UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a party other than the Registrant ¨☐
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| Definitive Proxy Statement |
| Definitive Additional Materials |
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CONSOLIDATED EDISON, INC.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Consolidated Edison, Inc.
4 Irving Place
New York, NY 10003
John McAvoy
Chairman of the Board
April 6, 20159, 2018
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of Consolidated Edison, Inc. We hope that you will join the Board of Directors and the Company’s management at the Company’s Headquarters at 4 Irving Place, New York, New York, on Monday, May 18, 2015,21, 2018, at 10:00 a.m.
The accompanying Proxy Statement, provided to stockholders on or about April 6, 2015,9, 2018, contains information about matters to be considered at the Annual Meeting. At the Annual Meeting, stockholders will be asked to vote on the election of Directors, the ratification ofto ratify the appointment of independent accountants for 2015,2018, and the approval,to approve, on an advisory basis, of named executive officer compensation.
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. It is very important that as many shares as possible be represented at the meeting.
Sincerely,
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| John McAvoy |
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Consolidated Edison, Inc.
4 Irving Place, New York, NY 10003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | Monday, May | |
| Location: | Company’s Headquarters 4 Irving Place New York, New York | |
| Items of Business: | a. To elect as the members of the Board of Directors the ten nominees named in the Proxy Statement (attached hereto and incorporated herein by reference);
b. To ratify the appointment of PricewaterhouseCoopers LLP as independent accountants for
c. To approve, on an advisory basis, named executive officer compensation; and
d. To transact such other business as may properly come before the meeting, or any adjournment or postponement of the meeting. | |
By Order of the Board of Directors,
Carole Sobin
Jeanmarie Schieler
Vice President and Corporate Secretary
Dated: April 6, 20159, 2018
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERSSTOCKHOLDERS’ MEETING TO BE HELD ON MONDAY, MAY 18, 2015.21, 2018. THE COMPANY’S PROXY STATEMENT AND ANNUAL REPORT, PROVIDED TO STOCKHOLDERS ON OR ABOUT APRIL 6, 2015,9, 2018, ARE AVAILABLE AT
WWW.CONEDISON.COM/INVESTORREPORTSCONEDISON.COM/SHAREHOLDERS
IMPORTANT!
Whether or not you plan to attend the meeting in person, we urge you to vote your shares of Company Common Stock by telephone, by Internet, or by completing and returning a proxy card or a voter instruction form, so that your shares will be represented at the annual meeting.Annual Meeting.
 | TABLE OF CONTENTS |
| PROXY STATEMENT SUMMARY |
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This is a summary ofsection highlights the proposals to be acted upon as well as information about Consolidated Edison, Inc. (the “Company”) that can be found in this Proxy Statement.Statement and does not contain all of the information that you need to consider. Before voting, please carefully review the complete Proxy Statement and the Annual Report to Stockholders of the Company provided to stockholders on or about April 6, 2015,9, 2018, which includes the consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2014,2017, and other information relating to the Company’s financial condition and results of operations.operations results.
20152018 ANNUAL MEETING OF STOCKHOLDERS (“ANNUAL MEETING”)
• | Monday, May | |
•Location: | Company Headquarters, 4 Irving Place, New York, NY 10003. Directions are available at | |
• | Stockholders of record at the close of business on March Each outstanding share of Common Stock is entitled to one vote. | |
•Admission: | Please follow the instructions contained in “Who |
| Board’s Voting Recommendation | Vote Required For Approval* | Page References (for more detail) | ||||||
| Proposal No. 1. | Election of Directors | FOR EACH NOMINEE | MAJORITY OF VOTES CAST | |||||
| Proposal No. 2. | Ratification of the Appointment of Independent Accountants | FOR | MAJORITY OF VOTES CAST | |||||
| Proposal No. 3. | Advisory Vote to Approve Named Executive Officer Compensation | FOR | MAJORITY OF VOTES CAST | |||||
| * | The presence, in person or by proxy, of holders of a majority of the outstanding shares of Company Common Stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and brokernon-votes (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its clients) are |
| CONSOLIDATED EDISON, INC. –Proxy Statement | 1 |
| PROXY STATEMENT SUMMARY |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors has nominated ten directors for election at the Annual Meeting and recommends the election of each of the ten nominees. The following table provides certain information about the Director nominees. (See “Information About the Director Nominees” on pages 6 to 11
| • | Proposal No. 1: Election of Directors.The Board of Directors has nominated ten directors for election at the Annual Meeting and recommends the election of each of the ten nominees. The following table provides certain information about the Director nominees. (See “Information About the Director Nominees” on pages 7 to 12 for additional information.) |
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Name / Age / Tenure / Independence | Primary Occupation / Career Highlight | Committee Membership | Other U.S.-Listed Public Company Boards | |||||||||||||||||
 | George Campbell, Jr., 72 Director since 2000 Independent | FormerNon-Executive Chairman, Webb Institute | Corporate Governance and Nominating Executive Management Development and Compensation (Chair) Operations Oversight | 1 | ||||||||||||||||
 | Ellen V. Futter, 68 Director since 1997 | President, American Museum of Natural History | Environment, Health and Safety (Chair) Operations Oversight | 0 | ||||||||||||||||
 | John F. Killian, 63 Director since 2007 Independent | Former Executive Vice President and Chief Financial Officer, Verizon Communications Inc. | Audit Corporate Governance and Nominating Management Development and Compensation | 2 | ||||||||||||||||
 | John McAvoy, 57 Director since 2013 | Chairman, President and Chief Executive Officer, Consolidated Edison, Inc. | Executive (Chair) | 0 | ||||||||||||||||
 | William J. Mulrow, 62 Director since 2017 Independent | Senior Advisory Director, The Blackstone Group | Environment, Health and Safety Finance Management Development and Compensation | 1 | ||||||||||||||||
 | Armando J. Olivera, 68 Director since 2014 Independent | Former President and Chief Executive Officer, Florida Power & Light Company | Environment, Health and Safety Finance Operations Oversight (Chair) | 2 | ||||||||||||||||
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Michael W. Ranger, 60 Director since 2008 Independent | Senior Managing Director, Diamond Castle Holdings LLC | Audit Corporate Governance and Nominating (Chair and Lead Director) Executive Finance Management Development and Compensation | 1 | |||||||||||||||||
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Linda S. Sanford, 65 Director since 2015 Independent | Former Senior Vice President, Enterprise Transformation, International Business Machines Corporation | Corporate Governance and Nominating Environment, Health and Safety Finance | 2 | |||||||||||||||||
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Director since 2017 Independent | Executive Vice President and General Counsel, Thomson Reuters | Corporate Governance and Nominating Environment, Health and Safety Operations Oversight | 0 | ||||||||||||||||
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L. Frederick Sutherland, 66 Director since 2006 Independent | Former Executive Vice President and Chief Financial Officer and Former Senior Advisor to the Chief Executive Officer, Aramark Corporation | Audit Finance (Chair) Management Development and Compensation | 1 | |||||||||||||||||
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ü = Member (C) = Chair (L) = Lead Director
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board recommends ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for 2015. (See “Ratification of the Appointment of Independent Accountants” on page 12.)
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
The Board recommends the approval of, on an advisory basis, the compensation of the Named Executive Officers.Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation.The Board recommends the approval of, on an advisory basis, the compensation of the named executive officers. The Company’s Named Executive Officers are identified in the “Compensation Discussion and Analysis – Introduction” on page 26. (See “Advisory Vote to Approve Named Executive Officer Compensation” on page 13.25.)
| 2 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| PROXY STATEMENT SUMMARY |
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KEY CORPORATE GOVERNANCE PRACTICES Active, Year-Round,Stockholder Engagement. The Company lobbying practices, and environmental, health, and safety matters. The BoardComposition. The Director nominees Independent Lead Director. The Board has Frequent Executive Sessions. The Company’s independent Directors andnon-management Directors meet frequently in executive sessions. Annual Board and Committee Evaluations. The Board and each of its committees annually evaluate their performance. Each committee reports the results of its self-evaluation to the Membership on Public Company Boards. Directors are not permitted to serve on more than four other public company boards and none serve on more than two. Adoption of Proxy Access. In 2017 the Special Meetings. Special meetings may be called by stockholders holding at least 25% of the Company’s STOCKHOLDER ENGAGEMENT• discussedproactively engages with stockholders investment firms, and institutionalaccepts invitations to discuss matters of interest to them. Throughout the year, the Company discussed numerous issues with stockholders (via teleconference and in person) the design of the executive compensation program,including, disclosure practices, corporate governance, political spending and the results of the most recent advisory vote to approve named executive officer compensation.Management Development and Compensation Committee ofCompany shares with the Board of Directors (the “Compensation Committee”), in consultation withthe feedback it receives from institutional investors and stockholders.• FeaturesAnnual Election of the Executive Compensation ProgramDirectorsTypeComponentObjectivePerformance-Based CompensationAnnual Incentive CompensationAchievement of financial and operating objectives for which the Named Executive Officers have individual and collective responsibility.Long-Term Incentive CompensationAchievement, over a multi-year period, of financial and operating objectives critical to the performance of the Company’s business plans and strategies. Achievement, over a three-year period, of the Company’s cumulative total shareholder return relative to the Company’s compensation peer group.Fixed & Other CompensationBase SalaryRetirement ProgramsBenefits and PerquisitesDifferentiate base salary based on individual responsibility and performance. Provide retirement and other benefits that reflect the competitive practices of the industry and provide limited and specific perquisites.CONSOLIDATED EDISON, INC. –Proxy Statement3PROXY STATEMENT SUMMARYCOMPENSATION GOVERNANCE PRACTICES•Pay Practices. The Company has no employment agreements, no golden parachute excise tax gross-ups, and no individually negotiated equity awards with special treatment upon a change of control.•Long-Term Incentive Compensation. The 2013 Long Term Incentive Plan (i) prohibits the repricing of stock options or the buyout of underwater options without stockholder approval; (ii) prohibits recycling of shares for future awards except under limited circumstances; (iii) prohibits accelerated vesting of outstanding equity awards except if both a change in control occurs and a participant’s employment is terminated under certain circumstances; and (iv) caps the maximum number of shares that may be awarded to a director, officer, or eligible employee in a calendar year.•Long-Term Incentive Mix. The following charts illustrate that all Named Executive Officer long-term equity-based incentive compensation is performance-based. As described in proxy statements filed in 2014, half of the Company’s compensation peer group granted some form of non-performance-based awards to their named executive officers:
•Risk Management. The Company’s compensation programs include various features that have been designed to mitigate risk. (See “Compensation Risk Management” on page 43.)•Stock Ownership Guidelines. The Company has stock ownership guidelines for directors and certain officers, including the Named Executive Officers. (See “Director Compensation” on page 20 and “Stock Ownership Guidelines” on page 42.)•No Hedging and Pledging. The Company prohibits all officers, financial personnel, and certain other individuals from shorting, hedging, and pledging Company securities or holding Company securities in a margin account. (See “No Hedging and Pledging” on page 42.)•Recoupment Policy. The Company’s compensation recoupment policy applies to all officers of the Company and its subsidiaries with respect to incentive-based compensation. (See “Recoupment Policy” on page 42.)4CONSOLIDATED EDISON, INC. –Proxy StatementMATTERS TO BE CONSIDERED AT THE ANNUAL MEETINGPROPOSAL NO. 1 ELECTION OF DIRECTORSTen Directors are to be elected at the Annual Meeting to hold office until the next annual meeting and until their respective successors are elected and qualified. (See “Information About the. Each Director Nominees” on pages 6 to 11.) Directors are permitted to standnominee has been recommended for election until they reach the mandatory retirement age of 75. Of the Board members standing for election, John McAvoy is a current officer of the Company. All of the nominees were elected Directors at the last Annual Meeting, other than Linda S. Sanford. Ms. Sanford was elected to the Board of Directors effective January 15, 2015. A professional search firm assistedby the Corporate Governance and Nominating Committee in connection with its recommendationand approved and nominated for election by the Board. If elected by a majority vote of Ms. Sanford.Thethe Company’s management believes thatstockholders, the Director nominees, all of the nominees will be able and willing to serve as Directors of the Company. All of the Directors also serve as Trustees of the Company’ssubsidiary, Consolidated Edison Company of New York, Inc. (“Con Edison of New York”). Mr. McAvoy also serves as Chairmanwhom are currently members of the Board, ofwill serve for aone-year term expiring at the Company’s subsidiary, Orange and Rockland Utilities, Inc. (“Orange & Rockland”).Kevin Burke and Sally H. Piñero, who have served with distinction as Directors of the Company, have not been nominated for re-election. The Board has reduced the number of Directors to ten effective immediately prior to the Annual Meeting.Shares represented by every properly executed proxy will be voted at the2019 Annual Meeting forof Stockholders. Each Director will hold office until his or againsther successor has been elected and qualified or until the election of theDirector’s earlier resignation or removal.• as specified byhave the stockholder giving the proxy. If one or more of the nominees is unable or unwilling to serve, the shares represented by the proxies will be voted for any substitute nominee or nominees as may be designated by the Board.The Board Recommends a Vote FOR Proposal No. 1.Each of the ten Director nominees must receive a majority of the votes cast at the Annual Meeting, in person or by proxy, to be elected (meaning the number of shares voted “for” a Director nominee must exceed the number of shares voted “against” that Director nominee), subject to the Board’s policy regarding resignations by Directors who do not receive a majority of “for” votes. Abstentions and broker non-votes are voted neither “for” nor “against,” and have no effect on the vote.CONSOLIDATED EDISON, INC. –Proxy Statement5MATTERS TO BE CONSIDERED AT THE ANNUAL MEETINGInformation About the Director NomineesThe Board and the Corporate Governance and Nominating Committee consider the qualifications of Directors and Director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. The Board believes that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. A substantial majority of the Director nominees are independent and have an average age of 63 years. The Board strives to maintain an appropriate balance of tenure among Directors. Of the Director nominees, fifty percent have been on the Board for six years or less, thirty percent have been on the Board for seven to sixteen years, and twenty percent have been on the Board for over sixteen years.• adopted Corporate Governance Guidelines to assist it in exercising its responsibilities toan independent Lead Director who is the Company and its stockholders. In evaluating Director candidates and considering incumbent Directors for renomination to the Board, the Board andChair of the Corporate Governance and Nominating Committee consider various factors. Pursuantand has numerous duties and significant responsibilities, including acting as a liaison between the independent Directors and the Company’s management, and chairing the executive sessions ofnon-management and independent Directors.• • Guidelines, theBoard. The Corporate Governance and Nominating Committee reviewscoordinates the self-evaluation process and, following the self-evaluations, discusses with the Boardfollow-up matters as appropriate.• • skills and characteristics of Director nominees, including independence, integrity, judgment, business experience, areas of expertise, availability for service, factorsrelating to the compositionBoard adopted proxy access, which enables certain stockholders of the Company to include their own director nominees in the Company’s Proxy Statement and form of proxy along with candidates nominated by the Board (including its size and structure),if the stockholders and the nominees proposed by the stockholders meet the requirements set forth in the Company’sBy-laws.• principlesoutstanding shares of diversity. For incumbent Directors,Common Stock entitled to vote at such meeting.CONSOLIDATED EDISON, INC. –Proxy Statement 3
| PROXY STATEMENT SUMMARY |
KEY FEATURES OF THE EXECUTIVE COMPENSATION PROGRAM
| Type | Component | Objective | ||
| Performance-Based Compensation | Annual Incentive Compensation | Achievement of financial and operating objectives for which the | ||
| Long-Term Incentive Compensation | Achievement, over a multi-year period, of financial and operating objectives critical to the performance of the
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| Fixed & Other Compensation | Base Salary, Retirement Programs, Benefits and | Differentiate base salary based on individual responsibility and |
(See “Compensation Discussion and Analysis – Executive Summary” on pages 26 to 28 for additional information.)
