8-K – 2026-05-01 – ceg-20260428.htm

ceg-20260428 Pennsylvania 1310 Point Street Baltimore Maryland 21231-3380 (833) 883-0162 Pennsylvania 200 Exelon Way Kennett Square Pennsylvania 19348-2473 (833) 883-0162 ☐ 0001868275 False 0001868275 2026-04-28 2026-04-28 0001868275 ceg:ConstellationEnergyGenerationLLCMember 2026-04-28 2026-04-28

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
April 28, 2026
Date of Report (Date of earliest event reported)

Commission
File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identification Number

001-41137 CONSTELLATION ENERGY CORPORATION 87-1210716
(a Pennsylvania corporation)
1310 Point Street
Baltimore , Maryland 21231-3380
(833)   883-0162

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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par value CEG
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (“Annual Meeting”) of Constellation Energy Corporation (“Constellation”) was held on April 28, 2026. Shareholders of record as of March 4, 2026, were entitled to receive notice and vote at the Annual Meeting.

At the Annual Meeting, the shareholders:
1. Elected eleven director nominees to the Board of Directors, each for a term of one year;
2. Approved, on an advisory basis, the approval of the compensation paid to the named executive officers as disclosed in Constellation’s 2026 proxy statement; and
3. Ratified the appointment of PricewaterhouseCoopers LLP as Constellation’s independent registered public accounting firm for 2026.
4. Did not approve a shareholder proposal requesting a report assessing the bases for Constellation’s diversity, equity and inclusion initiatives.

The following tables present the votes cast with respect to each item of business presented at the meeting:

Proposal 1. Election of Directors

DIRECTOR
FOR
WITHHOLD
ABSTAIN
BROKER NON-VOTE

Yves de Balmann 246,517,608 9,913,410 — 30,638,987
Joseph Dominguez 253,511,419 2,919,599 — 30,638,987
Bradley Halverson 251,225,685 5,205,333 — 30,638,987
Charles Harrington 230,157,238 26,273,780 — 30,638,987
Julie Holzrichter 253,061,906 3,369,112 — 30,638,987
Dhiaa Jamil 252,409,287 4,021,731 — 30,638,987
Ashish Khandpur 250,422,292 6,008,726 — 30,638,987
Robert Lawless 248,790,034 7,640,984 — 30,638,987
Eileen Paterson 251,503,170 4,927,848 — 30,638,987
John Richardson 251,133,875 5,297,143 — 30,638,987
Nneka Rimmer 253,982,520 2,448,498 — 30,638,987

Proposal 2. Advisory Vote to Approve Compensation of our Named Executive Officers (Say-on-Pay)

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE

241,593,166 13,558,055 1,279,797 —

Proposal 3. Ratification of Independent Registered Public Accounting Firm

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE

285,285,740 1,356,702 427,563 —

Proposal 4. Shareholder Proposal

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE

2,969,194 251,481,422 1,980,402 —

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 CORPORATION

/s/ Arden T. Phillips
Arden T. Phillips
Corporate Secretary

May 1, 2026