Constellation Energy Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve directors nominated by the Board to serve one-year terms until the 2027 Annual Meeting.

2. 2

   Say-On-Pay: Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the 2025 compensation of named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder approval to validate its compensation philosophy, which heavily weights variable, performance-based pay (approx. 76% for CEO in equity awards) tying pay to free cash flow before growth, relative TSR, operating earnings, and operational metrics. The Board recommends a FOR vote, arguing the program aligns executives’ interests with shareholders, is benchmarked to peers and advised by an independent consultant, includes clawback provisions, stock ownership requirements, caps and negative modifiers tied to credit ratings, and highlights pay-for-performance outcomes (e.g., strong TSR). The context includes significant recent transactions (Calpine acquisition) and performance that materially affect compensation outcomes and retention needs. The advisory nature means the vote will not be binding but will inform future compensation decisions; management underscores shareholder engagement and intends to consider results when setting future compensation. Potential controversies include large equity awards, retention grants tied to merger integration, and supplemental awards to certain executives; management’s response emphasizes competitive market practices, retention needs, and governance safeguards to mitigate risk.

3. 3

   Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit & Risk Committee’s selection of PwC as Constellation’s independent registered public accounting firm for 2026.

4. 4

   DEI ROI Oversight (Shareholder Proposal

   Shareholder — National Center for Public Policy ResearchBoard: AGAINST

   Request the Board prepare a report assessing whether the company's DEI initiatives are authorized and maintained based on net-present-value and ROI calculations, including opportunity costs and litigation/reputational risks.

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When is the Constellation Energy Corp 2026 annual meeting?

Constellation Energy Corp (CEG) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Constellation Energy Corp 2026 meeting?

The record date for the Constellation Energy Corp 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Constellation Energy Corp's 2026 meeting?

The board is presenting 12 director nominees at the Constellation Energy Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Constellation Energy Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Constellation Energy Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.