SEC Form DEF 14A filed by Constellation Energy Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

CONSTELLATION ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Letter from Constellation’s Board of Directors

March 19, 2025

Dear Fellow Shareholders:

As we approach our 2025 Annual Meeting of Shareholders, the Board would like to take this opportunity to thank our world-class team for their hard work and dedication. Their relentless execution of our strategy continues to create value for our shareholders as we help America to meet the needs of achieving clean and reliable energy to grow our data-driven economy, protect our national security, and accelerate the energy transition. We are immensely proud of the progress our team has made this past year and are excited for our future as Constellation is uniquely positioned to address the growing energy needs of our customers.

Delivering on Our Commitments

In our first three years as a stand-alone company, we have outperformed financial expectations, and for a second consecutive year we exceeded the top end of our revised guidance range. Our outperformance has translated into significant value creation with Constellation delivering a total shareholder return of 362.2% through 2024 since our separation from Exelon in 2022. To date, we have returned approximately $3 billion to shareholders through dividends and the company’s share repurchase plan with another $1 billion of remaining authorization for additional repurchases. We have accomplished all of this while strengthening our investment-grade balance sheet.

We continue to find innovative ways to grow and develop the business. In September 2024, we announced the signing of a 20-year power purchase agreement with Microsoft that will restart Three Mile Island Unit 1 and support the launch of the Crane Clean Energy Center, which is expected to create 3,400 direct and indirect jobs and deliver more than $3 billion in state and federal taxes. Under this agreement, Microsoft will purchase energy from the renewed plant as part of its goal to help match the power its data centers use in the PJM region. Just a few months later, in late 2024, we were awarded more than $1 billion in combined contracts by the U.S. General Services Administration (GSA), including a 10-year, $840 million contract to supply power to more than 13 government agencies. This contract is the largest in GSA history and, in combination with the Crane restart, is expected to add approximately 1,100 million megawatt hours of 24/7 nuclear energy by 2028. This development reflects growing support for investments in reliable nuclear energy that will allow Constellation to relicense and extend the lives of our critical assets, while also underscoring growing recognition of the unique value our company provides as the country’s largest operator of nuclear plants.

Acquiring Calpine Better Positions Constellation for the Future

In January 2025, we announced that we entered into a definitive agreement to acquire Calpine Corporation. Calpine is the largest U.S. producer of energy from low-emission natural gas generation and has a renewable energy portfolio which includes the largest geothermal generation operation in the country. Together, Constellation and Calpine will have the cleanest and most reliable generation portfolio in the U.S., with a diverse, coast-to-coast portfolio of zero and low-emission generation assets. Also, this transaction will expand our footprint in Texas, the fastest growing market for power demand, as well as other key strategic states.

In addition to reinforcing our position as the country’s largest clean energy producer with the lowest carbon emissions intensity among the top 20 power producers, this transaction combines best-in-class retail and commercial businesses with a premier customer solutions platform, providing opportunities to serve more customers with a broader array of energy and sustainability products while enabling greater predictability at competitive prices. The combined company will be able to create reliable energy solutions on a larger scale, including new product offerings that can integrate nuclear, renewable, and natural gas technologies tailored to customers’ unique needs. Accordingly, this transaction best positions Constellation and Calpine to pursue our shared passion of powering America’s families and businesses with energy that is reliable, clean, and available whenever it is needed.

Beyond sharing this passion, both Constellation and Calpine have proven teams with strong cultures of safety, operating excellence, and commitment to serving customers, communities, and the country. We are excited to work with the Calpine team, including current president Andrew Novotny, who will bring his decades of energy expertise and leadership to Constellation and continue to lead the Calpine business after closing. With Calpine, Constellation will increase its positive impact, serving as an economic engine for local communities through jobs, tax payments and other economic activity. Together, we will continue our shared commitment to supporting clean, healthy, and growing communities through workforce development, philanthropy, and community investment, including through more than $21.1 million in combined annual foundation, corporate, and employee philanthropy, in addition to thousands of employee volunteer hours, with a focus on economically disadvantaged communities.

Constellation Energy Corporation 2025 Proxy Statement

1

Letter from Constellation’s Board of Directors

Constellation is uniquely positioned to acquire Calpine while maintaining our strong investment grade balance sheet, and we expect to return to our target leverage ratios by the end of 2027 as a result of strong, predictable cash flows and a focused deleveraging plan. We will acquire Calpine in a cash and stock transaction valued, as of the date of signing, at an equity purchase price of approximately $16.4 billion and a net purchase price of $26.6 billion (after accounting for cash that is expected to be generated by Calpine between signing and the end of 2025, as well as the value of tax attributes at Calpine). This price reflects an attractive acquisition multiple of 7.9x 2026 EV/EBITDA for a transaction that will create significant value for Constellation’s shareholders, with expected immediate adjusted operating earnings per share (EPS) accretion of more than 20% in 2026 and at least $2 per share of EPS accretion in future years. The transaction is also projected to add more than $2 billion of free cash flow annually, creating strategic capital and scale to reinvest in the business.

Providing Robust Board Oversight and Continuous Enhancement

As we reflect on our recent accomplishments, we would also like to thank Laurie Brlas, who retired from the Board in December 2024. We are deeply grateful to Laurie for her many contributions, professionalism, and expertise, including her strategic and financial insight and guidance, which were instrumental in Constellation’s performance since its successful spinoff in 2022.

To ensure our Board continues to be effectively equipped to provide oversight of Constellation’s long-term strategy, we regularly consider whether the near and long-term needs of the company align with our current directors’ backgrounds, experiences, and skills. After careful review, we remain confident in our current Board composition and are excited about the backgrounds and expertise that our newest members, Peter Oppenheimer and Eileen Paterson, provide our Board. Peter and Eileen bring a combination of strong financial acuity, operational experience, and business leadership expertise that will help guide Constellation through this exciting period of growth and innovation. Our recent additions reflect our continued efforts to actively search for desirable prospective director candidates and ensure a regular governance process for Board refreshment. We also gain valuable insights into investor perspectives and priorities through the company’s annual shareholder engagement program, which remains an important resource as we review our governance practices, including our commitment and actions to fully de-classify the Board following the 2026 Annual Meeting of Shareholders.

Your Vote is Important to Us

We thank you for your continued support of Constellation and want to stress that your vote is very important to us. We encourage you to carefully read the attached proxy statement ahead of the Annual Meeting and ask that you support our voting recommendations.

Constellation Energy Corporation 2025 Proxy Statement

2

Notice of Annual Meeting of Shareholders

To Shareholders of Constellation:

You are invited to participate in the 2025 Annual Meeting of Shareholders of Constellation. The Annual Meeting will take place in a virtual-only format. Shareholders may begin logging into the meeting on Tuesday, April 29, 2025 at 8:45 a.m. Eastern Time.

Items Of Business:
1.  To elect five Class III directors nominated by our Board of Directors;   2.  To consider and act on an advisory vote regarding the approval of compensation paid to our named executive officers;	3.  To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025; and   4.  To transact any other business properly brought before the meeting and any adjournment or postponement thereof.

 

Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2025 Annual Meeting of Shareholders. This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of Constellation Energy Corporation (the "Board") to be used at the Annual Meeting of Shareholders to be held on Tuesday, April 29, 2025 at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof (the "Annual Meeting"). This proxy statement is first being provided to our shareholders on or about March 19, 2025.
Voting
Online	By Phone	By Mail
Vote online at www.proxyvote. com 24 hours a day. Prior to the Annual Meeting, visit www.proxyvote.com and use the control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials when you access the webpage. You may also scan the QR Barcode on the form you receive to transmit your voting instructions.	Call toll-free 1-800-690-6903 If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card, voting instruction form or notice of Internet Availability of Proxy Materials.	If you have received a printed version of these proxy materials, complete, date, sign and mail your proxy card in the enclosed postage-paid envelope provided, or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

BY ORDER OF THE BOARD OF DIRECTORS

Arden T. Phillips
Corporate Secretary
March 19, 2025

Constellation Energy Corporation 2025 Proxy Statement

3

Information About the Annual Meeting

Throughout this proxy statement, “Constellation”, the “Company”, “we”, “our”, or “us” are intended to refer to Constellation Energy Corporation and its consolidated subsidiaries, unless specifically indicated otherwise. Constellation does not incorporate into this document the contents of any website, or the documents referred to in this proxy statement.

Distribution of Proxy Materials: This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of Constellation to be used at the Annual Meeting of Shareholders to be held on Tuesday, April 29, 2025 at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof. On or about March 19, 2025, this proxy statement, along with our annual report, are being mailed or made available to shareholders.

Attendance at the Annual Meeting: You are invited to attend the virtual Annual Meeting, and we request that you vote on the proposals described in this proxy statement as recommended by the Board of Directors. If you have received a printed copy of these materials by mail, you may complete, sign and return your proxy card, or submit your proxy vote by telephone or over the Internet. If you did not receive a printed copy of these materials by mail and are accessing them via the Internet, you may follow the instructions under the heading, “Questions and Answers About the Annual Meeting” of this proxy statement to submit your proxy vote via the Internet or by telephone. Also, other information about voting is provided under “Questions and Answers About the Annual Meeting.”

