from 2024. We ended the year on a high note with strong financial performance as we delivered across the board on the expectations we laid out for you and our customers, making critical investments that position us for continued success. We achieved strong year-over-year growth in our operating earnings, and in March, the third year in a row, we now have been in the upper half of our guidance range. By deploying $38 billion of capital over the next four years, growing our rate base nearly 7.5%, and earning fair returns on our investments, we expect annualized earnings growth of 5%-7% through 2028. Exelon continues to set industry standards, achieving record performance levels across our operating companies last year.

All of our operating companies achieved top quartile performance in both outage frequency and duration, and ComEd and Pepco Holdings were in the top decile for both, reflecting significant success in outage frequency management, with BGE demonstrating best on record performance for outage frequency. Three of our utilities ended the year ranked in the top five for outage frequency for the fourth year in a row, and all placed within the top eight compared to our industry peers. This performance is underpinned by our steadfast focus on operational excellence and speaks to the high quality of our workforce, which continues to benefit from our efforts to attract, engage, and retain talent, making us a well-recognized employer of choice. These results also underscore the impact of strategic capital investments made with the alignment and support of our regulators, including a comprehensive and proactive approach to preventative maintenance.

This focus on reliability is consistent with our commitment to maintaining a resilient and dependable energy grid. Safety remains our top priority, and we finished the year with all four operating companies achieving top quartile performance on serious injury incident rate. What I have constantly shared with my team, and I want to reiterate here, is that by keeping our safety and reliability performance high, we support the daily activities and essential services of the families and businesses in the regions we serve. With our strategic investments, we are meeting the goals and needs of our communities and creating direct local opportunities for our customers, adding value and contributing to the quality of life for all who live and work in our service areas.

That's something to be proud of, and I am grateful to our teams for their hard work and continued pursuit of excellence in all that we do. Our focus on industry-leading operations, cost management, a broad suite of customer-saving solutions, and advocacy for fair energy policies ensures our customers receive premium value for the investments we make on their behalf. Our updated strategic plan continues to reflect the steady investment growth that each of you should expect from a company that serves more customers than any other pure T&D utility in the U.S., and does so in some of the regions most critical to the nation's economy. In 2024, we invested $7.5 billion to help meet the energy and economic goals of all of our stakeholders, particularly our customers.

We expect to invest $38 billion from 2025- 2028 to support customer needs and bolster reliability, ensuring that our utilities remain a key engine of our jurisdictions' economies. Our investments will create an estimated 70,000 local jobs, and our spend will stay local, with more than $4 billion of our supplier spend sourced from our jurisdictions. With the economy increasingly counting on access to reliable, resilient power, the impact of these investments continues to strengthen. Building off our success, which has resulted in ComEd and PECO being named to Site Selection magazine's top 20 list for U.S. utilities' impact on economic development and ComEd ranking fifth in the nation for data centers and service, we are excited about our growth opportunities. We see 17 GW of incremental high-density load coming to our jurisdictions in the next decade.

With our size and scale, including over 11,000 circuit miles of transmission lines, Exelon is able to attract new customers and better partner with our states to deliver consistent, sustainable growth in our communities. I'm also proud to share that we had strong results in the excellent utility-trusted brand and customer engagement residential survey. BGE, ComEd, Delmarva Power, and Pepco were named to the 2024 list of residential customer champions. Additionally, Pepco received the Business of the Year award in 2024 from the DC Chamber of Commerce. As we celebrate our 25th anniversary, I can proudly say that over the past quarter century, Exelon has had a major impact on the customers and communities we serve. We have evolved into a leading force in the energy industry, rising to solve changing needs, meet new challenges, and drive greater economic opportunity in our communities.

We know there is more yet to do, and we are ready for the challenges and opportunities of tomorrow. Looking ahead, our teams are focused on strategically planning for future growth and success in four key areas: financial, operations, customers, and employees. Concentrating on those north stars, as we call them, will guide us to meet bold goals, enhance shareholder value through operational excellence, and drive innovation, efficiency, and continuous improvement in the years ahead, just as we did in 2024. Last year, I shared a theme across the company: the power of impact. My leadership teams and I made sure that every employee understood that no matter where they sit in the company, they have a role to play in our success. In 2025 and beyond, that commitment to impact remains.

