8-KLeadership ChangesShareholder MattersExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Executive Changes (May 23, 2013)

Filed May 23, 2013For Securities:ED

Summary

This Form 8-K filing by Consolidated Edison, Inc. (Con Edison) on May 23, 2013, details the outcomes of its Annual Meeting of Stockholders held on May 20, 2013. The primary focus for investors is the approval of the company's Long Term Incentive Plan and the election of the Board of Directors. The filing also includes the ratification of PricewaterhouseCoopers LLP as the independent accountants and an advisory vote on executive compensation. Key outcomes include overwhelming support for director elections and auditor ratification. The Long Term Incentive Plan was approved, though a notable portion of shareholders voted against it, indicating some concerns regarding compensation structures. Similarly, the advisory vote on named executive officer compensation received majority approval but also saw significant opposition. A shareholder proposal to end CEO compensation benchmarking was overwhelmingly rejected.

Key Highlights

  • 1Consolidated Edison, Inc. (Con Edison) held its Annual Meeting of Stockholders on May 20, 2013.
  • 2Stockholders approved Con Edison's Long Term Incentive Plan.
  • 3All nominated directors for Con Edison's Board of Directors were elected with substantial support.
  • 4The appointment of PricewaterhouseCoopers LLP as Con Edison's independent accountants for 2013 was ratified.
  • 5An advisory vote to approve named executive officer compensation passed, but with a significant number of votes against.
  • 6A shareholder proposal to end the practice of benchmarking CEO compensation to peer companies was voted down decisively.

Frequently Asked Questions

This 8-K filing was made to report the results of Consolidated Edison, Inc.'s Annual Meeting of Stockholders, including votes on director elections, auditor ratification, executive compensation, and the approval of a Long Term Incentive Plan.

The Long Term Incentive Plan was approved by a majority of the votes cast. However, a notable number of shares were voted against it, and there were also broker non-votes.

A shareholder proposal urging the company to end the practice of benchmarking CEO total compensation to peer companies was overwhelmingly rejected by the stockholders.

This specific filing (Item 5.02) focuses on the election of directors as part of the annual meeting. No departures of officers or directors were reported in this section, but the elected directors for the upcoming term were confirmed.