8-KShareholder MattersExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Shareholder Vote Results (May 18, 2022)

Filed May 18, 2022For Securities:ED

Summary

This 8-K filing from Consolidated Edison, Inc. (ED) reports on the outcomes of its Annual Meeting of Stockholders held on May 16, 2022. The primary focus is on the voting results for key corporate governance matters. Investors can take comfort in the strong shareholder support for the election of all proposed directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, and the advisory "say-on-pay" vote for executive compensation. These results indicate continued confidence in the current leadership and oversight of the company. Furthermore, the filing clarifies that all outstanding shares of Consolidated Edison Company of New York, Inc. (CECONY), the subsidiary, were voted by Con Edison to elect the same individuals to CECONY's Board of Trustees as were elected to the parent company's Board of Directors. The voting data provided shows significant majorities in favor of each proposal, with relatively low numbers of votes against and abstentions, underscoring broad shareholder agreement on these critical decisions.

Key Highlights

  • 1All proposed directors were overwhelmingly elected to the Board of Directors at the Annual Meeting.
  • 2Shareholders strongly ratified the appointment of PricewaterhouseCoopers LLP as the independent accountants for 2022.
  • 3An advisory vote to approve named executive officer compensation received substantial shareholder support.
  • 4The voting results demonstrate high levels of shareholder confidence in the company's current governance and executive team.
  • 5Consolidated Edison Company of New York, Inc. (CECONY) also elected the same directors to its Board of Trustees, with all shares owned by Con Edison voting in favor.
  • 6Broker non-votes were noted, particularly in the executive compensation vote, which is a common occurrence and does not negate the majority support from voted shares.

Frequently Asked Questions

The main topics voted on were the election of directors to the Board, the ratification of the appointment of independent accountants (PricewaterhouseCoopers LLP), and an advisory (non-binding) vote to approve the compensation of the named executive officers.

All proposed directors received very strong support, with the number of shares voted 'for' each director ranging from over 204 million to over 227 million, significantly outnumbering votes against and abstentions.

No, the advisory vote on executive compensation was overwhelmingly approved, with over 212 million shares voted in favor compared to approximately 15.8 million shares voted against. While there were broker non-votes, the 'for' votes represented a substantial majority of the shares that were voted.

The vote for CECONY's Board of Trustees confirms that Con Edison, as the sole owner of CECONY's shares, supported the election of the same individuals to the subsidiary's board as were elected to the parent company's board, ensuring alignment in leadership between the parent and its key operating subsidiary.