8-KLeadership ChangesShareholder MattersExhibits & Filings

EDISON INTERNATIONAL 8-K Report, Executive Changes (Apr 29, 2016)

Filed April 29, 2016For Securities:EIX

Summary

Edison International (EIX) filed an 8-K on April 29, 2016, primarily detailing the shareholder approval of amendments to the 2007 Performance Incentive Plan (the "Plan"). Key changes include an increase in authorized shares by 16.5 million, a new annual award limit of $500,000 for non-employee directors, an extension of the plan's term to 2026, and a delayed deadline for qualified performance-based awards to the 2021 Annual Meeting. These amendments, effective May 2, 2016, aim to provide continued flexibility in compensation and retention strategies. Additionally, the filing reports the outcomes of the Annual Meeting of Shareholders held on April 28, 2016. All ten EIX director nominees were elected, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm was ratified, and an advisory vote on executive compensation was approved. Notably, a shareholder proposal regarding proxy access was not adopted.

Key Highlights

  • 1Shareholders approved amendments to the EIX 2007 Performance Incentive Plan, effective May 2, 2016.
  • 2Authorized shares under the Plan increased by 16,500,000.
  • 3A new annual grant date fair value limit of $500,000 was established for awards to non-employee directors.
  • 4The overall term of the Plan was extended to February 24, 2026.
  • 5All ten EIX director nominees were elected to the Board of Directors.
  • 6The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm was ratified.
  • 7An advisory vote on executive compensation received shareholder approval.

Frequently Asked Questions

The key amendments approved by shareholders included an increase in the number of authorized shares by 16.5 million, a $500,000 annual limit on awards for non-employee directors, an extension of the plan's term to 2026, and a delayed deadline for qualified performance-based awards to the 2021 Annual Meeting.

Yes, all ten director nominees for Edison International were elected to the Board. The company's independent auditor, PricewaterhouseCoopers LLP, was ratified, and shareholders gave their approval to an advisory vote on executive compensation.

No, the shareholder proposal regarding proxy access did not pass, as it received a majority of the votes required for a quorum but not a majority of the votes cast.

The amendments are designed to ensure the company has sufficient equity available for future incentive awards, to set reasonable limits on compensation for non-employee directors, and to extend the plan's duration, supporting ongoing employee and director compensation and retention strategies.