8-KLeadership ChangesExhibits & Filings

EDISON INTERNATIONAL 8-K Report, Executive Changes (Apr 24, 2009)

Filed April 24, 2009For Securities:EIX

Summary

This 8-K filing from Edison International (EIX) on April 24, 2009, primarily concerns amendments to its 2007 Performance Incentive Plan (2007 Plan), which have been approved by shareholders. The key changes include an increase in the number of shares available for awards and modifications to how "full-value awards" are counted against the share limit. These amendments are designed to ensure the company can continue to offer competitive executive compensation and retain flexibility in its incentive programs. Specifically, the plan will allow for an additional 13 million shares to be issued under awards, and a new fungible share limit approach will be implemented for "full-value awards" granted after February 26, 2009. Under this new approach, one share issued for a "full-value award" will count as 1.75 shares against the aggregate share limit. Furthermore, the company's authority to grant awards intended to qualify as performance-based under Section 162(m) of the Internal Revenue Code has been extended through the 2013 annual shareholder meeting. Investors should note that these changes aim to align executive compensation with long-term company performance and shareholder interests.

Key Highlights

  • 1Shareholder approval obtained for amendments to the 2007 Performance Incentive Plan (2007 Plan).
  • 2Addition of 13,000,000 shares to the pool of shares available for awards under the 2007 Plan.
  • 3Implementation of a fungible share limit for "full-value awards" where 1.75 shares count for every 1 share issued for awards granted after February 26, 2009.
  • 4Extension of the company's authority to grant performance-based awards (Section 162(m) compliant) through the 2013 annual shareholder meeting.
  • 5The Board of Directors, or its Compensation and Executive Personnel Committee, administers the plan.
  • 6Eligible participants include officers, employees, and non-employee directors of Edison International and its subsidiaries.

Frequently Asked Questions

The primary purpose of the amendments is to increase the number of shares available for equity awards, modify how certain awards are counted, and extend the timeframe for granting performance-based awards. These changes are intended to provide Edison International with continued flexibility in its executive compensation strategies and to align executive incentives with long-term company performance.

For "full-value awards" granted after February 26, 2009, the new fungible share limit means that each share issued in connection with such an award will count as 1.75 shares against the total aggregate limit of shares available under the plan. This mechanism allows for a greater number of full-value awards to be granted relative to the absolute share count.

Extending the authority to grant awards qualifying under Section 162(m) of the Internal Revenue Code is important for tax deductibility purposes. Awards that meet these performance-based criteria generally allow the company to deduct the compensation expense associated with them, subject to certain conditions.

Eligible individuals include officers and employees of Edison International and its subsidiaries, as well as non-employee members of the Edison International and Southern California Edison Boards of Directors.