Every Vote is Important: Make your vote count. Please vote your shares promptly to ensure your representation and the presence of a quorum during the Annual Meeting. Vote your shares now via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form. If you only received a Notice of Internet Availability of Proxy Materials, you may request a paper proxy card to submit your vote by mail, if you prefer. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting online. If you are a beneficial owner of shares, your broker will not be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting, unless you have given your broker specific instructions to do so. We strongly encourage you to vote and greatly appreciate your prompt response.

Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option.

Asking Questions: The virtual meeting platform will provide shareholders with all the comparable rights as an in-person meeting.

Constellation Energy Corporation 2025 Proxy Statement

4

Table of Contents

Table of Contents

Table of Contents

Constellation Energy Corporation 2025 Proxy Statement

5

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Our Annual Meeting is taking place in a virtual-only format, which provides our shareholders with comparable opportunities to vote and ask questions that they would have at an in-person meeting. For more information, please see, “Questions and Answers About the Annual Meeting” beginning on page 91 of this proxy statement.

What Shareholders will be Voting On

	Items of Business	Board’s Voting Recommendation		Page
1	To elect five Class III directors nominated by our Board of Directors		FOR ALL	23
2	To consider and act on an advisory vote regarding the approval of compensation paid to named executive officers		FOR	51
3	To ratify the appointment of PricewaterhouseCoopers LLP as Constellation’s independent registered public accounting firm for 2025		FOR	86
4	To transact any other business properly brought before the meeting and any adjournment or postponement thereof.

We are not aware of any other business to come before the Annual Meeting.

How to Vote in Advance of the Meeting If you are a shareholder on the record date, you may vote in advance of the meeting in any of the following ways:
Online	By Phone	By Mail
Vote online at www.proxyvote.com 24 hours a day. Prior to the Annual Meeting, visit www.proxyvote.com and use the control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials when you access the webpage. You may also scan the QR Barcode on the form you receive to transmit your voting instructions.	Call toll-free 1-800-690-6903 If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800- 690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.	If you have received a printed version of these proxy materials, complete, date, sign and mail your proxy card in the enclosed, postage-paid envelope provided, or return to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Constellation Energy Corporation 2025 Proxy Statement

6

Proxy Summary

Calpine Acquisition

Calpine Acquisition

On January 10, 2025, we entered into a definitive agreement with Calpine Corporation (Calpine) pursuant to which Constellation will acquire Calpine. Calpine is the largest U.S. producer of energy from low-emission natural gas generation and has a renewable energy portfolio which includes the largest geothermal generation operation in the U.S. The acquisition will be structured via a cash and stock transaction composed of 50 million shares of Constellation stock and $4.5 billion in cash, plus the assumption of approximately $12.7 billion of Calpine net debt.

Following the acquisition, Constellation, already the nation’s largest producer of 24/7 emissions-free electricity, will be the nation’s leading clean energy provider, opening opportunities to serve more customers coast-to-coast with a broader array of energy and sustainability products. Both companies have been at the forefront of America’s transition to cleaner, more reliable and secure energy, and those shared values will guide us as we pursue investments in new and existing technologies to meet rising demand. Together, we will be better positioned to bring accelerated investment in everything from zero-emission nuclear to battery storage that will power our economy in a way that puts people and our environment first.

Other strategic benefits of the transaction include:

The transaction is expected to close during the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including certain regulatory approvals at the federal and state levels.

The remainder of this summary and the proxy statement describe the current strategy, compensation and governance policies and structure, etc. of Constellation as of the date of the mailing date of this proxy statement, and, therefore, does not reflect or provide any pro forma information regarding the combination of Constellation and Calpine.

Constellation Energy Corporation 2025 Proxy Statement

7

Proxy Summary

Business Strategy

Business Strategy

In a rapidly changing world, demand for clean and reliable power is growing. Customers and policymakers are growing increasingly aware that America needs clean and dependable power generation to grow our data-driven economy, protect our national security, and ensure America’s economic prosperity for future generations. With revenues of more than $23.568 billion in 2024 and total assets of $52.926 billion, Constellation is both the nation’s largest 24/7 emissions-free energy producer and a leading competitive energy supplier, producing approximately 10% of the nation’s emissions-free energy and helping America transition to a clean energy future.

We aim to serve as a strategic partner to businesses and the federal, state and local governments that are driving economic growth by powering the data economy and new digital infrastructure. We are a leading advocate at the federal and state levels for policies that will preserve and grow clean, reliable and secure energy. We are committed to a reliable, clean energy future while maintaining a strong balance sheet.

Our nearly 90% emissions-free generation fleet includes nuclear, wind, solar, hydroelectric and efficient, low-emitting natural gas assets. Our fleet has a total generation capacity of 31,676 megawatts (MW). Through our integrated business operations, we sell electricity, natural gas and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental, and residential customers in competitive markets across multiple geographic regions.

In the coming years, our country will need even more reliable and clean megawatts—the most important energy commodity in our economy. Constellation is uniquely positioned to offer them to customers whether through on-site applications like digital infrastructure projects or off-site solutions like Constellation Offsite Renewables (CORe) or hourly carbon-free energy matching.

Constellation Energy Corporation 2025 Proxy Statement

8

Proxy Summary

2024 Operational Highlights and Accomplishments

2024 Operational Highlights and Accomplishments

In 2024, we continued to build upon prior year achievements that support long-term value creation with outstanding total shareholder return and strong financial and operational performance. For example, we accomplished the following in 2024:

Constellation Energy Corporation 2025 Proxy Statement

9

Proxy Summary

Our Board and Director Nominees

Our Board and Director Nominees

The Board of Directors is composed of a mix of highly experienced individuals who oversee Constellation’s strategy and business performance. The Board is currently classified and consists of three tiers of directors. In accordance with our bylaws, the Board will be fully de-classified following the 2026 Annual Meeting of Shareholders. The Corporate Governance Committee has recommended, and the Board has nominated, Yves de Balmann, Robert Lawless, Peter Oppenheimer, Eileen Paterson and John Richardson for re-election as Class III directors. Upon election, Class III directors will serve a one-year term, or until their successor is elected and qualified, or their earlier death, resignation, or removal. Each of the nominees is presently a member of the Board. The Board is recommending that all five nominees be elected by shareholders.

The following table provides summary information about each of the nominees for election at the 2025 Annual Meeting as well as the other seven directors that are not currently standing for re-election.

Constellation Energy Corporation 2025 Proxy Statement

10

Proxy Summary

Compensation Program Structure

Compensation Program Structure

A significant portion of compensation for the CEO (and other named executive officers (NEOs) listed in the compensation tables of this proxy statement) is tied to the achievement of short-term and long-term financial and operational goals. The components of compensation paid to our CEO (and the other NEOs), except for base salary, are “at-risk”. The table below illustrates components for total direct compensation.

Executive Compensation

Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500

One of the key objectives of our executive compensation program is to align the interests of our executives with those of our shareholders. We believe that our compensation program reflects this objective by linking a significant portion of our executives’ pay to the achievement of financial and strategic goals that drive shareholder value creation. As a result, our executives’ compensation varies with our performance and the market value of our common stock.

Since 2022, we have consistently delivered robust financial results and outstanding shareholder returns. Our total shareholder return (TSR) since the separation stands at 362.61% as of December 31, 2024, significantly outperforming the S&P 500 Index at 35.42% and our peer group’s average of 53.31%. Furthermore, our one-year TSR was 92.73%, compared to 25.02% for the S&P 500 Index and an average of 22.08% for our peer group. These achievements underscore the successful implementation of our strategy and our commitment to operational excellence.

CEO Target Compensation

The Compensation Committee reviews and recommends, and the Board of Directors considers and approves, the compensation of our CEO annually, based on a comprehensive evaluation of his individual performance and our company’s performance relative to our peers and the market. The Compensation Committee considers both quantitative and qualitative factors, such as financial results, strategic initiatives, leadership development, succession planning, stakeholder engagement, corporate responsibility, and risk management. The committee

Constellation Energy Corporation 2025 Proxy Statement

11

Proxy Summary

Key Executive Compensation Practices

also benchmarks the CEO’s compensation against independent peer group data provided by an external consultant, to ensure that the compensation is competitive, reasonable, and aligned with shareholder interests.

Given the effectiveness of the CEO’s leadership in driving strong financial results, superior shareholder returns, strategic growth, and operational success, the committee recommended that the CEO’s compensation for fiscal year 2024 should be competitive with market median of the peer group which is reflected in the 2024 pay decisions above.

Key Executive Compensation Practices

Our executive compensation policies and programs are built upon a strong foundation of corporate governance and compensation best practices. Below is a high-level overview of certain elements of our executive compensation program.

