Welcome to the 2026 annual meeting of shareholders for Exelon Corporation. Our host for today's call is W. Paul Bowers, Chairman of Exelon's Board of Directors. I will now turn the call over to your host. Mr. Bowers, you may begin.
Well, thank you, and good morning. The 26th annual meeting of the Exelon Corporation shareholders will now come to order. My name is Paul Bowers, and I am Chairman of the Exelon Board of Directors. I am honored to welcome you to today's meeting. With me today is Calvin Butler, Exelon President and CEO, and Colette Honorable, Executive Vice President, Chief Legal Officer, Compliance, and Corporate Secretary. Like each of you, Exelon Board of Directors are attending today's meeting virtually. Also with us today are a number of our executive officers that are available to answer your questions during the Q&A portion of the meeting. Before we begin, I direct your attention now to the slide shown, which provides 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 forward-looking statements are discussed in Exelon's 2025 annual report on Form 10-K. This year, we are again hosting our annual meeting online. We do this to make our meeting accessible to all shareholders, including those unable to travel for an in-person meeting. We want all our shareholders to have the ability to participate and, most importantly, to 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 will be addressed during the Q&A portion of today's meeting.
Any appropriate questions that are not addressed will be answered and posted on our website after the meeting. You will also see a vote button on your screen. The polls are now open. 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 D. Honorable will now report on the rules of conduct and legal requirements of our meeting. Colette.
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 Shareowner 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 Communication 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 elections. They are Linda A. Piscadlo of American Election Services and Sharon Ng of Exelon's Office of Corporate Governance. The judges report that more than 89% 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.
Well, thank you, Colette. On the basis of the corporate secretary's report, the meeting is properly called to order. Let's now turn to the business of our meeting. There are 3 items of business on the ballot today. The board of directors recommends that you vote in favor of each proposal. Colette, will you now present each item of the business?
Thank you. 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. Biographies for each of our director nominees are presented in the proxy statement beginning at page 15. The second item of business is the ratification of PricewaterhouseCoopers as Exelon's independent auditor for 2026. 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, our accounting policies and practices, and internal control over financial reporting.
The proxy statement, beginning on page 35, details the process that management used to evaluate the independence, qualifications, compensation, and performance of PwC. This evaluation was the basis for the Audit and Risk Committee and board's retention of PwC and recommendation to shareholders to ratify its selection of PwC as Exelon's independent auditor for 2026. The third item of business is the say on pay vote. This is an advisory vote regarding the 2025 compensation for Exelon's named executive officers. Details about the compensation program are disclosed in Exelon's proxy statement beginning on page 40, along with a discussion of Exelon's pay for performance philosophy, including the alignment of our incentive compensation goals with the company's overall business strategies.
Well, thank you, Colette. Most 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 pause briefly for a final voting, after which polls will be closed. At this time, the polls are now closed. Thank you for voting. Now it's time to turn the meeting over to Mr. Calvin Butler, our President and CEO of Exelon, to make a few comments about Exelon's strategy and outlook. Calvin?
Thank you, Paul. I'm glad to be here with all of you to share my excitement about another year of impact at Exelon. Last year, we celebrated 25 years proudly delivering safe, reliable, and affordable energy to nearly 11 million customers across the Midwest and Mid-Atlantic. During this year's celebration, we advanced on our path of operational excellence and community impact, reinforcing what defines Exelon, a deep and enduring commitment to the communities we are privileged to serve and strengthen through our presence. Thanks to the hard work and dedication of our 20,000-plus team members, we provided real value to our customers, meeting or exceeding our commitments. We maintained a relentless focus on safety, reliability, and affordability while delivering disciplined financial results. Since 2021, we've achieved 7.4% annual adjusted operating EPS growth, reflecting our consistent execution even as the industry undergoes rapid change.
With a $41.3 billion 4-year capital plan and 7.9% expected rate-based growth, we are well-positioned to deliver annualized earnings growth near the top end of 5%-7% through 2029. I'm also proud to say that our operating companies rank among the top performers nationally for electric reliability as benchmarked against our peers. We're first, second, fourth, and seventh, reflecting years of sustained investment in grid resilience and modernization. This performance underscores the strength of our strategy and our commitment to prudent capital allocation, strong governance, and long-term value creation. Reliable service is foundational to everything we do. Investments in grid infrastructure and operational readiness supported last year's strong reliability performance, even as system demands intensified while safety remained non-negotiable across our operations.
