8-KShareholder Matters

CONSOLIDATED EDISON INC 8-K Report, Shareholder Vote Results (May 19, 2011)

Filed May 19, 2011For Securities:ED

Summary

This 8-K filing from Consolidated Edison, Inc. (Con Edison) dated May 19, 2011, details the outcomes of its Annual Meeting of Stockholders held on May 16, 2011. The primary focus is on the voting results for key corporate governance matters. Investors can see the overwhelming support for the election of the Board of Directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor. The filing also provides insights into shareholder sentiment regarding executive compensation. While the advisory vote to approve executive compensation received substantial support, a stockholder proposal seeking more detailed disclosure of executive officer salaries and additional compensation was narrowly defeated. The company will continue to hold annual advisory votes on executive compensation based on the shareholder vote on frequency.

Key Highlights

  • 1All incumbent directors were elected to the Board of Directors of Consolidated Edison, Inc. with a significant majority of votes cast.
  • 2The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2011 was overwhelmingly ratified by shareholders.
  • 3Shareholders approved, on an advisory basis, the company's executive compensation.
  • 4A majority of shareholders voted for an annual advisory vote on executive compensation.
  • 5A stockholder proposal requesting more granular disclosure of executive officer compensation (specifically base salary exceeding $500,000) was not adopted.
  • 6All outstanding shares of Consolidated Edison Company of New York, Inc. (CECONY) common stock, owned by Con Edison, were voted to elect the same individuals to its Board of Trustees as were elected to Con Edison's Board of Directors.

Frequently Asked Questions

The main voting outcomes included the election of the Board of Directors, ratification of the independent auditors (PricewaterhouseCoopers LLP), an advisory approval of executive compensation, and an advisory vote on the frequency of executive compensation votes. A stockholder proposal was also voted on.

Yes, shareholders approved the company's executive compensation on an advisory basis. The majority of shares voted 'for' the proposal.

The stockholder proposal, which sought more detailed identification and compensation disclosure for executive officers earning over $500,000 in base salary, was not adopted. The majority of votes were cast against this proposal.

Based on the shareholder vote, Con Edison will continue to hold an annual advisory vote on executive compensation in its proxy materials until after the next vote on the frequency of such advisory votes.