What We Do:		What We Don’t Do:
•  Align pay for performance •  Maintain significant stock ownership requirements for directors and executive officers •  Cap incentive awards and conduct an annual risk assessment of the compensation programs •  Subject change-in-control benefits to double trigger vesting •  Retain an independent compensation consultant that advises the Compensation Committee •  Provide limited perquisites based on sound business rationale •  Subject incentive compensation awards to clawback provisions •  Review of pay equity by an independent third party •  Engage in comprehensive shareholder outreach •  Prohibit hedging, short sales, derivative transactions or pledging of Company stock •  Assess our programs against peer companies and best practices •  Set appropriate levels of “stretch” in incentive targets		•  No guaranteed minimum payout of AIP or LTIP programs •  No employment agreements •  No excise tax gross-ups for change-in-control agreements •  The value of LTIP awards is not included in pension or severance calculations •  No option repricing or buyouts without stockholder approval

Our sustainability principles are core to our business strategy and value proposition and guide us in our central purpose. We are focused on driving action in these critical focus areas:

Constellation Energy Corporation 2025 Proxy Statement

12

Proxy Summary

Sustainability

Sustainability

We are the nation’s largest producer of clean reliable energy and a leading supplier of energy products and services, including sustainable energy solutions. Our values drive our people to function as a team and work towards maintaining our position as an industry leader in the production of 24/7 reliable and affordable emissions-free energy. Our values also encourage us to innovate and expand upon the energy and sustainability solutions we currently provide to businesses and communities across the United States.

Please see the “About Us—Sustainability” section later in this proxy statement for more information regarding our sustainability efforts and strategy.

Constellation Energy Corporation 2025 Proxy Statement

13

Proxy Summary

Corporate Governance

Corporate Governance

Constellation is committed to maintaining the highest standards of corporate governance that promote the long-term interests of shareholders, strengthens Board and management accountability, and helps build public trust. Strong corporate governance is a fundamental aspect of our long-term sustainable business operations.

The Board provides oversight on the development and execution of our strategy, business operations and performance, enterprise risks, executive compensation, sustainability and environmental stewardship, and governance practices.

Our Board is comprised of twelve directors. All members, excluding Constellation’s President and CEO, are independent under criteria established by The Nasdaq Stock Market LLC (Nasdaq). Board membership is reviewed on an annual basis to ensure our Board members have a diverse set of characteristics, skills and experience necessary to maximize the success of our business and effectively represent shareholder interests.

Constellation Energy Corporation 2025 Proxy Statement

14

Proxy Summary

Shareholder Engagement

Shareholder Engagement

We believe that engaging with our investors provides valuable insights for the Board and its committees with respect to investor perspectives and priorities. In the fall and winter of 2024, Constellation contacted shareholders holding, in the aggregate, over 50% of our outstanding shares with offers to engage. This outreach was in addition to regular communication between our investor relations team and shareholders (e.g., quarterly earnings calls, analyst meetings, and investor and industry conferences). Shareholders who accepted invitations to engage represented an aggregate of approximately 25% of our outstanding shares. The Constellation engagement team was comprised of members from our Office of Corporate Governance, Investor Relations, Sustainability, Compensation, and Human Resources departments. The engagement team met with shareholders to discuss a wide variety of issues, including business operations and strategy, sustainability and climate matters, executive compensation, human capital, and board composition and effectiveness. Engaging openly with our shareholders on these and other topics drives increased accountability, improves decision making, and ultimately creates long-term value. The feedback received from shareholders and other stakeholders was shared with each Board committee and the Board, as appropriate. Our shareholder engagement process is described below.

Responsiveness to Shareholder Feedback

Our Audit & Risk, Corporate Governance, Compensation and Nuclear Oversight committees will consider the adoption or recommend Board approval of suggested enhancements to policies, practices, or disclosures to meet investor concerns or expectations, if such action is deemed to be in the best interests of the company and its shareholders.

Shareholder feedback from the 2024 engagement cycle indicated that there were no desired material changes to our sustainability and governance policies and practices at this time. During our engagement meetings, we received generally supportive comments regarding our compensation structure, sustainability practices, and governance structure.

Constellation Energy Corporation 2025 Proxy Statement

15

Cautionary Statements Regarding Forward-Looking Information

Cautionary Statements Regarding Forward-Looking Information

Cautionary Statements Regarding Forward-Looking Information

This proxy statement contains information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “will,” “may” and similar expressions or by using future dates in connection with any discussion of, among other things, the proposed transaction between Constellation and Calpine Corporation, the expected closing of the proposed transaction and the timing thereof, strategies and plans, synergies, opportunities and anticipated future performance of the combined company, the construction or operation of new or existing facilities, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings, potential capital and operational cash improvements, changes in global supply and demand conditions and prices for our products, statements regarding our future strategies, products and innovations, statements regarding our greenhouse gas emissions intensity reduction goals, and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Risks and uncertainties include, but are not limited to, the risks and uncertainties described in (a) Part I, ITEM 1A. Risk Factors, and (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. We do not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this proxy statement.

Throughout this proxy statement, we refer to certain non-GAAP measures, including adjusted Operating Earnings and free cash flow. See the reconciliation to the corresponding GAAP measure set forth in Appendix A of this proxy statement.

References throughout the proxy statement to “GHG emissions” refer to Scope 1 and Scope 2 emissions.

Constellation Energy Corporation 2025 Proxy Statement

16

About Us

About Us

Constellation is the nation’s largest producer of clean, reliable energy and a leading supplier of energy products and services, including sustainable energy solutions. Our emissions-free generation fleet of nuclear, hydroelectric, wind and solar generation facilities generated approximately 186 terawatt hours (TWh) of clean, emissions-free energy in 2024, powering the equivalent of 16 million homes and providing around 10 percent of all clean power generated in the United States (U.S.), while avoiding almost 125 million metric tons of carbon emissions. We also operate natural gas plants and other assets that provide a mix of baseload, intermediate and peak power generation.

Our family of retail businesses serves approximately two million residential, public sector and business customers, including 75 percent of the Fortune 100. We offer innovative energy solutions, such as 24/7 hourly emissions-free energy matching and Constellation Offsite Renewables (CORe), to help customers reach their own climate goals. We are also working to advance new technologies, including behind-the-meter energy solutions, at our clean energy centers to help decarbonize hard-to-abate industries.

Constellation Energy Corporation 2025 Proxy Statement

17

About Us

Sustainability Overview

Sustainability Overview

Our sustainability principles are central to our business strategy and value proposition. Our values and sustainability principles guide us in our central purpose. We are focused on driving action in these critical focus areas:

Board Oversight of Sustainability

We embed sustainability throughout our business activities and strategy. The Board oversees sustainability issues, including, but not limited to, evaluating business risks related to climate change, reviewing investment and divestment opportunities, holding ongoing discussions around human capital and corporate culture, and reviewing political contributions. The Board has four standing committees with dedicated responsibilities outlined in each, which are reviewed annually. The Board has delegated to each committee specific aspects of our sustainability oversight.

We also have specific executive leaders responsible for advancing our sustainability principles. For instance, the Constellation Sustainability Council, led by the Vice President of Sustainability, is comprised of executive representatives from key functions within the company. The council meets four times per year to review sustainability policies and initiatives, ensure strategic alignment, discuss emerging trends, and make informed suggestions to senior executive leadership.

Sustainability

Sustainability and stewardship drive our business and our growth. When many states, communities and major corporations are setting ambitious climate goals and seeking greater access to clean and reliable energy, we stand ready to meet the accelerating demand. Our business model, coupled with investments in innovation and our close customer relationships, will continue to fuel our growth.

Our sustainable business strategy is focused on accelerating the nation’s energy transition to a clean energy future and delivering long-term value for our customers, communities, employees and shareholders. Our nuclear fleet, which produces approximately 10 percent of the emissions-free energy in the U.S., is a critical driver of the energy transition, providing resilient, secure and readily dispatchable emissions-free energy. Our unique blend of reliable and clean assets enables us to meet customer demand at every hour of every day, throughout the year. We also support the local communities in which we operate so that they share in the economic benefits of clean energy.

Constellation Energy Corporation 2025 Proxy Statement

18

About Us

Sustainability

Constellation Energy Corporation 2025 Proxy Statement

19

About Us

Sustainability

Our Nuclear Fleet

Constellation Energy Corporation 2025 Proxy Statement

20

About Us

Sustainability

Our Renewable Fleet

Constellation operates a robust fleet of renewables consisting of hydroelectric, wind and solar power which have a combined capacity of almost 2.6 GW.

We are working to efficiently capture growth opportunities within our existing fleet through wind repowering projects. In 2023, we commenced a $350 million effort to increase the output and lifespan of our renewable energy portfolio, beginning at our Criterion wind project in Maryland where we are repowering 28 turbines with new, state-of-the-art components that will allow us to increase clean energy production by 79,000 MWh per year and run the project for an additional 20 years.

Innovation

Our culture embraces innovation to achieve a clean energy future. We focus on three key trends or categories of technological transformation: Decarbonization, Digitalization and Diversification. We collaborate with customers, suppliers, universities, governments, national labs and startups to support innovations that will accelerate the energy transition. This includes seeking federal and state government grants to demonstrate and deploy clean energy technologies. We also invest in and commercialize technological advancements essential to achieve a clean and reliable energy future.

