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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 (Amendment No. )

Filed by the Registrantx   Filed by a Party other than the Registrant¨

Check the appropriate box:

Exelon Corporation

EXELON CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Notice of the Annual Meeting of Shareholders and 2019 Proxy Statement

March 16, 201620, 2019

NOTICE OF THE ANNUAL MEETING

AND 2016 PROXY STATEMENT

To the shareholders of Exelon Corporation:

Our annual meeting of shareholders will be held on Tuesday, April 26, 2016 at 9:00 a.m. Eastern Time in Energy Hall at PECO Energy Company headquarters, 2301 Market Street, Philadelphia, Pennsylvania to:

Logistics

1)

When Tuesday, April 30, 2019, at 9:00 a.m. Eastern Time

Where Hotel Du Pont located at 42 West 11thStreet, Wilmington, Delaware

Who Can Vote Holders of Exelon common stock as of 5:00 p.m. Eastern Time on March 4, 2019 are entitled to receive notice of the annual meeting and vote at the meeting

Items of Business

			Board Recommendation			Page
1	Elect director13 Director nominees named in the proxy statement;statement			FOReach Director nominee		► 8

2)2

Ratify appointment of PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2016;2019

FOR

► 27

3)3

Approve Say on pay: advisory vote on the compensation of our named executive officers as disclosed in the proxy statement;

FOR

► 29

Shareholder Proposal from Burn More Coal

5)

Conduct any other business that properly comes before the meeting.

AGAINST

► 60

Shareholders of record as of March 4, 2016 are entitled to vote atwill also conduct any other business properly presented before the annual meeting.

On or about March 16, 2016, we will mail to our shareholders a Notice Regarding the AvailabilityThe Board of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials we are lowering the costs and reducing the environmental impact of our annual meeting.

Bruce G. Wilson

Senior Vice President,

Deputy General Counsel and Corporate Secretary

Your vote is important. We encourage you to vote promptly.

Internet and telephone voting are available through 11:59 p.m.

Eastern Time on April 25, 2016.

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Proxy Statement Summary

We are providing these proxy materials in connection with the solicitation by the board of directors of Exelon Corporation (“Exelon,” the “company,” “we,” “us,” or “our”), a Pennsylvania corporation, of proxies to be voted at our 2016 annual meeting of shareholders and at any adjournment or postponement. The annual meeting of shareholders will take place on April 26, 2016 at 9:00 a.m. Eastern Time in Energy Hall at PECO Energy Company headquarters, 2301 Market Street, Philadelphia, Pennsylvania.

MATTERS FOR SHAREHOLDER VOTING

At this year’s annual meeting, we are asking our shareholders to vote on the following matters:

Proposal 1: Election of Directors

The board of directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 1-18 for further information on the nominees.

Proposal 2: Appointment of PricewaterhouseCoopers LLP as independent auditor for 2016

The board of directors recommends a vote FOR this proposal. See page 40 for details.

Proposal 3: Advisory Approval of Executive Compensation

The board of directors recommends a vote FOR this proposal. See page 41-87 for details.

Proposal 4: Approve Management Proposal to Amend Exelon’s Bylaws to Provide Proxy Access

The board of directors recommends a vote FOR this proposal. See pages 88-91 for details.

The board of directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies intend towill vote on thesesuch matters in the best interest of all shareholders. Your signed proxy card gives this authority to Darryl M. BradfordThomas S. O’Neill and Bruce G. Wilson.Carter C. Culver.

Please refer to the materialAdvance Voting(before 11:59 p.m. Eastern Time on pages 94-97 for information about how to cast your votes, who may attend the meeting, and other frequently asked questions.

April 29, 2019)

Use the internet at www.proxyvote.com 24 hours a day

Call toll-free 1-800-690-6903

Mark, date, sign and mail your proxy card in the postage-paid envelope provided

Date of Mailing:On or about March 20, 2019, these proxy materials and our annual report are being mailed or made available to shareholders.

Shareholders of Record:As of March 4, 2019, there were 969,952,166 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.

Thomas S. O’Neill
Senior Vice President,
General Counsel and Corporate Secretary

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Proxy Statement Summary	This summary highlights selected information about the items to be voted on at the annual meeting of shareholders. This summary does not contain all of the information that you should consider in deciding how to vote. Please read the entire proxy statement before voting.

About Exelon: An Industry Leader

$23B Being invested in utilities through 2022 for the benefit of our customers			Exelon is a FORTUNE 100 company
Exelon CorporationNotice of the Annual Meeting and 2016 Proxy Statement
iii$36B Operating revenue in 2018			#1 zero-carbon energy producer in America	33,500 employees
More than 32,000 MW total power generation capacity			Customer load served	10M Smart meters installed
Exelon’s utilities serve 10M electric and natural gas customers, the most in the U.S.			$51M In 2018, Exelon gave more than $51 million to charitable and community causes
~2M Exelon’s Constellation business serves residential, public sector and business customers			11,470 transmission line miles for utilities

Note: All numbers reflect year-end 2018

2     Exelon 2019 Proxy Statement

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Proxy Statement Summary

GOVERNANCE HIGHLIGHTS

Exelon is committedAmerica’s Leading Energy Provider

We are the nation’s leading competitive power provider and a FORTUNE 100 company that works in key facets of the power business: power generation, competitive energy sales, transmission and delivery.

The Exelon Family of Companies

Generation		Energy Sales & Service		Transmission & Delivery
Exelon is the largest competitive U.S. power generator, with more than 32,000 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets and the largest producer of zero-carbon energy in the U.S.		The Company’s Constellation business unit provides energy products and services in competitive markets to approximately 2 million residential, public sector and business customers, including more than two-thirds of the Fortune 100.		Exelon’s utilities deliver electricity and natural gas to approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Delmarva Power, Pepco, ComEd, BGE, Atlantic City Electric and PECO subsidiaries.

Learn more atwww.exeloncorp.com

Our Strategy

As the energy industry undergoes rapid changes, Exelon is executing a strategy to maintainingembrace those changes while growing the highest standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintainCompany. We’re making investments to meet the trust and confidenceneeds of our investors, employees, customers regulatory agencies and other stakeholders. Our corporate governance practices are describedtargeted investments in more detail on pages 19-33 and in our Corporate Governance Principles which are available onpromising technologies with the potential to reshape the energy landscape.

The Exelon website atwww.exeloncorp.com on the corporate governance page under the Investors tab.

Strategic Plan

Director IndependenceGrow our Regulated Utilities Business to benefit customers and provide earnings stability to our investors.

Focus on Cash Flow •to support utility growth while reducing debt.  12

Optimize Exelon Generation value by seeking fair compensation for the zero-carbon attributes of our 13 nominees are independent. •  Our CEO isfleet, closing uneconomic plants, monetizing assets and maximizing the only management director. •  During 2015, allvalue of our board committees (exceptfleet through our generation to load matching strategy.

Retain a Strong Balance Sheet with all businesses meeting investment grade metrics through the generation oversight committee2022 planning horizon.

Return Cash to Shareholders and investment oversight committee) were composed exclusivelymeet Capital Allocation Priorities with 5% dividend growth annually through 2020(1)while prioritizing organic utility growth and debt reduction.

Learn more athttp://www.exeloncorp.com/company/business-strategy

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Proxy Statement Summary

2018 Performance Highlights

“2018 was another record-breaking year for Exelon, with our Utility and Generation businesses demonstrating best-ever performances in multiple categories thanks to the hard work of our employees, who also surpassed their previous record for volunteerism. Our ongoing strategy to invest in advanced technology and infrastructure resulted in improved resiliency, reliability, and customer satisfaction at our electric and gas companies. In 2019, we will grow our dividend by 5 percent and seek fair compensation for the zero-carbon power that our nuclear fleet provides. We will also modernize the electric grid to address the challenges of climate change and provide customers with clean, affordable power.” Christopher Crane, CEO

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Proxy Statement Summary

Measuring our Performance: How Exelon is powering a cleaner and brighter future for our customers and communities

We believe that reliable, clean, and affordable energy is essential to a brighter, more sustainable future. That’s why we’re committed to providing innovation, best-in-class performance and thought leadership to help drive progress for our customers and communities.

