8-KShareholder MattersExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Shareholder Vote Results (May 19, 2021)

Filed May 19, 2021For Securities:ED

Summary

This 8-K filing reports the results of Consolidated Edison, Inc.'s (Con Edison) Annual Meeting of Stockholders held on May 17, 2021. Key outcomes include the election of the Board of Directors, the ratification of PricewaterhouseCoopers LLP as independent accountants, and an advisory vote on executive compensation. All proposals presented to Con Edison shareholders passed with strong support. Notably, all incumbent directors were re-elected, indicating continued investor confidence in the current leadership. The appointment of PricewaterhouseCoopers LLP as the independent auditor was also overwhelmingly ratified. The advisory vote on executive compensation received a majority of favorable votes, suggesting general approval of the company's compensation practices. The filing also notes the voting outcomes for Consolidated Edison Company of New York, Inc. (CECONY), whose Board of Trustees comprises the same individuals as Con Edison's Board of Directors.

Key Highlights

  • 1All incumbent directors for Consolidated Edison, Inc. were re-elected at the May 17, 2021 Annual Meeting of Stockholders.
  • 2Stockholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the company's independent accountants for 2021.
  • 3An advisory vote to approve named executive officer compensation received majority support from shareholders.
  • 4The Board of Trustees for Consolidated Edison Company of New York, Inc. (CECONY) was elected, consisting of the same individuals as Con Edison's Board of Directors.
  • 5Broker non-votes were noted for the director elections and the executive compensation vote, totaling over 58 million shares in one instance.
  • 6Director Timothy P. Cawley received the highest number of 'For' votes among the directors elected.
  • 7The ratification of independent accountants received significantly fewer 'Against' votes compared to the advisory vote on executive compensation.

Frequently Asked Questions

The main outcomes were the re-election of all incumbent directors, the ratification of PricewaterhouseCoopers LLP as independent accountants, and the approval, on an advisory basis, of named executive officer compensation.

Shareholders approved the executive compensation on an advisory basis, with a majority of votes cast being in favor. However, it's important to note this is a non-binding vote.

While all proposals passed, the advisory vote on executive compensation received a notable number of 'Against' votes (15,926,867 shares). The ratification of independent accountants also saw some opposition (17,358,882 shares).

Broker non-votes occur when a broker holding shares in 'street name' for a client does not have voting instructions and therefore does not vote those shares. They are mentioned to provide a complete picture of the voting dynamics, particularly for the director elections and executive compensation vote, as they represent shares that were not cast for or against these specific proposals.