Clean Energy Centers

Our nuclear generation facilities are clean energy centers that we are leveraging to explore co-location of customer load, utilization of direct air capture of carbon dioxide, and production of clean hydrogen and other sustainable fuels to reduce industrial emissions. Each of our nuclear stations has positive benefits beyond its current use as a baseload emissions-free energy source and provider of electricity to the electric grid. These clean energy centers can satisfy the growing demand for clean and flexible energy. Additionally, other end users may locate their facilities adjacent to our nuclear plants—or behind the meter—so they can take direct advantage of our clean, 24/7 emissions-free electricity. Due in part to the increasing demand for digital infrastructure projects to fuel new technologies like artificial intelligence, major tech companies are expected to make significant investments in large data centers over the next five years, which would lead to increased demand for clean, reliable sources of electricity that will run 24/7. Accordingly, the co-location of data centers with our clean energy centers may provide opportunities for additional value creation in the future. As the nucleus of the clean energy centers, our nuclear plants will serve as a highly valued and essential energy solution well past mid-century.

Further Information

For additional information regarding our sustainability strategy and program as well as a copy of our 2024 sustainability report, please visit the company’s website at www.constellationenergy.com.

Constellation Energy Corporation 2025 Proxy Statement

21

About Us

Respect and Belonging

Culture of Respect, Belonging, Diversity and Inclusion

Our employees are our greatest strength and form the foundation of our success. To provide the services and products our customers expect, we focus on creating the best teams to foster collaboration, mutual respect, and the empowerment of employees to contribute at their full potential. We accomplish this by providing equal employment opportunities and non-discriminatory processes and striving to recruit, develop, and support highly skilled, innovative teams of employees. We cultivate a workplace culture that values individual merit where all employees can grow and develop to contribute fully. We recognize that respect for the diverse backgrounds and perspectives of our employees, non-discriminatory processes, and equal access to opportunities supports a culture of belonging and inclusion at all levels of the company, which we consider to be key to fostering innovation, growing an engaged culture, and delivering strong performance.

Board Oversight of Respect, Belonging, Diversity and Inclusion

The Board of Directors is focused on building and maintaining a corporate culture that values and prioritizes respect, belonging, non-discriminatory practices and equal opportunity for all. The Board receives regular updates from senior management regarding the progress the company has made in achieving its overall objectives.

Key Elements of Respect and Belonging
	Integrating respect, belonging, diversity and inclusion as a core value		Fostering a workspace in which we respect one another and our diverse backgrounds and perspectives, that creates a sense of belonging and enables each employee to grow and contribute at their full potential
	Attracting, retaining and providing equal opportunities for highly skilled employees of all backgrounds and perspectives who will best understand and serve our vision, values, customers, business partners and communities		Creating and fostering a responsible and inclusive purchasing environment in which we can build an ecosystem of sustainable relationships and provide equal opportunities to suppliers, including small and local businesses, that add value to Constellation and our communities

Our Strategic Priorities
	Strategic Talent Sourcing	To be intentional in our sourcing efforts to attract highly skilled talent from a broad pipeline of candidates, including through relationships, technology, and inclusive practices.
	Workforce Development	To focus on elevating career awareness and fostering equal access and opportunities for workers in our industry, including by investing more than $1 million in community programs to help create a pipeline of highly skilled workers to support family sustaining careers and uplift and strengthen our communities. To expand the talent pipeline, including from scholarship, university, community college and technical college relationships.
	Supplier Development and Engagement	To drive value and top- and bottom-line growth and sustain a responsible and inclusive supply chain that provides access to a broad pool of suppliers, including small and local businesses, that support our business and communities and add sustainable value through innovation, competition, agility, cost effective solutions and supply chain resilience.
	Inclusion and Belonging	To eliminate barriers to participation and create equal opportunities for all employees by establishing a culture of respect and inclusion for the diverse backgrounds and perspectives of our employees and by delivering training and education, and supporting employee resource groups.

Constellation Energy Corporation 2025 Proxy Statement

22

Proposal 1:

Election of Directors

We currently have a classified board structure. In accordance with our bylaws, since the 2023 Annual Meeting of Shareholders this structure has been in the process of being phased out over a three-year period. The election of directors at the 2025 Annual Meeting of Shareholders will be the final election where only a single class of directors will be elected. Commencing at the 2026 Annual Meeting of Shareholders our Board will no longer be divided into three classes and each of our directors will stand for election annually for one-year terms.

The Corporate Governance Committee has recommended, and the Board has nominated, our current Class III directors, Yves de Balmann, Robert Lawless, Peter Oppenheimer, Eileen Paterson and John Richardson for re-election by shareholders as Class III directors. The initial term of the Class III directors will expire at the 2025 Annual Meeting of Shareholders. Upon re-election, each such director will serve a one-year term through 2026 or until their successor is elected and qualified, or his or her earlier death, resignation or removal.

Each director shall be elected by a plurality of the votes cast. However, under our bylaws, for any incumbent director to become a nominee for election by the shareholders as a director, that director must tender an irrevocable offer to resign from the Board in the event that the director receives a plurality of the votes cast but fails to receive a majority of the votes cast in an uncontested election.

In an uncontested election, if an incumbent director receives a plurality of the votes cast, but does not receive a majority of the votes cast, the Corporate Governance Committee, or such other independent committee designated by the Board, must make a recommendation to the Board as to whether to accept or reject the offer of resignation of the incumbent director, or whether other action should be taken. The independent members of the Board will consider the Corporate Governance Committee’s recommendation and publicly disclose the Board’s decision and the basis for that decision within 90 days from the date of the certification of the final election results. The director not receiving a majority of the votes cast will not participate in the Corporate Governance Committee’s recommendation or the Board’s decision regarding the offer to resign. For this purpose, the term “a majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” the director’s election. Further, a “contested election” is one in which the Corporate Secretary receives a notice that a shareholder has nominated or intends to nominate a person for election to the Board in compliance with our bylaws and such nomination has not been subsequently withdrawn on or prior to the tenth day before the notice of meeting is first mailed.

A brief statement about the background and qualifications of each nominee and each continuing director is provided on the following pages. No director has a familial relationship to any other director, nominee for director or executive officer.

All of the nominees are presently members of the Board, and the Board is recommending that all five nominees be elected. Each nominee has informed the Board that he or she is willing to serve as a director. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by the Board. It is the intention of the proxyholders to vote proxies for the election of the nominees named in this proxy statement, unless such authority is withheld.

Constellation Energy Corporation 2025 Proxy Statement

23

Proposal 1: Election of Directors

Our Director Nominees

Our Director Nominees

Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting

A brief biography regarding the background and qualifications of each director nominee is provided on the following pages. Each nominee’s biographical information includes a description of the director’s experience, qualifications, attributes and skills that qualify him or her to serve on the Board of Directors.

	Yves C. de Balmann – Independent Director
	Executive Partner at Bridge Growth Partners

Mr. de Balmann has been an Executive Partner at Bridge Growth Partners, a private equity firm, since 2019. Mr. de Balmann served as the Co-Chairman of Bregal Investments LP, a private equity investing firm, from 2002 to 2012. Previously, he served as Vice-Chairman of Bankers Trust Corporation, where he was in charge of Global Investment Banking, until that firm’s merger with Deutsche Bank in 1999, at which time he became Co-Head of Deutsche Bank’s Global Investment Bank and Co-Chairman and Co-Chief Executive Officer of Deutsche Banc Alex Brown from 1999 to 2001.

Previously, Mr. de Balmann served as a director of ESI Group, a provider of virtual prototyping software and services, which was listed on the Euronext Paris. Mr. de Balmann also served as a director of Laureate Education, Inc. (listed on Nasdaq) and as the non-executive chairman of Conversant Intellectual Property Management. Mr. de Balmann served as a member of the board of Exelon Corporation from 2012 to 2022.

Constellation Energy Corporation 2025 Proxy Statement

24

Proposal 1: Election of Directors

Our Director Nominees

	Robert J. Lawless – Independent Director
	Former Chairman, President and Chief Executive Officer — McCormick & Company, Inc.
	Age: 78 Director Since: February 2022	Committees: • Corporate Governance	Other current public directorships: • None

	Peter Oppenheimer – Independent Director
	Former Chief Financial Officer — Apple Inc.
	Age: 62 Director Since: December 2024	Committees: • Audit and Risk • Compensation	Other current public directorships: • Goldman Sachs Group (since 2019)

		Constellation Energy Corporation 2025 Proxy Statement	25

Proposal 1: Election of Directors

Our Director Nominees

	Eileen Paterson – Independent Director
	Former Chief Executive Officer — Aerojet Rocketdyne Holdings
	Age: 59 Director Since: December 2024	Committees: • Corporate Governance • Nuclear Oversight	Other current public directorships: • Woodward, Inc. (since 2017) • Marathon Petroleum Corp. (since 2024)

	Admiral John M. Richardson – Independent Director
	Former Chief of Naval Operations — U.S. Navy
	Age: 64 Director Since: February 2022	Committees: • Audit and Risk • Corporate Governance • Nuclear Oversight (Chair)	Other current public directorships: • The Boeing Company (since 2019) • BWX Technologies, Inc. (since 2020)

		Constellation Energy Corporation 2025 Proxy Statement	26

Proposal 1: Election of Directors

Class I Directors

Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting

The Board is classified until the 2026 Annual Meeting and, therefore, the following individuals who are Class I directors will not stand for re-election at the 2025 Annual Meeting of Shareholders.

