Document


 

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 25, 2019

Commission
File Number
 
Exact Name of Registrant
as specified in its charter
 
State or Other Jurisdiction of
Incorporation or Organization
 
IRS Employer
Identification Number
1-9936
 
EDISON INTERNATIONAL
 
California
 
95-4137452
1-2313
 
SOUTHERN CALIFORNIA EDISON COMPANY
 
California
 
95-1240335

eix20logoa23.jpg
 



scelogoa30.jpg
2244 Walnut Grove Avenue
(P.O. Box 976)
Rosemead, California 91770
(Address of principal executive offices)
 
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices)
(626) 302-2222
(Registrant's telephone number, including area code)
 
(626) 302-1212
(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))

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 5.07    Submission of Matters to a Vote of Security Holders.    
At Edison International's ("EIX") and Southern California Edison Company's ("SCE") Annual Meeting of Shareholders on April 25, 2019, four matters for EIX and three matters for SCE were submitted to a vote of the respective shareholders: the election of eleven directors for EIX and twelve directors for SCE; ratification of the appointment of the independent registered public accounting firm; an advisory vote to approve the Company's executive compensation; and a shareholder proposal regarding proxy access (EIX only).
Shareholders elected eleven EIX nominees and twelve SCE nominees to the respective Boards of Directors. Each of the eleven EIX Director-nominees and twelve SCE 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:
 
For
Against
Abstentions
Broker Non-Votes
Name
EIX
SCE
EIX
SCE
EIX
SCE
EIX
SCE
Jeanne Beliveau-Dunn
255,269,658
440,202,016
1,404,903
357,060
319,836
201,072
27,129,173
18,299,256
Michael C. Camuñez
255,094,842
440,149,426
1,502,055
400,104
397,500
210,618
27,129,173
18,299,256
Vanessa C.L. Chang
240,416,818
440,138,872
16,236,892
420,144
340,687
201,132
27,129,173
18,299,256
James T. Morris
255,065,022
440,193,718
1,559,822
337,800
369,553
228,630
27,129,173
18,299,256
Timothy T. O’Toole
255,875,879
440,222,746
757,552
329,070
360,966
208,332
27,129,173
18,299,256
Kevin M. Payne (SCE only)
 
440,242,072
 
304,980
 
213,096
 
18,299,256
Pedro J. Pizarro
255,937,249
440,218,288
684,358
329,706
372,790
212,154
27,129,173
18,299,256
Linda G. Stuntz
255,818,057
440,283,376
842,149
270,744
334,191
206,028
27,129,173
18,299,256
William P. Sullivan
255,710,597
440,205,652
922,563
335,688
361,237
218,808
27,129,173
18,299,256
Ellen O. Tauscher
255,984,789
440,211,436
680,579
345,540
329,029
203,172
27,129,173
18,299,256
Peter J. Taylor
255,986,018
440,178,040
635,908
356,388
372,471
225,720
27,129,173
18,299,256
Keith Trent
256,003,396
440,160,658
602,944
383,328
388,057
216,162
27,129,173
18,299,256

Shareholders of each of EIX and SCE voted on proposals to ratify the appointment of the independent registered public accounting firm, PricewaterhouseCoopers LLP, each of which 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:
Company
For
Against
Abstentions
Broker Non-Votes
EIX
280,003,130
3,627,844
492,596
N/A
SCE
457,867,234
528,966
663,204
N/A

The advisory vote on each of the EIX's and SCE's 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:
Company
For
Against
Abstentions
Broker Non-Votes
EIX
239,454,302
16,776,679
763,416
27,129,173
SCE
438,512,584
1,681,212
566,352
18,299,256







The shareholder proposal regarding proxy access (EIX only) did not receive the affirmative vote of a majority of the votes cast and was not adopted. The proposal received the following number of votes:
Company
For
Against
Abstentions
Broker Non-Votes
EIX
75,165,621
179,512,285
2,316,491
27,129,173







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
EDISON INTERNATIONAL
 
(Registrant)
 
 
 
/s/ Aaron D. Moss
 
Aaron D. Moss
 
Vice President and Controller

Date: April 26, 2019


 
SOUTHERN CALIFORNIA EDISON COMPANY
 
(Registrant)
 
 
 
/s/ Aaron D. Moss
 
Aaron D. Moss
 
Vice President and Controller

Date: April 26, 2019