Independent
Tenure on this board
7.3 yrs
Also a director at
Columbus Mckinnon Corp (CMCO)
11 nominees · 4 ballot items.
Election of 11 directors; ratification of PwC as independent auditor; advisory (non-binding) vote to approve executive compensation; and a shareholder proposal asking the Board to adopt a policy requiring NEOs to retain 25% of net after-tax shares until retirement (Board recommends against).
Re-election of 11 director nominees to the Board.
Ratify appointment of PwC as the Company’s independent registered public accounting firm for 2026.
The proposal asks shareholders to ratify the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP (PwC) as Edison International’s independent registered public accounting firm for 2026. Management and the Audit and Finance Committee recommend a vote FOR, citing PwC’s long tenure since 2002, utility industry expertise, knowledge of the company’s accounting systems and personnel, satisfactory performance in PCAOB inspections and ongoing independence safeguards, and the committee’s regular assessments of audit quality, scope, and objectivity. The ratification is advisory and non-binding on the committee, but a negative vote would prompt the committee to investigate and reconsider the selection. The recommendation frames ratification as supporting continuity in the audit process and efficient audit execution, while acknowledging shareholders’ advisory role in oversight of auditor selection.
Non-binding advisory vote on the compensation of named executive officers as disclosed in the Proxy Statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Edison International’s named executive officers as disclosed in the proxy materials. Management seeks endorsement to confirm alignment between pay decisions and shareholder interests, emphasizing a pay-for-performance structure with significant at-risk compensation, use of performance shares tied to relative TSR and Core EPS, stock ownership guidelines, clawback policies, and emphasis on safety and long-term value. The Board recommends FOR, citing robust governance, targeted market-median pay, and shareholder engagement. A FOR vote signals shareholder support and guides the Compensation and Executive Personnel Committee; a negative vote would prompt reevaluation and potential changes to compensation practices.
A shareholder proposes that the Board adopt a policy requiring the five NEOs to retain 25% of net after-tax shares received from equity pay until retirement, prohibit hedging, and report to shareholders; the Board recommends voting AGAINST.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 8.99% | 34,598,287 | $2.5B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 24,976,902 | $1.8B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.00% | 23,099,580 | $1.7B |
| 4 | AQR CAPITAL MANAGEMENT LLC | 5.30% | 20,379,167 | $1.5B |
| 5 | BlackRock, Inc. | 4.77% | 18,347,121 | $1.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 3.18% | 12,227,122 | $935M |
| 7 | BlackRock, Inc. | 2.30% | 8,865,845 | $649M |
| 8 | BlackRock, Inc. | 1.39% | 5,330,234 | $390M |
| 9 | Allianz Asset Management GmbH | 1.09% | 4,195,867 | $307M |
| 10 | Invesco Ltd. | 0.95% | 3,653,695 | $267M |
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