	Joseph Dominguez – Non- Independent Director
	President and Chief Executive Officer — Constellation

Mr. Dominguez is the President and Chief Executive Officer of Constellation. As President and Chief Executive Officer, Mr. Dominguez oversees Constellation’s reliable, emissions-free energy fleet of nuclear, wind, solar, hydro-electric and natural gas facilities in 19 states, and the nation’s top competitive retail and commodities business, which provides electricity, natural gas and other energy-related products and services to two million residential, public sector and business customers nationwide, including more than three-fourths of the Fortune 100.

Previously, Mr. Dominguez served as Chief Executive Officer of ComEd, a subsidiary of Exelon Corporation. In that role, he was responsible for the safe and reliable delivery of electricity to customers and oversight of the management of the electric grid for over four million residential and business customers in Chicago and most of northern Illinois.

Prior to joining ComEd, Mr. Dominguez served as Executive Vice President of Governmental and Regulatory affairs and Public Policy for Exelon, where he led the development and implementation of federal, state, and regional governmental, regulatory, and public policy strategies. Mr. Dominguez was also a partner in the law firm of White and Williams, LLP, with a broad-based litigation practice counseling large and small corporations, institutions and government entities. Prior to joining White and Williams LLP, Mr. Dominguez served as an Assistant U.S. Attorney in the Eastern District of Pennsylvania.

Constellation Energy Corporation 2025 Proxy Statement

27

Proposal 1: Election of Directors

Class I Directors

	Julie Holzrichter – Independent Director
	Former Chief Operating Officer — CME Group Inc.
	Age: 57 Director Since: February 2022	Committees: • Audit & Risk • Compensation	Other current public directorships: • None

	Ashish Khandpur – Independent Director
	President and Chief Executive Officer — Avient Corporation
	Age: 57 Director Since: February 2022	Committees: • Compensation • Corporate Governance	Other current public directorships: • Avient Corporation (since 2023)

		Constellation Energy Corporation 2025 Proxy Statement	28

Proposal 1: Election of Directors

Class II Directors

Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting

As explained above, the Board is classified until the 2026 Annual Meeting and, therefore, the following individuals who are Class II directors will not stand for re-election at the 2025 Annual Meeting of Shareholders.

	Bradley M. Halverson – Independent Director
	Former Group President, Financial Products and Corporate Services and Chief Financial Officer — Caterpillar Inc.

Mr. Halverson is the former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar, Inc., the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines and locomotives. Prior to serving in that leadership role from 2013 to 2018, Mr. Halverson held a series of positions with increasing responsibility during his 30-year tenure with the company, including: Vice President, Financial Services from 2010 to 2013; Corporate Controller, Global Finance & Strategic Services from 2004 to 2010; and Corporate Business Development Manager, Corporate Services from 2002 to 2004, among others since joining the company in 1988.

Prior to his work at Caterpillar, Mr. Halverson worked as Financial Reporting Manager with Rolscreen Company and, before that, he worked in a series of roles with Price Waterhouse LLP. Mr. Halverson currently serves as: an independent director, Chair of the Audit Committee and a member of the Compensation and Leadership Development and Executive Committees of the board of Sysco Corporation, a food distributor; and an independent director and Chair of the Audit Committee and a member of the People & Compensation Committee of the board of Lear Corporation, a global automotive technology company. He previously served as an independent director and chair of the Audit Committee of the board of Satellogic, Inc., a company specializing in Earth-observation satellites, from 2022 to 2024.

He also served as a director for Custom Truck One Source from 2018-2021. Mr. Halverson currently serves as a member of the board of trustees of the Easterseals Central Illinois Foundation, and previously served as Chairman of the board of directors of Easterseals Central Illinois and a member of the OSF St. Francis Medical Center Community Foundation Board.

Constellation Energy Corporation 2025 Proxy Statement

29

Proposal 1: Election of Directors

Class II Directors

	Charles L. Harrington – Independent Director
	Former Executive Chairman and Chief Executive Officer — Parsons Corporation
	Age: 66 Director Since: February 2022	Committees: • Audit & Risk • Corporate Governance (Chair)	Other current public directorships: • J.G. Boswell Company (since 2015) • JBT Marel Corporation (since 2021) • Korn Ferry (since 2022)

	Dhiaa M. Jamil – Independent Director
	Former Executive Vice President and Chief Operating Officer — Duke Energy
	Age: 68 Director Since: June 2023	Committees: • Compensation • Nuclear Oversight	Other current public directorships: • None

		Constellation Energy Corporation 2025 Proxy Statement	30

Proposal 1: Election of Directors

Class II Directors

	Nneka Rimmer – Independent Director
	Former President, Global Flavors & Extracts — McCormick & Company, Inc.

Prior to her retirement in 2021, Ms. Rimmer served as President, Global Flavors & Extracts, for McCormick & Company, Inc., a global leader that manufactures, markets and distributes spices, seasoning mixes, condiments and other products to the food industry. Ms. Rimmer held a series of roles with increasing responsibility at McCormick & Company, including: Senior Vice President, Business Transformation, from 2019-2020, Senior Vice President, Strategy and Global Enablement, from 2017-2019; and Senior Vice President, Corporate Strategy & Development, from 2015-2017.

Prior to joining McCormick, Ms. Rimmer spent 15 years with Boston Consulting Group (BCG) focused on advising Fortune 100 C-Suite executives and board directors on global growth, M&A strategy, talent development and change management. She rose to become BCG’s first Black female partner, with leadership positions across the consumer goods and retail, public sector and strategy practices.

Ms. Rimmer currently serves as an independent director and member of the Audit and Human Capital Committees of the board of Energizer Holdings, Inc., a manufacturer of batteries and other products. She is also on the board of Wellness Pet LLC, a private equity- owned consumer products company. Additionally, Ms. Rimmer serves as a trustee of the University of Maryland, Baltimore.

Constellation Energy Corporation 2025 Proxy Statement

31

Corporate Governance

Constellation and the Board are committed to maintaining the highest standards of corporate governance, which we believe are essential for sustained success and creating long-term shareholder value. We believe our strong corporate governance practices will help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders.

Director Qualification and Nomination Criteria

Effective oversight of Constellation’s strategic direction requires our Board of Directors to be composed of individuals with diverse backgrounds and perspectives who possess experience, attributes, skills and core competencies important to the company. The Corporate Governance Committee identifies and recommends director nominees for election to the Board and periodically retains a search firm to assist with the identification of potential candidates. The Corporate Governance Committee may also consider nominees suggested by other sources, including incumbent Board members and shareholders.

The Corporate Governance Committee and the Board determine the appropriate mix of skills and characteristics required to meet the needs of the Board as a whole and evaluate the qualifications of each director candidate in accordance with the criteria described in the director qualification standards section of our Corporate Governance Principles. The Board believes that directors should be selected so that the Board represents diverse experience at various policy-making and executive levels in business, government, and in sectors that are relevant to the company’s business operations.

The director selection criteria described above are evaluated by the Corporate Governance Committee each time a new candidate is considered for Board membership. The Corporate Governance Committee and the Board may consider other factors they deem to be relevant to the success of a publicly traded company operating in the energy sector. As part of the annual nomination process, the Corporate Governance Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 10, 2025, the Corporate Governance Committee determined that each Board nominee satisfied the criteria described above and advised the Board that each of the director nominees listed under “Proposal 1: Election of Directors” is qualified to serve on the Board.

Constellation Energy Corporation 2025 Proxy Statement

32

Corporate Governance

Board Skills

Board Skills

The Corporate Governance Committee regularly reviews a skills matrix to ensure that the Board continues to be comprised of members with the appropriate set of skills, qualifications, and experiences. The skills matrix includes the following skills and attributes:

Constellation Energy Corporation 2025 Proxy Statement

33

Corporate Governance

Board Skills Matrix

Board Skills Matrix

The following matrix identifies the five most prominent skills and attributes that each director brings to Constellation’s Board and committees. While each independent director possesses numerous skills and attributes, we believe identifying the five most prominent skills and attributes provides a much more meaningful presentation of the key contributions and value of each director. Based on his role as President and Chief Executive Officer, we believe Mr. Dominguez possesses all the skills listed below.

Constellation Energy Corporation 2025 Proxy Statement

34

Corporate Governance

Board Composition

Board Composition

The matrix below summarizes the self-identified demographic composition of our Board. The percentage of women on the Board decreased from 27% to 25% since our 2024 proxy statement. In December 2024, Ms. Laurie Brlas retired from the Board and we added Mr. Oppenheimer and Ms. Paterson. The Board remains confident in its current membership, but will continue to evaluate whether to search for additional candidates who will contribute desirable and valuable skills to the Board and its deliberations. The Board will consider and apply its qualifications, standards and skills matrix while conducting candidate searches to ensure it continues to be comprised of members with diverse backgrounds and perspectives who possess the appropriate set of skills, qualifications, attributes and experiences important to the company.

