Constellation Energy (CEG) Proxy Filing summary

Executive summary

• Achieved 362.2% total shareholder return since 2022 separation, outperforming financial expectations and returning $3 billion to shareholders through dividends and buybacks, with $1 billion remaining authorized for repurchases.

• Announced a $16.4 billion cash and stock acquisition of Calpine, expected to close in Q4 2025, creating the largest clean energy provider in the U.S. with nearly 60 GW of zero- and low-emission capacity.

• Secured major contracts, including a 20-year PPA with Microsoft to restart Three Mile Island Unit 1 and over $1 billion in U.S. GSA contracts, supporting growth in nuclear and clean energy.

• Maintained an investment-grade balance sheet and set a deleveraging plan to return to target leverage ratios by end of 2027.

Voting matters and shareholder proposals

• Shareholders will vote to elect five Class III directors, approve executive compensation (say-on-pay), and ratify PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Board recommends voting FOR all proposals; no other business is anticipated.

• Shareholder proposals for the 2026 meeting must be submitted by November 19, 2025.

Board of directors and corporate governance

• Board consists of 12 directors, 92% independent, with a mix of skills in finance, operations, technology, and sustainability.

• Board will be fully declassified after the 2026 meeting, moving to annual elections for all directors.

• Four standing committees: Audit & Risk, Compensation, Corporate Governance, and Nuclear Oversight, all comprised of independent directors.

• Regular board and committee self-evaluations, robust director orientation, and ongoing education.

• Shareholder engagement included outreach to over 50% of shares, with feedback supporting current governance and compensation practices.