We bring our vision to life by adhering to five core values. 2018 highlights include:

	We are dedicated to safety
	●Exelon continued to maintain a first-decile OSHA recordable rate in 2018 as compared to the Edison Electric Institute (EEI) company benchmark. ●Exelon continues to engage with the National Safety Council and the Campbell Institute to drive best practices development and benchmarking. ●Nonetheless our performance was not at the level we target, and we have increased focus on prevention of serious injuries and fatalities through partnerships with EEI, the Electric Power Research Institute, and the Campbell Institute. ●Exelon continued efforts in 2018 to utilize new technologies and business information and data analytics to drive safety performance improvement.
	We actively pursue excellence
	●Exelon has been named to the Dow Jones Sustainability North America Index for 13 consecutive years. ●Exelon Generation is the largest zero carbon generator in the United States with the lowest carbon intensity out of the 20 biggest investor owned generation companies in the United States. ●Exelon is the largest producer of zero-carbon energy in the United States, responsible for one-ninth of all clean energy produced. ●All four Exelon utilities ended the year in the top quartile for SAIFI (outage frequency) and all utilities demonstrated strong performance in CAIDI (outage duration) and customer satisfaction.
	We innovate to better serve our customers
	●Exelon hosted its seventh Innovation Expo in Washington, D.C. to engage employees and stakeholders around new technologies and innovation. Over 3,300 attended the Expo and 270 employees presented ideas for technology and innovation applications for Exelon. ●Through December 2018, Exelon utilities had upgraded over 10 million smart electric and gas meters, aiding system efficiency and reliability and more rapid recovery after storm events. As a result, over 1.1 million connect/disconnect service trips were also avoided by smart meters in 2018, saving time and cost and avoiding associated service vehicle GHG emissions. ●In 2018, Constellation Distributed Energy’s portfolio grew to 484 Megawatts, 78% of which was solar. ●Exelon Utility customers saved 21.9 million MWh and avoided 9.9 million metric tons of CO2e.
	We act with integrity and are accountable to our communities and the environment
	●Exelon corporate and Exelon Foundation giving totaled more than $51 million in 2018. ●Exelon Employees volunteered almost 241,000 hours and contributed nearly $13 million to charity. ●Exelon operations-driven GHG emission reduction goal to reduce 15% from a 2015 baseline by 2022 is on track. ●Exelon scored A- on the 2018 CDP Water Survey, the highest level achieved by a United States electric utility. ●Exelon scored A- on the 2018 CDP Climate Survey, the highest level achieved by a United States electric utility. ●Exelon has over 32,500 acres managed under Wildlife Habitat Council and/or National Wildlife Federation certifications.
	We succeed as an inclusive and diverse team
	●Exelon adopted the Equal Pay Pledge in 2016. As part of this commitment, Exelon ensures extensive annual reviews are completed including an internal review of hiring and promotion processes and an independent third party review of gender pay levels. In addition, Exelon joined the United Nations HeForShe campaign in 2017. ●Exelon implemented an industry-leading enhanced paid leave policy for new parents in 2017. ●Through Exelon’s University Intern Program, we hire hundreds of professionals and technical interns each summer, which helps to build our talent pipeline by attracting young, diverse candidates. ●Our diversity and inclusion efforts have been recognized by organizations, including Exelon being named to the DiversityInc Top 50 Companies for Diversity and as one of the Human Rights Campaign Best Places to Work. Exelon also received the G.I. Jobs Military Friendly Employer Award.

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Proxy Statement Summary

6       Exelon 2019 Proxy Statement

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Board and Corporate Governance Matters

Board Leadership	Proposal 1: Election of Directors
	•The positions of Chairman and CEO are separated. Our Chairman is independent.
Executive Sessions		•  The independent directors regularly meet in executive sessions without management.
Corporate Governance Committee collaborates with Exelon’s Board Oversight of Risk Management		•  Our board reviews Exelon’s systematic approachChair to identifying and assessing risks faced by Exelon and our business units. •  The board considers enterprise risk in connection with emerging trends or developments and the evaluation of capital investments and business opportunities. •  The board’s finance and risk committee oversees our risk management strategy, policies and practices and financial condition and risk exposures.
Stock Ownership Requirements		•  Our independent directors must hold at least 15,000 shares of Exelon common stock within five years after joining the board. •  Our CEO must, after five years of employment, hold Exelon Common Stock valued at six times base salary. •   Executive vice presidents and higher officers must, within five years after employment or September 30, 2012, hold Exelon Common Stock, valued at three times base salary.
Board Practices		•  Our board annually reviews its effectiveness as a group. •  Continuing director education is provided during regular board and committee meetings. •  Directors may not stand for election after age 75.
Accountability		•  All directors stand for election annually. •  In uncontested elections, directors must be elected by a majority of votes cast.
Board Diversity		•  Directors representdetermine the appropriate mix of skills and characteristics required to best fillthat our Board requires. The Board has determined that the needscurrent composition and size of the board in lightBoard is appropriate for Exelon, considering the Company’s size, geographic scope, and need to access a wide range of Exelon’s strategic direction. •   3views and backgrounds to reflect the diversity and complexity of our business and the markets and communities we serve. There are 13 directors (23%) are female. •  2 of 13 directors (15%) are minorities.nominees for Director at the 2019 annual meeting.

Proxy Statement Summary

2015 EXECUTIVE COMPENSATION HIGHLIGHTS

1 STRONG FINANCIAL AND OPERATIONAL PERFORMANCE

•

Exelon Generation had exceptional plant performance, including world class nuclear capacity factor of nearly 94 percent, power dispatch match of almost 99 percent, and wind and solar energy capture of close to 96 percent, while Constellation’s load business outperformed expectations, experiencing growth in both our power and gas portfolios.

2 STRONG PAY FOR PERFORMANCE ALIGNMENT ON 2013-2015 PERFORMANCE SHARE AWARD PAYOUTThe Exelon Board of Directors

3 CEO TARGET TOTAL DIRECT COMPENSATION (TDC) INCREASED SLIGHTLY FROM PRIOR YEARDirector Qualifications and Nomination

4 KEY STRATEGIC INTIATIVES

Proxy Statement Summary

5 COMMITMENT TO SHAREHOLDER ENGAGEMENT

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Cautionary Statements Regarding Forward-Looking Information

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2015 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 23 and (2) other factors discussed in filings with the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this proxy statement.

Election of Directors

PROPOSAL 1: ELECTION OF DIRECTORS

The corporate governance committee regularly assesses the size of the board of directors. The committee believes that the current size of the board is appropriate for Exelon, considering the size and geographic scope of the company and our need to access a wide range of views and backgrounds to reflect the diversity and complexity of our business and the markets we serve. In recent years, the size of the board has ranged from 13 to 15. With the retirement of John Canning at the 2016 annual meeting, there are 13 nominees for director.

The board of directors held eight meetings during 2015. The board also attended a two-day strategy retreat with the senior officers of Exelon and subsidiary companies. All directors attended at least 75% of all board and committee meetings that they were eligible to attend, with an average attendance of approximately 96.38% across all directors for all board and committee meetings. Although Exelon does not have a formal policy requiring attendance at the annual shareholders meeting, all directors generally attend the annual meeting and all directors attended the 2015 annual shareholders meeting.

DIRECTOR QUALIFICATIONS AND NOMINATION

Exelon believes that effective development and executionEffective oversight of Exelon’s strategic direction requires our Board to be composed of diverse individuals who possess attributes and core competencies important to our Company. The Corporate Governance Committee identifies and recommends Director nominees for election to the Board and periodically retains a board search firm to assist with the identification of directorspotential candidates.

The Board values the diversity of thought that includes individuals who bring diverse experiences, skills,arises from Directors possessing different backgrounds, viewpointsgender, age, race, and perspectives in order to represent effectivelygeographic experiences. The Board also deeply values the long-term interests of the publicenhanced and our shareholders. The board of directors seeks to maintain an appropriatethoughtful deliberations resulting from a balance of diversity, skillsshort- and tenure on the board. Freshlong-tenured Directors who provide a mix of fresh perspectives and new ideas are essential to maintain a nimblewith deep and strategic board, while long-serving directors can bring important experience to board deliberations.utility, regulated industry and business cycle experiences.

The corporate governance committee serves as the nominating committee and recommends director nominees. The board of directors receives the proposed nominations from the corporate governance committee and approves the nominees to be included in the Exelon proxy materials that are distributed to shareholders. The board believes that cognitive diversity among directors is an important consideration in selecting candidates for nomination. When considering candidates, the corporate governance committeeCorporate Governance Committee and the full board take into account each candidate’s race, ethnicity, gender, age, cultural background, professional experience and other attributes relevant to our business and strategy. The corporate governance committee and the full boardBoard determine the appropriate mix of skills and characteristics required to best fillmeet the needs of the boardBoard as a whole, taking into account the short- and periodically reviewlong-term strategies of the Company to determine the current and updatefuture skills and experiences required of the criteria as deemed necessary in light of Exelon’s strategic direction.Board. All candidates are considered in light ofshould demonstrate the following standards and qualificationsattributes to qualify for director that are contained in the Exelon Corporate Governance Principles:

Board service:

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Board and Corporate Governance Matters

And in addition, the Board as a whole, should reflect core competencies in the following areas that are described below in our skills matrix. The satisfaction of these criteriamatrix identifies the primary skills, core competencies and other attributes that each independent Director brings to bear in their service to Exelon’s Board and Committees. Each Director possesses numerous other skills and competencies that are not identified below, however, we believe identifying primary skills is assessed by the corporate governance committee and the board. Alla more meaningful presentation of the nominees for director meetkey contributions and value that each independent Director brings to their service on the standards listed above. In addition, all of the nominees demonstrate an appreciation for diversity among directors.Board and to Exelon shareholders.

SUMMARY OF INDIVIDUAL DIRECTOR PRIMARY SKILLS, CORE COMPETENCIES AND OTHER ATTRIBUTES

The following matrix identifies theprimary skills, core competencies and other attributes that each independent Director brings to bear in their service to Exelon’s Board and Committees.

Accounting– Accounting and financial reporting experience are important to accurately and transparently measure and report financial and operating performance, ensure compliance with applicable law and assess financial merits of strategic opportunities.

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Finance– Corporate finance and capital management experience is important to effectively oversee the financial affairs of Exelon’s businesses and operations.

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Executive– CEO/executive management leadership skills are important to gain a practical understanding of organizations, corporate governance, and drivers of individual growth and development.

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Compensation– Human capital management and executive compensation knowledge and experience help Exelon recruit, retain, and develop key talent essential to Company operations.

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Technology– Innovation and technology experience is important in overseeing Exelon’s business in the rapidly changing energy markets and physical and cyber threats.

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Exelon CorporationSafety & SecurityNotice of the Annual Meeting– Safety, physical security, and 2016 Proxy Statementcybersecurity competencies are critical to oversee safe and secure nuclear and other generation operations, transmission and distribution systems, and our other assets.