Board Demographics Matrix as of March 1, 2025

Constellation Energy Corporation 2025 Proxy Statement

35

Corporate Governance

Board Leadership Structure

Board Leadership Structure

Constellation’s bylaws permit the members of the Board to determine the leadership structure of the Board, including whether the roles of Board Chair and Chief Executive Officer should be performed by the same individual or whether the roles should be performed by separate individuals. As a matter of policy, the Board believes that separation of these functions is not required, and whether to combine the roles or not is a matter for the Board’s sole discretion, taking into consideration the current and anticipated circumstances of the company, the skills and experiences of the individual or individuals in question, and the leadership composition of the Board. The Board believes that it is important to retain the flexibility to make this determination at any given point in time based on what it believes will provide the best leadership structure, considering the needs of the company at that time. Currently, the roles of the Chief Executive Officer and Board Chair are separated.

The Board is committed to continued independent oversight at all times, and our Corporate Governance Principles provide that the independent members of the Board shall select and elect a Lead Independent Director in the event the Board Chair and Chief Executive Officer roles are held by the same individual, or the person holding the role of Board Chair is not independent under the company’s independence standards for directors. At any time during which the position of Lead Independent Director may be required, but is vacant due to timing considerations, the Chair of the Corporate Governance Committee will serve as the Lead Independent Director.

The duties of the Lead Independent Director include:

Board Responsibilities

Constellation’s operations are managed by executive officers under the direction of the Board of Directors. The Board considers the interests of all its constituencies, including: shareholders, customers, employees, and the communities we serve. The Board is committed to ensuring that Constellation conducts business in accordance with the highest standards of ethics, integrity, and transparency.

The Board’s responsibilities include, but are not limited to, the oversight of:

The Board also reviews and approves major financial objectives and strategic and operating plans.

Constellation Energy Corporation 2025 Proxy Statement

36

Corporate Governance

Board Committees

The Board discharges its responsibilities through regularly scheduled meetings as well as through telephonic meetings, actions by written consent and other communications with management, as appropriate. The non-employee directors hold regularly scheduled executive sessions without management. The directors spend considerable time preparing for Board and committee meetings. Directors are expected to attend all meetings of the Board and the committees upon which they serve, and all Annual Meetings of Shareholders. During the fiscal year ended December 31, 2024, the Board held six meetings and each of the directors attended more than 75% of the meetings of the Board and the committees on which he or she served. Attendance at Board and committee meetings during 2024 was 100%.

Board Committees

Constellation has four standing Board committees: Audit & Risk, Compensation, Corporate Governance, and Nuclear Oversight. Each committee is comprised exclusively of independent directors.

Each committee is governed by a charter stating its responsibilities. The charters are available on the company’s website at www.Constellationenergy.com on the Board committees page and in print to any shareholder who requests a copy from Constellation’s Corporate Secretary. The committee charters are regularly reviewed and updated to incorporate best practices and prevailing governance trends.

Each committee charter gives the committee authority and discretion to retain and terminate the services of one or more outside advisors and consultants to assist it in performing its duties. Each committee has the sole authority to approve such advisors’ and consultants’ fees and other retention terms, and the company funds the cost of committee advisors and consultants.

The charters of the Audit & Risk, Compensation, Corporate Governance and Nuclear Oversight committees require that each committee perform an annual self-evaluation, review its charter each year and meet at least four times each year.

Committee Membership as of March 1, 2025

Director	Audit and Risk	Compensation	Corporate  Governance	Nuclear Oversight
de Balmann			✔
Dominguez(1)	—	—	—	—
Halverson		✔
Harrington	✔
Holzrichter	✔	✔
Jamil		✔		✔
Khandpur		✔	✔
Lawless			✔
Oppenheimer	✔	✔
Paterson			✔	✔
Richardson	✔		✔
Rimmer	✔			✔

  = Chair of Committee

Constellation Energy Corporation 2025 Proxy Statement

37

Corporate Governance

Board Committees

Committee Membership Appointments

The Board regularly reviews committee composition to ensure that the skills represented on each committee are appropriate in light of the company’s stage of development and emerging governance trends. Following the retirement of Ms. Brlas in December 2024, Mr. Halverson was appointed Chair of the Audit & Risk Committee. Based on a review of their background and expertise, Mr. Oppenheimer was appointed to the Audit & Risk and Compensation committees, and Ms. Paterson was appointed to the Nuclear Oversight and Corporate Governance committees following their election to the Board in December 2024.

Audit & Risk Committee

The Audit & Risk Committee’s duties and responsibilities include:

During the fiscal year ended December 31, 2024, the Audit & Risk Committee held five meetings.

The charter also requires the Audit & Risk Committee membership to be comprised of three or more directors that satisfy the independence requirements for membership on the Audit & Risk Committee.

Our Board has determined that each of the Audit & Risk Committee’s members satisfy the applicable independence and other requirements of Nasdaq and the SEC for audit committees and that Ms. Rimmer, Mr. Halverson, Mr. Harrington and Mr. Oppenheimer each qualify as an “audit committee financial expert” as defined under applicable SEC rules.

Compensation Committee

The Compensation Committee’s duties and responsibilities include:

During the fiscal year ended December 31, 2024, the Compensation Committee held four meetings. The charter also requires the Compensation Committee to be composed of three or more independent non-employee directors.

The Compensation Committee has retained Meridian Compensation Partners, LLC (Meridian) as its consultant to assist it in evaluating executive compensation. Meridian reports directly to the Compensation Committee. The Compensation Committee retains sole authority to hire the consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. A representative of Meridian attended all meetings of the Compensation Committee in 2024.

Constellation Energy Corporation 2025 Proxy Statement

38

Corporate Governance

Board Committees

Meridian provides various executive compensation consulting services to the Compensation Committee, which generally include advising the Compensation Committee on the principal aspects of our executive compensation program, changing industry practices and providing market information and analysis regarding the competitiveness of our program design.

During 2024, Meridian performed several services, including the following:

Meridian provided no services to management during 2024. The Compensation Committee has assessed the independence of Meridian pursuant to Nasdaq listing standards and SEC rules and concluded that no conflict of interest exists that would prevent Meridian from serving as an independent consultant to the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

During 2024, none of the company’s executive officers served on the board of directors of any entities whose executive officers serve on the Compensation Committee or our Board. No current member of the Compensation Committee was an executive officer or employee of the company during 2024 or at any time, and no member had any relationship with the company that would require disclosure under the SEC rules.

Corporate Governance Committee

The Corporate Governance Committee’s duties and responsibilities include:

The charter also requires the Corporate Governance Committee to be composed of three or more independent non-employee directors. During the fiscal year ended December 31, 2024, the Corporate Governance Committee held four meetings.

Nuclear Oversight Committee

The Nuclear Oversight Committee’s duties and responsibilities include oversight of management’s administration of:

Constellation Energy Corporation 2025 Proxy Statement

39

Corporate Governance

Director Independence

During the fiscal year ended December 31, 2024, the Nuclear Oversight Committee held four meetings. Three of the meetings of the Nuclear Oversight Committee were held at three separate nuclear facility sites and one meeting was held at the company’s three nuclear plants located in Upstate New York over the course of two days.

Director Independence

The Board has incorporated the Nasdaq and SEC independence standards into the company’s independence standards contained in our Corporate Governance Principles. The Board has affirmatively determined that none of the non-employee directors who served on the Board in 2024, nor any of the nominees for election, has a material relationship with the company. The Board also has affirmatively determined that each non-employee director is independent according to the independence standards in the Corporate Governance Principles.

The Board has determined that all members of the Audit & Risk Committee are independent within the definitions of independence of both Nasdaq listing standards and the SEC standards for audit committee members. The Board has affirmatively determined that each member of the Audit & Risk Committee: (i) did not accept directly or indirectly any consulting, advisory, or other compensatory fee from the company or any of its subsidiaries; (ii) was not an affiliated person of the company or any of its subsidiaries; and therefore (iii) satisfied the Nasdaq independence standards for audit committee members.

The Board has determined that all members of the Compensation Committee are independent within the definitions of independence of both Nasdaq listing standards and the SEC standards for compensation committee members. The Board has affirmatively determined that each member of the Compensation Committee: (i) has no material relationship to the company which would impair such director’s ability to be independent from management in connection with the duties of a compensation committee member; (ii) was not an affiliated person of the company or any of its subsidiaries; and therefore (iii) satisfied the Nasdaq independence standards for compensation committee members.

Corporate Governance Principles

Our standards of corporate governance are outlined in our Corporate Governance Principles, which in conjunction with our articles of incorporation, bylaws, Board committee charters and related policies and practices, form the framework for the effective governance of the company. The Corporate Governance Principles address matters including the Board’s responsibilities and role, Board structure, director selection, self-evaluations and additional matters such as succession planning and executive stock ownership requirements. The Corporate Governance Principles are reviewed periodically to incorporate evolving governance trends and to remain aligned with the needs of the company and its stakeholders.