CHANGES TO EXECUTIVE COMPENSATION PROGRAM FOR 2017
Annual incentive plan changes: • Overall weighting of Other Financial Performance increased from 20% to 25% emphasizing the importance of the Company’s • Overall weighting of the • Operating Objectives modified to enhance alignment with the Company’s corporate imperatives – Employee and Public Safety, Environment and Sustainability, Operational Excellence and Customer Experience. • Due to certain changes in tax regulations, the vesting of a portion of the | ||||||||||||||||||||||||||||||||||||||||||||||||||
Long term incentive plan changes:
(See “Compensation Discussion and Analysis – Executive Compensation Actions – Annual Incentive Compensation” on pages 33 to 37 and “Compensation Discussion and Analysis – Executive Compensation Actions – Long-Term Incentive Compensation” on pages 38 to 42 for additional information.)
KEY COMPENSATION GOVERNANCE PRACTICES
Stock Ownership Guidelines. The Company has stock ownership guidelines for its Directors and senior officers, including the Named Executive Officers. No Hedging Nor Pledging. The Company prohibits all Directors, officers, financial personnel, and certain other individuals from shorting, hedging, and pledging Company securities or holding Company securities in a margin account.
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| CONSOLIDATED EDISON, INC. –Proxy Statement | 5 |
| ELECTION OF DIRECTORS |
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
Ten Directors are to be elected at the Annual Meeting to hold office until the next annual meeting and until their respective successors are elected and qualified. (See “Information About the Director Nominees” on pages 7 to 12.) Directors are permitted to stand for election until they reach the mandatory retirement age of 75. Of the Board members standing for election, John McAvoy is the only member who is an officer of the Company. All of the nominees were elected Directors at the last Annual Meeting, other than William J. Mulrow and Deirdre Stanley. Mr. Mulrow and Ms. Stanley were elected to the Board effective November 16, 2017.
The Corporate Governance and Nominating Committee recommends candidates for election orre-election to the Board and reviews the qualifications of possible Director candidates. When recommending to the Board the slate of Director nominees for election at the Annual Meeting, the Corporate Governance and Nominating Committee strives to maintain an appropriate balance of tenure, diversity, and skills on the Board. The Corporate Governance and Nominating Committee also strives to ensure that the Board is composed of Directors who bring diverse viewpoints, perspectives, professional experiences and backgrounds, and effectively represent the long-term interests of stockholders. The Board and the Corporate Governance and Nominating Committee believe that striking an appropriate balance between fresh perspectives and ideas and the valuable experience and familiarity contributed by longer-serving Directors is critical to a forward-looking and strategic Board. The Corporate Governance and Nominating Committee identifies candidates through a variety of means, including professional search firms, recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. (See “The Board of Directors – Standing Committees of the Board – Corporate Governance
and Nominating Committee” on page 16 for additional information on the Director nomination process.) A professional search firm assisted the Corporate Governance and Nominating Committee in connection with its recommendation of Ms. Stanley and a member of the Board recommended Mr. Mulrow to the Corporate Governance and Nominating Committee.
Each nominee was selected by the Corporate Governance and Nominating Committee and approved by the Board for submission to the Company’s stockholders. The Company believes that all of the nominees will be able and willing to serve as Directors of the Company. All of the Directors also serve as Trustees of the Company’s subsidiary, Consolidated Edison Company of New York, Inc. (“Con Edison of New York”). Mr. McAvoy also serves as Chairman of the Board of the Company’s subsidiary, Orange and Rockland Utilities, Inc. (“Orange & Rockland”).
Michael J. Del Giudice, who retired from the Board effective January 18, 2018, and Vincent A. Calarco, who will be retiring from the Board effective May 21, 2018 having reached the mandatory retirement age, each served with distinction as Directors of the Company. Messrs. Del Giudice and Calarco will not be standing forre-election and the Board has reduced the number of Directors to ten effective immediately prior to the Annual Meeting.
Shares represented by every properly executed proxy will be voted at the Annual Meeting for or against the election of the Director nominees as specified by the stockholder giving the proxy. If one or more of the nominees is unable or unwilling to serve, the shares represented by the proxies will be voted for any substitute nominee or nominees as may be designated by the Board.
The Board Recommends a Vote FOR Proposal No. 1.
Each of the ten Director nominees must receive a majority of the votes cast at the Annual Meeting, in person or by proxy, to be elected (meaning the number of shares voted “for” a Director nominee must exceed the number of shares voted “against” that Director nominee), subject to the Board’s policy regarding resignations by Directors who do not receive a majority of “for” votes. Abstentions and brokernon-votes are voted neither “for” nor “against,” and have no effect on the vote.
| 6 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| ELECTION OF DIRECTORS |
Information About the Director Nominees
The Board and the Corporate Governance and Nominating Committee consider the qualifications of Directors and Director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. The Board believes that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. The Board has adopted Corporate Governance Guidelines to assist it in exercising its responsibilities to the Company and its stockholders. In evaluating Director candidates and considering incumbent Directors for renomination to the Board, the Board and the Corporate Governance and Nominating Committee consider various factors. Pursuant to the Guidelines, the Corporate Governance and Nominating Committee reviews with the Board factors relating to the composition of the Board (including its size and structure), the Company’s principles of diversity, and the skills and characteristics of Director
nominees, including independence, integrity, judgment, business experience, areas of expertise, and availability for service to assure that the Board contains an appropriate mix of Directors to best further the Company’s long-term business interests. For incumbent Directors, the Corporate Governance and Nominating Committee also considers past performance of the Director on the Board.
The current Director nominees bring to the Company the benefit of their qualifications, leadership, skills, and the diversity of their experience and backgrounds which provide the Board, as a whole, with the skills and expertise that reflect the needs of the Company. See pages 8 to 12 for information about each Director nominee, including their age as of the date of the Annual Meeting, business experience, period of service as a Director, public or investment company directorships, and other directorships.
| CONSOLIDATED EDISON, INC. –Proxy Statement | 7 |
| ELECTION OF DIRECTORS |
 | George Campbell, Jr., Ph.D.
• Corporate Governance and Nominating • Executive • Management Development and Compensation (Chair) • Operations Oversight |
Career Highlights: Dr. Campbell, a physicist, was theNon-Executive Chairman of the Webb Institute, Glen Cove, NY, an all scholarship college offering degrees exclusively in naval architecture and marine engineering, from November 2012 to October 2016. Dr. Campbell was the President of The Cooper Union for the Advancement of Science and Art, New York, NY, a college providing degrees in engineering, architecture, and fine arts, from July 2000 to June 2011. Dr. Campbell also held various research and development and management positions at AT&T Bell Laboratories. Dr. Campbell also served as President and Chief Executive Officer of NACME, Inc., anon-profit corporation focused on engineering education and science and technology policy.
Other Directorships: Dr. Campbell is a Trustee of Con Edison of New York and a Director of Barnes and Noble, Inc. Dr. Campbell is also a Director or Trustee of the Josiah Macy Foundation, The Mitre Corporation, Montefiore Medical Center(Emeritus), Rensselaer Polytechnic Institute, Institute of International Education, Inc., the U.S. Naval Academy Foundation and the Webb Institute.
Attributes and Skills: Dr. Campbell has experience leading premiere colleges and anon-profit corporation, with a focus on engineering and science. Dr. Campbell also has experience in management and research and development at a public company. Dr. Campbell’s experience from his leadership positions at Webb Institute, The Cooper Union for the Advancement of Science and Art, AT&T Bell Laboratories, and NACME, Inc., and his service on other boards support the Board in its oversight of the Company’s operations and management activities.
 | Ellen V. Futter
Board Committees: • Environment, Health and (Chair) • Operations Oversight |
Career Highlights: Ms. Futter has been the President of the American Museum of Natural History, New York, NY, since November 1993. Previously, Ms. Futter served as the President of Barnard College, New York, NY, and was a corporate attorney at the law firm of Milbank, Tweed, Hadley & McCloy.
Other Directorships: Ms. Futter is a Trustee of Con Edison of New York. During the past five years, Ms. Futter also served as a Director of JPMorgan Chase & Co., Inc. through July 2013. Ms. Futter also served as a Director and Chairman of the Federal Reserve Bank of New York. Ms. Futter is a Director or Trustee of NYC & Company and the Brookings Institution and a Manager at the Memorial Sloan-Kettering Cancer Center.
Attributes and Skills: Ms. Futter has management and operations experience leading major New Yorknot-for-profit entities that provide services to the public. Ms. Futter also has legal and financial experience. Ms. Futter’s experience from her leadership positions at the American Museum of Natural History and Barnard College, and her legal experience support the Board in its oversight of the Company’s operations, planning and regulatory activities and the Company’s relationships with stakeholders.
| 8 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| ELECTION OF DIRECTORS |
 | John F. Killian
Age: 63 Board Committees: • Audit • Corporate Governance and Nominating • Management Development and Compensation |
Career Highlights: Mr. Killian was the Executive Vice President and Chief Financial Officer of Verizon Communications Inc., a telecommunications company, from March 2009 to December 2010. Mr. Killian was the President of Verizon Business, Basking Ridge, NJ, from October 2005 until February 2009, the Senior Vice President and Chief Financial Officer of Verizon Telecom from June 2003 until October 2005, and the Senior Vice President and Controller of Verizon Telecom from April 2002 until June 2003. Mr. Killian also served in executive positions at Bell Atlantic and was the President and Chief Executive Officer of NYNEX CableComms Limited.
Other Directorships: Mr. Killian is a Trustee of Con Edison of New York and Goldman Sachs Trust II and a Director of Houghton Mifflin Harcourt Company. Mr. Killian is also a Trustee and Chairman of the Board of Providence College.
