Exelon 2015 Annual Report Download - page 390

Table of Contents
Combined Notes to Consolidated Financial Statements—(Continued)
(Dollars in millions, except per share data unless otherwise noted)
At December 31, 2015 and 2014, ComEd prior preferred securities and ComEd cumulative preference securities consisted of 850,000 shares
and 6,810,451 shares authorized, respectively, none of which were outstanding.
At December 31, 2015 and 2014, BGE cumulative preference stock, $100 par value, consisted of 6,500,000 shares authorized of which
1,900,000 are outstanding as set forth in the table below. Shares of BGE preference stock have no voting power except for the following:
• The preference stock has one vote per share on any charter amendment that i) with regards to either dividends or distribution of assets,
would create or authorize any shares of stock ranking prior to or on a parity with the preference stock or ii) substantially adversely affect
the contract rights, as expressly set forth in BGE’s charter, of the preference stock. Each such amendment would require the affirmative
vote of two-thirds of all the shares of preference stock outstanding; and
• Whenever BGE fails to pay full dividends on the preference stock and such failure continues for one year, the preference stock shall
have one vote per share on all matters, until and unless such dividends shall have been paid in full. Upon liquidation, the holders of the
preference stock of each series outstanding are entitled to receive the par amount of their shares and an amount equal to the unpaid
accrued dividends.
December 31,
Redemption
Price
2015 2014 2015 2014
Shares Outstanding
Dollar
Amount
Series (without mandatory redemption)
7.125%, 1993 Series $ 100.00 400,000 400,000 $ 40 $ 40
6.97%, 1993 Series 100.00 500,000 500,000 50 50
6.70%, 1993 Series 100.00 400,000 400,000 40 40
6.99%, 1995 Series 100.00 600,000 600,000 60 60
Total preference stock 1,900,000 1,900,000 $190 $190
(a) Redeemable, at the option of BGE, at the indicated dollar amounts per share, plus accrued and unpaid dividends.
20. Stock-Based Compensation Plans (Exelon, Generation, ComEd, PECO and BGE)
Stock-Based Compensation Plans
Exelon grants stock-based awards through its LTIP, which primarily includes stock options, restricted stock units and performance share
awards. At December 31, 2015, there were approximately 16 million shares authorized for issuance under the LTIP. For the years ended
December 31, 2015, 2014 and 2013, exercised and distributed stock-based awards were primarily issued from authorized but unissued common
stock shares.
The Compensation Committee of Exelon’s Board of Directors changed the mix of awards granted under the LTIP in 2013 by eliminating
stock options in favor of the use of full value shares, consisting of 67% performance shares and 33% restricted stock units. The performance
share awards granted in 2013 will cliff vest at the end of a three-year performance period. The performance share awards granted in 2012 and
earlier had a one-year performance period and vested ratably over three years. To address the reduction in annual award opportunity resulting from
the transition to a three-year cliff vesting performance period, the Compensation Committee also approved a one-time grant of
383
(a)
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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