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Election of Directors

The corporate governance committee and the board of directors regularly consider the company’s strategy and the particular skills, experiences and other qualifications that should be represented on the board as a whole in order to achieve Exelon’s strategic direction. Listed below are summaries of specific qualifications that the corporate governance committee and the board believe must be represented on the board.

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Financial, accountingIndustry– Industry experience and financial reporting experience

Exelon uses a wide range of financial metrics to measure its operating performance and strategic opportunities. Accurate and transparent financial reporting, measurement of operating performance, and assessment of the financial merits of strategic opportunities are critical to the company’s success.

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Senior management leadership / CEO experience

Exelon believes that directors who have significant senior leadership experience are better able to recognize and develop leadership skills in others and are more likely to have a practical understanding of organizations and drivers of individual growth and development.

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Knowledgeknowledge of Exelon’s business / industry experiencebusinesses help inform our views on energy markets and economics, technology, nuclear power, renewable and clean energy, electric and gas transmission and distribution and the public policy and public safety implications of these aspects.

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Exelon engages in a complex business with significant

Policy– Government, public policy and public safety implications. The development and execution of effective strategy at Exelon depends on directors who have experience with issues of public policy and economics, energy markets, technology, nuclear power, renewable energy, and electric and gas transmission and distribution infrastructure. As the largest operator of nuclear power plants in the country and one of the largest in the world, it is important that the Exelon board include individuals with experience in the operation and oversight of nuclear power facilities.

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Innovation and technology experience

The industry in which Exelon conducts its business is changing rapidly with the development of new technologies, changing energy policy and environmental regulation, rapid changes in energy markets, and physical and cyber threats against the security of assets and systems. Exelon recognizes the importance of representation on the board of directors by individuals who possess experience in these areas.

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Government and regulatory experienceinsights are important to help shape public policy initiatives and government regulation for the benefit of our shareholders and customers.

Exelon is engaged in a business subject to extensive regulation by multiple state and federal regulatory authorities. Experience with and understanding of government regulation is critical to Exelon’s ability to help shape public policy and government regulation that has a direct effect on Exelon’s business.

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Risk oversight / risk management experience

Exelon’s business is subject to a number of highly varied risks that could have a significant effect on public safety and shareholder value. An understanding of the most significant risks facing Exelon is a critical skill that must be represented on the board of directors.

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Investor relations / investment management experience

Exelon must assure strong alignment with its investors in setting strategy and direction. For this reason, the Exelon board of directors must include individuals who have an understanding of investments and the investment decision-making process in order to focus management and the board on significant value drivers.

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2		Exelon CorporationNotice of the Annual Meeting and 2016 Proxy Statement

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Election of Directors

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Risk– Risk oversight and management experience inform Exelon’s enterprise risk management of key risks with potential to impact public safety, operations and shareholder value including its environmental impacts.

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Investor perspective– Investor relations and investment management experience ensures strong alignment with investors and informs decision making on value-adding initiatives.

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Engineering & Manufacturing– Engineering, manufacturing, construction, engineering and performance management experience inform Exelon’s ongoing commitment to maintaining and strengthening the reliability, resiliency, and safety of the electric and gas transmission and distribution systems, smart grid and generation portfolio and assets.

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Diversity– Diverse attributes reflect the Company’s commitment to diversity and inclusion through age, ethnicity, gender, race and sexual orientation.

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Director Independence

The Board has determined that all non-employee Directors who served on the Board in 2018 and all nominees for election, except for Mr. Crane as Exelon’s President and Chief Executive Officer, are independent according to applicable law and the listing standards of the New York Stock Exchange (NYSE), as incorporated into the Independence Standards for Directors in Exelon’s Corporate Governance Principles. In accordance with the Independence Standards for Directors, the Board determined that certain categories of relationships as set forth in the Appendix do not create a conflict of interest that would impair a Director’s independence. The Board also determined that the members of the Audit, Compensation and Leadership Development, and Corporate Governance Committees are independent within the meaning of applicable laws, NYSE listing standards, and the Independence Standards for Directors.

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Board and Corporate Governance Matters

When assessing the independence of Director nominees, the Corporate Governance Committee considers the impact that tenure may have on the independence of certain longer-tenured incumbent Board nominees. The Board determined that the independence of our longer-tenured Directors had not been diminished, and that such members continued thoughtfully to challenge and provide reasoned, balanced, and insightful guidance to management. The Board values the perspectives that such Directors contribute to Board discussions, having served Exelon during various industry developments, mergers, and with different management teams over the years.

Related Person Transactions

Exelon invests billionshas adopted a written policy for the review and approval or ratification of dollars each year on maintenancerelated person transactions. Under the policy, the Board reviews transactions, arrangements, or relationships with related persons in which the amount involved exceeds $120,000 and growth investments to improve reliabilityin which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors and executive officers and their immediate family members, as well as stockholders beneficially owning 5% or more of Exelon’s electricoutstanding stock. The Office of Corporate Governance presents relevant information on transactions, arrangements, and gas transmissionrelationships disclosed to Exelon’s General Counsel for a determination as to the existence of a related person transaction as defined by SEC rules and distribution systems and enhance customer service. Exelon also invests substantial sums each yearthe policy. Identified related person transactions are submitted to the Board for maintenanceapproval. The Board may approve any related person transactions deemed to not be contrary to the best interests of complex machinery in the generation portfolio and in development and construction of generation assets. Experience with these complex processes is importantExelon. There were no related person transactions identified for the board of directors to provide appropriate decision-making and oversight related to complex capital projects and large and complex organizations and systems.2018.

DIRECTOR NOMINEESDirector Nominees

Upon the recommendation of the corporate governance committee, the board nominatedThe Board nominates the 13 candidates named below for electionre-election as directors,Directors. If elected by shareholders, each toDirector will serve a term ending with the 2020 annual meeting in 2017.meeting. Each of the nomineesnominee has agreed to be named in this proxy statement and to serve as a director,Director, if elected. If any directorDirector is unable to stand for election at the boardannual meeting, the Board may reduce the number of directorsDirectors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute director.Director. Exelon does not expect that any directorDirector nominee will be unable to serve.

John Rogers announced his decision to not stand for election at the 2019 annual shareholders meeting. The corporate governance committeeBoard is deeply appreciative of John’s valued contributions and insights into Exelon’s business and strategy and fulfillment of responsibilities to shareholders, employees, customers and communities.

In addition to the skills, characteristics, core competencies and other attributes previously described, the Corporate Governance Committee also considers whether each nominee has the time available, in light of other business and personal commitments, to effectively serve on Exelon’s Board. Among the criteria the Committee considers is the degree to which any incumbent Director nominee demonstrates effective and productive preparedness and engagement. The Board has adopted limits for service on other boards, providing that Directors who serve as the CEO of a public company should not serve on more than two other public company boards in addition to Exelon and its subsidiary boards. Other Directors should not serve on the boards of more than four other public companies in addition to the Exelon Board and its subsidiary boards.

The Board is aware that some institutional investors have adopted vote policies that include board service limits more restrictive than Exelon’s limits based on 1) resource challenges that make it impractical for investors to assess thousands of individual director nominees or 2) a risk assessment involving statistical data measuring average time required for board service and especially in the event of a crisis. Such investor policies apply a one-size-fits-all approach that may not take into account all relevant facts and circumstances for a particular individual director, including the results of a robust individual director assessment process, such as Exelon has in place for its directors. Exelon’s individual director assessment process provides for peer reviews by each director and by four members of senior management that regularly interact with the Board (see page 23). The individual director assessment conducted of Stephen Steinour in 2019 reflected heightened attention to this known concern and the boardresults are included as part of Mr. Steinour’s biographical information on page 16.

The Corporate Governance Committee and the Board believe the skills and experiences listeddetailed above are adequatelywell represented among the Director nominees for director and that the nominees have a wide diversity of experiences that fill the needs of the board and its committees. For example, ten nominees are current or former CEOs of corporations and three others have senior executive leadership experience. Two directors have extensive nuclear experience. Six directors have experience in banking and investment management. Two have served in government or government regulation and one has flag officer military experience. Individual directors have experience or expertise in accounting, auditing, information technology, innovation, utility regulation and operations, and environmental matters, law, the economics of energy, and government affairs. Included in each director nominee’s biographical information is a listing of the key qualifications, skills and experience of each nominee. Each nominee has other qualifications, skills and experiences that are not specifically listed.

The corporate governance committee believes that the nominees for director representreflect an effective mix of directors in terms of the range of backgrounds, and experience and diversity. The nominees consist

10     Exelon 2019 Proxy Statement

Table of directors who range in age from 50 to 71, with an average age of 62Contents

Board and a median age of 61. The tenure of the nominees as directors is similarly varied, with one director having served since the company’s creation in 2000, one since 2002, two since 2007, one since 2009, five since 2012, one since 2013, one joining in 2015, and one joining in 2016. Four directors come from the Chicago area and one from the Philadelphia area, while eight come from other parts of the country including major metropolitan areas such as New York and Washington, D.C.

A brief summary of the qualifications of all of the nominees as a group is presented below.

