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EDISON INTERNATIONAL 8-K Report, Executive Changes (Apr 29, 2011)

Filed April 29, 2011For Securities:EIX

Summary

This 8-K filing from Edison International (EIX) details the outcomes of their Annual Meeting of Shareholders held on April 28, 2011. The most significant investor-focused information pertains to the shareholder approval of amendments to the 2007 Performance Incentive Plan (2007 Plan). These amendments will increase the number of shares available for awards under the plan by 28 million, adjust the share counting ratio for certain full-value awards, and extend the plan's authority for performance-based awards through 2016. Additionally, the filing provides the voting results for the election of twelve directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, and advisory votes on executive compensation and its frequency. All proposed matters, including the incentive plan amendments, received shareholder approval.

Key Highlights

  • 1Shareholders approved amendments to the 2007 Performance Incentive Plan, increasing the share pool by 28 million and extending performance-based award eligibility.
  • 2The amendments adjust the share usage ratio for full-value awards from 1.75:1 to 3.5:1.
  • 3All twelve director nominees were elected to the Board of Directors.
  • 4Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor.
  • 5An advisory vote on executive compensation was approved by shareholders.
  • 6Shareholders voted for an annual advisory vote on executive compensation frequency.
  • 7The total number of shares available under the 2007 Plan, post-amendment, will be a combination of the initial 49.5 million shares plus shares from expiring prior plans.

Frequently Asked Questions

Shareholders approved amendments that increase the number of common shares available for awards by 28 million, adjust the ratio for counting full-value awards from 1.75 to 3.5 shares for each share issued, and extend the plan's ability to grant performance-based awards through the 2016 annual meeting.

All twelve director nominees presented at the meeting were elected to the Board of Directors, with each receiving the affirmative vote of at least a majority of the votes cast and a majority of the votes required to constitute a quorum.

Shareholders approved an advisory vote on executive compensation, with approximately 192.9 million votes in favor. They also voted for an annual advisory vote on executive compensation frequency.

After accounting for the amendments, the maximum number of Edison International's common stock shares that may be issued or transferred pursuant to awards under the 2007 Plan is the sum of 49,500,000 shares plus any shares from outstanding awards under prior plans that expire or are cancelled after April 26, 2007.