Exelon seeks changes to NRG Energy's board

By Lisa Kerner

Charlotte, N.C., March 17 - Exelon Corp. said it filed a preliminary proxy statement with the Securities and Exchange Commission in connection with the 2009 annual meeting of NRG Energy, Inc. shareholders.

According to Exelon, it is soliciting proxies in support of changes to NRG's board of directors and bylaws.

Exelon said it is nominating for election as class III directors independent candidates Betsy S. Atkins, Ralph E. Faison, Coleman Peterson and Thomas C. Wajnert.

The shareholder wants to replace the four class III directors of NRG whose terms expire at NRG's annual meeting.

In addition, Exelon said it wants to expand the Princeton, N.J.-based power generation company's board to 19 directors divided into three approximately equal classes.

Exelon recommends that to fill five of the seven newly created vacancies, shareholders elect John M. Albertine, Marjorie L. Bowen, Donald DeFosset Jr., Richard H. Koppes and Ralph G. Wellington.

Exelon is seeking to repeal any amendments to the NRG bylaws adopted by the NRG board without the approval of the NRG shareholders after Feb. 26.

No date has been set for NRG's 2009 annual meeting. Under Delaware law, the meeting is required to take place within 13 months after NRG's last meeting held May 14, 2008, according to Exelon.

In October, Exelon, a Chicago-based electric company, proposed acquiring NRG at a fixed exchange ratio of 0.485 of a share of Exelon common stock for each share of NRG common stock. Exelon said it brought the offer directly to NRG shareholders on Nov. 12 after the company twice rejected the offer.

As previously reported, the exchange offer was extended to 5 p.m. ET on June 26 from Feb. 25. Exelon said it extended the tender offer to allow the company time to obtain regulatory approvals and to solicit proxies for the election of NRG directors.

"Given the strong majority support we have already received from NRG shareholders participating in our exchange offer, we look forward to continuing to work closely with shareholders of both companies to ensure that the Exelon-NRG combination will create the greatest value," Exelon chairman and chief executive officer John Rowe said in a company news release.

NRG's annual meeting is the next step in unlocking that value, Rowe said.

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