DEFR14C 1 tm2213840d3_defr14c.htm DEFR14C

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

SCHEDULE 14C/A

 

Information Statement Pursuant to Section 14(c) of the

 

Securities Exchange Act of 1934

 

(Amendment No. 1 )

 

 

 

Check the appropriate box:

 

¨ Preliminary Information Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive Information Statement

 

Commonwealth Edison Company

 

(Name of Registrant as Specified in its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 

EXPLANATORY NOTE

 

This Revised Information Statement amends certain compensation table to correct typographical errors included in the Information Statement filed by Commonwealth Edison Company (the “Company”) with the Securities and Exchange Commission on April 29, 2022. This Revised Information Statement amends only the affected tables.

 

 

 

INFORMATION STATEMENT

 

WE ARE NOT ASKING YOU FOR A PROXY AND

 

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

This Information Statement is being provided to you in connection with the action by written consent of the majority shareholder of Commonwealth Edison Company (ComEd or the Company) to be taken on or about May 23, 2022.

 

Notice is hereby given in accordance with Section 7.10 of the Illinois Business Corporation Act of 1983, as amended, that on or about May 23, 2022, Exelon Corporation as the majority shareholder of Commonwealth Edison Company will take action by written consent in lieu of a meeting to elect the following six Directors: Calvin G. Butler Jr., Christopher M. Crane, Ricardo Estrada, Gil Quiniones, Zaldwaynaka Scott, Smita Shah.

 

In accordance with Section 7.10 of the Act, notice of the action by written consent will be delivered to the shareholders promptly after the action is taken.

 

 

 

 

Grants of Plan-Based Awards

 

    Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards  
(Note 1)		   Estimated Possible Payouts
Under Equity Incentive Plan
Awards  
(Note 2)		    All
Other
Stock
Awards:
Number
of
Shares
or Units
(#)
(Note 3)		 Grant
Date
Fair Value
of Stock
and
Option
Awards
($)
(Note 4)
Name Grant
Date

Threshold

($)

Plan

($)

Maximum

($)

  

Threshold

(#)

Target

(#)

 

 

 

 

 

Maximum

(#)

Quiniones — — — —   — — — — —
Butler 1/25/2021 33,750 900,000 1,800,000            
  1/25/2021         6,441 38,639 77,278   1,675,001
  1/25/2021               19,032 825,037
Dominguez 1/25/2021 53,156 1,417,500 2,835,000            
  1/25/2021         2,911 17,465 34,930   757,108
  1/25/2021               8,603 372,940
Trpik 1/25/2021 7,760 206,921 413,841            
  1/25/2021         959 5,750 11,500   249,263
  1/25/2021               2,832 122,767
Jones 1/25/2021 9,797 261,250 522,500            
  1/25/2021         879 5,271 10,542   228,498
  1/25/2021               2,596 112,537
Donnelly 1/25/2021 10,076 268,688 537,376            
  1/25/2021         1,257 7,543 15,086   326,989
  1/25/2021               3,715 161,045
Gómez 1/25/2021 6,779 180,779 361,558            
  1/25/2021         879 5,271 10,542   228,498
Blaise 1/25/2021 5,942 158,460 316,920            
  1/25/2021         786 4,714 9,428   204,352
  1/25/2021               2,322 100,659
Washington 1/25/2021 5,694 151,828 303,655            
  1/25/2021         879 5,271 10,542   228,498
  1/25/2021               2,596 112,537

 

Notes to Grants of Plan-Based Awards Table

 

(1)All NEOs have annual incentive plan target opportunities based on a fixed percentage of their base salary. Under the terms of the AIP, threshold performance earns 50% of target, performance at plan earns 100% of target, and the maximum payout is capped at 200% of target. The possible payout at threshold for AIP was calculated at 3.75% of target which 50% performance on the lowest weighted AIP performance metric. For additional information about the terms of these programs, refer to the Compensation Discussion and Analysis.

 

(2)NEOs have a long-term performance share award target opportunity that is a fixed number of performance shares commensurate with the officer’s position. The possible payout at threshold for performance share awards was calculated at 16.67% of target. The maximum possible payout for performance share awards was calculated at 150% of target, prior to application of a TSR modifier, which may increase or decrease the amount of the awards but may not exceed 200% of target. For additional information about the terms of these programs, refer to the Compensation Discussion and Analysis.

 

(3)This column shows restricted stock unit awards made during the year. The vesting dates of the awards are provided in footnote 2 to the Outstanding Equity Table.