We consider it our responsibility to improve the quality of life for the people in the communities where we live, work, and serve. That commitment continues to be a part of our values as a company and shows up in our workforce development efforts, our partnerships with small businesses, and our employees' participation in community engagement programs. In 2024, our dedicated employees logged over 154,000 hours of service in local communities and donated more than $5.6 million in personal pledges through the Exelon Foundation employee giving campaign and through company matching gifts. That shows that Exelon employees believe in the power of our impact to be agents of change in our jurisdictions, and we will continue to live out those values even as we double down on our obligation to strengthen and grow the company in the years ahead.

The issues impacting our industry are vast, such as meeting the demands of emergent low growth, grid resilience, and energy security. Despite these challenges, I am excited about what we do collectively as the year progresses, to not only navigate but to lead at this pivotal moment in the energy industry. Thank you, as always, for your continued support of our company, our employees, and all the ways we power a cleaner and brighter future for our customers and communities. I will now turn it back to Colette to provide the preliminary vote results. Colette?

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you, Calvin. We have received the following preliminary results. The nine nominees to the board of directors have each received the majority of votes cast, and therefore each has been elected. PricewaterhouseCoopers has been ratified as Exelon's independent auditor for 2025, having received over 89.8% of the votes cast. The 2024 compensation of Exelon's named executive officers has been approved. The proposal received over 89.8% of the votes cast. Final voting results will be included in the final report of the judges of election and filed with the SEC. The results will also be posted on the Exelon website within the next few days.

Paul Bowers
Independent Board Chair, Exelon Corporation

Thank you, Colette. At this time, we will now turn to the Q&A session of the meeting. To allow you time to submit your questions, we will begin with a few questions that were submitted early in advance of today's meeting. Colette, I will now turn it back over to you to present the first question.

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you, Paul. The first question is, has Exelon eliminated their spending on diversity, equity, and inclusion? This has been a divisive undertaking that has cost ratepayers money and has yielded negative results.

Calvin Butler
President and CEO, Exelon Corporation

Colette, as you know, we proudly serve some of the country's largest and most ethnically diverse metropolitan areas, such as Atlantic City, Baltimore, Philadelphia, Washington, D.C., Wilmington, Delaware, and Chicago. We are committed to having the best people lead this company and to delivering the best service while transforming the industry. Our leaders are focused on helping our communities become cleaner, healthier, more economically viable places to live and work, and we believe that our team should reflect the communities that we serve. This helps make us a better company in service of our customers. As I just discussed, our results across a variety of metrics and parts of the business have indicated as much. Top quartile or better reliability, including best on record performance at multiple utilities the last couple of years.

Affordability metrics that stack up well against any of our peers, including customer rates that are 21% below the largest U.S. cities and bills as a percentage of median income that are 19% below the national average. Three years, three years in a row of delivering earnings in the upper half of our guidance range and clear recognition by the rating agencies of the strength of our balance sheet, including a recent upgrade by S&P. I assure you that all of our policies and programs are compliant with the letter and spirit of applicable laws. In doing so, we remain committed to an approach that embraces the benefits of a diverse and inclusive workforce that prioritizes the best outcomes for customers, employees, and shareholders.

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you, Calvin. The next question is, will the company and management declare its opposition to the dismal economic approach and fiscal policy by the current administration in Washington?

Paul Bowers
Independent Board Chair, Exelon Corporation

All the softballs today. Okay.

Calvin Butler
President and CEO, Exelon Corporation

We have a long history of working with policymakers across the political spectrum to advocate for laws and regulations that benefit our customers and ensure they receive reliable, resilient, and affordable service. We know that's what we do. As mentioned, our six utilities have been in existence 799 years collectively. Most recently, whether it's been our engagement around tax policy, our support for fair and equitable policy around data center colocation, or contributions to the dialogue around a host of other policies at the federal or state level that impact our customers, we have demonstrated and will demonstrate our willingness to provide a voice for our 10.7 million customers when it impacts our ability to serve them.

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you. The next question is, how are you managing affordability in light of persistent inflation?

