Constellation Energy (CEG) Proxy filing summary

Executive summary

• Achieved a total shareholder return of approximately 634% since 2022, driven by strong operational and financial performance and strategic execution, including the acquisition of Calpine in January 2026, creating the largest clean and reliable energy producer in the U.S.

• Maintained a disciplined capital allocation strategy, targeting at least 10% annual dividend growth, strong investment-grade credit metrics, and $600 million remaining on the buyback program.

• Secured long-term power purchase agreements with Meta and Microsoft, supporting clean energy goals and enabling plant uprates and job preservation.

• Resolved regulatory disputes, such as the agreement with Maryland for Conowingo Dam, ensuring compliance and long-term operational continuity.

Voting matters and shareholder proposals

• Shareholders will vote on the election of twelve directors, an advisory say-on-pay vote, ratification of PricewaterhouseCoopers LLP as auditor, and a shareholder proposal regarding DEI initiative oversight.

• The Board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the shareholder DEI proposal.

Board of directors and corporate governance

• Board consists of twelve directors, 92% independent, with a diverse mix of skills and backgrounds; full declassification of the Board will occur after the 2026 meeting.

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

• Annual Board and committee self-evaluations, robust director education, and a mandatory retirement policy after age 80.

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