-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E1qdThs5hgwW0Z3vr+vBJj2c1ULd9lEmUd7BCCDVl4f6LBmnNIk1k2a4ZwNvAUma kIyYo3EGx9iZMlSBpX4xkQ== 0001104659-10-053299.txt : 20101022 0001104659-10-053299.hdr.sgml : 20101022 20101022163252 ACCESSION NUMBER: 0001104659-10-053299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101018 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20101022 DATE AS OF CHANGE: 20101022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY GROUP INC CENTRAL INDEX KEY: 0001004440 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 521964611 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12869 FILM NUMBER: 101137604 BUSINESS ADDRESS: STREET 1: 100 CONSTELLATION WAY CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4104702800 MAIL ADDRESS: STREET 1: 100 CONSTELLATION WAY CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION ENERGY CORP DATE OF NAME CHANGE: 19951220 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 8-K 1 a10-19470_48k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  October 18, 2010

 

Commission
File Number

 

Exact name of registrant as specified in its charter

 

IRS Employer
Identification No.

 

 

 

 

 

1-12869

 

CONSTELLATION ENERGY GROUP, INC.

 

52-1964611

 

MARYLAND

(State of Incorporation of registrant)

 

100 CONSTELLATION WAY, BALTIMORE, MARYLAND

 

21202

(Address of principal executive office)

 

(Zip Code)

 

410-470-2800

(Registrant’s telephone number, including area code)

 

NOT APPLICABLE

(Former name, former address

and former fiscal year, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02.                                          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b)           On October 18, 2010, Daniel Camus resigned as the designated director of E.D.F. International S.A. (“EDFI”) on the Board of Directors of Constellation Energy Group, Inc. (“Constellation”), effective as of October 21, 2010.

 

(d)           In accordance with the Amended and Restated Investor Agreement, dated as of December 17, 2008, by and between Constellation and EDFI, on October 22, 2010, the Board of Directors of Constellation appointed EDFI’s nominee, Samuel Minzberg, to fill the vacancy on Constellation’s Board of Directors created by Mr. Camus’ resignation.  Mr. Minzberg is a partner in the Montreal law firm of Davies Ward Phillips & Vineberg LLP.  EDF Group, through its subsidiaries, including EDFI, owns more than 5% of the outstanding shares of common stock of Constellation, a 49.99% interest in a nuclear generation and operation joint venture in which Constellation, through its subsidiaries, owns the other 50.01%, and is party to a number of other transactions with Constellation and its subsidiaries.  The share ownership, joint venture and other transactions are described in more detail in Constellation’s reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2009 and the Current Reports on Form 8-K dated December 18, 2008 and November 12, 2009.  The Investor Agreement was filed previously as Exhibit 10.7 to the Current Report on 8-K filed by Constellation on December 17, 2008 and is incorporated herein by reference.

 

Mr. Minzberg will receive the standard compensation paid by Constellation Energy to all of its non-employee directors, which includes an annual cash retainer of $50,000, meeting fees of $1,500 for each Board and committee meeting attended and a restricted stock award with a value of $85,000.  The annual cash retainer and restricted stock award will be pro rated for 2010 to reflect the time Mr. Minzberg will serve on Constellation Energy’s Board in 2010.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

CONSTELLATION ENERGY GROUP, INC.

 

(Registrant)

 

Date:

October 22, 2010

 

/s/ Charles A. Berardesco

 

 

 

Charles A. Berardesco

 

 

 

Senior Vice President and General Counsel

 

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