- Current report filing (8-K)
October 22 2010 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 18, 2010
Commission
File Number
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Exact name of registrant as specified in its charter
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IRS Employer
Identification No.
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1-12869
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CONSTELLATION ENERGY GROUP, INC.
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52-1964611
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MARYLAND
(State
of Incorporation of registrant)
100 CONSTELLATION WAY, BALTIMORE, MARYLAND
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21202
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(Address of principal executive office)
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(Zip Code)
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410-470-2800
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name, former address
and former fiscal year, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(b) On October 18, 2010, Daniel
Camus resigned as the designated director of E.D.F. International S.A. (EDFI)
on the Board of Directors of Constellation Energy Group, Inc. (Constellation),
effective as of October 21, 2010.
(d) In accordance with the Amended and
Restated Investor Agreement, dated as of December 17, 2008, by and between
Constellation and EDFI, on October 22, 2010, the Board of Directors of
Constellation appointed EDFIs nominee, Samuel Minzberg, to fill the vacancy on
Constellations Board of Directors created by Mr. Camus resignation. Mr. Minzberg is a partner in the
Montreal law firm of Davies Ward Phillips & Vineberg LLP. EDF Group, through its subsidiaries,
including EDFI, owns more than 5% of the outstanding shares of common stock of
Constellation, a 49.99% interest in a nuclear generation and operation joint
venture in which Constellation, through its subsidiaries, owns the other
50.01%, and is party to a number of other transactions with Constellation and
its subsidiaries. The share ownership,
joint venture and other transactions are described in more detail in
Constellations reports filed with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the year ended December 31,
2009 and the Current Reports on Form 8-K dated December 18, 2008 and November 12,
2009. The Investor Agreement was filed
previously as Exhibit 10.7 to the Current Report on 8-K filed by
Constellation on December 17, 2008 and is incorporated herein by
reference.
Mr. Minzberg
will receive the standard compensation paid by Constellation Energy to all of
its non-employee directors, which includes an annual cash retainer of $50,000,
meeting fees of $1,500 for each Board and committee meeting attended and a
restricted stock award with a value of $85,000.
The annual cash retainer and restricted stock award will be pro rated
for 2010 to reflect the time Mr. Minzberg will serve on Constellation
Energys Board in 2010.
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934 the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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CONSTELLATION ENERGY
GROUP, INC.
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(Registrant)
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Date:
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October 22,
2010
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/s/
Charles A. Berardesco
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Charles
A. Berardesco
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Senior
Vice President and General Counsel
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3
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