EDISON INTERNATIONAL_April 24, 2025
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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): April 24, 2025

EDISON INTERNATIONAL

(Exact name of registrant as specified in its charter)

California

001-9936

95-4137452

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

2244 Walnut Grove Avenue

(P.O. Box 976)

Rosemead, California 91770

(Address of principal executive offices, including zip code)

(626) 302-2222

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

EIX

NYSE

LLC

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  5.07Submission of Matters to a Vote of Security Holders.

At Edison International's ("EIX") Annual Meeting of Shareholders held on April 24, 2025, five matters were submitted to a vote of the shareholders: (1) the election of eleven directors; (2) ratification of the independent registered public accounting firm; (3) an advisory vote to approve executive compensation, (4) approval of an amendment and restatement of the EIX 2007 Performance Incentive Plan and (5) a shareholder proposal regarding shareholder approval of certain severance pay arrangements.

Shareholders elected eleven nominees to the Board of Directors. Each of the eleven Director nominees received the affirmative vote of at least a majority of the votes cast and the affirmative vote of at least a majority of the votes required to constitute a quorum. The final vote results were as follows:

Name

For

Against

Abstentions

Broker Non-Votes

Jeanne Beliveau-Dunn

298,353,717

1,368,780

895,223

27,197,075

Michael C. Camuñez

298,321,727

1,303,756

992,237

27,197,075

Jennifer M. Granholm

297,821,360

2,047,930

748,430

27,197,075

James T. Morris

295,830,307

3,752,705

1,034,708

27,197,075

Timothy T. O’Toole

297,425,325

2,138,953

1,053,442

27,197,075

Pedro J. Pizarro

299,007,398

1,248,691

361,631

27,197,075

Marcy L. Reed

298,707,665

1,170,381

739,674

27,197,075

Carey A. Smith

296,985,944

2,776,890

854,886

27,197,075

Linda G. Stuntz

288,832,208

11,094,028

691,484

27,197,075

Peter J. Taylor

280,545,896

19,337,522

734,302

27,197,075

Keith Trent

298,767,549

1,053,105

797,066

27,197,075

The proposal to ratify the appointment of the independent registered public accounting firm, PricewaterhouseCoopers LLP, received the affirmative vote of at least a majority of the votes cast and the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore adopted. The final vote results were as follows:

For

Against

Abstentions

Broker Non-Votes

299,666,613

27,696,993

451,189

N/A

The advisory vote to approve executive compensation received the affirmative vote of at least a majority of the votes cast and the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore adopted. The final vote results were as follows:

For

Against

Abstentions

Broker Non-Votes

275,015,698

24,192,241

1,409,781

27,197,075

The proposal to approve an amendment and restatement of the EIX 2007 Performance Incentive Plan received the affirmative vote of at least a majority of the votes cast (including abstentions having the effect of votes cast against) and the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore adopted. The final vote results were as follows:

For

Against

Abstentions

Broker Non-Votes

277,717,862

22,158,698

741,160

27,197,075

The shareholder proposal regarding shareholder approval of certain severance pay arrangements did not receive the affirmative vote of at least a majority of the votes cast and did not receive the affirmative vote of at least a majority of the votes required to constitute a quorum, and was therefore not adopted. The final vote results were as follows:

For

Against

Abstentions

Broker Non-Votes

24,353,726

275,056,371

1,207,623

27,197,075

SIGNATURE

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

EDISON INTERNATIONAL

(Registrant)

/s/ Kara G. Ryan

Kara G. Ryan

Vice President, Chief Accounting Officer and Controller

Date: April 25, 2025