January 30, 2009
Exelon to Nominate Independent Directors for NRG Board
Exelon Corporation (NYSE:EXC) announced today it has proposed a slate of independent nominees for election to the Board of Directors of NRG Energy, Inc. (NYSE:NRG) at the NRG 2009 annual meeting of shareholders, together with a proposal.
CHICAGO (Jan. 30, 2009) -- Exelon Corporation (NYSE:EXC) announced today it has proposed a slate of independent nominees for election to the Board of Directors of NRG Energy, Inc. (NYSE:NRG) at the NRG 2009 annual meeting of shareholders, together with a proposal to increase the number of NRG directors from 12 to 19. Exelon said it would nominate nine highly qualified, independent candidates for election at NRG’s next annual meeting of shareholders. The slate includes sitting and former CEOs, and corporate governance experts.
“We believe NRG shareholders deserve a board that will act in the best interests of NRG and its shareholders,” said John W. Rowe, Exelon chairman and CEO. “We are looking forward to election of nominees who will exercise their fiduciary duty and act in the best interests of NRG and its shareholders and who will take seriously the value creation opportunity represented by the proposed combination with Exelon in comparison with any other strategic choices NRG may have. NRG shareholders have shown their support through their participation in Exelon’s exchange offer.”
Four nominees are proposed to replace the NRG Class III directors who are up for election at the 2009 annual shareholder meeting. The nominees are: Betsy S. Atkins, Ralph E. Faison, Coleman Peterson and Thomas C. Wajnert. Exelon is also proposing five nominees to fill vacancies created from the proposed expansion of the NRG board to 19 directors. Those nominees are: John M. Albertine, Marjorie L. Bowen, Donald DeFosset, Jr., Richard H. Koppes and Ralph G. Wellington.
If the NRG board is expanded and the entire slate of directors nominated by Exelon is elected, it will represent slightly less than a majority of NRG’s board of directors. The two remaining seats on the expanded board would remain open to NRG’s own director nominees. Exelon said that its decision to leave two seats open was designed to avoid a change in control of NRG that could trigger a requirement for NRG to pay a significant amount of its debt.
“Exelon is confident that with an expanded and reconstituted NRG board, a majority of NRG directors will exercise their fiduciary duty and vote for the clear path to shareholder value,” said Rowe. “Despite the substantial premium our proposal represents to NRG’s stock price as of October 17, 2008, and the large number of shares of common stock tendered into Exelon’s exchange offer, NRG’s current board and management have continued their refusal to allow due diligence – an essential step for a company that takes its fiduciary obligations to shareholders seriously and wants to create shareholder value. We strongly encourage NRG shareholders to support the slate of director nominees, and to tender their shares into Exelon’s exchange offer to further drive this point home.”
Biographical information on each of the nominees follows:
Betsy S. Atkins
Betsy S. Atkins, 55, is Chief Executive Officer and President of B.S.A. Baja Corp., an early stage venture capital company investing in technology, life sciences, and renewable energy. She previously served as CEO and Chairman of NCI Inc., a nutraceutical/functional food manufacturer.
Ms. Atkins currently serves on the boards of Chico’s FAS, Inc., Polycom, Inc., Reynolds American Inc. and SunPower Corporation. She received a bachelor’s degree from the University of Massachusetts.
Ralph E. Faison
Ralph E. Faison, 50, recently served as President, Chief Executive Officer and a director of Andrew Corporation, a wireless communications equipment manufacturer that was acquired by CommScope in 2007. He also served as President, Chief Executive Officer and a director of Celiant Corporation before its acquisition by Andrew Corporation in 2002.
Earlier in his career, Mr. Faison served in various roles for AT&T Corporation, including Vice President and General Manager of AT&T’s Wireless Business unit and Manufacturing Vice President for its Consumer Products unit in Bangkok, Thailand. From 1995 to 2001, he worked with Lucent Technologies as Vice President for Advertising and Brand Management and Vice President of the New Ventures Group.
Mr. Faison currently serves on the board of NETGEAR, Inc. He received a bachelor’s degree from Georgia State University and an M.S. degree in management from Stanford University.
Coleman Peterson, 60, is the Founder, President, and Chief Executive Officer of Hollis Enterprises, LLC, a human resources consulting firm based in Bentonville, Arkansas. From 1994 to 2000, he served as Senior Vice President, and from 2000-2004 he served as Executive Vice President, of the People Division of Wal-Mart Stores, Inc. Mr. Peterson also held a number of human resource positions at Venture Stores and Osco Drug, Inc.
Currently, Mr. Peterson serves on the boards of Build-A-Bear Workshop, Inc. and J.B. Hunt Transport Services, Inc. He received both a bachelor’s degree and an M.S. in industrial relations degree from Loyola University of Chicago.
Thomas C. Wajnert
Thomas C. Wajnert, 65, has been self-employed since July 2006, providing advisory services with respect to the financial services industry. He has been Co-Founder and Owner of TNT Vineyards, LLC, a company that produces high-quality cabernet sauvignon grapes and estate bottled wines, since 2002, and served as Founder, Principal and Senior Managing Director of FairView Advisors, LLC from 2002 to 2006.
From 1999 to 2001, Mr. Wajnert served as Chairman and Chief Executive Officer of SEISMIQ, Inc., and he was Chairman and Chief Executive Officer of EPIX Holdings, Inc. in 1998 and 1999. From 1984 through 1997, he served in various roles for AT&T Capital Corporation, including: Founder and Chief Executive Officer (AT&T Credit Corporation); Chief Executive Officer; President, Chief Executive Officer and Vice Chairman; and Chairman.
Mr. Wajnert currently serves on the boards of Reynolds American Inc., NYFIX Inc., and UDR Inc. He received a bachelor’s degree in business from the Illinois Institute of Technology, and an M.B.A. from Southern Methodist University.
