Edison International | Executives To Retain Significant Stock at Edison International

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
EIX:US
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
Shareholders ask the Board of Directors to adopt a policy requiring the 5 named executive officers (NEOs) to retain a significant percentage of stock acquired through equity pay programs until reaching retirement and to report to shareholders regarding the policy in our Company's next annual meeting proxy. Shareholders recommend a share retention percentage requirement of 25% of net after-tax shares.
Supporting statement
This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce the risk of loss to the executive. Otherwise Edison International directors might be able to avoid the impact of this proposal. This policy shall supplement any other share ownership requirements that have been established for senior executives, and should be implemented without violating current company contractual obligations or the terms of any current pay or benefit plan. The Board is encouraged to obtain waivers of any current pay or benefit plan for senior executives that might delay implementation of this proposal. Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus EIX executives more on EIX's long term success. A Conference Board Task Force report stated that hold-to-retirement requirements give executives "an ever-growing incentive to focus on long-term stock price performance." Now is a good time to make sure executives retain significant stock since EIX stock was at $83 in 2017 and fell to $57 in late 2025 despite a robust stock market. It is also important to make sure executives retain significant stock given these unfavorable news reports: The U.S. Department of Justice filed multiple lawsuits accusing Southern California Edison (SCE), an EIX subsidiary, of negligence in the 2025 Eaton and Fairview wildfires, seeking $77 million in damages and fire suppression costs. Class-action lawsuits were filed by shareholders who claimed EIX made misleading statements about its wildfire mitigation processes, including the use of Public Safety Power Shutoffs (PSPS), which artificially inflated the stock price. EIX's proposed compensation plan for Eaton Fire victims was also criticized as being insufficient by residents. As a result the EIX Board of Directors of Edison International may need to adopt a policy that formalizes enhanced board-level oversight of wildfire risk mitigation, including the establishment of a dedicated committee or the expansion of responsibilities of an existing committee to oversee the EIX's wildfire prevention strategy, equipment maintenance protocols, and emergency response preparedness, and to regularly report to shareholders on progress and effectiveness. Fitch Ratings placed EIX on a Rating Watch Negative (RWN) in May 2025 due to the potential involvement of EIX equipment in starting the Eaton Fire and the risk of the state's Wildfire Fund being depleted by anticipated liabilities. S&P Global revised its outlook for EIX to Negative from Stable in February 2025 due to the potential risk for Wildfire Fund depletion. EIX also faced potential dividend cuts due to wildfire liabilities and regulatory risks.

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