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 27, 2017
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 5.07 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 27, 2017, five matters for EIX and four matters for SCE were submitted to a vote of the respective shareholders: the election of nine directors for EIX and ten directors for SCE; ratification of the appointment of the independent registered public accounting firm; an advisory vote on executive compensation; an advisory vote on the frequency of say-on-pay votes and a shareholder proposal regarding shareholder proxy access reform (EIX only).
Shareholders elected nine EIX nominees and ten SCE nominees to the respective Boards of Directors. Each of the nine EIX Director-nominees and ten 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 |
Vanessa C.L. Chang | 254,629,751 | 441,327,592 | 4,469,166 | 415,632 | 982,644 | 386,292 | 26,488,859 | 16,764,918 |
Louis Hernandez, Jr. | 251,675,086 | 441,346,114 | 7,546,738 | 384,126 | 859,737 | 399,276 | 26,488,859 | 16,764,918 |
James T. Morris | 255,042,715 | 441,305,236 | 4,184,801 | 426,138 | 854,045 | 398,142 | 26,488,859 | 16,764,918 |
Kevin M. Payne (SCE only) | N/A | 441,438,502 | N/A | 292,800 | N/A | 398,214 | N/A | 16,764,918 |
Pedro J. Pizarro | 256,609,548 | 441,452,404 | 2,665,896 | 280,332 | 806,117 | 396,780 | 26,488,859 | 16,764,918 |
Linda G. Stuntz | 232,413,138 | 440,387,650 | 26,637,835 | 1,339,758 | 1,030,588 | 402,108 | 26,488,859 | 16,764,918 |
William P. Sullivan | 257,488,694 | 441,434,134 | 1,687,119 | 298,974 | 905,748 | 396,408 | 26,488,859 | 16,764,918 |
Ellen O. Tauscher | 257,372,513 | 441,340,654 | 1,887,500 | 384,912 | 821,548 | 403,950 | 26,488,859 | 16,764,918 |
Peter J. Taylor | 257,544,568 | 441,342,376 | 1,640,684 | 368,634 | 896,309 | 418,506 | 26,488,859 | 16,764,918 |
Brett White | 251,718,284 | 440,832,346 | 7,500,748 | 888,264 | 862,529 | 408,906 | 26,488,859 | 16,764,918 |
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 | 282,519,328 | 3,461,814 | 589,278 | 0 |
SCE | 456,521,050 | 1,443,672 | 929,712 | 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 | 242,466,978 | 16,442,499 | 1,171,634 | 26,489,309 |
SCE | 440,588,110 | 928,320 | 613,086 | 16,764,918 |
Regarding the advisory vote on the frequency of each EIX's and SCE's future Say-on-Pay votes, the one year frequency 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. As a result, EIX and SCE will include the advisory vote on Say-on-Pay in its proxy materials for shareholder meetings every year where Directors will be elected and executive compensation information is required until the next advisory vote on the frequency of Say-on-Pay votes is held. The final vote results were as follows:
Company | 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
EIX | 231,449,348 | 776,780 | 26,307,844 | 1,547,139 | 26,489,309 |
SCE | 441,058,516 | 232,872 | 300,444 | 537,684 | 16,764,918 |
The shareholder proposal regarding shareholder proxy access reform (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 | 88,154,406 | 169,499,616 | 2,427,089 | 26,489,309 |
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 28, 2017
SOUTHERN CALIFORNIA EDISON COMPANY | |
(Registrant) | |
/s/ Connie J. Erickson | |
Connie J. Erickson | |
Vice President and Controller | |
Date: April 28, 2017