I am as excited about the growth and potential of our next 25 years as I am about our first two and a half decades leading the energy industry and our operating companies' 800-plus years of combined history. As we grow, our industry evolves. We are facing unprecedented headwinds and challenges that are shaping the future of energy in ways we've never seen before. Increasing electricity demand, ballooning load growth, and surging supply costs are causing a real affordability issue, especially for residential and small business customers. In short, strong demand and constrained supply are driving costs up. That's why we are ever more focused on addressing the affordability challenge. How we respond in today's high supply prices coupled with historic demand growth will define the energy sector for the next generation.
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's because of the strength of our teams and the work we've done and will continue to do. One important way we've stepped up is with a clear, comprehensive response to the challenge of affordability, The Exelon Promise. The Exelon Promise brings together everything we're doing to keep energy affordable, protect customers, and build long-term solutions. The intensity and scale of these efforts is what this moment demands, and that's what this plan is designed to deliver. For example, we remain focused on controlling expenses and managing costs responsibly to help limit long-term cost pressures.
We offer targeted relief and community support through the launch of the Customer Relief Fund, an industry-leading initiative that provided $60 million to nonprofit partners and delivered bill assistance to more than 100,000 low- and middle-income customers to date. As demand growth accelerates, we are focused on developing innovative protections for all customers, ensuring that costs are allocated to those driving load growth, not our residential and small business customers. This discipline, for example, guided the implementation of a first-of-its-kind FERC-approved Transmission Security Agreement that ensures that cost responsibility is shared fairly with developers. Still, we know there is work yet to do. We must keep pushing for long-term solutions from the transmission security agreements I just mentioned to PJM market reforms to regulated generation, all aimed at easing the strain on our customers while securing the future of clean, reliable, and affordable energy.
Our focus on top-tier 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. That is The Exelon Promise. Our people are the foundation of our success, and this year we made significant strides in strengthening our culture and our position as an employer of choice. Last fall, I had the honor and privilege of ringing the Nasdaq opening bell in celebration of our 25th anniversary. An amazing moment made even better because I had W. Paul Bowers by my side, as well as several executive committee members and employees who have been at Exelon or one of our operating companies for 25 years or more.
I was moved to hear their stories about why they stay at Exelon, including, among other things, a culture of excellence, values they believe in, and a commitment to a shared mission. Their story and our story together is one of impact. Our commitment to talent and community impact was recognized nationally with the 2025 Center for Energy Workforce Development Chair's Award for Workforce Development Leadership, our fourth time receiving this honor in five years. ComEd also won the Center for Energy Workforce Development Community Champions Award, marking the fifth year in a row that one of our operating companies has been recognized. Since 2019, we have helped nearly 2,600 people secure family-supporting careers both within and beyond Exelon through our workforce development efforts. That's something that I'm truly proud of.
I am also eager to share that in 2025, our employees again demonstrated their commitment to our values through 156,000 volunteer hours and nearly $3 million in charitable giving. I am also honored that Exelon reinforced its position as an industry leader in innovation, earning 3 prestigious awards from Public Utilities Fortnightly, including the Edison Pioneers Top Innovator Award. Innovation is critical to enabling continued improvements in reliability, efficiency, and customer experience. This past year, we advanced our AI strategy, applying machine learning and generative AI to improve our operational efficiency and customer interactions. In addition, we have advanced clean energy projects such as solar-powered smart grid base stations and expanded access to rooftop and community solar to give customers more clean energy options. Over the past 2 years, the guiding thread theme across our company has been the power of impact.
The 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 2026 and beyond, that commitment to impact remains. This year we will focus on how we realize the power of our impact through greater alignment across the enterprise. We will be spending time this year working to understand how we better align to manage our business, what an exceptionally high-performance culture looks and feels like, how we continue to evolve our business model given the changing industry and political landscape. Finally, how we do all of that while staying squarely focused on customers, specifically on affordability and on the solutions we need to address this critical issue. We know that leadership matters.
As we continue implementing our long-term strategic plan, we are deliberately evolving our leadership bench to support growth, innovation, and risk management. We are hiring and promoting talented people who expand our perspective, challenge our thinking, and raise our standard of excellence. Our board and management team are focused on talent development, organizational alignment, and succession planning to ensure our company is prepared not just for today's challenges, but for decades to come. We are equally proud of our frontline team members whose dedication, expertise, and commitment make our performance possible every day. It's because of those dedicated team members that Exelon ranked third among electric and gas utilities on Fortune magazine's World's Most Admired Companies list and also earned spots on Fortune's list of America's Most Innovative Companies and Time magazine's list of World's Best Companies.