We make certain corporate governance documents available on our website, www.constellationenergy.com, including the Corporate Governance Principles, bylaws, the charters for each of the Board committees, and the Code of Business Conduct. These materials are also available in print to any person, without charge, upon written request to:

Corporate Secretary
Constellation Energy Corporation
1310 Point Street

Baltimore, MD 21231-3380

Communicating with the Board

Shareholders and other interested persons can communicate with any director or the independent directors as a group by writing to them at Constellation Energy Corporation, Attn: Office of the Corporate Secretary, 1310 Point Street Baltimore, Maryland 21231- 3380. The Corporate Secretary will review communications initially and transmit a summary of substantial or material issues to directors, excluding transmittal of any communications that are commercial advertisements, other forms of solicitation, or general shareholder or customer service matters.

Related Person Transactions

Constellation has adopted a written policy on the review, approval or ratification of transactions with related persons, which is overseen by the Corporate Governance Committee and is available on our website. The policy provides that the Corporate Governance Committee will review any proposed, existing, or completed transactions in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors and executive officers and their immediate family members, as well as shareholders beneficially owning 5% or more of Constellation’s outstanding stock as defined in SEC rules. Related person transactions that are in, or not inconsistent with, the best interests of Constellation are approved by the Corporate Governance Committee and reported to the Board. Related person transactions are disclosed in accordance with applicable SEC and other regulatory requirements. There were no related person transactions identified in 2024.

Constellation Energy Corporation 2025 Proxy Statement

40

Corporate Governance

Board Role in Risk Oversight

Board Role in Risk Oversight

The Board has broad responsibility to provide oversight of significant risks primarily through direct engagement with management and through delegation of ongoing risk oversight responsibilities to committees of the Board. Any risk oversight area not allocated to a committee remains with the Board. Each Board committee reports regularly to the Board on discussions of enterprise risks for which it is responsible. Reports provided by senior leadership, as well as third-party experts, support oversight of the key risks delegated to each committee and the full Board. The Chief Risk Officer reports to the Board at least twice a year (and to the Audit & Risk Committee at least four times a year) on the magnitude, probability and impact of certain risks and ways that the company is mitigating those risks.

Constellation Energy Corporation 2025 Proxy Statement

41

Corporate Governance

Enterprise Risk Management

Enterprise Risk Management

Our Board maintains oversight of the company’s enterprise risk program, including with respect to commodity markets, market design, enterprise security (physical and cyber), operating risks and financial performance. Managing business risks of all types, from strategic, operational, financial, and regulatory risks to global risks like climate change, is central to Constellation’s business. Our Chief Risk Officer leads the enterprise risk management (“ERM”) team which is responsible for coordinating Constellation’s risk management program. The program incorporates the Three Lines of Defense Model of governance developed by the Institute of Internal Auditors, and is designed to anticipate strategic and emerging risks, integrate risk into business planning, minimize unexpected performance variances, and support growth initiatives within Constellation’s risk appetite.

The ERM team works collaboratively with business teams to help them identify and assess risks, and to better understand how to manage risks and establish tolerances that allow for growth while staying within our risk appetite. It also provides an enterprise-wide view of risks and risk management practices. Regular risk assessments deepen our understanding of risks, enable effective action to mitigate risks and strengthen our risk culture. We align our key risk indicators with our risk appetite and industry-leading practices. Successful risk management requires participation from internal teams across our businesses and the ERM team, which is tasked with identifying and evaluating the most significant risks of the business and the actions needed to manage and mitigate those risks. We assess and mitigate our environmental risk as part of both the risk program and the ISO 14001:2015 Environmental Management System.

The diagram above summarizes the process by which risks are assessed and discussed with the Board and/or the relevant Board committees. As described in the diagram, business units conduct risk assessments routinely throughout the year and key risk factors outside of tolerance are reported quarterly to the Board or committee owning the risk. Individual enterprise risks are presented to the Audit & Risk Committee as needed, but no less than once a year. Annually, each enterprise risk is evaluated, and its inherent / residual risk (both probability and severity) is assessed for updated placement on the enterprise risk heat map. We maintain a “bow-tie” analysis, centered on potential risk events. As part of the analysis, prevention controls and mitigations regarding an underlying threat are evaluated and the related containment controls and actions, and potential risk impacts are reviewed. The results of this analysis, for individually selected risks, are reported to the Audit & Risk Committee as needed. The ERM team is in the process of evaluating and evolving the Enterprise Risk Management framework which may adjust the approach and methods described above.

Constellation Energy Corporation 2025 Proxy Statement

42

Corporate Governance

Board and Committee Self-Evaluations

Cybersecurity Risk

We have implemented processes for assessing, identifying and managing material risks from cybersecurity threats to the company, including governance at the Board level and executive management accountability for the execution of our cyber risk management strategy and the controls designed to protect our operations. In order to effectively oversee cybersecurity risk management practices, our Board has delegated direct oversight of cybersecurity risks to its Nuclear Oversight and Audit & Risk committees. The Nuclear Oversight Committee is tasked with overseeing compliance with policies and procedures to manage and mitigate cybersecurity risks associated with our nuclear assets. The Audit & Risk Committee oversees policies and processes established by management to identify, assess, monitor, manage and control the company’s material strategic, financial, operational, regulatory, business unit, reputational and other risks, including technology and cyber risks.

Our SVP, Chief Information Officer and VP, Chief Information Security Officer, in conjunction with the Legal department, provide regular reports to the Board and committees regarding our operational and information technology programs and systems and risks, along with key risk indicators to track performance of the cybersecurity program. For example, the Chief Information Officer and the Chief Information Security Officer provide quarterly reports to the Board regarding the effectiveness of particular aspects of the cybersecurity program.

Emergent cybersecurity incidents or events are reported to the full Board between scheduled meetings on an ad hoc basis following the exercise of our incident response and crisis management protocols which were revised and enhanced in 2023, in part, to enable the company to comply with recently adopted SEC cybersecurity disclosure requirements. As a critical infrastructure owner/ operator, the cybersecurity of our critical assets is regularly inspected by regulatory agencies, including the U.S. Nuclear Regulatory Commission and the North American Electric Reliability Corporation. Also, the risk and maturity of our enterprise cyber security program, including our alignment with the National Institute of Standards and Technology (NIST) Cyber Security Framework, is periodically assessed by independent third parties. Our external auditor, as part of the company’s annual SOX controls audit, also reviews the effectiveness of the enterprise cyber program.

We provide company-wide training under our cybersecurity program. As part of the training, all employees and contractors with electronic access to the company’s network are required to complete security awareness training within 30 days of hire and on annual basis thereafter. The training familiarizes personnel with cybersecurity risks, how to identify and report threats (including phishing attacks), and reinforces behavioral expectations as outlined by company policy. Additional training is required for individuals with elevated access or performing specialized roles.

Director Retirement Policy

Each non-employee director must tender their resignation from the Board at or before the next Annual Meeting of Shareholders following the director’s 80th birthday. The Board has full discretion to decline a tendered resignation if it determines, based on the recommendation of the Corporate Governance Committee, that it is in the best interests of the company and its shareholders to extend the director’s continued service for an additional period of time. The Board has not established term limits for director service, but relies instead on the mandatory retirement age and annual Board self-evaluations to assure a regular process of Board refreshment. The Board believes term limits could deprive the Board of the valuable contributions of experienced directors who have extensive knowledge of the company and its operations.

Board and Committee Self-Evaluations

Our Board seeks to operate with the highest degree of effectiveness, supports a dynamic boardroom culture of independent thought, and has initiated a strong self-evaluation process for the Board and its committees.

Annual Board Self-Evaluations

The Board conducts an annual self-assessment of its performance and effectiveness. The process is coordinated by the Board Chair and the chair of the Corporate Governance Committee and incorporates recommendations from other Board members. The Corporate Governance Committee oversees and approves the format and framework to be used for Board and committee self-evaluations. In 2024, the Board and its committees utilized a different electronic platform (provided by Nasdaq) to increase the efficiency of collecting and assessing director input. The platform was more user-friendly and produced detailed aggregated reports that outlined consensus opinions and conclusions. The annual self-evaluations follow the process outlined below.

Constellation Energy Corporation 2025 Proxy Statement

43

Corporate Governance

Annual Committee Self-Evaluations

Annual Committee Self-Evaluations

All of the Board’s standing committees conduct annual self-assessments of their performance and take into consideration the following:

Constellation Energy Corporation 2025 Proxy Statement

44

Corporate Governance

New Director Orientation

New Director Orientation

Comprehensive director orientation is overseen by the Corporate Governance Committee and administered by the Corporate Secretary. The orientation program is tailored to the needs of each new director depending on his or her level of experience serving on other boards and knowledge of the company or energy industry. Materials provided to new directors include information on the company’s vision and strategic direction, financial matters, corporate governance practices, Code of Business Conduct, risk management framework, and other key policies and practices. The onboarding process includes a series of one-on-one meetings with members of senior management and their staff for deep-dive briefings on business units. New directors are also invited to tour various company facilities, depending on their orientation needs and preferences.

Continuing Director Education and Site Visits

Constellation provides continuing education opportunities for incumbent directors on subjects that aid in their development and assist in the effective discharge of their duties, including, compliance and corporate governance developments, business-specific learning opportunities, and briefing sessions on topics that present special risks and opportunities to the company. The Corporate Governance Committee may recommend committee member rotation if it determines that rotation would enhance a director’s education.

