8-KCorporate ChangesExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Bylaw Amendment (Feb 16, 2017)

Filed February 16, 2017For Securities:ED

Summary

Consolidated Edison, Inc. (ED) filed an 8-K on February 16, 2017, primarily to report amendments to its By-laws. The most significant change introduces "Proxy Access," a mechanism that allows eligible shareholders to nominate director candidates and have them included in the company's proxy materials. This provision requires a shareholder, or a group of up to 20, to hold at least 3% of outstanding common stock continuously for three years, and they can nominate up to two individuals or 20% of the board, whichever is greater, subject to certain conditions. In addition to Proxy Access, the company updated Section 7 of its By-laws concerning shareholder proposals and director nominations. These updates include revised advance notice timing, procedural requirements, and informational mandates. Minor administrative and clarifying changes were also made to ensure the By-laws are current. Investors should note that these By-law amendments are effective immediately as of February 16, 2017, and the full details are available in Exhibit 3.1 filed with the report.

Key Highlights

  • 1Consolidated Edison, Inc. amended its By-laws on February 16, 2017.
  • 2Introduction of a Proxy Access provision allowing eligible shareholders to nominate directors.
  • 3Proxy Access requires a minimum 3% ownership stake held continuously for three years.
  • 4Shareholders can nominate up to the greater of two individuals or 20% of the Board of Directors.
  • 5Updated advance notice requirements and procedural rules for shareholder proposals and director nominations.
  • 6The amendments are effective immediately as of February 16, 2017.
  • 7Exhibit 3.1 contains the full text of the amended By-laws.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about amendments made to Consolidated Edison, Inc.'s By-laws, most notably the adoption of a Proxy Access provision.

To utilize Proxy Access, a shareholder (or a group of up to 20 shareholders) must own at least 3% of the company's outstanding common stock continuously for at least three years. They must also meet specified requirements for both the shareholders and their nominees.

Eligible shareholders can nominate director candidates constituting up to the greater of two individuals or 20% of the total number of directors on the Board of Directors.

The By-laws were also amended to update the advance notice timing, procedural requirements, and informational provisions related to shareholder proposals and director nominations. Some other clarifying and administrative changes were also made.