John M. “Jack” Albertine
Jack Albertine, 64, is Chairman and Chief Executive Officer of Albertine Enterprises, Inc., a consulting, merchant banking and lobbying firm. From 1986 to 1992, he served as a director for Fruit of the Loom, and served as Vice Chairman of Fruit of the Loom from 1986 to 1990. Prior to that, he served as President of American Business Conference from 1981 to 1986. He has also served as Executive Director for the Congressional Joint Economic Committee and served as an instructor, assistant professor and associate professor at Mary Washington College.
Mr. Albertine has been a director of 14 publicly traded companies and currently serves on the board of three: Integral Systems, Inc., Intersections Inc. and Kadant Inc. He received his bachelor’s degree in Economics from King’s College and his Ph.D. in Economics from University of Virginia.
Marjorie L. Bowen
Marjorie L. Bowen, 43, retired as Managing Director with Houlihan Lokey Howard & Zukin, an international investment-banking firm headquartered in Los Angeles where she was employed from 1989 to 2008 and most recently served as National Director of the Fairness Opinion Practice.
Ms. Bowen currently serves on the boards of two companies: Vertis, Inc., and Global Aero Logistics Inc. She received a B.A. from Colgate University and an M.B.A. in finance from the University of Chicago.
Donald DeFosset, Jr.
Donald DeFosset, Jr., 60, retired in November 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified company with principal operating businesses in homebuilding and home financing, water infrastructure and energy products.
Mr. DeFosset serves on the boards of four public companies: Terex Corporation, Regions Financial Corporation, Enpro Industries, Inc. and National Retail Properties, Inc. He received a bachelor’s degree in industrial engineering from Purdue University and an M.B.A. from Harvard University.
Richard H. Koppes
Richard H. Koppes, 62, is Of Counsel at Jones Day and Corporate Governance Fellow in the Executive Education Programs at Stanford Law School. He has served as the Administrative Officer of the National Association of Public Pension Attorneys since August 1996 and formerly served as Deputy Executive Officer and General Counsel of the California Public Employees’ Retirement System (CalPERS).
Mr. Koppes currently serves on the board of Valeant Pharmaceuticals International. He received a bachelor’s degree from Loyola Marymount University and a J.D. from the University of California, Los Angeles.
Ralph G. Wellington
Ralph G. Wellington, 62, is Chairman of Schnader Harrison Segal & Lewis LLP, a Philadelphia-based law firm, where he has been a partner since 1978. He has extensive experience representing major corporations in significant litigation and business matters throughout the United States and is an active appellate advocate, having argued before the United States Supreme Court, as well as numerous federal and state appellate courts.
Mr. Wellington has served on several non-profit boards and professional committees. He received a bachelor’s degree from Kalamazoo College and a J.D. from the University of Michigan Law School.
This news release relates to the offer (the “Offer”) by Exelon Corporation (“Exelon”) through its direct wholly owned subsidiary, Exelon Xchange Corporation (“Xchange”), to exchange each issued and outstanding share of common stock (the “NRG shares”) of NRG Energy, Inc. (“NRG”) for 0.485 of a share of Exelon common stock. This news release is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, NRG shares, nor is it a substitute for the Tender Offer Statement on Schedule TO or the Prospectus/Offer to Exchange included in the Registration Statement on Form S-4 (Reg. No. 333-155278) (including the Letter of Transmittal and related documents and as amended from time to time, the “Exchange Offer Documents”) previously filed by Exelon and Xchange with the Securities and Exchange Commission (the “SEC”). The Offer is made only through the Exchange Offer Documents. Investors and security holders are urged to read these documents and other relevant materials as they become available, because they will contain important information.
Exelon expects to file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with the solicitation of proxies (the “NRG Meeting Proxy Statement”) for the 2009 annual meeting of NRG stockholders (the “NRG Meeting”). Exelon will also file a proxy statement on Schedule 14A and other relevant documents with the SEC in connection with its solicitation of proxies for a meeting of Exelon shareholders (the “Exelon Meeting”) to be called in order to approve the issuance of shares of Exelon common stock pursuant to the Offer (the “Exelon Meeting Proxy Statement”). Investors and security holders are urged to read the NRG Meeting Proxy Statement and the Exelon Meeting Proxy Statement and other relevant materials as they become available, because they will contain important information.
Investors and security holders can obtain copies of the materials described above (and all other related documents filed with the SEC) at no charge on the SEC’s website: www.sec.gov. Copies can also be obtained at no charge by directing a request for such materials to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, toll free at 1-877-750-9501. Investors and security holders may also read and copy any reports, statements and other information filed by Exelon, Xchange or NRG with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Exelon, Xchange and the individuals to be nominated by Exelon for election to NRG’s Board of Directors will be participants in the solicitation of proxies from NRG stockholders for the NRG Meeting or any adjournment or postponement thereof. Exelon and Xchange will be participants in the solicitation of proxies from Exelon shareholders for the Exelon Meeting or any adjournment or postponement thereof. In addition, certain directors and executive officers of Exelon and Xchange may solicit proxies for the Exelon Meeting and the NRG Meeting. Information about Exelon and Exelon’s directors and executive officers is available in Exelon’s proxy statement, dated March 20, 2008, filed with the SEC in connection with Exelon’s 2008 annual meeting of shareholders. Information about Xchange and Xchange’s directors and executive officers is available in Schedule II to the Prospectus/Offer to Exchange. Information about any other participants will be included in the NRG Meeting Proxy Statement or the Exelon Meeting Proxy Statement, as applicable.
Exelon Corporation is one of the nation’s largest electric utilities with nearly $19 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and Pennsylvania and natural gas to 480,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.