Consolidated Edison Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven nominees to the Board of Directors to serve one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Ratification of the Appointment of Independent Accountants

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent accountants for 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote (say-on-pay) to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (CD&A, tables, and narrative).

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the Compensation Discussion and Analysis and related tables and narratives. Management seeks this endorsement to confirm stockholder support for its pay programs, which are structured to attract and retain executives while aligning compensation with long-term stockholder value. The Company emphasizes a pay-for-performance approach: long-term incentives are 70% performance-based and 30% time-based, with performance metrics including cumulative adjusted EPS, relative total shareholder return versus a compensation peer group, and multi-year operating objectives tied to reliability, clean energy, cybersecurity, and workplace culture. Annual incentive awards also tie to adjusted EPS, operating budgets, and operational goals, and the Compensation Committee retains discretion and clawback provisions to mitigate undue risk and address exceptional circumstances. The Board frames the advisory vote as an important tool of engagement — noting prior strong support (92.78% in 2025) — and intends to consider the voting outcome when setting future compensation policies. The proposal is advisory and non-binding, so approval would signal stockholder endorsement but would not legally compel changes; nonetheless, the Board treats the result as influential in its ongoing governance and compensation design. Given these program features and the Board’s engagement with investors, the management recommendation is to vote in favor to reaffirm alignment between executive incentives and long-term company performance.

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When is the Consolidated Edison Inc 2026 annual meeting?

Consolidated Edison Inc (ED) holds its 2026 annual shareholder meeting on Monday, May 18, 2026.

What is the record date for the Consolidated Edison Inc 2026 meeting?

The record date for the Consolidated Edison Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Consolidated Edison Inc's 2026 meeting?

The board is presenting 11 director nominees at the Consolidated Edison Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Consolidated Edison Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Consolidated Edison Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.