Continuing director education is provided during portions of Board and committee meetings and is focused on topics necessary to enable the Board to effectively consider issues before them at that time (such as new regulatory or accounting standards). Education may take the form of presentations from senior leadership or other subject matter experts within the company, presentations from external advisors, or “white papers” which are deep dives into timely subjects or topics.

Directors are also invited from time to time to tour facilities. During these visits, directors are able to interact directly with employees staffing key functions. Additionally, directors may attend educational seminars and programs sponsored by external organizations. The company covers the costs related to the attendance of any such external programs and seminars.

Ethics and Compliance

Constellation is committed to maintaining a robust, comprehensive corporate ethics and compliance program and recognizes that an effective program must constantly evolve in the face of changing risks. Constellation’s Ethics and Compliance office provides governance and oversight of the company’s corporate compliance program and is the primary resource for ethics advice and interpretation of the Code of Business Conduct. Our Ethics and Compliance office conducts various risk assessments to help identify compliance risks and assess controls for those risks. It works with business teams on the appropriate design, implementation, and testing of controls for various compliance obligations. Also, our Chief Ethics and Compliance Officer has a direct reporting relationship to the Audit & Risk Committee.

We maintain a detailed Code of Business Conduct, applicable to all employees, officers, and directors across the enterprise and a Supplier Code of Conduct, which is based on the Code of Business Conduct principles and applies to Constellation supply managed suppliers, including contractors, consultants, and vendors. The Code of Business Conduct sets out our core values—which include acting with integrity—and addresses a wide range of topics, including conflicts of interest, workplace conduct, safety, protecting confidential information and other company assets, and bribery and corruption. The Code of Business Conduct highlights the importance of speaking up and that retaliation for raising in good faith questions or concerns about potential violations of the Code of Business Conduct or compliance with applicable laws and regulations is not tolerated.

Generally, all employees and certain contract workers must participate in annual Code of Business Conduct training. Additionally, non-represented employees are required to complete an annual certification disclosing potential conflicts of interest and affirming their understanding of the Code of Business Conduct. Completion of the training and certifications is tracked.

We maintain a 24-hour ethics Help Line that allows employees, contract workers, suppliers, and the public to pose questions and report ethics concerns and potential legal or regulatory violations. The Help Line has both a phone and web portal option and reporters have the option to remain anonymous. The Ethics and Compliance office oversees the intake, investigation, and resolution of reports of potential compliance violations and violations of the Code of Business Conduct and Supplier Code of Conduct.

We also maintain involvement in four company-wide policies that relate to oversight of employee and company interactions with public officials. The policies include various controls and guidance, and employees in various positions are trained on the requirements of the policies. Among other things, the policies require tracking and review of certain requests, referrals, and recommendations from public officials and regular reporting to the Audit & Risk Committee of such requests, referrals and recommendations.

Shareholders may report an ethics concern with the Constellation Ethics Help Line by calling 1-844-927-2282 or by email to [email protected].

Constellation Energy Corporation 2025 Proxy Statement

45

Director Compensation

Constellation’s director compensation program is designed to enable ongoing attraction and retention of highly qualified directors and to address the time, effort, expertise and accountability required of active board membership.

The Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding its non-employee director compensation program. The committee is authorized to engage outside advisors and consultants in connection with its review and analysis of director compensation. The committee takes various factors into consideration, including responsibilities of directors generally, Board and committee leadership roles such as the Board Chair and Committee Chairs, as well as the form and amount of compensation paid to directors at comparable companies.

The non-employee director compensation program is comprised of cash and equity components. The Board targets total compensation to be at the median level of compensation paid to directors at the peer group of companies used to determine executive compensation.

Cash Fees

Each non-employee director receives an annual cash retainer for his or her service on the Board, as well as additional cash retainers if he or she serves as the Board Chair or as the chair of a committee. Directors serving in multiple leadership roles will receive incremental compensation for each role. The following table lists the cash retainer amounts in effect during fiscal year 2024.

(1) All members of the Nuclear Oversight Committee, including the chair, receive a $20,000 retainer.

Directors do not receive additional compensation for attending regularly scheduled board or committee meetings. All board fees are paid quarterly in arrears. New directors joining the Board receive a prorated fee for the quarter based on the date of their election.

Under the Director Deferred Compensation Plan, directors may elect to defer any portion of cash compensation into a non-qualified multi-fund deferred compensation plan. Under the plan, each director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds. Fund balances are settled in cash and may be distributed in a lump sum or in annual installment payments upon a director reaching age 65, age 72, or upon departure from the board.

Additionally, directors who serve as members of any special committee receive fees of $5,000 per quarter for as long as the committee continues to meet or is necessary.

Constellation Energy Corporation 2025 Proxy Statement

46

Director Compensation

Equity Compensation

Equity Compensation

A significant portion of director compensation is provided in the form of equity to align the interests of directors with the interests of shareholders. Through 2024, Deferred stock units (DSUs) were credited to a notional account maintained on the books of the company at the end of each calendar quarter based upon the closing price of Constellation common stock on the day the quarterly dividend is paid. DSUs earn dividend equivalents which are reinvested in the deferred stock accounts as additional stock units. The account balance of DSUs will be settled in shares of Constellation common stock and will be distributed in a lump sum or in annual installments based on each director’s election. Directors may opt to receive their DSUs upon reaching age 65, age 72, or upon their departure from the Board.

The table below sets forth the amount of DSUs held by each non-employee director as of December 31, 2024. The balances reported include additional DSUs accumulated as dividend equivalents.

Director Stock Ownership Requirement

Our Corporate Governance Principles include a director share ownership requirement of five times the annual cash retainer. All directors are required to meet the minimum stock ownership requirement within five years of their initial election to the Board. DSUs and common shares beneficially owned directly or indirectly, including shares held in trust, are counted towards meeting the stock ownership guidelines.

Constellation Energy Corporation 2025 Proxy Statement

47

Director Compensation

Equity Compensation

Director Compensation Changes Impacting 2025

2024 Director Compensation

The following table summarizes the compensation paid to each of our non-employee directors who served as a member of the Board and its committees in 2024.

Constellation Energy Corporation 2025 Proxy Statement

48

Ownership of Constellation Stock

Stock Ownership of Directors and Executive Officers

The following table shows the ownership of Constellation common stock as of March 1, 2025, by each director and each named executive officer in the Summary Compensation Table, later in this proxy statement, and for all directors and executive officers as a group. The shares owned by directors and executive officers, both individually and as a group, constitute less than 1% of the total number of shares of common stock outstanding.

Constellation Energy Corporation 2025 Proxy Statement

49

Ownership of Constellation Stock

Other Significant Owners of Constellation Stock

Other Significant Owners of Constellation Stock

The table below lists owners who are known to Constellation to hold more than 5% of its outstanding common stock. The information under the “Shares Beneficially Owned” column is based solely on the most recent Schedule 13G (or Schedule 13G/A) filings made with the Securities and Exchange Commission.

Constellation Energy Corporation 2025 Proxy Statement

50

Proposal 2:

Say-On-Pay: Advisory Vote on Executive Compensation

We are seeking an advisory vote to approve the 2024 compensation of our named executive officers.

This proposal, known as a say-on-pay proposal, gives our shareholders the opportunity to express their views on the compensation of the company’s named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the compensation philosophy, policies and practices described in this proxy statement.

The say-on-pay vote is advisory, and therefore not binding on Constellation, the Compensation Committee, or the Board of Directors. However, the Board and Compensation Committee value the opinions of the company’s shareholders and will take the results of the vote into consideration when evaluating the executive compensation program and making future decisions regarding the compensation of our named executive officers.

Our Board invites you to review the “Compensation Discussion and Analysis” section and the compensation tables and other compensation related disclosures included in this proxy statement.

As discussed in the “Compensation Discussion and Analysis” section of this proxy statement, our Board believes that the company’s executive compensation program, practices and policies drive performance, and align our executives’ interests with those of our shareholders. Accordingly, you may vote to approve or not approve the following advisory resolution on the compensation of the named executive officers at the 2025 Annual Meeting.

Our Board recommends that you vote FOR the following advisory resolution:

RESOLVED, that the company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s proxy statement for the 2025 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 2024 Summary Compensation Table and the other related tables and disclosure.

Constellation Energy Corporation 2025 Proxy Statement

51

Compensation Committee Report

Compensation Committee

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section and, based on such review and discussion, the committee recommended that the Board approve the inclusion of the Compensation Discussion and Analysis in this report.

Compensation Committee

Yves C. de Balmann, Chair Bradley Halverson Julie Holzrichter Dhiaa Jamil Ashish Khandpur Peter Oppenheimer

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of Constellation under the Securities Act or the Exchange Act, except to the extent that Constellation specifically incorporates the Compensation Committee Report by reference therein.

Compensation Discussion and Analysis

Executive Summary

For purposes of this Compensation Discussion and Analysis and the related executive compensation tables, the individuals referred to as the “named executive officers” or “NEOs” are Constellation’s President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and the three most highly compensated executive officers of Constellation based on fiscal year 2024 compensation.

Specifically, the individuals determined to be our NEOs based on 2024 compensation are: