ceg-20260428
| 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