+ All Categories
Home > Documents > Edison International & Southern California Edison 2019 Joint ......Southern California Edison...

Edison International & Southern California Edison 2019 Joint ......Southern California Edison...

Date post: 25-Sep-2020
Category:
Upload: others
View: 12 times
Download: 0 times
Share this document with a friend
3
Southern California Edison Company 2021 GRC A. 19-08-013 TURN HEARING EXHIBIT TURN-062 Edison International & Southern California Edison 2019 Joint Proxy Statement EXCERPT
Transcript
Page 1: Edison International & Southern California Edison 2019 Joint ......Southern California Edison Company 2021 GRC A. 19-08-013 TURN HEARING EXHIBIT TURN-062 Edison International & Southern

Southern California Edison Company 2021 GRC

A. 19-08-013

TURN HEARING EXHIBIT

TURN-062

Edison International & Southern California Edison 2019 Joint Proxy Statement EXCERPT

Page 2: Edison International & Southern California Edison 2019 Joint ......Southern California Edison Company 2021 GRC A. 19-08-013 TURN HEARING EXHIBIT TURN-062 Edison International & Southern

Energy for What’s AheadSM

Edison International & Southern California Edison Company

2019 Joint Proxy StatementNotice of Annual Meeting to be held on Thursday, April 25, 2019

Page 3: Edison International & Southern California Edison 2019 Joint ......Southern California Edison Company 2021 GRC A. 19-08-013 TURN HEARING EXHIBIT TURN-062 Edison International & Southern

Corporate Governance and Compensation HighlightsEIX BOARD CHARACTERISTICS AND DIVERSITY

BOARD GOVERNANCE

> Independent EIX Board Chair

> Independent Board Committees

> Regular Independent Director Executive Sessions

> Oversight of Key Enterprise Risks, including Cybersecurity

> Oversight of Strategy and Corporate Goals

> Oversight of Environmental, Social and Governance (“ESG”) Issues

> Director Orientation and Continuing Education

> Annual Board and Committee Evaluations

> Annual CEO Succession Planning

> Director Retirement at Age 72

SHAREHOLDER RIGHTS

> Annual Election of Directors

> Majority Voting for Directors in Uncontested Elections

> 10% of Shareholders May Call Special Meetings

> Shareholders May Act By Written Consent

> Annual Advisory Vote on Executive Compensation

> Proxy Access with Standard Terms

EXECUTIVE COMPENSATION

> Majority of Executive Compensation “At Risk” and Aligned with Shareholder Interests

> Annual Incentives Based Mostly on Quantitative Targets

> Incentive Compensation Clawback Policy

> Anti-Hedging and Anti-Pledging Policies

> Stock Ownership Guidelines for Directors and Officers

> No Employment Contracts

> No Perquisites

> No Excise Tax Gross-Ups on Change in Control Payments

> No Repricing or Cash Buyouts of Stock Options Below Market Value of EIX Common Stock

2018 MEETINGS

> 8 Board Meetings

> 6 Independent Director Executive Sessions

> 9 Governance Committee Meetings

> All Directors Attended at least 90% of Board and Committee Meetings

> All Directors Attended the Annual Meeting

> 92% Shareholder Support for Executive Compensation

12 Total Directors

INDEPENDENCE

11 are Independent

DIVERSITY

4 are Female

4 are Ethnically Diverse

1 Self-Identifies as LGBT

AGE

60.7 YEARSAverage Age

TENURE

4.6 YEARSAverage Tenure

EXPERIENCE, SKILLS AND ATTRIBUTES ON THE BOARD

> Operations and Strategic Planning

> Utility Industry and Regulation

> Risk Oversight and Management

> Marketing and Customer Acquisition

> Corporate Finance and Capital Management

> Accounting and Financial Reporting

> Technology and Innovation

> Safety and Security (including Cybersecurity)

> Legal, Government and Public Policy

> Environmental Regulation and Policy

> Engineering and Science

> Public Company CEO and Board Service

> SCE Market/Customer Perspective

3www.edison.com

PROXY SUMMARY


Recommended