8-KLeadership ChangesExhibits & Filings

EDISON INTERNATIONAL 8-K Report, Executive Changes (Aug 25, 2016)

Filed August 25, 2016For Securities:EIX

Summary

This 8-K filing by Edison International (EIX) on August 25, 2016, primarily announces the election of Louis Hernandez, Jr. as an independent Director to the Boards of both Edison International and Southern California Edison Company. Mr. Hernandez has also been appointed to key committees, including Audit and Finance and Operations and Safety Oversight. His compensation will follow the standard non-employee Director schedule, with an initial equity award pro-rated for his mid-year joining. The filing also details compensation adjustments for key executives in anticipation of leadership transitions effective September 30, 2016. Pedro J. Pizarro will become CEO of EIX, Maria Rigatti will become Executive Vice President and CFO of EIX, and William (Tres) Petmecky will assume the role of Senior Vice President and CFO of SCE. The compensation changes include updated annual salaries, target and maximum annual incentive amounts, and additional long-term incentive awards for these executives, reflecting their new responsibilities.

Key Highlights

  • 1Louis Hernandez, Jr. appointed as an independent Director to the Boards of Edison International and Southern California Edison Company.
  • 2Mr. Hernandez appointed to the Audit and Finance and Operations and Safety Oversight Committees.
  • 3Compensation for Mr. Hernandez as a Director will be based on the standard non-employee Director compensation schedule.
  • 4Leadership transition effective September 30, 2016: Pedro J. Pizarro to become CEO of EIX.
  • 5Maria Rigatti appointed as Executive Vice President and Chief Financial Officer of EIX.
  • 6William (Tres) Petmecky appointed as Senior Vice President and Chief Financial Officer of SCE.
  • 7Significant compensation adjustments, including increased salaries, incentive targets, and new long-term incentive awards, approved for these key executives.

Frequently Asked Questions

Louis Hernandez, Jr. has been elected as an independent Director to the Boards of Edison International (EIX) and Southern California Edison Company (SCE). He has also been appointed to serve on the Boards' Audit and Finance and Operations and Safety Oversight Committees. He has no pre-existing reportable relationships or transactions with the companies.

Pedro J. Pizarro, currently President of EIX, will become Chief Executive Officer of EIX. Maria Rigatti, currently SCE's Senior Vice President and Chief Financial Officer, will become Executive Vice President and Chief Financial Officer of EIX. William (Tres) Petmecky, currently SCE's Vice President and Treasurer, will become Senior Vice President and Chief Financial Officer of SCE.

The compensation packages for Messrs. Pizarro and Petmecky, and Ms. Rigatti have been adjusted to reflect their new roles. These adjustments include increased annual salaries, updated target and maximum annual incentive amounts for 2016, and the grant of additional long-term incentive awards (comprising stock options, restricted stock units, and performance shares) valued at a significant amount for each executive.

Mr. Hernandez will be compensated as a non-employee Director according to the established EIX and SCE Director Compensation Schedule. His initial equity award will be pro-rated to account for his joining the Boards in the third quarter of the fiscal year.