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Pay Ratio and Certain Information as to Insurance and Indemnification |
The Company is required by Securities and Exchange Commission (SEC) rules to disclose the median annual total
compensation of all employees of the Company (excluding the Chief Executive Officer), the annual total compensation of the Chief Executive Officer, and the ratio of these two amounts (the pay ratio). The pay ratio below is a reasonable
estimate based on the Companys payroll records and the methodology described below, and was calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies
to adopt a variety of methodologies, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may use different methodologies,
exclusions, estimates and assumptions in calculating their own pay ratios.
As permitted by SEC rules, the Companys median employee for 2019 is the employee
identified in 2017. The employee is based in New York and is represented by a collective bargaining unit. The Company has determined that there have been no changes in its employee population or employee compensation arrangements during the last
completed fiscal year that would significantly impact the pay ratio disclosure for 2019. As of December 1, 2019, the Companys entire workforce (excluding the Chief Executive Officer), consisted of 14,947 full and part-time employees of
the Company and its subsidiaries. On December 1, 2017, this number was 15,603. In identifying the median employee in 2017, the Company used earnings as reported on Internal Revenue Service Form W-2 for
2017, annualized the compensation of all employees hired during 2017, and did not make any cost of living adjustments.
For 2019, the annual total compensation of
the Companys median employee, as calculated using Summary Compensation Table requirements, was $215,556 and the annual total compensation of the Chief Executive Officer, as disclosed in the column Securities and Exchange Commission
Total in the Summary Compensation Table on page 59, was $15,345,285. The resulting pay ratio of the Chief Executive Officers annual total compensation to the annual total compensation of the Companys median
employee was 71 to 1.
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CERTAIN INFORMATION AS TO INSURANCE AND
INDEMNIFICATION |
No stockholder action is required with respect to the following information that is included to fulfill the requirements of
Section 726 of the Business Corporation Law of the State of New York.
Effective December 2, 2019, the Company purchased Directors and Officers
(D&O) Liability insurance for a one-year term providing for reimbursement, with certain exclusions and deductions, to: (i) the Company and its subsidiaries for payments they make to
indemnify Directors, Trustees, officers and assistant officers of the Company and its subsidiaries, (ii) Directors, Trustees, officers, and assistant officers for losses, costs and expenses incurred by them in actions brought against them in
connection with their acts in those capacities for which they are not indemnified by the Company or its subsidiaries, and (iii) the Company and its subsidiaries for any payments they make resulting from a securities claim. The insurers are: ACE
American Insurance Company, Associated Electric & Gas Insurance Services Limited, Arch Insurance Company, Axis Insurance Company, Beazley Insurance Company, Continental Casualty Company, Endurance American Insurance Company, Endurance
American Specialty Insurance Company, Everest National Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., Travelers Casualty and Surety Company of America, U.S. Specialty Insurance Company, XL Bermuda Ltd., and XL Specialty
Insurance Company. The total cost of the D&O Liability insurance for one year from December 2, 2019 amounts to $3,026,304. The Company also purchased from Associated Electric & Gas Insurance Services Limited, Arch Insurance
Company, Axis Insurance Company, Great American Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., RLI Insurance Company, Travelers Casualty and Surety Company of America, U.S. Specialty Insurance Company and Zurich
American Insurance Company, additional insurance coverage for one year effective January 1, 2020, insuring the Directors, Trustees, officers, assistant officers and employees of the Company and its subsidiaries and certain other parties against
certain liabilities which could arise in connection with fiduciary obligations mandated by ERISA and from the administration of the employee benefit plans of the Company and its subsidiaries. The cost of such coverage was $765,692.
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Consolidated Edison, Inc. Proxy Statement |