 

(4)This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share awards and restricted stock units granted to each NEO during 2021. Fair value of performance share unit awards granted on January 25, 2021, are based on an estimated payout of 100% of target.

 

 

 

 

Outstanding Equity Awards at Year End

 

Name Number of
Securities
Underlying
Unexercised
Options
That Are
Exercisable
(#)		 Number of
Securities
Underlying
Unexercised
Options
That Are Not
Exercisable
(#)		 Option
Exercise
or Base
Price
($)		 Option
Expiration
Date		 Number
of Shares
or Units of
Stock That
Have Not Yet
Vested
(#)
(Note 2)		 Market Value
of Shares or
Units of Stock
That Have
Not
Yet Vested
Based on
12/31 Closing
Price $57.76
($)
(Note 2)		 Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That
Have Not Yet
Vested
(#)
(Note 3)		 Equity Incentive
Plan Awards:
Market or Payout
Value or
Unearned
Shares, Units or
Other Rights
That Have Not
Yet
Vested
($)
(Note 3)
Quiniones — — — — — — — —
Butler — — — — 110,901 6,405,642 138,794 8,016,741
Dominguez — — — — 68,717 3,969,094 66,964 3,867,841
Trpik — — — — 9,457 546,236 22,046 1,273,377
Jones — — — — 23,668 1,367,064 20,210 1,167,330
Donnelly — — — — 13,211 763,067 28,920 1,670,419
Gómez — — — — 3,408 196,846 8,264 477,329
Blaise — — — — 7,754 447,871 18,076 1,044,070
Washington — — — — 4,382 253,104 20,210 1,167,330

 

Notes to Outstanding Equity Table

 

(1)No stock option awards are outstanding, and no stock option awards have been granted since 2012.

 

(2)The amount shown includes unvested restricted stock unit (RSU) awards at year end, a portion of which vested on January 6, 2022, and the performance share award earned for the performance period beginning January 1, 2019, and ending December 31, 2021, which vested on January 28, 2022. The unvested restricted stock unit awards are composed of:

 

•the final third of an award granted in January 2019, which vested on January 6, 2022,

 

•two-thirds of an award granted in January 2020, half of which vested on January 25, 2021, and half of which vested on January 6, 2022, and

 

•the full award granted on January 25, 2021, one-third of which vested on January 6, 2022, and one-third of which will vest on the date of each of the Compensation Committee’s first regular meetings in 2023 and 2024, respectively.

 

All RSU awards accrue additional shares through automatic dividend reinvestment.

 

For Mr. Dominguez, the amount shown includes 30,000 retention-related restricted stock units awarded on August 1, 2018, that will vest on August 1, 2022. For Ms. Jones the amount shown includes 15,000 retention-related restricted stock units awarded on January 29, 2018, that will vest on January 29, 2023. For Mr. Butler, the amount also includes a promotion-related restricted stock unit award for 28,468 shares granted on December 2, 2019, that will cliff vest on December 2, 2024. All shares are valued at $57.76, the closing price on December 31, 2021.

 

(3)The amount shown includes the target performance share awards granted on January 27, 2020, for the performance period ending December 31, 2022, and the target performance share awards granted on January 25, 2021, for the performance period ending December 31, 2023. The value of these awards has been increased to reflect the highest level of performance achievable for the period, or 200%. All shares are valued at $57.76, the closing price on December 31, 2021.

 

 

 

 

Pension Benefits

 

Name Plan Name Number of
Years Credited
Service
(#)		 Present Value
of Accumulated
Benefit
($)		 Payments
During Last
Fiscal Year
($)
Quiniones n/a — — —
Butler CBPP 13.91 344,782 —
  SMRP 13.91 738,313 —
Dominguez CBPP 19.35 566,202 —
  SMRP 19.35 964,583 —
Trpik CBPP 19.59 633,199 —
  SMRP 19.59 470,459 —
Jones CBPP 14.41 320,233 —
  SMRP 14.41 114,290 —
Donnelly CBPP 38.53 1,762,557 —
  SMRP 38.53 1,061,715 —
Gómez CBPP 14.17 356,725 —
  SMRP 14.17 175,229 224,031
Blaise CBPP 39.53 1,830,178 —
  SMRP 39.53 295,411 —
Washington CBPP 18.71 474,997 —
  SMRP 18.71 105,188 —

 

Nonqualified Deferred Compensation

 