Attributes and Skills: Mr. Killian has leadership experience at regulated consumer services companies, including experience with financial reporting and internal auditing. Mr. Killian’s experience from his leadership positions at Verizon Communications, Inc., Bell Atlantic and NYNEX CableComms Limited supports the Board in its oversight of the Company’s auditing, financial, operating, and strategic planning activities, and the Company’s relationships with stakeholders.
 | John McAvoy Director since: Age: 57 Board • Executive (Chair) |
Career Highlights: Mr. McAvoy has been Chairman of the Board of the Company and Con Edison of New York since May 2014. Mr. McAvoy has been President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York since December 2013. Mr. McAvoy was President and Chief Executive Officer of Orange and Rockland Utilities, Inc. from January 2013 to December 2013. Mr. McAvoy was Senior Vice President of Central Operations for Con Edison of New York from February 2009 to December 2012. Mr. McAvoy joined Con Edison of New York in 1980.
Other Directorships: Mr. McAvoy is a Trustee of Con Edison of New York. Mr. McAvoy is also a Director or Trustee of the American Gas Association, the Edison Electric Institute, the Intrepid Sea, Air and Space Museum, the Mayor’s Fund to Advance New York City, New York State Energy Research and Development Authority, the Partnership for New York City and the Puerto Rico Energy Resiliency Working Group. Mr. McAvoy is also Chair of the Electricity Information Sharing and Analysis Center Members Executive Committee and Orange & Rockland.
Attributes and Skills: Mr. McAvoy has leadership, engineering, financial, and operations experience, as well as knowledge of the utility industry and the Company’s business. Mr. McAvoy’s experience from his leadership positions at the Company, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities, and the Company’s relationships with stakeholders.
| CONSOLIDATED EDISON, INC. –Proxy Statement | 9 | |
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| ELECTION OF DIRECTORS |
| William J. Mulrow
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Career Highlights: Ms. Futter has been the President of the American Museum of Natural History, New York, NY, since November 1993. Previously, Ms. Futter served as the President of Barnard College, New York, NY, and as the Chairman of the Federal Reserve Bank of New York, and was a corporate attorney at the law firm of Milbank, Tweed, Hadley & McCloy.
Other Directorships:Director since: Ms. Futter is a Trustee of Con Edison of New York. During the past five years, Ms. Futter also served as a Director of JPMorgan Chase & Co., Inc. through July 2013. Ms. Futter is also a Director or Trustee of NYC & Company and the Brookings Institution and a Manager at the Memorial Sloan-Kettering Cancer Center.2017
AttributesAge: 62
Board Committees:
• Environment, Health and Skills: Ms. Futter has managementSafety
• Finance
• Management Development and operations experience leading major New York not-for-profit entities that provide services to the public. Ms. Futter also has legal and financial experience. Ms. Futter’s experience from her leadership positions at the American Museum of Natural History and Barnard College, and her legal experience support the Board in its oversight of the Company’s operations and planning activities and the Company’s relationships with stakeholders.
Compensation
Career Highlights:Mr. Mulrow is a Senior Advisory Director since May 2017 at The Blackstone Group, the world’s largest alternative asset management firm. Previously, he served as Secretary to New York State Governor Andrew Cuomo from January 2015 to April 2017, and was a Senior Managing Director at Blackstone from April 2011 to January 2015. From 2005 to 2011, he was a Director of Citigroup Global Markets Inc. Mr. Mulrow also held various management positions at Paladin Capital Group, Gabelli Asset Management, Inc., Rothschild Inc., and Donaldson, Lufkin & Jenrette Securities Corporation. In addition, Mr. Mulrow served in a number of other government positions including Chairman of the New York State Housing Finance Agency and State of New York Mortgage Agency.
Other Directorships:Mr. Mulrow is a Trustee of Con Edison of New York, and a Director of JBG Smith Properties since July 2017, and Arizona Mining Inc. since June 2017.
Attributes and Skills:Mr. Mulrow has business and leadership experience in both the public and the private sector. He also has financial, accounting and asset management experience from his leadership positions at Blackstone, New York State government, and his service on other boards which supports the Board in its oversight of the Company’s financial and strategic planning activities.
| Armando J. Olivera
• Finance • Operations Oversight (Chair) |
Career Highlights: Mr. Olivera was President of Florida Power & Light Company, an electric utility that is a subsidiary of a publicly traded energy company, from June 2003, and Chief Executive Officer from July 2008, until his retirement in May 2012. Mr. Olivera joined Florida Power & Light Company in 1972. Mr. Olivera also served as Chairman of the Boards of twonon-profits: Florida Reliability Coordinating Council that focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange that focuses on coordinating storm restoration services and enhancing operational and technical resources.
Other Directorships: Mr. Olivera is also a Trustee of Con Edison of New York. Mr. Olivera also serves as a Director of Fluor Corporation and Lennar Corporation. During the past five years, Mr. Olivera served as a Director of AGL Resources, Inc. until July 2016, and as a Director of Florida Power & Light Company until May 2012. Mr. Olivera is Trustee Emeritus of Cornell University and also a Trustee and Vice Chair of Miami Dade College.
Attributes and Skills: Mr. Olivera has leadership, engineering, and operations experience, as well as knowledge of the utility industry. Mr. Olivera’s experience from his leadership positions at Florida Power & Light Company, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities.
| 10 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| ELECTION OF DIRECTORS |
| Michael W. Ranger
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Career Highlights: Mr. Ranger has been Senior Managing Director of Diamond Castle Holdings LLC, New York, NY, a private equity investment firm, since 2004 and Non-Executive Chairman of KDC Solar LLC since 2010. Mr. Ranger was an investment banker in the energy and power sector for twenty years, including at Credit Suisse First Boston, Donaldson, Lufkin and Jenrette, DLJ Global Energy Partners, and Drexel Burnham Lambert. Mr. Ranger was also a member of the Utility Banking Group at Bankers Trust.
Other Directorships:Director since: 2008
Age: 60
Board Committees:
• Audit
• Corporate Governance and
Nominating (Chair and Lead Director)
• Executive
• Finance
• Management Development and
Compensation
Career Highlights: Mr. Ranger has been Senior Managing Director of Diamond Castle Holdings LLC, New York, NY, a private equity investment firm, since 2004 andNon-Executive Chairman of KDC Solar LLC since 2010. Mr. Ranger was an investment banker in the energy and power sector for twenty years, including at Credit Suisse First Boston, Donaldson, Lufkin and Jenrette, DLJ Global Energy Partners, and Drexel Burnham Lambert. Mr. Ranger was also a member of the Utility Banking Group at Bankers Trust.
Other Directorships:Mr. Ranger is a Trustee of Con Edison of New York and a Director of Covanta Holding Corporation. Mr. Ranger is also a Director or Trustee of KDC Solar LLC and Professional Directional Enterprises, Inc., and is a Trustee and Vice Chair of Con Edison of New York. Mr. Ranger is also a Director or Trustee of Bonten Media Group, KDC Solar LLC, Morristown-Beard School, Professional Direction Enterprise, Inc, and St. Lawrence University. Mr. Ranger also served as a Trustee of Morristown-Beard School through 2017 and Director of Bonten Media Group Inc. through 2017.
Attributes and Skills: Mr. Ranger has investment experience focusing on the energy and power sector, investment banking experience in the energy and power sector, and experience as a member of a utility banking group. Mr. Ranger’s experience from his investment activities in the energy and power sector and his service on other boards supports the Board in its oversight of the Company’s corporate governance and financial and strategic planning activities.
| Linda S. Sanford
• Corporate Governance and Nominating • Environment, Health and • Finance |
Career Highlights: Ms. Sanford was Senior Vice President Enterprise Transformation, International Business Machines Corporation (IBM), a multinational technology and consulting corporation, from January 2003 to December 2014. Ms. Sanford joined IBM in 1975.
Other Directorships: Ms. Sanford is a Trustee of Con Edison of New York and a Director of Pitney Bowes Inc., RELX NV (formerly Reed Elsevier NV) and RELX PLC (formerly Reed Elsevier PLC). During the past five years, Ms. Sanford served as a Director of ITT Corporation through May 2013. Ms. Sanford is also a Director or Trustee of ION Group and New York Hall of Science. Ms. Sanford also served as a Trustee of St. John’s University through May 2015 and Rensselaer Polytechnic Institute through December 2016.
Attributes and Skills: Ms. Sanford has leadership experience at an international technology company, including experience with information technology, cybersecurity, manufacturing, customer relations, and corporate planning and transformation. Ms. Sanford’s experience from her leadership positions at IBM and her service on other boards supports the Board in its oversight of technology, relationship with stakeholders, and financial and strategic planning activities.
| CONSOLIDATED EDISON, INC. –Proxy Statement | 11 | |
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| ELECTION OF DIRECTORS |
| Deirdre Stanley
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Career Highlights: Mr. Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider of services, facilities management and uniform and career apparel, from 1997 through April 5, 2015 at which time he became the Senior Advisor to the Chief Executive Officer of Aramark. Prior to joining Aramark in 1980, Mr. Sutherland was Vice President in the Corporate Banking Department of Chase Manhattan Bank, New York, NY.
Other Directorships:Director since: Mr.2017
Age: 53
Board Committees:
• Corporate Governance and
Nominating
• Environment, Health and Safety
• Operations Oversight
Career Highlights: Ms. Stanley has been Executive Vice President and General Counsel to Thomson Reuters, a leading source of news and information for professional markets, since 2008 where she also currently serves as Corporate Secretary to the Board of Directors, chairs the Disclosure Committee and oversees the company’s enterprise risk management process and reporting. Ms. Stanley was Senior Vice President and General Counsel to The Thomson Corporation from 2002 to 2008 when it combined with Reuters PLC to form Thomson Reuters. Prior to 2002, Ms. Stanley held various legal and senior executive positions at InterActive Corporation (previously USA Networks, Inc.), and GTE Corporation (a predecessor company to Verizon). She was also an attorney with the law firm of Cravath, Swaine & Moore.
Other Directorships: Ms. Stanley is a Trustee of Con Edison of New York. Ms. Stanley is also Vice Chairman of the Board of Trustees of the Hospital for Special Surgery. During the past five years, Ms. Stanley also served as a Director of the Association of Corporate Counsel.
Attributes and Skills: Ms. Stanley has leadership, legal and operations experience at an international news and information company, including experience with mergers and acquisitions, corporate governance and risk management. Ms. Stanley’s experience from her leadership positions at Thomson Reuters and InterActive Corporation, her legal experience and service on other boards support the Board in its oversight of the Company’s operations, risk management, strategic planning and relationships with stakeholders.
| L. Frederick Sutherland Director since: 2006 Age: 66 Board • Audit • Finance (Chair) • Management Development and Compensation |
Career Highlights: Mr. Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider of services, facilities management and uniform and career apparel, from 1997 through April 2015 and the Senior Advisor to the Chief Executive Officer from April 2015 to December 2015. Prior to joining Aramark in 1980, Mr. Sutherland was Vice President in the Corporate Banking Department of Chase Manhattan Bank, New York, NY.
Other Directorships: Mr. Sutherland is a Trustee of Con Edison of New York and a Director of Colliers International Group Inc. Mr. Sutherland is also a Director or Trustee of Duke University, People’s Light and Theater and Sterling Talent Solutions. Mr. Sutherland is also Chairman of the Board of WHYY, a PBS affiliate.
Attributes and Skills: Mr. Sutherland has leadership experience at an international managed services company, including experience with financial reporting, internal auditing, mergers and acquisitions, financing, risk management, corporate compliance, and corporate planning. Mr. Sutherland also has corporate banking experience. Mr. Sutherland’s experience from his leadership positions at Aramark Corporation and Chase Manhattan Bank supports the Board in its oversight of the Company’s financial reporting, auditing, and strategic planning activities.
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PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
At the Annual Meeting, as a matter of sound corporate governance, stockholders will be asked to ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as independent accountants for the Company for 2015. If the selection of PwC is not ratified, the Audit Committee will take this into consideration in the future selection of independent accountants.
PwC has acted as independent accountants for the Company for many years. The Audit Committee’s charter provides that at least once every five years, the Audit Committee will evaluate whether it is appropriate to rotate the Company’s independent accountants.
The Audit Committee considered the firm’s qualifications. This included a review of PwC’s performance in prior years, as well as PwC’s reputation for integrity and for competence in the fields of accounting and auditing. The Audit Committee also reviewed a report provided by PwC regarding its quality controls, inquiries or investigations by governmental or professional authorities and independence. (See “ Audit Committee Matters” on page 24.)
Representatives of PwC will be present at the Annual Meeting and will be afforded the opportunity to make a statement if they desire to do so and to respond to appropriate questions.
