Current Report Filing (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): May 18, 2020

Consolidated Edison, Inc.

(Exact name of registrant as specified in its charter)



New York	1-14514	13-3965100
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



4 Irving Place,	New York,	New York	10003
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 460-4600

Consolidated Edison Company of New York, Inc.

(Exact name of registrant as specified in its charter)



New York	1-1217	13-5009340
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



4 Irving Place,	New York,	New York	10003
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 460-4600

Securities Registered Pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Consolidated Edison, Inc.,	ED	New York Stock Exchange
Common Shares ($.10 par value)

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.

CON EDISON


(a)	At the Annual Meeting of Stockholders of Consolidated Edison, Inc. (“Con Edison”) on May 18, 2020, Con Edison’s stockholders voted to elect the members of its Board of Directors; to ratify the appointment of its independent accountants; and to approve, on an advisory basis, named executive officer compensation.


(b)	The name of each director elected, the number of shares voted for or against each director and the number of abstentions as to each director were as shown in the following table. Not included in such amounts were 64,677,165 shares that were broker non-votes.



Name	For	Against	Abstentions
George Campbell, Jr.	190,217,438	14,905,086	867,408
Ellen V. Futter	197,450,193	7,741,962	797,777
John F. Killian	198,042,611	7,071,227	876,094
John McAvoy	185,362,371	16,190,224	4,437,337
William J. Mulrow	180,814,063	24,291,397	884,472
Armando J. Olivera	203,857,354	1,274,600	857,978
Michael W. Ranger	194,357,484	10,789,386	843,062
Linda S. Sanford	203,376,238	1,874,029	739,665
Deirdre Stanley	203,728,424	1,467,971	793,537
L. Frederick Sutherland	195,302,593	9,811,006	876,015


(c)	The results of the vote to ratify the appointment of PricewaterhouseCoopers LLP as Con Edison’s independent accountants for 2020 were as follows: 252,922,870 shares were voted for this proposal; 16,597,669 shares were voted against the proposal; and 1,146,558 shares were abstentions.


(d)	The results of the advisory vote to approve named executive officer compensation were as follows: 190,702,860 shares were voted for this proposal; 13,478,499 shares were voted against the proposal; 1,808,573 shares were abstentions and 64,677,165 shares were broker non-votes.

CECONY

At the Annual Meeting of Stockholders of Consolidated Edison Company of New York, Inc. (“CECONY”) on May 18, 2020, all 235,488,094 outstanding shares of CECONY’s common stock, which are owned by Con Edison, were voted to elect as the members of CECONY’s Board of Trustees the same persons who, as indicated above, were elected as members of Con Edison’s Board of Directors.



ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.



Exhibit 104	Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document

SIGNATURES

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