(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of Consolidated Edison, Inc. ("Con
Edison") on May 19, 2014 (the "Annual Meeting"), Con Edison's stockholders
approved its Stock Purchase Plan, as amended and restated effective May 19, 2014
(the "Stock Purchase Plan"). For a description of the terms and conditions of
the Stock Purchase Plan, see "Description of the Stock Purchase Plan" under
"Approval of the Company's Stock Purchase Plan (Proposal No. 3)" in Con Edison's
proxy statement for the Annual Meeting filed with the Securities and Exchange
Commission on April 8, 2014, which description is incorporated herein by
reference. A copy of the description is filed as an exhibit to this report. The
description is qualified in its entirety by reference to the Stock Purchase
Plan, a copy of which is filed as an exhibit to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting, Con Edison's stockholders voted to elect the
members of its Board of Directors; to ratify the appointment of its
independent accountants; to approve its Stock Purchase Plan; 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 are
85,522,549 shares that were broker non-votes.
Name For Against Abstentions
Kevin Burke 145,416,085 3,372,182 1,334,172
Vincent A. Calarco 145,440,691 3,420,024 1,261,724
George Campbell, Jr. 145,779,734 3,047,419 1,295,286
Michael J. Del Giudice 144,203,904 4,612,813 1,305,722
Ellen V. Futter 132,873,405 15,958,568 1,289,232
John F. Hennessy III 146,980,409 1,860,025 1,282,005
John F. Killian 146,953,783 1,916,143 1,251,290
John McAvoy 146,482,342 2,475,832 1,163,656
Armando J. Olivera 146,909,644 1,927,394 1,284,818
Sally H. Piñero 145,244,190 3,604,342 1,272,324
Michael W. Ranger 146,524,351 2,303,194 1,295,111
L. Frederick Sutherland 146,621,645 2,234,290 1,266,721
(c) The results of the vote to ratify the appointment of
PricewaterhouseCoopers LLP as Con Edison's independent accountants for
2014 were as follows: 230,156,963 shares were voted for this proposal;
3,870,860 shares were voted against the proposal; and 1,616,582 shares
(d) The results of the vote to approve Con Edison's Stock Purchase Plan were
as follows: 143,858,797 shares were voted for this proposal; 4,408,512
shares were voted against the proposal; 1,853,347 shares were abstentions
and 85,522,549 shares were broker non-votes.
(e) The results of the advisory vote to approve named executive officer
compensation were as follows: 137,765,128 shares were voted for this
proposal; 8,973,542 shares were voted against the proposal; 3,381,986
shares were abstentions and 85,522,549 shares were broker non-votes.
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At the Annual Meeting of Stockholders of Consolidated Edison Company of New
York, Inc. ("CECONY") on May 19, 2014, 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.
Exhibit 10 Consolidated Edison, Inc. Stock Purchase Plan.
Exhibit 99 Copy of the description of the Consolidated Edison, Inc. Stock
Purchase Plan incorporated by reference in Item 5.02 this report.