The Board Recommends a Vote FOR Proposal No. 2.
Ratification of Proposal No. 2 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, in person or by proxy. Abstentions and broker non-votes are voted neither “for” nor “against,” and have no effect on the vote.
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PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
The Company values the opinions of its stockholders, and in accordance with Section 14A of the Securities Exchange Act of 1934, the stockholders have the opportunity to approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Compensation Discussion and Analysis (“CD&A”) section, and the related compensation disclosure tables on pages 26 to 55. The Company currently conducts such votes annually. The Board recommends that the stockholders vote to approve, on an advisory basis, the compensation of the Named Executive Officers. In 2014, the Company held an advisory vote to approve the Company’s Named Executive Officer compensation, as set forth in the 2014 proxy statement, and 93.9% of the shares voted were voted “for” the proposal. Following this year’s vote, the next such vote will be at the Company’s 2016 annual meeting of stockholders.
As discussed in the CD&A, the Company’s executive compensation program is designed to assist in attracting and retaining key executives critical to its long-term success, to motivate these executives to create value for its stockholders, and to provide safe, reliable, and efficient service for its customers. The Compensation Committee, with the assistance of its independent compensation consultant, seeks to provide base salary, and performance-based compensation that includes target annual cash incentive compensation, and target long-term equity-based incentive compensation that are competitive with the median level of compensation provided by the Company’s compensation peer group.
The Compensation Committee believes that performance-based compensation should represent the most significant portion of each Named Executive Officer’s target total direct
compensation to motivate strong annual and multi-year Company performance. Additionally, the Compensation Committee believes that most of the performance-based compensation should be in the form of long-term, rather than annual incentives, to emphasize the importance of sustained Company performance. Each year, the Compensation Committee evaluates the level of compensation, the mix of base salary, performance-based compensation and retirement and welfare benefits provided to each Named Executive Officer.
The Compensation Committee chooses performance goals under the annual incentive plan and the long term incentive plan to support the Company’s short- and long-term business plans and strategies. In setting targets for the short- and long-term performance goals, the Compensation Committee considers the Company’s annual and long-term business plans and certain other factors, including pay-for-performance alignment, economic and industry conditions, and the practices of the compensation peer group. The Compensation Committee sets challenging, but achievable, goals for the Company and its executives to drive the achievement of short- and long-term objectives.
For the reasons highlighted above and more fully discussed in the CD&A, the Board recommends that the stockholders vote in favor of the following resolution:
“RESOLVED, That the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby approved.”
The Board Recommends a Vote FOR Proposal No. 3.
Approval of Proposal No. 3 requires the affirmative vote of a majority of the vote cast on the proposal at the Annual Meeting, in person or by proxy. Abstentions and broker non-votes are voted neither “for” nor “against,” and have no effect on the vote.
The Board values the opinions of the Company’s stockholders as expressed through their vote and other communications. Although the vote is on an advisory basis, the Board and its Compensation Committee will consider the voting results when making future compensation decisions for the Named Executive Officers.
| 12 | CONSOLIDATED EDISON, INC. –Proxy Statement | |
| THE BOARD OF DIRECTORS |
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MEETINGS AND BOARD MEMBERS’ ATTENDANCE
The Board of Directors held 15 meetings in 2014. At its meetings the Board considers a wide variety of matters involving such things as the Company’s strategic planning, its financial condition and results of operations, its capital and operating budgets, personnel matters, succession planning, risk management, industry issues, accounting practices and disclosure, and corporate governance practices.
In accordance with the Company’s Corporate Governance Guidelines, the Chair of the Corporate Governance and Nominating Committee (currently Mr. Del Giudice) serves as Lead Director and, as such, chairs the executive sessions of the non-management Directors and the independent Directors. The Company’s independent Directors met twice in executive session and the non-management Directors met ten times in executive session during 2014.
During 2014, each incumbent member of the Board attended more than 75% of the combined meetings of the Board of Directors and the Board Committees on which he or she served held during the period that he or she served.
Directors are expected to attend the Annual Meeting. All of the current Directors attended the 2014 annual meeting of stockholders, except Ms. Sanford who was elected to the Board in January 2015.
CORPORATE GOVERNANCETHE BOARD OF DIRECTORS
The Company’s corporate governance documents, including its Corporate Governance Guidelines, the charters of the Audit, Corporate Governance and Nominating, and Management Development and Compensation Committees, and the Standards of Business Conduct, are available on the Company’s website atwww.conedison.com/investor/governance_documents.asp. The Standards of Business Conduct applies to all Directors, officers and employees. The Company intends to post on its website atwww.conedison.com/investor/governance_documents.asp amendments to its Standards of Business Conduct and a description of any waiver from a provision of the Standards of Business Conduct granted by the Board to any Director or executive officer of the Company within four business days after such amendment or waiver.
As discussed in the Corporate Governance Guidelines, the Board selects the Company’s Chief Executive Officer and Chairman of the Board in the manner that it determines to be in the best interest of the Company’s stockholders. The Company’s leadership structure combines the roles of the chairman and chief executive officer. The Board believes that this leadership structure is appropriate for the Company due to a variety of factors, including Mr. McAvoy’s long-standing knowledge of the Company and the utility industry, and his extensive engineering, financial, and operations experience.
The Board has an independent Lead Director who is the Chair of the Corporate Governance and Nominating Committee. The Corporate Governance Guidelines provide that the Lead Director: (i) acts as a liaison between the independent Directors and the Company’s management; (ii) chairs the executive sessions of non-management and independent Directors and has the authority to call additional executive sessions as appropriate; (iii) chairs Board meetings in the Chairman’s absence; (iv) coordinates with the Chairman on agendas and schedules for Board meetings, information flow to the Board, and other matters pertinent to the Company and the Board; and (v) is available for consultation and communication with major stockholders as appropriate.
The Board consists of a substantial majority of Directors who are independent. (See “The Board of Directors—Board Members’ Independence” on pages 15 to 16.) The Board routinely holds executive sessions at which only non-management Directors are present, and the independent Directors meet in executive session at least once a year. Pursuant to the Company’s Corporate Governance Guidelines, the Board has oversight responsibility for reviewing the Company’s strategic plans, objectives and risks. Each of the standing committees of the Board, other than the Executive Committee, is chaired by non-management Directors. (See “The Board of Directors—Standing Committees of the Board” on pages 16 to 18).
The Board’s primary function is one of oversight. In connection with its oversight function, the Board oversees the Company’s policies and procedures for managing risk. The Board administers its risk oversight function primarily through its Committees which report to the Board. Board Committees have assumed oversight of various risks that have been
MEETINGS AND BOARD MEMBERS’ ATTENDANCE
During 2017, the Board consisted of the following members: Vincent A. Calarco, George Campbell, Jr., Michael J. Del Giudice, Ellen V. Futter, John F. Killian, John McAvoy, William J. Mulrow (effective November 16, 2017), Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley (effective November 16, 2017), and L. Frederick Sutherland. The Board of Directors held nine meetings in 2017. At its meetings, the Board considers a wide variety of matters involving such things as the Company’s strategic planning, its financial condition and results of operations, its capital and operating budgets, personnel matters, succession planning, risk management, industry issues, accounting practices and disclosure, and corporate governance practices.
In accordance with the Company’s Corporate Governance Guidelines, the Chair of the Corporate Governance and Nominating Committee (currently Mr. Ranger who succeeded Mr. Del Giudice following his retirement from the Board on January 18, 2018) serves as independent Lead Director and, as such, chairs the executive sessions of thenon-management Directors and the independent Directors. The Board routinely holds executive sessions at which onlynon-management Directors are present, and the independent Directors meet in executive session at least once a year. The Company’s independent Directors met four times in executive session and thenon-management Directors met eight times in executive session during 2017.
During 2017, each member of the Board attended more than 75% of the combined meetings of the Board of Directors and the Board Committees on which he or she served held during the period that he or she served. Directors are expected to attend the Annual Meeting. All of the Directors attended the 2017 annual meeting of stockholders.
The Company’s corporate governance documents, including its Corporate Governance Guidelines, the charters of the Audit, Corporate Governance and Nominating, and Management Development and Compensation Committees, and the Standards of Business Conduct, are available on the Company’s website atconedison.com/shareholders.The Standards of Business Conduct apply to all Directors, officers and employees. The Company intends to post on its website atconedison.com/shareholders amendments to its Standards of Business Conduct and a description of any waiver from a
provision of the Standards of Business Conduct granted by the Board to any Director or executive officer of the Company within four business days after such amendment or waiver. To date, there have been no such waivers.
The Board consists of a substantial majority of independent Directors. (See “The Board of Directors—Board Members’ Independence” on pages 14 to 15.) As discussed in the Corporate Governance Guidelines, the Board selects the Company’s chief executive officer and chairman of the Board in the manner that it determines to be in the best interest of the Company’s stockholders. The Company’s leadership structure combines the roles of the chairman and chief executive officer. The Board believes that this leadership structure is appropriate for the Company due to a variety of factors, including Mr. McAvoy’s long-standing knowledge of the Company and the utility industry, and his extensive engineering, financial, and operations experience.
The Board has an independent Lead Director who is the Chair of the Corporate Governance and Nominating Committee. The Corporate Governance Guidelines provide that the Lead Director: (i) acts as a liaison between the independent Directors and the Company’s management; (ii) chairs the executive sessions ofnon-management and independent Directors and has the authority to call additional executive sessions as appropriate; (iii) chairs Board meetings in the Chairman’s absence; (iv) coordinates with the Chairman on agendas and schedules for Board meetings, information flow to the Board, and other matters pertinent to the Company and the Board; and (v) is available for consultation and communication with major stockholders as appropriate.
Pursuant to the Company’s Corporate Governance Guidelines, the Board has oversight responsibility for reviewing the Company’s strategic plans, objectives and risks. Each of the standing committees of the Board, other than the Executive Committee, is chaired bynon-management Directors. (See “The Board of Directors—Standing Committees of the Board” on pages 15 to 18).
The Board’s primary function is one of oversight. In connection with its oversight function, the Board oversees the Company’s policies and procedures for managing risk. The Board administers its risk oversight function primarily through its
| CONSOLIDATED EDISON, INC. –Proxy Statement | 13 | |
| THE BOARD OF DIRECTORS |
Committees that report to the Board. Board Committees have assumed oversight of various risks that have been identified through the Company’s enterprise risk management program. The Audit Committee reviews the Company’s risk assessment and risk management policies and reports to the Board on the Company’s risk management program. Management regularly provides reports to the Board and its Committees concerning risks identified through the Company’s enterprise risk management program.
The Company developed and implemented a proxy access framework that allows a stockholder or a group of up to 20 stockholders who have owned at least three percent (3%) of the outstanding shares of the Company for at least three years to submit nominees for up to twenty percent (20%) of the Board, or two nominees, whichever is greater, for inclusion in the Company’s Proxy Statement and form of proxy, subject to complying with the requirements identified in the Company’sBy-laws.
RELATED PERSON TRANSACTIONS AND POLICY
The Company has adopted a written policy for approval of transactions between the Company and its Directors, Director nominees, executive officers, greater-than-five-percent (5%) beneficial owners, and their respective immediate family members, where the amount involved in the transaction since the beginning of the Company’s last completed fiscal year exceeds or is expected to exceed $100,000.
The policy provides that the Corporate Governance and Nominating Committee review certain transactions subject to the policy and determine whether or not to approve or ratify those transactions. In doing so, the Corporate Governance and Nominating Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In addition, the Board has delegated authority to the Chair of the Corporate Governance and Nominating Committee topre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1.0 million. A summary of any new transactionspre-approved by the Chair is provided to the full Corporate Governance and Nominating Committee for its review in connection with a regularly scheduled committee meeting.
The Corporate Governance and Nominating Committee has considered and adopted standingpre-approvals under the policy for limited transactions with related persons.Pre-approved transactions include:
| (i) |
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identified through the Company’s enterprise risk management program. The Audit Committee reviews the Company’s risk assessment and risk management policies and the Audit Committee reports to the Board on the Company’s risk management program. Management regularly provides reports to the Board and its Committees concerning risks identified through the Company’s enterprise risk management program.
RELATED PERSON TRANSACTIONS AND POLICY
The Company has adopted a written policy for approval of transactions between the Company and its Directors, Director nominees, executive officers, greater-than-five percent (5%) beneficial owners, and their respective immediate family members, where the amount involved in the transaction since the beginning of the Company’s last completed fiscal year exceeds or is expected to exceed $100,000.
The policy provides that the Corporate Governance and Nominating Committee reviews certain transactions subject to the policy and determines whether or not to approve or ratify those transactions. In doing so, the Corporate Governance and Nominating Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In addition, the Board has delegated authority to the Chair of the Corporate Governance and Nominating Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1.0 million. A summary of any new transactions pre-approved by the Chair will be provided to the full Corporate Governance and Nominating Committee for its review in connection with a regularly scheduled committee meeting.