Calvin Butler
President and CEO, Exelon Corporation

Outside of a safe and reliable system, operating a safe and reliable system, this is our number one issue. Despite our robust investment in the system and industry-leading operations, Exelon's customers' electricity bills remain extremely competitive across several benchmarks. Electric bills, as a percent of median income, are on average 18% below the national average. Additionally, the average residential rate in our jurisdictions is 21% below the average of the 20 largest U.S. cities and are also below the national average. I say that to you because we are starting from a position of strength from an affordability perspective. This is all the more impactful because we have delivered tremendous value via an improvement in reliability of 35% over the eight years, those eight years being from 2016- 2024, despite being on pace for a near doubling of frequency in billion-dollar weather events over the last 10 years.

While we strive to keep our bill growth at rates in line with historical inflation, we do have some jurisdictions where it's expected to be more elevated in the near term due to temporary shifts resulting from higher supply costs and external policy changes. We expect that these rate increases will moderate as more generation comes online. With all that we're asking the grid to do and the increasing amount of energy that customers are using via the grid, it may be difficult and unrealistic to expect bills to grow in line with inflation, but we should expect them to get increased value. All of our customers should expect our utilities to deliver them value, including a reduced total share of wallet. These are investments in our jurisdictions that are driving local economies.

On average, our capital investments support eight jobs or $1.6 billion in economic output for $1 million investment. Back up, $1.6 million in economic output for $1 million investment. That's a good return on investment. Our job is to make sure they are getting the most out of the investments needed in the grid, which includes our responsibility to manage our own costs, helping customers save money via energy efficiency and distributed energy resource rebates, supporting our more limited income customers with innovative and expansive customer assistance, and advocating for equitable energy policies, including those to tackle growing energy security needs. All of that is still focused on the customer's wallet, and we recognize that, and it's always at the front of mind.

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you, Calvin. The next question is, where do you see your growth opportunities going forward?

Calvin Butler
President and CEO, Exelon Corporation

We believe that the most compelling growth opportunities for Exelon lie in the expansion and modernization of our transmission system. We have laid out investment opportunities in the transmission system in four broad buckets, so let me just take a moment to walk you through those. First, given our large footprint in some of the oldest regions in the U.S., we will continue to have significant needs around existing infrastructure. For instance, PJM in its study in 2019 found that two-thirds of the transmission system was over 40 years old, with one-third exceeding 50 years and some lower voltage transmission assets nearing 90 years old.

If you assume our 11,000+ miles of transmission are replaced every 40years- 60 years and PJM's estimates of $2 million-$6 million per line required to replace every lower voltage transmission asset, that implies $3 billion-$6 billion of investment every five years just for aging infrastructure. Second, economic development continues to drive opportunity to hook up new load. We already have $5 billion of investment tied to new business in our investment plan today, which has grown from prior plans as a result of the significant increase in high-density load opportunities. We also see at least $1 billion of opportunity in the next five years to connect the remaining 17 GW of high-density load in our pipeline. Third, as the supply and demand balance tightens and current planning approaches need to become more expansive in solving their energy supply needs, collaboration across RTOS will grow increasingly necessary.

This is evidenced by the $1 billion-plus opportunity in MISO we have identified for commitment to support RTO seam interconnections, which is not yet in our plan. This also further supports us participating in competitive bids in MISO for the additional $6 billion of projects in 2025 for projects and service over the next decade. The fourth one and finally, the need for new generation will drive additional transmission needs, much like the Brandon Shores and Tri-County projects that are in our plan. PJM's annual reliability-focused RTEP and biennial market efficiency windows offer opportunity to connect additional load or support public policy in jurisdictions such as Illinois, which requires 40% renewable energy by 2030 and 50% by 2040. In fact, we estimate billions of transmission investment required by 2035 as our planners look at potential impacts to support Illinois' economic and energy policies.

Colette Honorable
Chief Legal Officer and Corporate Secretary, Exelon Corporation

Thank you so much, Calvin. At this time, I'll turn the meeting back over to Paul.

Paul Bowers
Independent Board Chair, Exelon Corporation

Okay. Thank you, Colette. This now concludes the Q&A portion of today's meeting. As noted, any appropriate questions that we were not able to address on today's call, we will answer in writing and post on the investor relations section of our website. This concludes Exelon's 25th annual meeting of shareholders. We appreciate your support of Exelon, and thank you for joining us today. The meeting is now adjourned.

Operator

This now concludes the meeting. Thank you for joining, and have a wonderful rest of your day.

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