Name Executive
Contributions
in 2021
($)
(Note 1)		 Registrant
Contributions
in 2021
($)
(Note 2)

Aggregate

Earnings
in 2021
($)
(Note 3)

 Aggregate
Withdrawals/
Distributions
($)		 Aggregate
Balance at
12/31/21
($)
(Note 4)
Quiniones — — — — —
Butler 53,750 14,800 26,477 — 286,509
Dominguez 22,549 13,530 8,420 — 82,658
Trpik — 3,621 37,549 — 184,985
Jones — — — — —
Donnelly 10,178 5,121 96,622 — 880,181
Gómez — — — — —
Blaise — — — — —
Washington 3,936 1,687 61 — 5,684

 

Notes to Nonqualified Deferred Compensation Table

 

(1)The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table.

 

(2)The full amount shown under registrant contributions is included in the Company contributions to savings plans for each NEO shown in the “All Other Compensation” Table.

 

(3)The amount shown under aggregate earnings reflects the NEO’s gain or loss based upon the individual allocation of his or her notional account balance into the basket of mutual fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above.

 

(4)For all NEOs the aggregate balance shown includes those amounts, both executive contributions and registrant contributions, that have been disclosed either as base salary as described in Note 1 or as Company contributions under all other compensation as described in Note 2 for the current fiscal year ending December 31, 2021.

 

 

 

 

Estimated Value of Benefits to be Received Upon Retirement

 

The following table shows the estimated value of payments and other benefits to be paid to the NEOs assuming each had retired as of December 31, 2021. These payments and benefits are in addition to the present value of the accumulated benefits from each NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Deferred Compensation section.

 

Name Cash Payment
  ($)
  (Note 1)

Value of Unvested
Equity Awards

($)
(Note 2)

 Total Value of All
  Payments and Benefits
  ($)
  (Note 3)
Quiniones — — —
Butler 820,000 — 820,000
Dominguez 847,000 3,864,000 4,711,000
Trpik 248,000 — 248,000
Jones 228,000 — 228,000
Donnelly 339,000 1,669,000 2,008,000
Blaise 143,000 1,043,000 1,186,000
Washington 191,000 — 191,000

 

1)Under the terms of the 2021 AIP, a pro-rated annual incentive award is payable upon retirement based on the number of days worked during the year of retirement. The amount above represents the executive’s 2021 annual incentive payout after Company/business unit performance was determined.

 

2)Includes the value of the executives’ unvested performance share awards granted in 2019, 2020, and 2021 assuming target performance and the accelerated portion of the executives’ RSU awards that, per applicable awards agreements, would vest upon retirement. The value of the shares is based on Exelon’s closing stock price on December 31, 2021, of $57.76.

 

3)Estimate of total payments and benefits based on a retirement date of December 31, 2021.

 

 

Estimated Value of Benefits to be Received Upon Termination due to Death or Disability

 

The following table shows the estimated value of payments and other benefits to be paid to the NEOs assuming employment is terminated due to death or disability as of December 31, 2021. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Deferred Compensation section.

 

Name Cash Payment
  ($)
  (Note 1)

Value of Unvested
Equity Awards

($)
(Note 2)

 Total Value of All
  Payments and Benefits
  ($)
  (Note 3)
Quiniones — — —
Butler 820,000 10,521,000 11,341,000
Dominguez 847,000 6,175,000 7,022,000
Trpik 248,000 1,272,000 1,520,000
Jones 228,000 2,032,000 2,260,000
Donnelly 339,000 1,669,000 2,008,000
Blaise 143,000 1,043,000 1,186,000
Washington 191,000 988,000 1,179,000

 

1)Under the terms of the 2021 AIP, a pro-rated annual incentive award is payable upon death or disability based on the number of days worked during the year of termination. The amount above represents the executives’ 2020 annual incentive payout after Company and/or business unit performance was determined.

 

2)Includes the value of the executives’ unvested performance share awards granted in 2019, 2020, and 2021 assuming target performance and the accelerated portion of the executives’ RSU awards that, per applicable awards agreements, would vest upon death or disability. The value of the shares is based on Exelon’s closing stock price on December 31, 2021 of $57.76.

 

3)Estimate of total payments and benefits based on termination due to death or disability on December 31, 2020.

 

 

 

 

Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control

 

The following table shows the estimated value of payments and other benefits to be paid to the NEOs assuming they were terminated as of December 31, 2021, under the terms of the Senior Management Severance Plan. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO shown in the tables within the Deferred Compensation section.

