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 17, 2021

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.,

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 17, 2021, 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 58,303,421 shares that were broker non-votes.


Name	For	Against	Abstentions
Timothy P. Cawley	202,829,347	3,230,025	967,005
Ellen V. Futter	200,804,973	5,265,912	955,492
John F. Killian	196,637,597	9,398,585	990,195
Karol V. Mason	204,099,956	1,943,385	983,013
John McAvoy	200,288,716	5,761,321	975,045
Dwight A. McBride	204,060,876	1,926,921	1,038,078
William J. Mulrow	195,991,950	10,032,829	1,001,096
Armando J. Olivera	203,190,069	2,820,985	1,014,821
Michael W. Ranger	196,600,770	9,403,073	1,022,032
Linda S. Sanford	202,398,538	3,704,906	922,230
Deirdre Stanley	201,926,912	4,150,129	949,313
L. Frederick Sutherland	196,461,916	9,530,091	1,034,347

(c)The results of the vote to ratify the appointment of PricewaterhouseCoopers LLP as Con Edison’s independent accountants for 2021 were as follows: 245,974,203 shares were voted for this proposal; 17,358,882 shares were voted against the proposal; and 1,996,780 shares were abstentions.

(d)The results of the advisory vote to approve named executive officer compensation were as follows: 189,156,816 shares were voted for this proposal; 15,926,867 shares were voted against the proposal; 1,899,475 shares were abstentions and 58,303,421 shares were broker non-votes.

CECONY

At the Annual Meeting of Stockholders of Consolidated Edison Company of New York, Inc. (“CECONY”) on May 17, 2021, 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.