Exelon and its operating companies were also recognized by the Edison Electric Institute for exceptional emergency response and storm restoration efforts, reflecting the dedication and expertise of our frontline teams and our commitment to reliable service when customers need it most. It means something that our performance and culture drew significant recognition in 2025. More pointedly, that performance and culture are key to delivering value to our customers and to you, our shareholders. Our tightly aligned business strategy reflects our responsibility to you as shareholders, stewarding this company with foresight, continuity, and strong governance. That strategy continues to reflect the steady investment growth that each of you should expect from a company that serves nearly 11 million customers, more than any other pure T&D utility in the United States, and does so in some of the regions most critical to this nation's economy.
Our future is one of opportunity and responsibility. In 2026, we will remain focused on affordability, reliability, and safety. We will continue making prudent investments and managing risk thoughtfully to support long-term growth and create value for you, our shareholders, and the customers and the communities we serve. We are now 25 plus years in, and as I mentioned earlier, that's actually more than 800 years if you count all the combined years of service of our legacy companies. We have what it takes to lead the energy transformation, and we are reshaping what it means to be a utility in a changing world. We are working to ensure that families and businesses have the affordable power they need when they need it, and that we deliver that power while doing all we can to ensure our communities are stronger and more resilient.
The issues confronting our industry are significant, and they aren't going away anytime soon. The next few years will test each of us, but we are ready for the challenges and opportunities of tomorrow. I am excited about what Exelon can do as this year unfolds to not only navigate, but to lead at this pivotal moment in the energy industry. Thank you and as always for your continued support of our company, our employees, and all the ways we work to realize the power of our impact on our customers and communities. I will now turn it back to Colette to provide the preliminary vote results. Colette.
Thank you, Calvin. We have received the following preliminary results. The 9 nominees to the board of directors have each received a majority of votes cast, and therefore, each has been elected. PricewaterhouseCoopers has been ratified as Exelon's independent auditor for 2026, having received over 88.9% of the votes cast. The 2025 compensation of Exelon's named executive officers has been approved. The proposal received over 90.4% 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.
Well, thank you, Colette. At this time, we will now turn to the question and answer period of this call. To allow you time to submit your questions, we will begin with a few questions that were submitted in advance of today's meeting. Colette, I'll now turn it back to you to present some of the questions that were presented.
Thank you, Paul. The first question is: How are you managing affordability in light of the high bills customers are seeing across PJM?
This is Calvin, thank you for the question. Affordability is foundational to how we lead this company. I and the leadership team take very seriously what customers are experiencing across PJM right now. There's no question that bills are being pressured by factors largely outside of our control: rapid load growth, tight supply, and PJM market dynamics that have not kept pace with the energy transition. What is in our control is how we respond, and that's where Exelon is leaning in. First, we're holding ourselves accountable. We've kept a tight grip on our own costs, maintaining disciplined operations and nearly flat O&M over multiple years. Customers should not be paying for inefficiency, and we are focused on continuing to manage our costs below historic inflation.
At the same time, we continue to invest prudently in reliability because failing to do so only creates higher costs and greater disruption down the road. Second, we are leading, not observing. When it comes to fixing the underlying issues in PJM, we've been outspoken and active in pushing for market reforms that address the supply imbalance driving these costs. That includes supporting the extension of the capacity market price cap, advocating for market reforms to allow for faster interconnection, and establishing first-of-its-kind Transmission Security Agreements to ensure our customers are protected from potential cost shifts. Now, these are real solutions aimed at bringing costs down over time, not shifting them around. We are committed to working with all of our stakeholders to advance policies that strengthen energy security as quickly and cost-effectively as possible.
It is going to require an all-of-the-above strategy that includes utility-generated, demand-side, and merchant solutions. Third, we are standing with customers right now. Across our utilities, we're expanding access to bill assistance, payment flexibility, and targeted relief for those who need it most, including that $60 million Customer Relief Fund of direct assistance. This is a core part of the Exelon Promise, making sure that as demand grows and the system evolves, affordability and equity remain front and center. Finally, we're focused on the long game. The most durable solution to affordability is building the right infrastructure, transmission, distribution, and generation in the right places, at the right pace, and at the lowest reasonable cost.
That's how, over time, we've been able to maintain customer rates 19% below the largest U.S. cities, while also saving customers over $1 billion of avoided outage costs through our investments. That's also how we support economic growth, enable electrification, and protect customers over the next decade and beyond. While we don't control market prices, we do control how we lead, and we're leading with discipline, advocacy, and a deep commitment to keeping energy reliable, affordable, and accessible for the communities we serve.
Thank you, Calvin. The next question is: There seems to be a lot of noise coming from legislators and regulators across your jurisdictions. How do you think about growth given the affordability concerns that have been highlighted across your jurisdictions? Calvin.