The Corporate Governance and Nominating Committee has considered and adopted standing pre-approvals under the policy for limited transactions with related persons. Pre-approved transactions include:
business transactions with other companies at which a related person’s only relationship is as an employee (other than an executive officer), if the amount of business falls below the thresholds in the New York Stock Exchange’s listing standards and the Company’s Director independence standards; and
| (ii) | contributions tonon-profit organizations at which a related person’s only relationship is as an employee (other than an executive officer) if the aggregate amount involved is less
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In 2017, Ellen V. Futter’s brother received approximately $145,000 for providing legal services to Con Edison of New York and is providing legal services in 2018. The provision of these services by Ms. Futter’s brother was approved by the Committee.
The Company’s Corporate Governance Guidelines provide that the Board of Directors consist of a substantial majority of Directors who meet the New York Stock Exchange definition of independence, as determined by the Board in accordance with the standards described in the Guidelines below. The Board of Directors has affirmatively determined that the following Directors are “independent” as defined in the New York Stock Exchange’s listing standards: Vincent A. Calarco, George Campbell, Jr., Michael J. Del Giudice (until his retirement on January 18, 2018), John F. Killian, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, and L. Frederick Sutherland. The Board monitors the independence of its members on an ongoing basis using standards set forth in the Company’s Corporate Governance Guidelines.
To assist it in making determinations of Director independence, the Board has adopted independence standards, which are set forth in its Corporate Governance Guidelines, available on the Company’s website atconedison.com/shareholders. Under these standards, the Board has determined that each of the following relationships is categorically immaterial and therefore, by itself, does not preclude a Director from being independent:
| (i) | (a) the Director has an immediate family member who is a current employee of the Company’s internal or external auditor, but the immediate family member does not |
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| THE BOARD OF DIRECTORS |
| personally work on the Company’s |
| (ii) | the Director or an immediate family member is, or has been within the last three years, employed at another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee, but the Director or the Director’s immediate family member is not an executive officer of the other company and his or her compensation is not determined or reviewed by that company’s compensation committee; |
| (iii) | the Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in any of the last three fiscal years, but the total payments in each year were less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater; |
| (iv) | the Director is a partner or the owner of five percent (5%) or more of the voting stock of another company that has made payments to, or received payments from, the Company for property or services in any of the last three fiscal years, but the total payments in each year were less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater; |
| (v) | the Director is a partner, the owner of five percent (5%) or more of the voting stock or an executive officer of another company which is indebted to the Company, or to which the Company is indebted, but the total amount of the indebtedness in each of the
STANDING COMMITTEES OF THE BOARD Audit Committee The Audit Committee, currently Vincent A. Calarco, Chair, John F. Killian, Michael W. Ranger, and L. Frederick Sutherland, is composed of The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent accountants for the Company. The Audit Committee reviews the proposed auditing andnon-audit fees and approves in advance the proposed auditing andnon-audit services associated with the Company’s retention of the independent accountants. Every five years the Audit Committee evaluates whether it is appropriate to rotate the Company’s independent accountants and, in conjunction with mandatory rotation of the lead engagement partner, the Audit Committee is directly involved in selecting the lead engagement partner of the independent accountants. The Audit Committee meets with the Company’s management, including Con Edison of New York’s General Auditor, the General Counsel, and the Company’s independent accountants, several times a year to discuss internal controls and accounting matters, the Company’s financial statements, filings with the Securities and Exchange Commission, earnings press releases and the scope and results of the auditing programs of the independent accountants and of Con Edison of New York’s internal auditing department. The Audit Committee also oversees the Company’s risk assessment and risk management policies, and the Company’s management of risks, relating to its duties and responsibilities that have been identified through the Company’s enterprise risk management program. Each member of the Audit Committee is “independent” as defined in the New York Stock Exchange’s listing
Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee, currently Michael W. Ranger, Chair (effective January 18, 2018), Vincent A. Calarco, George Campbell, Jr., John F. Killian, Linda S. Sanford, and Deirdre Stanley (effective November 16, 2017), is composed of
The Corporate Governance and Nominating Committee has the authority under its charter to hire advisors to assist it in its decisions. The Corporate Governance and Nominating Committee potential conflicts of interest and provides its results to the Committee. The Corporate Governance and Nominating Committee also considers candidates recommended by stockholders. There are no differences in the manner in which the Corporate Governance and Nominating Committee will evaluate candidates recommended by stockholders. The Corporate Governance and Nominating Committee will make an initial determination as to whether a particular candidate meets the Company’s criteria for Board membership, and will then further consider candidates that do. Stockholder recommendations for candidates, accompanied by biographical material for evaluation, may be sent to the Vice President and Corporate Secretary of the Company. Each recommendation should include information as to the qualifications of the candidate and should be accompanied by a written statement (presented to the Vice President and Corporate Secretary of the Company) from the suggested candidate to the effect that the candidate is willing to serve. The Corporate Governance and Nominating Committee has also retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to provide information, analyses, and objective advice regarding director compensation. The Corporate Governance and Nominating Committee directs Mercer to: (i) assist it by providing competitive market information on the design of the director compensation program, (ii) advise it on the design of the director compensation program and also provide advice on the administration of the program, and (iii) brief it on director compensation trends among the Company’s compensation peer group and broader industry. The Board members, including the chief executive officer, consider the recommendations of the Corporate Governance and Nominating Committee. The decisions may reflect factors and considerations in addition to the information and advice provided by Mercer. All of the members of the Corporate Governance and Nominating Committee are “independent” as defined in the New York Stock Exchange’s listing standards. The Corporate Governance and Nominating Committee held Environment, Health and Safety Committee The Environment, Health and Safety Committee, currently Ellen V. Futter, Chair, William J. Mulrow (effective November 16, 2017), Armando J. Olivera, Linda S. Sanford, and Deirdre Stanley (effective November 16, 2017), is composed of fivenon-management The Environment, Health and
other environment, health, safety, and sustainability matters as it fromtime-to-time deems appropriate. The Environment, Health and Safety Committee also reviews significant issues identified by management relating to the Company’s environment, health and safety programs and its compliance with environment, health and safety laws and regulations, and makes such other reviews and recommends to the Board such other actions as it may deem necessary or desirable to help promote sound planning by the Company with due regard to the protection of the environment, health and safety. Additionally, the Environment, Health and Safety Committee oversees the Company’s management of risks, relating to its duties and responsibilities that have been identified through the Company’s enterprise risk management program. The Environment, Health and Safety Committee held Executive Committee The Executive Committee, Finance Committee The Finance Committee, currently L. Frederick Sutherland, Chair, William J. Mulrow (effective November 16, 2017), Armando J. Olivera, Michael W. Ranger, and Linda S. Sanford, is composed of five
Management Development and Compensation Committee The Management Development and Compensation Committee (the “Compensation Committee”), currently George Campbell, Jr., Chair, Vincent A. Calarco, John F. Killian, William J. Mulrow (effective November 16, 2017), Michael W. Ranger (effective January 18, 2018), and L. Frederick Sutherland, is composed of The Compensation Committee has the authority, under its charter, to engage the services of outside advisors, experts, and others to assist it. The Compensation Committee engages Mercer to provide information, analyses, and objective advice regarding executive compensation. The Compensation Committee directs Mercer to: (i) assist it in the development and assessment of the compensation peer group for the purposes of providing competitive market information for the design of the executive compensation program, (ii) compare the Company’s chief executive officer’s base salary, annual incentive and long-term incentive compensation to that of the chief executive officers of the identified compensation peer group and broader industry, (iii) advise it on the officers’ base salaries and target award levels within the annual and long-term incentive plans, (iv) advise it on the design of the Company’s annual and long-term incentive plans and For a discussion of the role of the Compensation Committee and information about the Company’s processes and procedures for the consideration and determination of executive compensation, see the
In addition, the Compensation Committee also reviews and makes recommendations as necessary to provide for orderly succession and transition in the senior management of the Company and receives reports and makes recommendations with respect to minority and female recruitment, employment and promotion. The Compensation Committee also oversees and makes recommendations to the Board with respect to compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”), and reviews and makes recommendations with respect to benefit plans and plan amendments, the selection of plan trustees and the funding policy and contributions to the funded plans, and reviews the performance of the funded plans. Each of the members of the Compensation Committee is Operations Oversight Committee The Operations Oversight Committee, currently Armando J. Olivera, Chair (effective January 18, 2018), George Campbell, Jr., Ellen V. Futter, and Deirdre Stanley (effective November 16, 2017), is composed of
COMPENSATION CONSULTANT DISCLOSURE The Compensation Committee has retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to assist During The Compensation Committee considered the independence of Mercer under the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. The Compensation Committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer) did not raise any conflicts of interest and did not impair Mercer’s ability to provide independent advice to the Compensation Committee concerning executive or director compensation matters. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
COMMUNICATIONS WITH THE BOARD OF DIRECTORS Interested parties may communicate directly with the members of the Company’s Board of Directors, including thenon-management Directors as a group, by writing to them, care of the Company’s Vice President and Corporate Secretary, at the Company’s principal executive
The Corporate Governance and Nominating Committeebi-annually reviews director compensation. The Corporate Governance and Nominating Committee considers information, analyses, and objective advice regarding director compensation provided by Mercer. Director compensation is assessed relative to the Company’s compensation peer group, general industry trends, and the total cost of governance. The Board reviews the recommendations of the Corporate Governance and Nominating Committee when determining whether changes, if any, will be made. To better align with market practices, in 2018, Committee member meeting fees are being eliminated and stock ownership guidelines are being increased. Eliminating meeting fees is consistent with a trend in the decline of their use as companies focus on compensating Directors for their expertise more than their time. Certain retainers and the value of the annual equity award are being increased to replace the Committee member meeting fees. Compensation for individual Directors will continue to approximate the median of compensation for Directors in similar positions at the compensation peer group.
Footnotes:
In No person who served on both the Company Board and on the Board of its subsidiary, Con Edison of New York, and corresponding Committees, was paid additional compensation for concurrent service. The Company has stock ownership guidelines fornon-employee Directors
Non-employee Directors participate in the Company’s long term incentive plan. Pursuant to the long term incentive plan, eachnon-employee Director then serving was allocated an annual equity award of Settlement of the
service from the Board of Directors. Eachnon-employee Director may elect to receive some or all of his or her Eachnon-employee Director may also elect to defer all or a portion of his or her Dividend equivalents are payable on All payments on account of deferred stock units will be made in shares of Company Common Stock. The long term incentive plan provides that cash compensation deferred into stock units, Directors are eligible to participate in the stock purchase plan, which is described in Note M to the financial statements in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31,
The following table sets forth the compensation for the members of the Company’s Board of Directors for the fiscal year ended December 31,
Footnotes:
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table provides, as of February 28,
Footnotes:
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table provides information, as of December 31,
Footnotes:
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Directors and executive officers of the Company to file reports of ownership and changes in ownership of the equity securities of the Company and its subsidiaries with the Securities and Exchange Commission and to furnish copies of these reports to the Company, within specified time limits. Based upon its review of the reports furnished to the Company for
PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS At the Annual Meeting, as a matter of sound corporate governance, stockholders will be asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as independent accountants for PwC has acted as independent accountants for the Company for many years. The Audit Committee considered PwC’s qualifications in integrity and for competence in the fields of accounting and auditing. The Audit Committee also reviewed a report provided by PwC regarding its quality controls, inquiries or investigations by governmental or professional authorities and independence. (See “Audit Committee Matters” on page 24.) Based on this review, the Audit Committee believes that the appointment of PwC as independent accountants for the Company for 2018 is in the best interests of the Company and its stockholders. Representatives of PwC will be present at the Annual Meeting and will be afforded the opportunity to make a statement if they desire to do so and to respond to appropriate questions. The Board Recommends a Vote FOR Proposal No. 2. Ratification of Proposal No. 2 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, in person or by proxy. Abstentions are voted neither “for” nor “against,” and have no effect on the vote. Brokernon-votes are voted “for” the proposal.
The Company’s Audit Committee The Audit Committee has reviewed and discussed with management the audited financial statements of the Company for the year ended December 31, The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with PwC its independence and qualifications. Based on the Audit Committee’s review and discussions, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, Audit Committee: Vincent A. Calarco (Chair)
John F. Killian Michael W. Ranger L. Frederick Sutherland FEES PAID TO PRICEWATERHOUSECOOPERS LLP Fees paid or payable to PwC for services related to
Footnote:
The Audit Committee, or as delegated by the Audit Committee, the Chair of the Committee, approves in advance each auditing service andnon-audit service permitted by applicable laws and regulations, including tax services, to be provided to the Company and its subsidiaries by its independent accountants.
PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION The Company values the opinions of its stockholders, and in accordance with Section 14A of the Securities Exchange Act of 1934, the stockholders have the opportunity to approve, on an advisory basis, the compensation of the Named Executive Officers (commonly referred to as a “say on pay” vote) as disclosed in the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement, the related compensation disclosure tables, and the narrative discussion that accompanies the compensation disclosure tables on pages 26 to 57. The Company currently conducts such votes annually. The Board recommends that the stockholders vote to approve, on an advisory basis, the compensation of the Named Executive Officers. In 2017, the Company held a say on pay vote and 93.5% of the shares voted were voted “for” the proposal. Following this year’s say on pay vote, the next such vote will be at the Company’s 2019 annual meeting of stockholders. As discussed in the CD&A, the Company’s executive compensation program is designed to assist in attracting and retaining key executives critical to its long-term success, to motivate these executives to create value for its stockholders, and to provide safe, reliable, and efficient service for its customers. The Management Development and Compensation Committee (the “Compensation Committee”), with the assistance of its independent compensation consultant, seeks to provide base salary and performance-based compensation, including target annual cash incentive compensation and target long-term equity-based incentive compensation, that are competitive with the median level of compensation provided by the Company’s compensation peer group to effectively link pay with performance. The Compensation Committee believes that performance-based compensation should represent the most significant portion of each Named Executive Officer’s target total direct compensation and that most of the The Compensation Committee chooses performance goals under the annual incentive plan and the long term incentive plan to support the Company’s short- and long-term business plans and strategies. In setting targets for the short- and long-term performance goals, the Compensation Committee considers the Company’s annual and long-term business plans and certain other factors, includingpay-for-performance alignment, economic and industry conditions, and the practices of the compensation peer group. The Compensation Committee sets challenging, but achievable, goals for the Company For the reasons indicated and more fully discussed in the CD&A, the Board recommends that the stockholders vote in favor of the following advisory resolution: “RESOLVED, That the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, The Board Recommends a Vote FOR Proposal No. 3. Approval of Proposal No. 3 requires the affirmative vote of a majority of the As an advisory vote, Proposal No. 3 is not binding on the Company, the Board,
This section of the Proxy Statement provides
John McAvoy, Chairman, President and Chief Executive Officer
Robert Hoglund, Senior Vice President and Chief Financial Officer
Craig Ivey, President, Con Edison of New York,
Elizabeth D. Moore, Senior Vice President and General Counsel Timothy P. Cawley, President and Chief Executive Officer, Orange & Rockland through November 30, 2017 (President of Con Edison of New York effective January 1, 2018) The Company’s executive compensation program is designed to assist in attracting and retaining key executives critical to its long-term success, to motivate these executives to create value for its stockholders, and to
consultant, seeks to align pay to performance and provide base salary and performance-based compensation, including target annual cash incentive compensation and target long-term equity-based incentive compensation that are competitive with the median level of compensation provided by the Company’s compensation peer group companies. (See “Executive Compensation Philosophy and Objectives—Competitive Positioning—Attraction and Retention” on page 28 and “Executive Compensation Actions—Compensation Peer Group” on page 32.) The Compensation Committee believes that performance-based compensation should represent the most significant portion of each Named Executive Officer’s target total direct compensation to motivate strong annual and multi-year Company performance. Additionally, the Compensation Committee believes that most of the performance-based compensation should be in the form of long-term, rather than annual, incentives to emphasize the importance of sustained Company performance. Key Features of the Executive Compensation Program
Key Compensation Governance The Company is committed to maintaining strong compensation governance practices to support thepay-for-performance philosophy of the executive compensation program and align the executive compensation program with the long-term interests of the Company’s stockholders:
The Company proactively engages with stockholders and accepts invitations to discuss matters of interest to them. Throughout the year, the Company discussed numerous issues with stockholders including, disclosure practices, corporate governance, political spending and lobbying practices, and environmental, health, and safety matters. The Company shares with the Board the feedback it receives from institutional investors and stockholders. The Company’s engagement with institutional investors resulted in the Board’s adoption of proxy access, which enables certain stockholders of the Company to include their own director nominees in the Company’s Proxy Statement and form of proxy along with candidates nominated by the Board if the stockholders and the nominees proposed by the stockholders meet the requirements set forth in the Company’sBy-laws. In In addition, in 2017, the Company held a stockholder vote on the frequency of future say on pay votes. Consistent with the recommendation of the Board, 85% of shares voted were voted in favor of holding annual say on pay votes. The Company
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES The Compensation Committee’s philosophy and objectives governing the development and implementation of the executive compensation program are to provide competitive, performance-based compensation. There are no material differences in the Company’s compensation policies for each Named Executive Officer. Competitive Positioning—Attraction and Retention The executive compensation program is designed to attract and retain key executives critical to the Company’s long-term success. The Compensation Committee seeks to align pay to performance and provide base salary, target annual cash
In
Footnotes:
(See “Executive Compensation Actions—Compensation Peer Group” on page 32.)
The executive compensation program is designed to motivate the Company’s The Compensation Committee believes that fixed compensation should recognize each Named Executive Officer’s individual responsibility and performance. The Compensation Committee believes that performance-based compensation should represent the most significant portion of each Named Executive Officer’s target total direct compensation
salary paid to each
The following charts illustrate the average mix of target total direct compensation for Mr. McAvoy and for chief executive officers in the Company’s compensation peer group companies for
The following charts illustrate the average mix of target total direct compensation for the Company’s other Named Executive Officers and other named executive officers in the Company’s compensation peer group companies for
The following charts illustrate that all Named Executive Officer long-term incentive compensation is proxy statements filed in
The Compensation Committee chooses performance goals under the annual incentive and ROLE OF The role of the Compensation Committee is to establish and oversee the Company’s executive compensation and retirement and welfare benefit plans and policies, administer its equity plans and annual incentive plan and review and approve annually all compensation relating to the Named Executive Officers. All of the decisions with respect to determining the amount or form of compensation of the Named Executive Officers under the executive compensation program are made by the Compensation The role of the Company’s other Named Executive
Individual performance;
The Company’s Human Resources department also supports the Compensation Committee in its work. Compensation Consultant’s Role The Compensation Committee has the authority under its charter to hire advisors to assist it in its compensation decisions. It has retained Mercer as its independent compensation consultant to provide information, analyses, and objective advice regarding executive compensation. The Compensation Committee periodically meets with Mercer in executive session to discuss compensation matters. The Compensation Committee’s decisions reflect factors and considerations in addition to the information and advice provided by Mercer. A discussion of Mercer’s role as the Compensation Committee’s independent compensation consultant is set forth in the section titled “The Board of Directors—Standing Committees of the
EXECUTIVE COMPENSATION ACTIONS For For
Footnote:
For
A portion of each Named Executive Officer’s annual cash compensation is paid in the form of base salary. Base salary is reviewed annually to recognize individual performance, as well as at the time of a promotion or other change in responsibilities. In setting base salary for the Named Executive Officers, including the
Recommendations from the
A general assessment of each Named Executive Officer’s performance of his or her responsibilities; and
The level of base salary compared to key executives holding equivalent positions in the Company’s compensation peer
Effective February 1, A significant portion of the annual cash incentive compensation paid to the Named Executive Officers directly relates to the Company’s financial and operating performance, factors that the Compensation Committee believes influence stockholder value.
Individual performance is considered in setting annual cash incentive compensation through the establishment by the Compensation Committee of financial and operating objectives for which the Named Executive Officers have individual and collective responsibility. For
Recommendations from the
A general assessment of each Named Executive Officer’s performance of his or her
The range of awards included threshold, target and maximum levels reflecting differing levels of achievement of the various financial and operating objectives. Awards are scaled to reflect relative levels of achievement of the objectives between the threshold, target and maximum levels. The range of each Named Executive Officer’s potential award is set forth in the Grants of Plan-Based Awards Table on page downward) the annual incentive award to be paid to each Named Executive Officer. Awards under the annual incentive plan are calculated as follows: Base Salary X Target Percentage X Weighting Earned
“Target Percentage” is a percentage of Base Salary that varies based on the Named Executive Officer’s position as follows:
“Weighting Earned” is the sum of the weightings earned for the following components: adjusted net income, other financial The financial objectives under the annual incentive plan The “adjusted net income” component, reflecting the financial results of the Company’s business for which its Named Executive Officers are responsible and accounting for 50% of each Named Executive Officer’s potential annual incentive award, as shown on the “Executive Compensation Actions—Annual Incentive Compensation—Achievement of
Financial and Operating Objectives” table on page
For
Footnote:
If actual adjusted net income for The weightings earned for the 50% “adjusted net income” component were determined based
The “other financial performance” component, reflecting the Company’s business for which its Named Executive Con Edison of New York’s “other financial performance” component is allocated 10% for capital budget performance and up to The target budgets and actual expenditures for
The weightings earned for Con Edison of New York’s and Orange & Rockland’s “other financial performance” component were determined based
Footnote:
Footnote:
Footnote:
The “operating objectives” component, reflecting the responsibilities of the Named Executive Officer and accounting for Con Edison of New York’s and Orange & Rockland’s operating objectives for
Footnote:
The weightings earned for Con Edison of New York’s “operating objectives” component were determined based
Footnote:
Footnote:
The weightings earned for Orange & Rockland’s “operating objectives” component were determined based on the following scales:
Footnote:
Achievement of The following table shows, for each Named Executive Officer, the target weightings assigned to the financial and operating objectives and the weightings earned based on
In February The following table shows the calculation of the
Long-Term Incentive Compensation Named Executive Officers are eligible to receive equity-based awards under the Company’s long term incentive plan. The Compensation Committee determines the target long-term incentive award value for each Named Executive Officer based on various factors, including:
Performance-Based Equity Awards It is the Compensation Committee’s practice in the first quarter of each year to approve performance-based equity awards under the long term incentive plan for the Company’s Named Executive Officers. The Compensation Committee’s use of performance-based equity awards is intended to further reinforce the alignment of Named Executive Officer pay opportunities with stockholders by directly linking pay to the achievement of strong, sustainedlong-term financial and operating performance. The performance units
The number of performance units awarded to the Named Executive Officers in on page Award X 30% X Adjusted EPS Percentage plus Award X 20% X Operating Objectives Percentage plus Award X 50% X Shareholder Return Percentage “Award” is the annual award of performance units under the long term incentive plan. The target award of performance units is a percentage of base salary that varies based on each Named Executive Officer’s position as follows:
“Adjusted EPS Percentage” is the payout relative to target over the performance period beginning January 1,
“Operating Objectives Percentage” is the payout relative to target over the performance period beginning January 1,
Footnotes:
“Shareholder Return Percentage” is the payout relative to target based on the cumulative change in Company total shareholder return over the performance period beginning January 1, compensation peer group as constituted on the date the performance unit awards are granted. If a company ceases to be publicly traded before the end of the performance period, that company’s total shareholder returns will not be used to calculate the total shareholder return portion of the performance unit awards. The Compensation Committee believes that total shareholder return is a performance goal that aligns executive compensation with the creation of stockholder value. The level of performance units will be earned as follows:
Footnote:
The actual payout of the performance unit awards to the Named Executive Officers for the
The Compensation Committee may exercise negative discretion to adjust the actual performance unit awards to be paid to a Named Executive Officer.
Calculation of Payout of Following the end of the relevant performance period for each outstanding performance For the
Award X plus Award X 20% X Operating Objectives Percentage plus Award X 50% X “Award” was the annual award of performance
“Adjusted EPS Percentage” was the payout relative to target over the performance period that began January 1, 2015 and ended December 31, 2017 based on attainment of the Company’s three-year cumulative Adjusted EPS performance goal, set forth in the following table, that was established in the first quarter of 2015.
Footnotes:
“Operating Objectives Percentage” was the payout relative to target over the performance period that began January 1, 2015 and ended December 31, 2017 based on the attainment of the Company’s operating performance goals, set forth in the following table.
Footnotes:
“Shareholder Return Percentage” was the constituted on the date the performance units were granted in 2015. In the event that the companies that made up the compensation peer group changed during the performance period, the Compensation Committee used the compensation peer group as constituted on the date the performance The level of performance
Footnote:
The Compensation Committee did not exercise negative discretion to adjust the actual performance unit awards to be paid to a Named Executive Officer.