Corporate Governance Matters

Age:63 Exelon CorporationDirector since:Notice of the Annual Meeting2013 Committee Memberships: ●Audit (Chair) ●Finance and 2016 Proxy StatementRisk ●Generation Oversight		3

Election of Directors

Election of Directors

Election of Directors

Primary Skills & Core Competencies:

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Exelon CorporationNotice of the Annual Meeting and 2016 Proxy Statement

Election of Directors

ANN C. BERZIN  Former Chairman and Chief  Executive Officer of Financial  Guaranty Insurance Company  (FGIC)  Age:63  Director since:2012  Committees:  Member-Audit Committee  Member-Finance and Risk  Committee Finance			Executive			Compensation			Risk

Age:66 Director since:2012 Committee Memberships: ●Finance and Risk (Chair) ●Audit

Ann C. Berzin   INDEPENDENT Career Highlights Ms. Berzin served as Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (FGIC), an insurer of municipal bonds, asset-backed securities and structured finance obligations, from 1992 to 2001. Ms. Berzin joined FGIC in 1985 as its General Counsel following seven years of securities law practice in New York City. Board Service Ms. Berzin iscurrently serves as a director of Ingersoll-Rand plc Chair of(industrial manufacturing), where she chairs its finance committee and a member ofserves on its audit committee, and previously served as a director of Kindred Healthcare, Inc. (healthcare services) from 2006-2012. Ms. Berzin also served as a director of Constellation Energy Group from 2008 through March 2012 when Constellation merged with Exelon.committee. Ms. Berzin also serves on the board of Baltimore Gas and Electric Company, (BGE), an Exelon subsidiary. KEY EXPERIENCE AND SKILLS: •  Financial, accountingsubsidiary, and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledgeshe previously served as a director of Exelon’s business / industry experienceConstellation Energy Group until its merger with Exelon in 2012. •  Government and regulatory experience •  Risk oversight / risk management experience •  Investor relations / investment management experience Ms. Berzin has broad business and executive leadership experience, as well as expertise in the financial services sector, which is particularly valuable for her service on the financeAudit Committee and riskleadership of the Finance and audit committees.Risk Committee. Current Public Boards: ●Exelon Corporation ●Ingersoll-Rand plc

Primary Skills & Core Competencies:

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Board and Corporate Governance Matters

Age:61 Director since:2018 Committee Memberships: ●Audit ●Finance and Risk
	Laurie Brlas   CHRISTOPHER M. CRANEINDEPENDENT Career Highlights Ms. Brlas served as Executive Vice President and Chief ExecutiveFinancial Officer of Newmont Mining Corporation (gold mining) from 2013 until her retirement in 2016. From 2006 to 2013, Ms. Brlas served in a number of senior leadership positions at Cleveland-Cliffs, Inc. (iron ore pellet production), most recently as Executive Vice President and President, Global Operations. Board Service Ms. Brlas currently serves on the boards of Albemarle Corporation (global chemical manufacturing) and Graphic Packaging Holding Company (consumer packaging). Ms. Brlas previously served as a director of Calpine Corporation (electricity generation), NOVA Chemical Corporation (plastics and chemical manufacturing), and Perrigo Company plc (over-the-counter pharmaceutical and nutritional product manufacturing). With 16 years of experience as a chief financial officer at global, capital-intensive companies, Ms. Brlas’s proven leadership skills bring valuable knowledge and a diverse perspective to Exelon’s Board and to her service on the Audit and Finance and Risk Committees. Current Public Boards: ●Exelon Corporation ●Albemarle Corporation ●Graphic Packaging Holding Company

Primary Skills & Core Competencies:

Accounting

Finance

Executive

Compensation

Investors

Age:60  Age:57 Director since:2012  Committees:  Member-Finance and Risk Committee (eff. 2/1/16)Memberships:  Member-Generation ●Generation Oversight  Committee  Member-Investment ●Investment Oversight  Committee

Christopher M. Crane Career Highlights Mr. Crane is President and Chief Executive Officer of Exelon Corporation. In his role, Mr. Crane oversees a family of companies representing every stage of the energy business, including Exelon Generation and Exelon’s six utilities, which deliver electricity and natural gas to approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey, and Pennsylvania. Previously, he served as President and Chief Operating Officer of Exelon and Exelon Generation from 2008 to 2012. In that role, he oversaw one of the U.S. industry’s largest, portfolios of electric generating capacity,cleanest, and lowest-cost power generation fleets in the country, with a multi-regional reach and the nation’s largest fleet of nuclear power plants. He directed a broad range of activities including major acquisitions, transmission strategy, cost management initiatives, major capital programs, generation asset optimization and generation development. Board Service Mr. Crane is one of the leading executives in the electric utility and power industries. He is vice-chairman and a member of the executive committee of the Edison Electric Institute and the board of directorsInstitute. He also serves as chair of the Institute of Nuclear Power Operations, the industry organization promoting the highest levels of safety and reliability in nuclear plant operation. He isalso serves as a director of Aegis Insurance Services (mutual insurance company providing liability and property coverage to the energy industry). Mr. Crane previously served as vice chairman of the Nuclear Energy Institute, the nation’s nuclear industry trade association where he has also served as chairman of the New Plant Oversight Committee and as a member of the Nuclear Strategic Issues Advisory Committee, the Nuclear Fuel Supply Committee and the Materials Initiative Group. Mr. Crane served as a director of Aleris International Inc. from 2010 through 2013 (manufacture and sale of aluminum rolled and extruded products), where he served on the compensation committee and as the chair of the nominating and corporate governance committee. until 2013. Mr. Crane also serves as chairChair of the boards of directors of Exelon subsidiaries BGE,Baltimore Gas and Electric Company, Commonwealth Edison Company, (ComEd) and PECO Energy Company, (PECO).and Pepco Holdings LLC. Current Public Boards: KEY EXPERIENCE AND SKILLS:● •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledge of Exelon’s business / industry experience •  Innovation and technology experience •  Government and regulatory experience •  Risk oversight / risk management experience •  Investor relations / investment management experience •  Manufacturing, construction, engineering and performance management experience Mr. Crane oversees a family of companies representing every stage of the energy value chain, including Exelon Generation, one of the largest competitive U.S. power generators, with approximately 32,000 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets; Constellation, which provides energy products and services to more than 2.5 million residential, public sector and business customers, including more than two-thirds of the Fortune 100; and Exelon’s three utilities, which deliver electricity and natural gas to more than 7.8 million customers in central Maryland (BGE), northern Illinois (ComEd) and southeastern Pennsylvania (PECO). Corporation

Primary Skills & Core Competencies:

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Accounting

Finance

Executive

Compensation

Technology

Safety & Security

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Board and Corporate Governance Matters

Age:72   YVES C. DE BALMANN  Former Co-Chairman of  Bregal  Investments LP  Age:69 Director since:2012  Committees:  Member-Audit Committee Member-CompensationMemberships: ●Compensation and Leadership Development  Committee  Member-Finance (Chair) ●Corporate Governance ●Finance and Risk	Committee		Yves C. de Balmann   INDEPENDENT Career Highlights Mr. de Balmann served as the Co-Chairman of Bregal Investments LP a private(private equity investing firm,firm) from September 2002 through Decemberto 2012. HePrior to this, he was Vice-Chairman of Bankers Trust Corporation, in charge of Global Investment Banking, until its merger with Deutsche Bank in 1999, whenand he became Co-Head of Deutsche Bank’s Global Investment Bank, and Co-Chairman and Co-Chief Executive Officer of Deutsche Banc Alex. Brown from June 1999 to April 2001, and thenremained a Senior Advisor to Deutsche Bank AG from April 2001 to June 2003. Board Service Mr. de Balmann currently serves as a director of ESI Group (virtual prototyping software and services). Previously, Mr. de Balmann served as a director of Laureate Education, Inc. through December 2014;, and he is non-executive Chairman of Conversant Intellectual Property Management. Mr. de Balmann served as a director of Constellation Energy Group from 2003 through March 2012 when Constellation mergeduntil its merger with Exelon. KEY EXPERIENCE AND SKILLS:Exelon in 2012. •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledge of Exelon’s business / industry experience •  Risk oversight / risk management experience •  Investor relations / investment management experience •  Manufacturing, construction, engineering and performance management experience Mr. de Balmann has extensive experience in corporate finance, including the derivatives and capital markets as well as industry experience as a former director of Constellation Energy Group from 2003 throughuntil Constellation merged with Exelon in 2012. His background leading major organizations informs his leadership of the Compensation and Leadership Development Committee. Current Public Boards: ●Exelon Corporation ●ESI Group

Primary Skills & Core Competencies:

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Election of Directors

Age:73 Director since:2002 Committee Memberships: ●Corporate Governance ●Finance and Risk ●Generation Oversight
	Nicholas DeBenedictis   NICHOLAS DEBENEDICTISINDEPENDENT Career Highlights Mr. DeBenedictis currently serves as Chairman Emeritus of Aqua America Inc.  Age:70  Director since:2002  Committees:  Member-Corporate Governance  Committee  Member-Finance (water utility operating in eight states) and Risk  Committee  Member-Generation Oversight  Committee		Mr. DeBenedictis is theserved as its Chairman (since 1993) and former President and Chief Executive Officer (1992 - 2015)from 1993 to 2015. As CEO of Aqua America, Inc., a water utility with operations in 10 states. Aqua America is the second largest U.S.-based, publicly-traded water and wastewater company in the country. As CEO, Mr. DeBenedictis hasgained experience in dealing with many of the same development, land use, and utility regulatory issues that affect Exelon and its subsidiaries. Mr. DeBenedictis also has extensive experience in environmental regulation and economic development, having served in two cabinet positions in the Pennsylvania government, asgovernment: Secretary of the Pennsylvania Department of Environmental Resources and as Director of the Office of Economic Development. He also spent eight years with the U.S. Environmental Protection Agency and was President of the Greater Philadelphia Chamber of Commerce for three years. Board Service In addition to serving as Chairman Emeritus of Aqua America, Mr. DeBenedictis joined the board of MISTRAS Group (non-destructive testing) in October 2015 and serves on the Audit Committee. Mr. DeBenedictis has also served as a director of MISTRAS Group (asset protection solutions) since 2015, and P.H. Glatfelter, Inc. (global supplier of specialty papers and engineered products) since 1995, where he has served on the audit, compensation and finance, and nominating and corporate governance committees and currently serves as the chair of the finance committee and on the compensation committee. Mr. DeBenedictis served as a director of Met-Pro Corporation (global provider of solutions and products for product recovery, pollution control, and fluid handling applications) (1997-2010). While a director of Met-Pro, he served as presiding independent director, chair of the corporate governance and nominating committee and a member of the audit committee. Mr. DeBenedictis has a master’s degree in environmental engineering and science.1995. Mr. DeBenedictis also serves on the boards of ComEdCommonwealth Edison Company and PECO Energy Company, which are Exelon subsidiaries. KEY EXPERIENCE AND SKILLS: •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledge of Exelon’s business / industry experience •  Government and regulatory experience •  Risk oversight / risk management experience •  Investor relations / investment management experience •  Manufacturing, construction, engineering and performance management experience As a leader in the greater Philadelphia business community, Mr. DeBenedictis has deep knowledge of the communities and local economies served by PECO. Mr. DeBenedictis’ contribution to the Exelon board is enhanced by his experienceexperiences as the former CEO of a public company, his experienceservice on theother company boards, of other companies, his experience as a utility executive,familiarity and his experience with environmental regulation,regulations, and his educational background in environmental engineering and science, all of which bring usefulprovide valuable perspectives to the Exelon’s Board, Finance and Risk, Generation Oversight, and Corporate Governance Committees. Current Public Boards: ●Exelon board’s finance and risk committee and the generation oversight committee. His prior experience as the presiding director and chair of the corporate governance committee of another public company offers additional insight to the functions of the Exelon corporate governance committee. Corporation ●Aqua America ●MISTRAS Group ●P.H. Glatfelter, Inc.

Primary Skills & Core Competencies:

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Election of Directors

NANCY L. GIOIA  Former Executive Ford Motor  Company  Age:55  Director since:2016  Committees:  Member-Finance and Risk  Committee (eff. 2/1/16)  Member-Generation Oversight  Committee (eff. 2/1/16)		Ms. Gioia formerly served as Ford Motor Company’s Director of Global Connectivity, Electrical and User Experience. During Ms. Gioia’s more than 30-year career at Ford, she led the company’s global electrification efforts. In this role, Ms. Gioia developed the technology, vehicle programs and value chain strategies as well as assessed the economic, social and environmental impacts including consumer insights and acceptance. Ms. Gioia worked closely with the Edison Electric Institute, the U.S. Department of Energy and the engineers at Ford to pilot and implement the strategy. Ms. Gioia serves on the board of Brady Corporation (international manufacturer and marketer, since 2013), where she is technology committee chair and serves on the compensation and management development committee. She also serves on the board and nominating committee of Inforum (women’s professional development and business forum, since 2012) and is the former chair of the Automotive NEXT executive committee. Since 2014, she has also served as an advisory council member on the board of the University of Michigan Electrical and Computer Engineering Council. KEY EXPERIENCE AND SKILLS: •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Innovation and technology experience •  Government and regulatory experience •  Manufacturing, construction, engineering and performance management experience Ms. Gioia’s extensive background in innovation and product development provides the board with invaluable expertise. Ms. Gioia holds a bachelor of science in Electrical Engineering from the University of Michigan and a master of science in Manufacturing Systems Engineering from Stanford University.

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ElectionTable of DirectorsContents

Board and Corporate Governance Matters

Age:53 Director since:2015 Committee Memberships: ●Compensation and Leadership Development ●Finance and Risk
	Linda P. Jojo   LINDA P. JOJOINDEPENDENT Career Highlights Ms. Jojo is Executive Vice President, Technology and Chief InformationDigital Officer of United Continental Holdings, Inc.  Age:50  Director since:2015  Committees:  Member-Compensation (commercial airline) where she leads the Information Technology, Cyber Security and Leadership Development  Committee (eff. 2/1/16)  Member-FinanceE-commerce organizations and Risk  Committee		Ms. Jojo is Executive Vice President and Chief Information Officer of United Continental Holdings, Inc. She is responsible for the effective implementation and management of technology strategy and solutions to support United’s global business.airline’s digital strategy. She has held her current position at United since September 2014. Prior to joining United, she served as Executive Vice President and Chief Information Officer for Rogers Communications Inc. from 2011 to 2014 (wireless communication and media company), a position she assumed in July 2011. Therewhere she was responsible for all IT systems for both customer facingcustomer-facing and business support systems. Prior to this, Ms. Jojo served from 2008 to 2011 as Senior Vice President and Chief Information Officer forin other senior officer roles at Energy Future Holdings Corporation in Dallas, which holds(held a portfolio of competitive and regulated energy companies. She served as Chief Information Officer ofcompanies), Flowserve Corporation in Irving, Texas, from June 2004 to 2008. (suppliers of industrial and environmental machinery), and General Electric. Board Service Ms. Jojo worked for nearly 15 years in leadership positions at General Electric, ultimately servingserves as the Chief Information Officervice-chair of GE Silicones. She started her career at Digital Equipment Corporation. She is also on the board of trustees of the Adler Planetarium in Chicago. KEY EXPERIENCE AND SKILLS: •  Financial, accountingChicago, Illinois and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledgeis a member of Exelon’s business / industry experiencethe board of trustees at Rensselaer Polytechnic Institute in Troy, NY. •  Innovation and technology experience •  Manufacturing, construction, engineering and performance management experience Ms. Jojo has aJojo’s wealth of experience leading complex IT organizations and brings important information technologyIT and innovation expertise to Exelon’s board of directors.Board. Ms. Jojo holds a bachelor’s degreeJojo’s educational background in Computer Sciencecomputer science and a master’s degree in Industrial Engineering, both from Rensselaer Polytechnic Institute, Troy, N.Y.industrial engineering also lends expertise to Exelon’s risk oversight and cybersecurity programs and initiatives. Current Public Boards: ●Exelon Corporation

Primary Skills & Core Competencies:
	Compensation			Technology			Safety & Security			Industry
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Election of Directors

Age:71 Director since:2007 Committee Memberships: ●Audit ●Finance & Risk ●Investment Oversight
	Paul L. Joskow, Ph. D.   PAUL L. JOSKOW, PH. D.INDEPENDENT  President of the Alfred P.  Sloan  FoundationCareer Highlights  Age:68  Director since:2007  Committees:  Member-Audit Committee  Member-Finance and Risk  Committee  Member-Investment Oversight  Committee		Dr. Joskow has been the President of the Alfred P. Sloan Foundation since January 1, 2008. The Sloan Foundation is a philanthropic institution that supports research and education in science, technology and economic performance. He is also the Elizabeth and James Killian Professor of Economics, and Management Emeritus at the Massachusetts Institute of Technology (MIT). He is also the President Emeritus of the Alfred P. Sloan Foundation, where he served as president from 2008 through 2017. Dr. Joskow joined the MIT faculty in 1972 and served as head of the MIT Department of Economics (1994-1998)from 1994 to 1998 and as Director of the MIT Center for Energy and Environmental Policy Research (1999-2007). At MIT he was engaged infrom 1999 to 2007. Dr. Joskow’s teaching and research has been in the areas of industrial organization, energy and environmental economics, competition policy, and government regulation of industry for over 35 years.industry. Much of his research and consulting activity has focused on the electric power industry, electricity pricing, fuel supply, demand, generating technology, and regulation. He is a Fellow of the American Academy of Arts and Sciences, the Econometric Society and a Distinguished Fellow of the American Economic Association. He Dr. Joskow has served on the U.S. Environmental Protection Agency’s (“EPA”)(EPA) Acid Rain Advisory Committee and on the Environmental Economics Committee of the EPA’s Science Advisory Board, andBoard. Dr. Joskow also served on the National Commission on Energy Policy. He servedPolicy, as the Chaira member of the National Academies Board of Science, Technology and Economic Policy through April 1, 2015 and on the Secretary of Energy Advisory Board, until October 1, 2015. He is also a Trustee of the Putnam Mutual Funds. In addition to his teaching, research, publishing and consulting activities, he has experience in the energy business, serving as a director of New England Electric System, a public utility holding company (1987-2000), until it was acquired by National Grid. He then served as a director of National Grid plc, an international electric and gas utility holding company, and one of the largest investor-owned utilities in the world (2000-2007). Dr. Joskow served as a director of TransCanada Corporation from 2004 until March 2013. TransCanada is an energy infrastructure company with gas pipelines, oil pipelines, electric power operations, and natural gas storage facilities. He served on the audit and governance committees of TransCanada. He previously served on the audit committee of National Grid (2000-2005) and was chair of its finance committee until 2007. He also served on the audit committee of New England Electric System and as the chair of the audit committeeNational Academies Board on Science, Technology and Economic Policy. Board Service Dr. Joskow currently serves as a trustee of the Putnam Mutual Funds (2002-2005). KEY EXPERIENCE AND SKILLS: •  Financial, accountingboard, as a trustee of Yale University, and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledgeas a director of Exelon’s business / industry experiencethe Whitehead Institute for Biomedical Research. •  Government and regulatory experience •  Risk oversight / risk management experience •  Investor relations / investment management experience Dr. Joskow’s extensive background in economics and energy and his experience as a utilitiesutility director offer a unique set of skills to the company’s boardCompany’s Board of directors.Directors. Current Public Boards: ●Exelon Corporation

Primary Skills & Core Competencies:

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ElectionTable of DirectorsContents