 

Name Cash
  Payment
  ($)
  (Note 1)		 Retirement
  Benefit
  Enhancement
  ($)
  (Note 2)		 Value of
  Unvested
  Equity
Awards
  ($)
  (Note 3)		 Health and
  Welfare
  Benefit
  Continuation
  ($)
  (Note 4)		 Perquisites
  And Other
  Benefits
  ($)
  (Note 5)		 Total Value of
  All Payments
  and Benefits
  ($)
  (Note 6)
Quiniones 2,106,000 — — 1,000 40,000 2,147,000
Butler 4,420,000 252,000 6,426,000 43,200 40,000 11,181,200
Dominguez 5,782,000 395,000 5,911,000 47,000 40,000 12,175,000
Trpik 1,024,000 62,000 793,000 27,000 40,000 1,946,000
Jones 1,148,000 69,000 1,576,000 22,000 40,000 2,855,000
Donnelly 1,286,000 90,000 1,669,000 22,000 40,000 3,107,000
Blaise 781,000 64,000 1,043,000 14,000 40,000 1,942,000
Washington 803,000 46,000 548,000 16,000 40,000 1,453,000

 

1)Represents the estimated severance benefit equal to 1.25 times (2 times for Messrs. Butler, Dominguez, and Quiniones) the sum of (i) current base salary and (ii) the target annual incentive for the year of termination, plus a pro-rated annual incentive award for the year in which termination occurs. The amount above represents the executives’ 2021 annual incentive payout after Company/business unit performance was determined.

2)Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan.

3)Includes the value of the executives’ unvested performance share awards granted in 2019, 2020, and 2021 assuming target performance and the accelerated portion of the executives’ RSU awards that, per applicable awards agreements, would vest upon an involuntary separation not related to a change of control. The value of the shares is based on Exelon’s closing stock price on December 31, 2021, of $57.76.

4)Estimated costs of healthcare, life insurance, and long-term disability coverage which continue during the severance period.

5)Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs.

6)Estimate of total payments and benefits based on a termination date of December 31, 2021.

 

 

 

 

Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control

 

The following table shows the estimated value of payments and other benefits to be paid to the NEOs assuming they were terminated upon a qualifying change in control as of December 31, 2021. These payments and benefits are in addition to the present value of accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO shown in tables within the Deferred Compensation section.

 

Name Cash
  Payment
  ($)
  (Note 1)		 Retirement
  Benefit
  Enhancement
  ($)
  (Note 2)		 Value of
  Unvested
  Equity
Awards
  ($)
  (Note 3)		 Health and
  Welfare
  Benefit
  Continuation
  ($)
  (Note 4)		 Perquisites
  And Other
  Benefits
  ($)
  (Note 5)		 Potential
  Scaleback
  ($)		 Total Value
of All
Payments
  and
Benefits
  ($)
  (Note 6)
Quiniones 3,148,000 — — 1,000 40,000 — 3,189,000
Butler 6,202,000 377,000 10,521,000 65,000 40,000 — 17,205,000
Dominguez 8,225,000 590,000 6,175,000 70,000 40,000 — 15,100,000
Trpik 1,179,000 81,000 1,272,000 33,000 40,000 — 2,605,000
Jones 1,332,000 83,000 2,032,000 26,000 40,000 — 3,513,000
Donnelly 1,475,000 117,000 1,669,000 27,000 40,000 — 3,328,000
Blaise 909,000 82,000 1,043,000 17,000 40,000 — 2,091,000
Washington 925,000 59,000 988,000 20,000 40,000 — 2,032,000

 

1)Represents the estimated cash severance benefit equal to 1.5 times (2.99 times for Messrs. Butler, Dominguez, and Quiniones) the sum of (i) current base salary and (ii) the annual incentive award at target, plus a pro-rated annual incentive award for the year in which termination occurs. The amount above represents the executives’ 2021 annual incentive payout after Company/business unit performance was determined.

2)Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan.

3)Includes the value of the executives’ unvested performance shares, all of which will vest upon termination at the actual level earned and awarded (it is assumed the 2019, 2020, and 2021 performance shares are earned at target) and the accelerated portion of the executives’ RSUs that would vest upon a qualifying termination following a change in control. The value of the shares is based on Exelon’s closing stock price on December 31, 2021, of $57.76.

4)Estimated costs of healthcare, life insurance and long-term disability coverage which continue during the severance period.

5)Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs.

6)Estimate of total payments and benefits based on a termination date of December 31, 2021.