8-K
EDISON INTERNATIONAL (EIX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2025
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| California | 001-9936 | 95-4137452 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
2244 Walnut Grove Avenue
(P.O. Box 976)
Rosemead , California **** 91770
(Address of principal executive offices, including zip code)
( 626 ) 302-2222
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
|---|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| Common Stock, no par value | EIX | NYSE | LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| | Emerging growth company ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07Submission of Matters to a Vote of Security Holders.
At Edison International's ("EIX") Annual Meeting of Shareholders held on April 24, 2025, five matters were submitted to a vote of the shareholders: (1) the election of eleven directors; (2) ratification of the independent registered public accounting firm; (3) an advisory vote to approve executive compensation, (4) approval of an amendment and restatement of the EIX 2007 Performance Incentive Plan and (5) a shareholder proposal regarding shareholder approval of certain severance pay arrangements.
Shareholders elected eleven nominees to the Board of Directors. Each of the eleven Director nominees received the affirmative vote of at least a majority of the votes cast and the affirmative vote of at least a majority of the votes required to constitute a quorum. The final vote results were as follows:
| Name | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Jeanne Beliveau-Dunn | 298,353,717 | 1,368,780 | 895,223 | 27,197,075 |
| Michael C. Camuñez | 298,321,727 | 1,303,756 | 992,237 | 27,197,075 |
| Jennifer M. Granholm | 297,821,360 | 2,047,930 | 748,430 | 27,197,075 |
| James T. Morris | 295,830,307 | 3,752,705 | 1,034,708 | 27,197,075 |
| Timothy T. O’Toole | 297,425,325 | 2,138,953 | 1,053,442 | 27,197,075 |
| Pedro J. Pizarro | 299,007,398 | 1,248,691 | 361,631 | 27,197,075 |
| Marcy L. Reed | 298,707,665 | 1,170,381 | 739,674 | 27,197,075 |
| Carey A. Smith | 296,985,944 | 2,776,890 | 854,886 | 27,197,075 |
| Linda G. Stuntz | 288,832,208 | 11,094,028 | 691,484 | 27,197,075 |
| Peter J. Taylor | 280,545,896 | 19,337,522 | 734,302 | 27,197,075 |
| Keith Trent | 298,767,549 | 1,053,105 | 797,066 | 27,197,075 |
The proposal to ratify the appointment of the independent registered public accounting firm, PricewaterhouseCoopers LLP, received the affirmative vote of at least a majority of the votes cast and the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore adopted. The final vote results were as follows:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 299,666,613 | 27,696,993 | 451,189 | N/A |
The advisory vote to approve executive compensation received the affirmative vote of at least a majority of the votes cast and the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore adopted. The final vote results were as follows:
| | | ||
|---|---|---|---|
| For | Against | Abstentions | Broker Non-Votes |
| 275,015,698 | 24,192,241 | 1,409,781 | 27,197,075 |
The proposal to approve an amendment and restatement of the EIX 2007 Performance Incentive Plan received the affirmative vote of at least a majority of the votes cast (including abstentions having the effect of votes cast against) and the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore adopted. The final vote results were as follows:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 277,717,862 | 22,158,698 | 741,160 | 27,197,075 |
The shareholder proposal regarding shareholder approval of certain severance pay arrangements did not receive the affirmative vote of at least a majority of the votes cast and did not receive the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore not adopted. The final vote results were as follows:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 24,353,726 | 275,056,371 | 1,207,623 | 27,197,075 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
|---|---|
| | EDISON INTERNATIONAL |
| | (Registrant) |
| | |
| | /s/ Kara G. Ryan |
| | Kara G. Ryan |
| | Vice President, Chief Accounting Officer and Controller |
Date: April 25, 2025