Board and Corporate Governance Matters

Age:72   ROBERT J. LAWLESS  Former Chairman of the Board  of McCormick & Company,  Inc.  Age:69 Director since:2012 Committee Memberships:  Committees:●  Chair-CorporateCorporate Governance Committee  Member-Compensation(Chair) ●Compensation and Leadership Development  Committee	Member-Finance and Risk  Committee (eff. 2/1/16)		Robert J. Lawless   INDEPENDENT Career Highlights Mr. Lawless served as Chairman of the Board of McCormick & Company, Inc. (food manufacturing industry) from January 1997 until Marchto 2009, having also served as its President until December 2006, and its Chief Executive Officer until January 2008, and is now retired. He is alsohis retirement in 2008. Board Service Mr. Lawless currently serves as a director of The Baltimore Life Insurance Company. Mr. LawlessCompany (insurance provider) and previously served as a director of Constellation Energy Group from 2002 through March 2012 whenuntil Constellation merged with Exelon. KEY EXPERIENCE AND SKILLS:Exelon in 2012. •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledge of Exelon’s business / industry experience •  Investor relations / investment management experience •  Manufacturing, construction, engineering and performance management experience Mr. Lawless has extensive executive leadership and strategic planning experience. As a former chief executive officer of a public company, he can provide aprovides critical perspectiveperspectives on governance and other public company issues affecting public companies.that inform his leadership of the Corporate Governance Committee. Current Public Boards: ●Exelon Corporation

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Accounting

Executive

Compensation

Investors

Engineering & Manufacturing

Exelon CorporationNotice of the Annual Meeting Age:74 Director since:2009 Committee Memberships: ●Generation Oversight (Chair) ●Audit ●Finance and 2016 Proxy StatementRisk

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Election of Directors

	Richard W. Mies   RICHARD W. MIESINDEPENDENT  President and Chief Executive  Officer of The Mies Group,  Ltd.Career Highlights  Age:71  Director since:2009  Committees:  Chair-Generation Oversight  Committee  Member-Audit Committee  Member-Finance & Risk  Committee		Admiral Mies is President and Chief Executive Officer of The Mies Group, Ltd, a private consulting firm, that providesproviding strategic planning and risk assessment advice and assistancerelated to clients on international security, energy, defense, and maritime issues. A graduate of the Naval Academy, he completed a 35-year career as a nuclear submariner in the US Navy. Admiral Mies has a wide range of operational command experience; heexperience, having served as the senior operational commander of the US Submarine Force, and he commandedcommander of the U.S. Strategic Command for four years prior to his retirement in 2002. He subsequently served Board Service Admiral Mies serves as a Senior Vice Presidentdirector of Science Applications International Corporation,BWX Technologies, Inc. (a supplier to the nuclear power industry). He is also a providermember of scientificthe board of governors for Lawrence Livermore National Security LLC and engineering applications for national security, energy, andserves as vice-chair of the environment, and as the President and Chief Executive OfficerSecretary of Hicks and Associates, Inc, a subsidiary of Science Applications International Corporation from 2002-2007. Admiral MiesEnergy Advisory Board. He previously served as a director of Mutual of Omaha an insurancefrom 2002 until 2014, Babcock and banking company,Wilcox (an equipment and technology provider to the energy industry) from 2002-2014, where he chaired the governance committee2010 until 2015, and served as a member of the audit, compensation, investment, and executive committees. From 2008–2010 Admiral Mies was a director of McDermott International, an engineering and construction company focused on energy infrastructure, where he served on the audit and governance committees. In 2010 he transitioned to the board of Babcock and Wilcox (B&W) when that company spun off from McDermott International. He was the chair of B&W’s safety and security committee and served on the governance committee. Following the split of B&W into Babcock and Wilcox Enterprises and BWX Technologies, Inc., he transitioned to the board of BWXT where he serves on the governance and compensation committees. He is also a member of the Boards of Governors ofgovernors for Los Alamos and Lawrence Livermore National Security, LLCs that operate their respective national laboratories. In addition to an undergraduate degreeLLC, from 2005 until 2018. Admiral Mies’ extensive educational background in mechanical engineering and mathematics, Admiral Mies completed post-graduate educationand postgraduate studies and degrees in government administration and international relations at Oxford University, the Fletcher School of Law and Diplomacy, and Harvard University contribute to his insights and holds a master’s degree in government administrationleadership of the Generation Oversight Committee, and international relations. KEY EXPERIENCE AND SKILLS: •  Financial, accountinghis service on the Finance and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledge of Exelon’s business / industry experience •  InnovationRisk and technology experience •  Government and regulatory experience •  Risk oversight / risk management experience •  Manufacturing, construction, engineering and performance management experience Admiral Mies makes a unique contribution to Exelon’s generation oversight, finance and risk, and audit committees through his extensiveAudit Committees. His deep leadership experience with nuclear power and strategic planning in the Navy and in business, and through his experience onextensive board service enable his ability to provide thoughtful contributions to the boards of other companies.Exelon Board. Current Public Boards: ●Exelon Corporation ●BWX Technologies, Inc.

Primary Skills & Core Competencies:

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Board and Corporate Governance Matters

Age:64 Director since:2012 Committee Memberships: ●Investment Oversight
	Mayo A. Shattuck III   JOHN W. ROGERS, JR.INDEPENDENT CHAIRMAN OF THE BOARD  Chairman and CEO of Ariel  Investments, LLCCareer Highlights  Age:57  Director since:2000  Committees:  Chair-Investment Oversight  Committee  Member-Corporate Governance  Committee  Member-Finance and Risk  Committee (eff. 2/1/16)		Mr. Rogers is the founder, Chairman and CEO of Ariel Investments, LLC, an institutional money management firm with over $9 billion in assets under management, andShattuck serves as trustee of the Ariel Investment Trust. Since 2003, he has served as a director of McDonald’s Corporation (global foodservice retailer) where he has served on the compensation, finance and governance committees. Previously, he served as a director of Aon Corporation (risk management services, insurance and reinsurance brokerage and human capital and management consulting services) (1993-2012), where he served on the finance committee and as chair of the audit committee; GATX Corporation (rail, marine and industrial equipment leasing) (1998-2004), where he served on the audit committee; Bank One Corporation (bank) (1998-2004), where he served on the audit and risk management and public responsibility committees; and Bally Total Fitness (fitness and health clubs) (2003-2006), where he served as the lead independent director and as chair of the compensation committee. KEY EXPERIENCE AND SKILLS: •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledge of Exelon’s business / industry experience •  Government and regulatory experience •  Risk oversight / risk management experience •  Investor relations / investment management experience Mr. Rogers’ experience on the boards of a number of major corporations based in Chicago in a variety of industries has made him a leader in the Chicago business community with perspective into Chicago business developments. His role in Chicago’s and the nation’s African-American community brings diversity to the board and emphasis to Exelon’s diversity initiatives and community outreach. His experience in investment management and financial markets and as a director of an insurance brokerage and services company are useful to Exelon, particularly with respect to risk management and the management of Exelon’s extensive nuclear decommissioning and pension and post-retirement benefit trust funds, which are overseen by the investment oversight committee, which he chairs. Mr. Rogers’ service on the boards and committees of other companies has given him experience that adds further depth to the Exelon corporate governance committee. He has spoken at and participated in a number of corporate governance conferences. He was named by the Outstanding Directors Exchange as one of six 2010 Outstanding Directors.

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Election of Directors

MAYO A. SHATTUCK III  Former Chairman, President  and Chief Executive Officer of  Constellation Energy  Age:61  Director since:2012  Chairman of the Board  Committees:  Member-Finance and Risk  Committee (eff. 2/1/16)  Member-Generation  Oversight Committee  Member-Investment  Oversight Committee		Mr. Shattuck is Chairman of the Board Chair of Exelon Corporation. Previously, Mr. ShattuckHe previously served as the Executive ChairmanChair of Exelon from March 2012 to February 2013. Prior to joining Exelon, Mr. Shattuck was the Chairman, President and Chief Executive Officer of Constellation Energy a position he held from 2001 until 2012, when Constellation merged with Exelon. Prior to March 2012.this, Mr. Shattuck was previously at Deutsche Bank, where he served as Chairman of the Board of Deutsche Bank Alex. Brown Inc. and, during his tenure, also served as Global Head of Investment Banking and Global Head of Private Banking. From 1997 to 1999, he served as Vice Chairman of Bankers Trust Corporation, which merged with Deutsche Bank in June 1999. From 1991 until 1997, Mr. Shattuck was President and Chief Operating Officer and a Director of Alex. Brown Inc., which merged with Bankers Trust in September 1997. Mr. Shattuck is the past Chairman of the Boardchairman of the Institute of Nuclear Power Operations and was previously a member of the executive committee of the board of Edison Electric Institute. He was also Co-Chairmanco-chairman of the Center for Strategic & International Studies Commission on Nuclear Policy in the United States. He Board Service Mr. Shattuck currently serves on the board of directors of Gap Inc. and is chairman of its audit and finance committee. He also serves as a director of Gap Inc. (clothing retailer), Capital One Financial Corporation, where he is chairman of its compensation committee. KEY EXPERIENCE AND SKILLS: •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Knowledge of Exelon’s business / industry experience •  Innovationat Alarm.com Holdings, Inc. (cloud-based security and technology experiencemonitoring services). •  Government and regulatory experience •  Risk oversight / risk management experience •  Investor relations / investment management experience •  Manufacturing, construction, engineering and performance management experience Mr. Shattuck’s qualifications to serve as director include his extensive experience in business and the energy industry in particular, gained from his service as Constellation Energy’s Chief Executive Officer, which enables him to effectively identify strategic priorities and execute strategy.oversee the execution of strategic initiatives. His financial expertise gained from his years of experience in the financial services industry also brings a valuable perspectiveperspectives to the board.Board. Current Public Boards: ●Exelon Corporation ●Gap, Inc. ●Capital One Financial Corporation ●Alarm.com Holdings, Inc.