The following table shows, for each Named Executive Officer, the calculation of the payout with respect to the performance
The Company provides employees with a range of retirement and welfare benefits that reflects the competitive practices of the utility industry. These benefits assist the Company in attracting, retaining and motivating employees critical to its long-term success. Named Executive Officers are eligible for benefits under the following Company plans:
Tax-qualified retirement plan and its relatednon-qualified supplemental retirement income plan (collectively, the “retirement plans”);
Tax-qualified savings plan and its relatednon-qualified deferred income plan;
Stock purchase plan; and
Health and welfare plans. The Company maintains atax-qualified retirement plan that covers substantially all of the Company’s employees. All management employees, including Named Executive Officers, whose benefits under the plan are limited by the Internal Revenue Code, are eligible to participate in anon-qualified supplemental retirement income plan. The retirement plans and the estimated retirement benefits payable to the Named Executive Officers (determined on a present value basis) are described in the Pension Benefits Table and the narrative to the Pension Benefits Table on pages the retirement plans As required by Securities and Exchange Commission rules, the “Change in Pension Value andNon-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table on page The change in the actuarial present value of an accumulated pension benefit is subject to many external variables, including fluctuations in interest rates and changes in actuarial assumptions, and does not represent actual compensation paid to the Named Executive Officers in
is used to determine a participant’s pension benefit. The “final average salary” includes a participant’s highest average salary for the 48 consecutive months within the 120 consecutive months prior to retirement. The Company maintains atax-qualified savings plan that covers substantially all of the Company’s employees. All management employees, including the Named Executive Officers, whose benefits under the plan are limited by the Internal Revenue Code, are eligible to participate in a deferred income plan, anon-qualified deferred compensation plan. Named Executive Officers may defer a portion of their salary into the deferred income plan. The deferred income plan is described in the narrative to theNon-Qualified Deferred Compensation Table on page
Employees who participate in the savings plan, including the Named Executive Officers, may contribute up to 50% of their compensation on abefore-tax basis and/or anafter-tax basis, into their savings plan accounts. For participating employees whose retirement plan benefit is based on the final average salary formula, including Messrs. McAvoy and Pursuant to the Internal Revenue Code, effective for The stock purchase plan covers substantially all of the Company’s employees, including the Named Executive Officers, and provides the opportunity to purchase shares of Company Common Stock. The stock purchase plan is described in Note Active employee benefits, such as medical, prescription drug, dental, vision, life insurance and disability coverage, are available to substantially all employees, including the Named Executive Officers, through the Company’s health and welfare benefits plans. Employees contribute toward the cost of the health plans by paying a portion of the premium costs on apre-tax basis. Employees may purchase additional life insurance and disability coverage on anafter-tax basis. Officers, including the Named Executive Officers, may purchase supplemental health benefits on anafter-tax basis with the option to continue their participation following retirement. The Company also provides all employees with paidtime-off benefits, such as vacation and sick leave. Perquisites and Personal Benefits The Company provides certain officers, including the Named Executive Officers, with limited, specific perquisites that are competitive with industry practices. The Compensation Committee reviews the level of perquisites and personal benefits annually. The Company provides the following perquisites, the costs of which, if used by a Named Executive Officer in
Supplemental health insurance;
Reimbursement for reasonable costs of financial planning; and
A company vehicle and, in the case of the
Severance and Change of Control Benefits The Company provides for the payment of severance benefits upon certain types of employment terminations. Providing severance and change of control benefits assists the Company in attracting and retaining executive talent and reduces the personal uncertainty that executives are likely to feel when considering a corporate transaction. These arrangements also provide valuable retention incentives that focus executives on completing such transactions, thus, enhancing long-term stockholder value. The compensation under the various circumstances that trigger payments or provision of benefits upon termination or a change of control was chosen to be broadly consistent with prevailing competitive practices. Officers of the Company, including the Named Executive Officers, are provided benefits under the officers’ severance program. The severance benefits payable to each Named Executive Officer are described in footnotes
The Company has
Officers of the Company subject to the guidelines The officers covered by the guidelines are expected to retain for at least one year a minimum of 25% of the net shares acquired upon exercise of stock options and 25% of the net shares acquired pursuant to vested restricted stock and restricted stock unit grants until their holdings of common stock equal or exceed their applicable ownership guidelines. For purposes of the guidelines:
“Stock ownership” includes the value of the officers’ individually-owned shares, the value of vested restricted
Theone-year period is measured from the date the stock options are exercised or the restricted stock or restricted stock units vest, as applicable.
“Net shares” means the shares remaining after sale of shares necessary to pay the related tax liability and, if applicable, exercise price. To encourage a long-term commitment to the Company’s sustained performance, the Company’s policies prohibit all directors, officers, including the Named Executive Officers, financial personnel, and certain other individuals from shorting, hedging, and pledging Company securities or holding Company securities in a margin account. In 2010, the Company adopted a Recoupment
Section 162(m) of the Internal Revenue Code Named Executive Officers in a manner intended to promote varying corporate goals, recognizing that certain amounts paid to Named Executive Officers in excess of $1 million may not be deductible under Section 162(m). Accordingly, while the
The following table sets forth certain information with respect to the compensation for the Named Executive
Footnotes:
The value of the items in the table are based on the aggregate incremental cost, which except for the Company provided vehicle, is the actual cost to the Company. The cost of the Company provided vehicle was determined based on the personal use of the vehicle as a percentage of total usage compared to the lease value of the vehicle. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. McAvoy | Mr. Hoglund | Mr. Ivey | Mr. Longhi | Ms. Moore | ||||||||||||||||
Personal use of company provided vehicle | $ | 2,088 | $ | 888 | $ | 425 | $ | 7,869 | $ | 4,916 | ||||||||||
Driver costs | $ | 1,737 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Financial planning | $ | 14,650 | $ | 10,800 | $ | 10,800 | $ | 10,800 | $ | 10,800 | ||||||||||
Supplemental health insurance | $ | 1,705 | $ | 1,705 | $ | 1,705 | $ | 1,705 | $ | 501 | ||||||||||
Company matching contributions to the savings plan | $ | 7,800 | $ | 15,600 | $ | 15,600 | $ | 7,800 | $ | 11,957 | ||||||||||
Supplemental plan | $ | 26,400 | $ | 25,185 | $ | 29,283 | $ | 8,076 | $ | 18,781 | ||||||||||
Total | $ | 54,380 | $ | 54,178 | $ | 57,813 | $ | 36,250 | $ | 46,955 | ||||||||||
| (5) | As per the applicable Securities and Exchange Commission (SEC) rules, represents, for each Named Executive Officer, the total of amounts shown for the Named Executive Officer in all other columns of the table. |
| (6) | To show the effect that the year-over-year change in pension value had on total compensation, this column is included to show total compensation minus the change in pension value. The amounts reported in the “Securities and Exchange Commission Total Without Change in Pension Value” column may differ substantially from the amounts reported in the “Securities and Exchange Commission Total” column required under SEC rules and are not a substitute for total compensation. The “Securities and Exchange Commission Total Without Change in Pension Value” column represents total compensation, as required under applicable SEC rules, minus the change in pension value reported in the “Change in Pension Value andNon-Qualified Deferred Compensation Earnings” column. See “Retirement and |
| (7) |
| (8) | Mr. Cawley was President and |
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| GRANTS OF PLAN-BASED AWARDS TABLE |
GRANTS OF PLAN-BASED AWARDS TABLE
|
The following table sets forth certain information with respect to the grant of equity plan awards andnon-equity incentive plan awards awarded to the Named Executive Officers for the fiscal year ended December 31, 2014.2017.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | Grant Stock | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | Grant Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name & Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||
John McAvoy Chairman, President and | 2/1/2014 | $ | 142,500 | $ | 1,140,000 | $ | 2,280,00 | 8,370 | 83,700 | 159,030 | $ | 3,055,887 | 2/1/2017 | $ | 196,875 | $ | 1,575,000 | $ | 3,071,250 | 1,958 | 78,300 | 148,770 | $ | 5,507,622 | ||||||||||||||||||||||||||||||||||||||||
Robert Hoglund Senior Vice President and | 2/1/2014 | $ | 42,600 | $ | 340,800 | $ | 681,600 | 2,600 | 26,000 | 49,400 | $ | 949,260 | 2/1/2017 | $ | 46,550 | $ | 372,400 | $ | 726,180 | 513 | 20,500 | 38,950 | $ | 1,441,970 | ||||||||||||||||||||||||||||||||||||||||
Craig Ivey President, Con Edison of | 2/1/2014 | $ | 75,200 | $ | 601,300 | $ | 1,202,600 | 3,500 | 35,000 | 66,500 | $ | 1,277,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
William Longhi President, Shared Services, | 2/1/2014 | $ | 53,200 | $ | 425,400 | $ | 850,800 | 2,000 | 20,000 | 38,000 | $ | 730,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig Ivey(4) President, Con Edison of | 2/1/2017 | $ | 82,125 | $ | 657,000 | $ | 1,281,150 | 708 | 28,300 | 53,770 | $ | 1,990,622 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Elizabeth D. Moore Senior Vice President and | 2/1/2014 | $ | 35,900 | $ | 287,300 | $ | 574,600 | 1,600 | 16,000 | 30,400 | $ | 584,160 | 2/1/2017 | $ | 39,238 | $ | 313,900 | $ | 612,105 | 325 | 13,000 | 24,700 | $ | 914,420 | ||||||||||||||||||||||||||||||||||||||||
Timothy P. Cawley(5) President and Chief Executive Officer, Orange & Rockland | 2/1/2017 | $ | 42,200 | $ | 337,600 | $ | 675,200 | 290 | 11,600 | 22,040 | $ | 815,944 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Footnotes:
| (1) | Represents annual cash incentive award opportunity awarded under the Company’s annual incentive plan. (See “Executive Compensation Actions—Annual Incentive Compensation” beginning on page |
| (2) | Represents grants of performance units for the |
| (3) | The “Grant Date Fair Value of Stock Awards” column reflects the grant date fair value of the performance units for the |
| (4) | Mr. Ivey retired effective December 31, 2017. |
| (5) | Mr. Cawley was President and Chief Executive Officer, Orange & Rockland through November 30, 2017 and became President of Con Edison of New York effective January 1, 2018. |
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| OUTSTANDING EQUITY AWARDS TABLE |
OUTSTANDING EQUITY AWARDS TABLE
|
The following table sets forth certain information with respect to all unvested stock awards previously awarded to the Named Executive Officers as of the fiscal year ended December 31, 2014. None of the Named Executive Officers have unexercised option awards.2017.
| STOCK AWARDS(1) | STOCK AWARDS(1) | |||||||||||||||
| Name & Principal Position | Equity Incentive Plan Awards: Number of unearned | Equity Incentive Plan Awards: Market or Payout Value | Equity Incentive Number of unearned | Equity Incentive Market or Payout Value | ||||||||||||
| John McAvoy | 18,000 | (2) | $ | 1,188,180 | 83,100 | (2) | $ | 7,059,345 | ||||||||
Chairman, President and Chief Executive Officer | 83,700 | (3) | $ | 5,525,037 | 78,300 | (3) | $ | 6,651,585 | ||||||||
| Robert Hoglund | 28,000 | (2) | $ | 1,848,280 | 23,400 | (2) | $ | 1,987,830 | ||||||||
Senior Vice President and Chief Financial Officer | 26,000 | (3) | $ | 1,716,260 | 20,500 | (3) | $ | 1,741,475 | ||||||||
| Craig Ivey | 35,000 | (2) | $ | 2,310,350 | 32,200 | (2)(5) | $ | 2,735,390 | ||||||||
President, Con Edison of New York | 35,000 | (3) | $ | 2,310,350 | 28,300 | (3)(5) | $ | 2,404,085 | ||||||||
| William Longhi | 22,000 | (2) | $ | 1,452,220 | ||||||||||||
President, Shared Services, Con Edison of New York | 20,000 | (3) | $ | 1,320,200 | ||||||||||||
| Elizabeth D. Moore | 18,000 | (2) | $ | 1,188,180 | 14,800 | (2) | $ | 1,257,260 | ||||||||
Senior Vice President and General Counsel | 16,000 | (3) | $ | 1,056,160 | 13,000 | (3) | $ | 1,104,350 | ||||||||
| Timothy P. Cawley(6) | 13,400 | (2) | $ | 1,138,330 | ||||||||||||
President and Chief Executive Officer, Orange & Rockland | 11,600 | (3) | $ | 985,420 | ||||||||||||
Footnotes:
| (1) | Value of unvested performance-based equity awards using the closing price of |
| (2) | The number of performance |
| (3) | The number of performance units and payment amount of the performance units will be determined as of December 31, |
| (4) | Mr. Ivey retired effective December 31, 2017. |
| (5) | The amounts shown for Mr. Ivey reflect the full amount of his performance unit awards; however, in accordance with the terms of the long term incentive plan, the future payout of his performance unit awards will be pro rated based on the actual period of service from the grant date to the date of his retirement (December 31, 2017). Had the amounts shown for Mr. Ivey’s performance unit awards been pro rated, performance units and value on December 31, 2017 for the 2016-2018 and the 2017-2019 performance cycles would have been 20,572 and 8,647 units; and valued at $1,747,591 and $734,563, respectively. |
| (6) | Mr. Cawley was President and Chief Executive Officer, Orange & Rockland through November 30, 2017 and became President of Con Edison of New York effective January 1, 2018. |
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| OPTION EXERCISES AND STOCK VESTED TABLE |
OPTION EXERCISES AND STOCK VESTED TABLE
|
The following table sets forth certain information with respect to all stock awards vested in 20142017 for the Named Executive Officers. None of the Named Executive Officers exercised options in 2014.