It's a fair question, and I'll start by saying that what you're hearing from legislators and regulators reflects how central affordability and growth have become to the energy conversation right now. We are a fully regulated company, and therefore engagement is part of the job. I don't view that engagement as noise. I view it as an opportunity to make sure growth is done the right way. From our perspective, growth and affordability should not be in conflict. In fact, they're tightly linked. The biggest affordability risk over the long term is failing to invest in the infrastructure needed to support demand growth reliably and efficiently. When supply doesn't keep up with demand, customers will ultimately pay more, and we're seeing that dynamic play out today in PJM. Our approach to growth is very deliberate.
We're focused on targeted high-value investments, modernizing the grid, strengthening transmission, and supporting new supply where it's needed while maintaining strong cost discipline. That's how we enable growth that improves reliability, supports economic development, and puts downward pressure on costs over time. The clearest and most durable growth opportunity for Exelon is in transmission. Transmission has already become a larger part of our current capital plan, and we see additional opportunities in the future, reflecting the reality that a stronger grid is essential to reliability, resilience, and keeping long-term costs in check. These investments support the policy goals across our jurisdictions and help move lower cost power more efficiently to customers, which is critical in an environment like PJM. At the same time, we're working closely with policymakers and regulators to ensure that all large new loads contribute fairly.
Market rules are modernized, reforms actually address the root cause of cost pressure rather than shifting costs to existing customers. That alignment is critical to sustaining both affordability and investor confidence. Finally, we're very clear that growth has to be balanced with near-term customer impacts. That's why we continue to manage our own costs tightly, support customer assistance programs, and advocate for market solutions that bring more supply online faster. When I think about growth, I think about durable growth. Growth that strengthens the system, supports customers, earns regulatory trust, and creates long-term value for shareholders. That balance is exactly how we've led this company, and it's how we'll continue to lead it going forward.
Thank you, Calvin. The next question is: What is the ratio of executive compensation to the earnings of other classes of employees? What benefits could all other employees of Exelon receive if compensation were more equitable? What benefits might customers receive if executives were given a more reasonable salary and benefits package? Would you take this one, Paul?
Yeah, Colette. Thank you. I will. Thank you for the question. Let's talk about the ratio first. Exelon CEO to median employee pay ratio is 103 to 1, which is in line with the utility norm, when you look at the averages, but it's far below the S&P 500 average. The executive compensation structure is the responsibility of the board of directors and more specifically, our Talent Management and Compensation Committee. Executive compensation is primarily long-term, performance-based, aligning leadership and rewards with sustainable results rather than short-term gains. Our approach ensures competitive pay and benefits across the workforce while maintaining accountability at the top. Executive compensation is not a driver of customer rates.
By keeping pay at medium peer levels and tying incentives to safety, reliability, and cost discipline, we support both employees and customers through our long-term value creation and strong customer outcomes.
Thank you, Paul. The next question: How does the war in the Middle East affect Exelon? Calvin.
Sure. Our perspective is firmly grounded in what it means for the customers we serve and the long-term value of this company. For Exelon, the most direct consideration is affordability for the customers and the communities we serve. While Exelon does not procure fuel or have any direct exposure to the region, conflict can lead to volatility in fuel markets. That volatility can influence wholesale power prices, and over time, those pressures can affect customer bills. Keeping energy affordable, especially during periods of broader economic uncertainty, is central to our mission and to the trust customers place in us. That's why our strategy emphasizes disciplined planning, regulatory coordination, and long-term investments that strengthen the system while managing costs responsibly. We work constructively with our regulators to ensure that necessary investments are paced appropriately and that costs are transparent and aligned with customer value.
We also closely monitor for supply chain disruptions, particularly for critical grid equipment. While our exposure is limited, given primarily domestic sourcing and longstanding supply relationships, we actively manage timing, inventory, and procurement to avoid unnecessary cost pressures. These efforts are designed to keep projects on track without compromising affordability. Through periods of global uncertainty, our approach remains consistent. We stay focused on reliability, we stay disciplined on cost, and we stay committed to doing everything we can to deliver safe, reliable, and affordable service to our customers.
Thank you, Calvin. There are no additional questions at this time. I'll turn the meeting back over to Paul.
Thank you, Colette, and thank you, Calvin, and thank you for your comments about this company's great success and our future in terms of our strategy direction. This now concludes the Q&A portion of today's meeting. As noted, any appropriate questions that were not able to be addressed in today's call will be answered in writing and posted on the investor relations section of our website. This concludes Exelon's 26th annual meeting of shareholders. On behalf of the Board of Directors, we are honored to serve you, our investors. We appreciate your support of Exelon, and we thank you for joining us today. This meeting is now adjourned.
This now concludes the meeting. Thank you for joining, and have a pleasant day.