Primary Skills & Core Competencies:

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Finance

Executive

Compensation

Industry

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Risk

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Election of Directors

Age:60 Director since:2007 Committee Memberships: ●Finance and Risk ●Compensation and Leadership Development
	Stephen D. Steinour   STEPHEN D. STEINOURINDEPENDENT  Chairman, President and Chief  Executive Officer of  Huntington Bancshares  IncorporatedCareer Highlights  Age:57  Director since:2007  Committees:  Chair-Finance & Risk Committee  Member-Audit Committee		Mr. Steinour ishas served as the Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated, (since 2009), a $64 billion regional bank holding company. Previously, he was the Chairman and(regional bank-holding company) since 2009. Mr. Steinour previously served as Managing Partner of CrossHarbor Capital Partners,(investment firm) from 2008 until 2009, and in a private equity firm (2008-January 2009). From 2006 to 2008, he wasvariety of executive positions culminating as President and CEO of Citizens Financial Group Inc., a multistate commercial(commercial bank holding company. Prior to that, company) from 1992 until 2008. Board Service Mr. Steinour has served as Vice Chairman and Chief Executive Officera director of Citizens Mid-States regional banking (2005-2006).L Brands, Inc. (fashion retailer) since 2014. He servedalso serves as Vice Chairman and Chief Executive Officer of Citizens Mid-Atlantic Region (2001-2005). At the beginning of his career, Mr. Steinour was an analyst for the U.S. Treasury Department and subsequently worked for the Federal Deposit Insurance Corporation. Mr. Steinour was a member of the board of trusteesdirectors of the Liberty Property Trust (an officeFederal Reserve Bank of Cleveland and industrial property real estate investment trust)as a trustee of The Ohio State University Wexner Medical Center. Mr. Steinour’s experience has provided him with a strong background in mergers and acquisitions, business development, creation, and partnerships. His deep background in banking, credit and risk management, and capital markets provides experience important to Exelon and its businesses. Mr. Steinour was named to the 2016 “Directorship 100” list issued by the National Association of Corporate Directors. In conducting the individual director assessment of Mr. Steinour in January 2019 that includes the input of peers and members of management (see page 23), the Board was mindful of certain investor vote policies imposing board service limits that are more restrictive than Exelon’s (see page 18 for more). The unanimous consensus of the peer/management input was that Mr. Steinour continues to demonstrate the highest degree of engagement and accessibility, and consistently offers valued advice and guidance. Mr. Steinour stepped out of the Finance and Risk Committee chair role in June 2018 when he also rotated from February 2010the Audit Committee to the Compensation and Leadership Development Committee. Mr. Steinour’s commitment to Exelon’s Board and Committees has been demonstrated by his consistently high attendance record of over 90% as recorded over 12 years, covering 309 meetings. Lastly, Mr. Steinour’s service on the L Brands board does not require onerous travel as the company is based near Mr. Steinour’s home in Ohio. The results of Exelon’s robust assessment process demonstrate Mr. Steinour importance to Exelon’s Board and clearly support his nomination as a director. Current Public Boards: ●Exelon Corporation ●Huntington Bancshares Inc. ●L Brands, Inc.

Primary Skills & Core Competencies:

Accounting

Finance

Executive

Risk

Investors

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Table of Contents

Board and Corporate Governance Matters

Age:62 Director since:2018 Committee Memberships: ●Finance and Risk ●Generation Oversight

John F. Young   INDEPENDENT Career Highlights Mr. Young served as President, Chief Executive Officer, and Director of Energy Future Holdings Corp. (energy company with portfolio of competitive and regulated businesses) from 2008 until May 2014, where hehis retirement in 2016. From 2003 to 2008, Mr. Young served on its auditin a number of senior leadership positions at Exelon and compensation committees. Exelon Generation, most recently as Executive Vice President and Chief Financial Officer of Exelon Corporation. Board Service Mr. SteinourYoung has served on the board of directors of L Brands (fashion retailer)The United States Automobile Association (financial and insurance services) since 2014. He was elected to The Ohio State University Wexner Medical Center Board in November 2013. Mr. Steinour is a member of council of The Pennsylvania Society, a non-profit, charitable organization which celebrates service to the Commonwealth of Pennsylvania. He also serves as a trustee of the Eisenhower Fellowships2011, and he is a member of the Columbus PartnershipBaylor Healthcare System Foundation Advisory Board and a trustee of the Columbus Downtown Development Corporation. He is a member of the American Bankers Association. U.S. Naval Academy Foundation’s Board. Mr. Steinour alsoYoung previously served as a member on the policydirector of CSRA, Inc. (IT and legal affairs committeescybersecurity services) and Nuclear Electric Insurance Limited (mutual insurance company for nuclear utilities).Mr. Young also previously served as a director of the Pennsylvania Business Roundtable, an associationNuclear Energy Institute and the Edison Electric Institute. Mr. Young’s extensive leadership, operational expertise, deep industry knowledge, and financial background bring valuable and broad industry insights to our Company’s Board of CEOsDirectors. Mr. Young leverages this expertise in large Pennsylvania companies representing significant employmenthis service to the Finance and economic activity in the Commonwealth. He also has served on the board ofRisk and as the chairmanGeneration Oversight Committees of the Greater Philadelphia Chamber of Commerce.Board. Current Public Boards: KEY EXPERIENCE AND SKILLS:● •  Financial, accounting and financial reporting experience •  Senior Management Leadership / CEO Experience •  Innovation and technology experience •  Government and regulatory experience •  Risk oversight / risk management experience •  Investor relations / investment management experience Mr. Steinour’s experience at Citizens Bank gave him knowledge of the markets that Exelon Generation and PECO serve. His experience as a banker, with strong credit and risk management experience and knowledge of credit and capital markets, and his experience as Chairman and CEO of Huntington Bancshares enhances Mr. Steinour’s value to the Exelon board and to the finance and risk and audit committees. Corporation

Primary Skills & Core Competencies:

Finance

Executive

Safety & Security

Industry

Risk

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Corporate Governance at Exelon

DIRECTOR INDEPENDENCE

Under Exelon’s Corporate Governance Principles, a substantial majority of the board must be composed of independent directors, as defined by the NYSE. In addition to complying with the NYSE rules, Exelon monitors the independence of audit and compensation and leadership development committee members under rules of the SEC (for members of the audit committee and compensation and leadership development committee) and the Internal Revenue Service (for members of the compensation and leadership development committee). The board has adopted independence criteria corresponding to the NYSE rules for director independence and the following categorical standards to address those relationships that are not specifically covered by the NYSE rules:

1.

A director’s relationship with another company with which Exelon does business will not be considered a material relationship that would impair the director’s independence if the aggregate of payments made by Exelon to that other company, or received by Exelon from that other company, in the most recent fiscal year, is less than the greater of $1 million or 5% of the recipient’s consolidated gross revenues in that year. In making this determination, a commercial transaction will not be deemed to affect a director’s independence, if and to the extent that: (a) the transaction involves rates or charges that are determined by competitive bidding, set with reference to prevailing market prices set by a well-established commodity market, or fixed in conformity with law or governmental authority; or (b) the provider of goods or services in the transaction is determined by the purchaser to be the only practical source for the purchaser to obtain the goods or services.

2.

If a director is a current employee, or a director’s immediate family member is an executive officer, of a charitable or other tax-exempt organization to which Exelon has made contributions, the contributions will not be considered a material relationship that would impair the director’s independence if the aggregate of contributions made by Exelon to that organization in its most recent fiscal year is less than the greater of $1 million or 2% of that organization’s consolidated gross receipts in that year. In any other circumstance, a director’s relationship with a charity or other tax-exempt organization to which Exelon makes contributions will not be considered a material relationship that would impair the director’s independence if the aggregate of all contributions made by Exelon to that organization in its most recent fiscal year is less than the greater of $1 million or 5% of that organization’s consolidated gross receipts in that year. Transactions and relationships with charitable and other tax-exempt organizations that exceed these standards will be evaluated by the board to determine whether there is any effect on a director’s independence.

Each year, directors are requested to provide information about their business relationships with Exelon, including other boards on which they may serve, and their charitable, civic, cultural and professional affiliations. We also gather information on significant relationships between their immediate family members and Exelon. All relationships are evaluated by Exelon’s Office of Corporate Governance for materiality. Data on transactions between Exelon and companies for which an Exelon director or an immediate family member serves as a director or executive officer are presented to the corporate governance committee, which reviews the data and makes recommendations to the full board regarding the materiality of such relationships for the purpose of assessing director independence. The same information is considered by the full board in making the final determination of independence.

Mr. Crane is not considered an independent director because of his employment as president and chief executive officer of Exelon. Each of the other current Exelon directors was determined by our board of directors to be “independent” under applicable guidelines presented above. The amounts involved in the transactions between Exelon and its subsidiaries, on the one hand, and the companies with which a director or an immediate family member is associated, on the other hand, all fell below the thresholds specified by the NYSE rules and the categorical standards specified in the company’s Corporate Governance Principles. Because Exelon provides utility services through its subsidiaries BGE, ComEd, PECO and Constellation and many of its directors live in areas served by the Exelon subsidiaries, many of the directors are affiliated with businesses and charities that receive utility services from Exelon’s subsidiaries. The corporate governance committee does not review transactions pursuant to which Exelon sells gas or electricity to these businesses or charities at tariffed rates. Similarly, because Exelon and its subsidiaries are active in their communities and make substantial charitable

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Table of Contents

Board and 2016 Proxy Statement19

Corporate Governance at Exelon

contributions, and many of Exelon’s directors live in communities served by Exelon and its subsidiaries and are active in those communities, many of Exelon’s directors are affiliated with charities that receive contributions from Exelon and its subsidiaries. None of the directors or their immediate family members is an executive officer of any charitable organizations to which Exelon or its subsidiaries contribute. All such payments to charitable organizations were immaterial under the applicable independence criteria.

We describe below various transactions and relationships considered by the board in assessing the independence of Exelon directors.Matters

Ann C. BerzinThe Board’s Role and Responsibilities

Ms. Berzin serves as a director of a public company that provides equipment and services to Exelon Generation. In 2015, Exelon paid that company approximately $238,000.

Nicholas DeBenedictis

Mr. DeBenedictis serves as the chairman, president and chief executive officer of a public water utility company that received approximately $11,800,000 from Exelon for water supplies. Exelon made these purchases under tariffed utility rates. Mr. DeBenedictis serves as a director of a not-for-profit company that received approximately $4,000,000 from Exelon for health care coverage for Exelon employees. Mr. DeBenedictis serves as a director of a company that Exelon paid $1,500,000 in 2015 for Renewable Energy Credits. Mr. DeBenedictis also serves on the Advisory Board of a company which provides financial services for which Exelon paid $7,200,000 in 2015.

Linda P. Jojo

Ms. Jojo is an employee of a commercial airline. In 2015, Exelon paid that company approximately $5,400,000.

Richard W. Mies

Admiral Mies serves as the director of a public company that provides services to Exelon Generation. In 2015, Exelon paid that company approximately $3,900,000.

John W. Rogers, Jr.

Mr. Rogers serves as a director of a company that is a customer of Exelon. The company paid Exelon approximately $18,700,000 in 2015.

Mayo A. Shattuck III

Mr. Shattuck serves as a director of a company that provides service fees and hosting and maintenance fees in connection with analytic services. In 2015, Exelon paid that company approximately $1,800,000 as a result of a competitive bidding process.

Stephen D. Steinour

Mr. Steinour is the chairman, president and chief executive officer of a company that provided financial services to Exelon. In 2015, Exelon paid that company approximately $1,100,000. For additional information, see Related Person Transactions below.

Corporate Governance at Exelon

RELATED PERSON TRANSACTIONS

Exelon has a written policy for the review and approval or the ratification of related person transactions. Transactions covered by the policy include commercial transactions for goods and services and the purchase of electricity or gas at non-tariffed rates from Exelon or any of its subsidiaries by an entity affiliated with a director or officer of Exelon. The retail purchase of electricity or gas from BGE, ComEd or PECO at rates set by tariff, and transactions between or among Exelon or its subsidiaries are not considered. Charitable contributions approved in accordance with Exelon’s Charitable Contribution Guidelines are deemed approved or ratified under the Related Persons Transaction policy and do not require separate consideration and ratification.

As required by the policy, the board reviewed all commercial, charitable, civic and other relationships with Exelon in 2015 that were disclosed by directors and executive officers of Exelon, BGE, ComEd and PECO, and by executive officers of Exelon Generation that required separate consideration and ratification. The Office of Corporate Governance collected information about each of these transactions, including the related persons and entities involved and the dollar amounts either paid by or received by Exelon. The Office of Corporate Governance also conducted additional due diligence, where required to determine the specific circumstances of the particular transaction, including whether it was competitively bid or whether the consideration paid was based on tariffed rates.

The corporate governance committee and the board reviewed the analysis prepared by the Office of Corporate Governance, which identified those related person transactions which required ratification or approval, under the terms of the policy, or disclosure under the SEC regulations. The corporate governance committee and the board considered the facts and circumstances of each of these related person transactions, including the amounts involved, the nature of the director’s or officer’s relationship with the other party to the transaction, whether the transaction was competitively bid and whether the price was fixed or determined by a tariffed rate.

The committee recommended that the board ratify all of the transactions. On the basis of the committee’s recommendation, the board did so. Several transactions were ratified because the related person served only as a director of the affiliated company, was not an officer or employee of the affiliated company and did not have a pecuniary or material interest in the transaction. For some of these transactions, the value or cost of the transaction was very small, and the board considered the de minimis nature of the transaction as further reason for ratifying it. The board approved and ratified other transactions that were the result of a competitive bidding process, and therefore were considered fairly priced, or arms-length, regardless of any relationship. The remaining transactions were approved by the board, even though the director is an executive officer of the affiliated company, because the transactions involved only retail electricity or gas purchases under tariffed rates or the price and terms were determined as a result of a competitive bidding process. Only one of the related person transactions is required to be disclosed in this proxy statement.

Huntington Bank is a lender to Exelon and its subsidiaries and participates in their credit facilities. Huntington participates in the credit facilities on the same basis as other participating banks with terms based on a competitive process with a syndicate of banks. In 2015, Exelon and its subsidiaries paid Huntington Bank approximately $1,100,000 in fees for credit facilities and letters of credit. Mr. Steinour, an Exelon director, is also Chairman, President and Chief Executive Officer of Huntington Bancshares, the parent of Huntington Bank.

The corporate governance committee and the Exelon board reviewed Huntington Bank’s participation in the credit facilities as related person transactions and concluded that the transactions were in the best interests of Exelon because Huntington participates in the credit facilities on terms equivalent to those of an unrelated bank. There is no indication that Mr. Steinour was involved in the negotiations of the credit facilities or had any direct or indirect material interest in the transactions or influence over them. As compared to Exelon’s and Huntington’s overall revenues, the transactions are immaterial, individually and in the aggregate.

Corporate Governance at Exelon

CORPORATE GOVERNANCE PRINCIPLES

Exelon is committed to maintaining the highest standards of corporate governance. We believe that strong corporate governance is critical to achieving our performance goals and maintaining the trust and confidence of investors, employees, customers, regulatory agencies and other stakeholders.

Our Corporate Governance Principles, together with the board committee charters, provide the framework for the effective governance of Exelon. The board of directors has adopted our Corporate Governance Principles to address matters including qualifications for directors, standards of independence for directors, election of directors, responsibilities and expectations of directors, and evaluating board, committee and individual director performance. The Corporate Governance Principles also address director orientation and training, the evaluation of the chief executive officer and succession planning. The Corporate Governance Principles are revised from time to time to reflect emerging governance trends and to better address the particular needs of the company as they change over time.

THE BOARD’S FUNCTION AND STRUCTUREOverview

Exelon’s business, property and affairs are managed under the direction of the boardBoard of directors.Directors. The board is elected by shareholders to oversee management of the company in the long-term interest of all shareholders. All directors stand for election annually and in uncontested elections must be elected by a majority of the votes cast. The boardBoard considers the interests of otherall of its constituencies, which includeincludes shareholders, customers, employees, annuitants, suppliers, the communities we serve, and the environment. The boardBoard is committed to ensuring that Exelon conducts business in accordance with the highest standards of ethics, integrity, and transparency.

BOARD LEADERSHIPGovernance Highlights

Exelon’s Board remains committed to maintaining the highest standards of corporate governance. We believe our strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders. A summary of our corporate governance practices are described below and more detail is presented in our Corporate Governance Principles, grantwhich are available on the boardExelon website atwww.exeloncorp.comon the Governance page located under the Investors tab.

Board Accountability & Shareholder Rights
✓	Directors are elected annually by a majority of votes cast in uncontested elections. The average level of vote support for Directors in 2018 was 97%.
✓	Eligible shareholders may nominate Directors through Exelon’s “proxy access” bylaws.

Oversight of Risk Management
✓	The Board regularly reviews management’s systematic approach to identifying and assessing risks faced by Exelon and each business unit, taking into account emerging trends and developments and in connection with capital investments and business opportunities.
✓	Our Finance and Risk Committee oversees Exelon’s risk management strategy, policies and practices, financial condition and risk exposures.

Shareholder Engagement
✓	Exelon has a long-standing practice of engaging with our shareholders on corporate governance matters throughout the year, as may be necessary or helpful, to understand the positions of our institutional investors and to share Exelon’s perspective on matters of mutual interest.
✓	Regular and ongoing engagement with our shareholders helps to inform Board and Committee decisions on governance, compensation, environmental stewardship, and other matters.
✓	Page 36 in our Compensation Discussion & Analysis section summarizes the input received during 2018 related to our executive compensation program.

Governance Practices
✓	Our Board and each of the Board’s six Committees undergo annual self-assessments, and individual directors undergo biennial performance assessments that includes input from peers and select members of executive management. (See page 23 for details.)
✓	Continuing director education is provided during Board and Committee meetings and the Company encourages Director participation in externally offered director development opportunities.
✓	Independent Directors meet regularly in executive sessions without management.
✓	Robust stock ownership guidelines require Directors to hold at least 15,000 shares of Exelon common stock within five years after joining the Board; the CEO to hold shares valued at 6X his base salary, and Executive Vice Presidents and higher-level officers to hold shares valued at 3X base salary. Hedging, pledging, and short sales of Exelon stock are prohibited.
✓	Directors may not stand for election after age 75.
✓	Directors should not serve on the boards of more than four other public companies in addition to Exelon and its subsidiaries and any Director who serves as the CEO of a public company should not serve on more than two other public company boards in addition to Exelon.
✓	Transparent political activities and contributions are provided through semi-annual reporting onwww.exeloncorp.com