8-K


 

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 28, 2016


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


 



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))

 
 
 
 
 
 







Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    Compensatory Arrangements of Certain Officers

On April 28, 2016, shareholders of Edison International (“EIX”) approved the following amendments to the EIX 2007 Performance Incentive Plan (the “Plan”) effective as May 2, 2016 (the shareholder vote is addressed under Item 5.07 below):
•
An increase in the number of shares of EIX common stock authorized for issuance under the Plan by an additional 16,500,000 shares. The limit on the number of incentive stock options that may be issued under the Plan would correspondingly increase by 16,500,000 shares.

•
A new limit on awards that may be granted to members of the EIX Board of Directors (the “Board”) who are not employed by EIX or one of our subsidiaries (“Non-employee Directors”). The maximum grant date fair value of awards granted under the Plan during any one calendar year to any one individual who, on the date of grant of the award, is a Non-employee Director will be $500,000.

•
An extension of the date to grant qualified performance-based awards under the Plan that are intended to be deductible under Section 162(m) of the Internal Revenue Code to the date of EIX’s 2021 Annual Meeting.

•
An extension of the overall term of the Plan until February 24, 2026.

The Board previously approved the amendments described above, subject to approval by EIX shareholders, as well as other Plan amendments effective as of May 2, 2016. The summary of the Plan, as amended, in this Item 5.02(e) is qualified in its entirety by the full text of the Plan, as amended, which is attached as Exhibit 10.1 and is incorporated by reference herein.
The Board has delegated general administrative authority for the Plan to its Compensation and Executive Personnel Committee (the “Committee”). The Committee has broad authority including the authority to select participants and determine awards; establish terms and conditions of awards; make certain adjustments to awards; and construe and interpret the Plan. However, awards granted to Non-employee Directors require the approval of the Board.
All officers and employees of EIX or any of its subsidiaries, and Non-employee Directors of EIX and SCE, are eligible to receive awards under the Plan.
Awards that may be granted under the Plan include stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, or similar rights to purchase or acquire shares of EIX common stock, as well as cash bonus awards. Any award may be structured to be paid or settled in shares of EIX common stock or cash.
After giving effect to the amendments approved by EIX shareholders on April 28, 2016, the maximum number of shares of EIX’s common stock that may be issued or transferred pursuant to awards under the Plan equals 66,000,000 shares plus shares available as a result of the cancellation or termination of awards under the EIX Equity Compensation Plan and the EIX 2000 Equity Plan.





Item 5.07    Submission of Matters to a Vote of Security Holders.    
At EIX and Southern California Edison Company's ("SCE") Annual Meeting of Shareholders on April 28, 2016, five matters for EIX and three matters for SCE were submitted to a vote of the respective shareholders: the election of ten directors for EIX and eleven directors for SCE; ratification of the appointment of the independent registered public accounting firm; an advisory vote on executive compensation; and a shareholder proposal regarding recovery of unearned management bonuses (EIX only).
Shareholders elected ten EIX nominees and eleven SCE nominees to the respective Boards of Directors. Each of the ten EIX Director-nominees and eleven 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
Jagjeet S. Bindra
244,897,171
441,748,648
2,150,941
269,058
442,228
314,298
27,370,731
17,051,814
Vanessa C.L. Chang
244,212,828
441,657,244
2,876,299
401,076
401,213
273,684
27,370,731
17,051,814
Theodore F. Craver, Jr.
236,186,094
441,815,800
10,431,447
240,132
872,799
276,072
27,370,731
17,051,814
James T. Morris
246,215,035
441,771,754
855,730
309,378
419,575
250,872
27,370,731
17,051,814
Pedro J. Pizarro (SCE only)
N/A
441,761,788
N/A
258,954
N/A
311,262
N/A
17,051,814
Richard T. Schlosberg, III
241,112,194
441,756,268
5,866,890
312,564
511,256
263,172
27,370,731
17,051,814
Linda G. Stuntz
221,509,918
440,627,752
25,467,353
1,229,310
513,069
474,942
27,370,731
17,051,814
William P. Sullivan
244,932,633
441,765,208
2,021,085
292,764
536,622
274,032
27,370,731
17,051,814
Ellen O. Tauscher
244,933,359
441,687,886
2,147,429
315,288
409,552
328,830
27,370,731
17,051,814
Peter J. Taylor
242,396,615
441,729,430
4,657,934
328,614
435,791
273,960
27,370,731
17,051,814
Brett White
243,992,912
441,778,450
2,986,547
277,194
510,881
276,360
27,370,731
17,051,814

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, was adopted. The final vote results were as follows:
Company
For
Against
Abstentions
Broker Non-Votes
EIX
266,746,166
7,605,640
509,265
0
SCE
458,161,282
446,520
776,016
0

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
236,373,966
10,278,967
836,945
27,371,193
SCE
440,939,020
930,690
462,294
17,051,814





The management proposal regarding an approval of an amendment to the Plan (EIX only) 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
225,513,637
21,009,346
966,895
27,371,193


The shareholder proposal regarding shareholder proxy access (EIX only) received the affirmative vote of at least a majority of the votes required to constitute a quorum, but 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
89,729,490
156,579,076
1,181,774
27,370,731

Item  9.01
Financial Statements and Exhibits
(d)
Exhibits
See the Exhibit Index below.





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 29, 2016


 
SOUTHERN CALIFORNIA EDISON COMPANY
 
(Registrant)
 
 
 
/s/ Connie J. Erickson
 
Connie J. Erickson
 
Vice President and Controller

Date: April 29, 2016




EXHIBIT INDEX

 
 
Exhibit No.
Description
 
 
10.1**
Edison International 2007 Performance Incentive Plan, as amended and restated effective May 2, 2016

 
 
________________________________________
**
Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)(3).