8-KShareholder Matters

CONSOLIDATED EDISON INC 8-K Report, Shareholder Vote Results (May 24, 2012)

Filed May 24, 2012For Securities:ED

Summary

This Form 8-K filing by Consolidated Edison, Inc. (Con Edison) on May 24, 2012, reports on the outcomes of its Annual Meeting of Stockholders held on May 21, 2012. The primary focus is on the voting results for key corporate governance matters. Investors can find information regarding the election of directors, the ratification of independent auditors, an advisory vote on executive compensation, and the outcome of a shareholder proposal. The filing indicates strong support for the incumbent board of directors and the ratification of PricewaterhouseCoopers LLP as the independent accounting firm. The advisory vote on executive compensation also passed, though with a notable number of abstentions and broker non-votes, which could be an area for investor observation. A shareholder proposal seeking greater transparency in executive compensation was voted down, suggesting shareholder consensus in favor of the company's current disclosure practices.

Key Highlights

  • 1All incumbent directors of Consolidated Edison, Inc. were elected to the Board.
  • 2PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2012.
  • 3An advisory vote to approve named executive officer compensation was passed.
  • 4A shareholder proposal seeking to specifically identify executive officers receiving base salaries over $500,000 was not adopted.
  • 5The same individuals elected to Con Edison's Board of Directors were also elected to the Board of Trustees of Consolidated Edison Company of New York, Inc. (CECONY).
  • 6A significant number of broker non-votes were recorded for the executive compensation vote and the shareholder proposal, indicating shares held in "street name" that were not voted by the broker.

Frequently Asked Questions

The main outcomes were the election of all proposed directors, the ratification of PricewaterhouseCoopers LLP as independent auditors, and the approval, on an advisory basis, of executive compensation. A shareholder proposal regarding executive compensation disclosure was not adopted.

While all directors were elected, the voting tallies show varying levels of 'Against' votes and 'Abstentions' for each director. For instance, George Campbell, Jr. and Ellen V. Futter received a higher number of 'Against' votes compared to some other directors, but still comfortably won their elections.

The shareholder proposal aimed to require Con Edison to specifically name executive officers receiving base salaries exceeding $500,000 annually, along with other compensation. It was not adopted, with a substantial majority of votes cast against it, indicating that shareholders were largely satisfied with the company's existing executive compensation disclosure practices or did not favor this specific requirement.

A 'broker non-vote' occurs when a broker holds shares in "street name" on behalf of a client but does not receive voting instructions from the client for a particular proposal. In such cases, the broker cannot vote those shares. The filing notes a substantial number of broker non-votes for the executive compensation and shareholder proposal items.