| STOCK AWARDS(1) | STOCK AWARDS(1) | |||||||||||||||
| Name & Principal Position | Number of Shares (#) | Value Realized ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting | ||||||||||||
John McAvoy Chairman, President and Chief Executive Officer | 5,033 | $ | 321,206 | 100,868 | $ | 7,769,862 | ||||||||||
Robert Hoglund Senior Vice President and Chief Financial Officer | 15,221 | $ | 971,404 | 32,094 | $ | 2,472,201 | ||||||||||
Craig Ivey President, Con Edison of New York | 18,858 | $ | 1,203,518 | |||||||||||||
William Longhi President, Shared Services, Con Edison of New York | 12,912 | $ | 824,044 | |||||||||||||
Craig Ivey(2) President, Con Edison of New York | 43,138 | $ | 3,322,920 | |||||||||||||
Elizabeth D. Moore Senior Vice President and General Counsel | 9,649 | $ | 615,799 | 20,262 | $ | 1,560,782 | ||||||||||
Timothy P. Cawley(3) President and Chief Executive Officer, Orange & Rockland | 18,340 | $ | 1,412,730 | |||||||||||||
Footnotes:Footnote:
| (1) | Represents the vesting of each Named Executive Officer’s performance |
| (2) | Mr. Ivey retired effective December 31, 2017. |
| (3) | Mr. Cawley was President and Chief Executive Officer, Orange & Rockland through November 30, 2017 and became President of Con Edison of New York effective January 1, 2018. |
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| PENSION BENEFITS |
|
The retirement plan, a tax qualified retirement plan, covers substantially all of the Company’s employees. The supplemental retirement income plan provides certain highly compensated employees, including the Named Executive Officers, whose benefits are limited by the Internal Revenue Code, with that portion of their retirement benefit that represents the difference betweenbetween: (i) the amount they would have received under the retirement plan absent Internal Revenue Code limitations on the amount of final average salary that may be considered in calculating pension benefits and the amount of pension benefits paidpayable; and (ii) the amount actually paid from the retirement plan. All amounts under the supplemental retirement income plan are paid out of the Company’s general assets.
For management employees hired before January 1, 2001, including Messrs. McAvoy and Longhi,Cawley, the retirement plan provides pension benefits based on: (i) the participant’s highest average salary for 48 consecutive months within the 120 consecutive months prior to retirement (“final average salary”); (ii) the portion of final average salary in excess of the Social Security taxable wage base in the year of retirement; and (iii) the participant’s length of service. For purposes of the retirement plan, a participant’s salary for a year is deemed to include any award under the Company’s annual incentive plans for that year. Participants in the retirement plans whose age and years of service equal 75 are entitled to an annual pension benefit for life, payable in monthly installments.installments or, effective June 1, 2017, in a lump sum. Participants may earn increased pension benefits by working additional years. Benefits payable to a participant who retires between ages 55 and 59 with less than 30 years of service are subject to a reduction of one and a half percent (1.5%) for each full year of retirement before age 60. Early retirement reduction factors are not applied to pensions of participants electing retirement at age 55 or older with at least 30 years of service. Effective January 1, 2013, the portion of future benefits earned and payable at retirement to participants who were under age 50 prior to 2013 and who retire between ages 55 and 59 are subject to an early retirement reduction. The reduction applied to benefits earned after 2012 is five percent (5%) for each full year of retirement before age 60. The
retirement plan provides
an annual adjustment equal to the lesser of three percent (3%) or three-quarters (3/4) of the annual increase in the Consumer Price Index to offset partially the effects of inflation.
From January 1, 2009 through June 30, 2012, management employees, including Mr. Longhi, covered under the final average salary formula who were at least age 55 and had 30 or more years of service received an additional pension accrual from the time the participant became eligible through June 30, 2012, at a rate equal to one-twelfth (1/12) of one-half percent (1/2%) of the final average salary for each month of service.
For management employees hired on or after January 1, 2001, including Messrs. Hoglund and Iveylvey and Ms. Moore, the retirement plan provides pension benefits based on a cash balance formula under which benefits accrue at the end of each calendar quarter. Benefit distributions are made in the form of a lump sum payment, but participants may elect instead to receive an immediate or deferred lifetime annuity.
annuity but participants may also elect a lump sum payment. The crediting percent, which can range from four percent (4%) to seven percent (7%), depending on the participant’s age and years of service, is applied to the participant’s base salary and annual incentive award (“Earnings”) during the quarter. In addition, a participant whose Earnings exceed the Social Security Wage Base ($117,000127,200 for 2014)2017) will receive a four percent (4%) credit on the amount of his or her Earnings that exceed the Social Security Wage Base. The cash balance account of participants is credited with interest quarterly at a rate equal toone-quarter (1/4) of the annual interest rate payable on the30-year U.S. Treasury bond, subject to a minimum annual rate of three percent (3%) and a maximum annual rate of nine percent (9%). The following table shows how this works:
| Age Plus Years of Service | Rate on Earnings | Plus | Rate on Earnings Above Social Security Wage Base | Rate on Earnings | Plus | Rate on Earnings Above Social Security Wage Base | ||||||||||||||||
| Under 35 | 4.00 | % | 4.00 | % | 4 | % | 4 | % | ||||||||||||||
| 35–49 | 5.00 | % | 4.00 | % | 5 | % | 4 | % | ||||||||||||||
| 50–64 | 6.00 | % | 4.00 | % | 6 | % | 4 | % | ||||||||||||||
| Over 64 | 7.00 | % | 4.00 | % | 7 | % | 4 | % | ||||||||||||||
From July 1, 2017 through June 30, 2021, management employees hired between January 1, 2001 and January 1, 2017, including Mr. Hoglund and Ms. Moore, may make an irrevocable election to have future company contributions made to the savings plan in lieu of the Retirement Plan. Supplemental benefits will be provided under the deferred income plan if qualified plan benefits are restricted by Internal Revenue Service limits.
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| PENSION BENEFITS |
The following table shows certain pension benefits information for each Named Executive Officer as of December 31, 2014.2017.
| Name & Principal Position | Plan Name | Number of
| Present Value of
| Payments during Last Fiscal Year | ||||||||||
John McAvoy Chairman, President and Chief Executive Officer | Retirement Plan Supplemental Retirement Income Plan | |
|
| $ $ |
|
| $ $ | 0 0 |
| ||||
Robert Hoglund Senior Vice President and Chief Financial Officer | Retirement Plan Supplemental Retirement Income Plan | |
| (2) | $ $ |
|
| $ $ | 0 0 |
| ||||
Craig Ivey(3) President, Con Edison of New York | Retirement Plan Supplemental Retirement Income Plan | |
|
| $ $ |
|
|
| ||||||
|
|
|
|
| $ $ | 0 0 |
| |||||||
Elizabeth D. Moore Senior Vice President and General Counsel | Retirement Plan Supplemental Retirement Income Plan | |
|
| $ $ |
| $ $ | 0 0 | ||||||
Timothy P. Cawley(4) President and Chief Executive Officer, Orange & Rockland | Retirement Plan Supplemental Retirement Income Plan | 30 30 | $ $ | 1,757,089 3,314,657 |
| $ $ | 0 0 |
| ||||||
Footnotes:
| (1) | Amounts were calculated as of December 31, |
| (2) | As part of Mr. Hoglund’s employment offer in 2004, the Company agreed to provide Mr. Hoglund credit for an additional ten years of service in the cash balance formula to offset part of the long-term incentives forfeited upon leaving his previous employer. Five of the additional ten years of service were credited on April 1, 2014 after he completed ten years of continuous employment and the remaining five years will be credited after he completes 15 years of continuous service. The portion of Mr. Hoglund’s retirement benefit that is attributable to the additional years of service provided by the Company ($698,449 as of December 31, 2017) will be paid under the supplemental retirement income plan. |
| (3) | Mr. Ivey retired effective December 31, 2017. |
| (4) | Mr. Cawley was President and Chief Executive Officer, Orange & Rockland through November 30, 2017 and became President of Con Edison of New York effective January 1, 2018. |
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| NON-QUALIFIED DEFERRED COMPENSATION |
NON-QUALIFIED DEFERRED COMPENSATION
|
The savings plan, atax-qualified savings plan, covers substantially all of the Company’s employees. The savings plan is described on pages 40 to 41.page 43. All employees, including Named Executive Officers, whose benefits under the savings plan are limited by the Internal Revenue Code, are eligible to defer a portion of their salary into the deferred income plan, anon-qualified deferred compensation plan. The deferred income plan permits participating officers to defer on abefore-tax basis: (i) up to 50% of their base salary,salary; (ii) all or a portion of their annual incentive award,award; and (iii) the cash value of any restricted stock unit awards (including any dividend equivalents). Deferrals (including any investment returns thereon) are fully vested. In addition, under the deferred income plan, the Company will credit participating employees with a Company matching contribution on that portion of their contributions that cannot be matched under the savings plan because of Internal Revenue Code limitations. Earnings on amounts contributed under the deferred income plan reflect investment in accordance with participating employees’ investment elections. Deferrals and any earnings thereon are always 100% vested. Company matching contributions vest
100% three years after a participating employee’s date of hire. There were no above-market or preferential earnings
with respect to the deferred income plan. Individuals participating in the deferred income plan may elect to have their account balances invested in fundsreceive the performance of institutionally managed by the Nationwide Insurance Company.funds. Participants may change their investment allocation once per calendar quarter. All amounts distributed from the deferred income plan are paid out of the Company’s general assets.
Amounts deferred, if any, under the savings plan and the deferred income plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 44.46. Company matching contributions allocated to the Named Executive Officers under the savings plan and the deferred income plan are shown in the “All Other Compensation” column of the Summary Compensation Table on page 44.46. Amounts realized upon vesting of stock awards that were deferred into the deferred income plan, if any, are shown on the “Value Realized on Vesting” column of the Option Exercises and Stock Vested Table on page 48.50.
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| NON-QUALIFIED DEFERRED COMPENSATION |
Non-Qualified Deferred Compensation Table
The following table sets forth certain information with respect tonon-qualified deferred compensation for each Named Executive Officer as of December 31, 2014.2017.
| Name & Principal Position | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate in Last FY(3) ($) | Aggregate Distributions | Aggregate ($) | |||||||||||||||
John McAvoy Chairman, President and Chief Executive Officer | $ | 52,800 | $ | 26,400 | $ | 1,166 | $ | 0 | $ | 118,133 | ||||||||||
Robert Hoglund Senior Vice President and Chief Financial Officer | $ | 33,579 | $ | 25,185 | $ | 55,954 | $ | 0 | $ | 586,207 | ||||||||||
Craig Ivey President, Con Edison of New York | $ | 107,866 | $ | 29,284 | $ | 75,758 | $ | 0 | $ | 1,080,898 | ||||||||||
William Longhi President, Shared Services, Con Edison of New York | $ | 16,152 | $ | 8,075 | $ | 11,544 | $ | 0 | $ | 322,456 | ||||||||||
Elizabeth D. Moore Senior Vice President General Counsel | $ | 520,630 | $ | 18,781 | $ | 50,246 | $ | 0 | $ | 1,360,352 | ||||||||||
| Name & Principal Position | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate in Last FY(3) | Aggregate Distributions | Aggregate Balance at Last FYE(4) | |||||||||||||||
John McAvoy Chairman, President and | $ | 59,225 | $ | 29,613 | $ | 149,833 | $ | 0 | $ | 1,296,569 | ||||||||||
Robert Hoglund Senior Vice President and Chief Financial Officer | $ | 301,931 | $ | 28,374 | $ | 220,473 | $ | 0 | $ | 1,405,548 | ||||||||||
Craig Ivey(5) President, Con Edison of New York | $ | 1,217,373 | $ | 32,953 | $ | 465,894 | $ | 0 | $ | 3,902,463 | ||||||||||
Elizabeth D. Moore Senior Vice President and General Counsel | $ | 28,502 | $ | 21,376 | $ | 204,041 | $ | 0 | $ | 1,904,769 | ||||||||||
Timothy P. Cawley(6) President and Chief Executive Officer, | $ | 9,059 | $ | 4,529 | $ | 14,963 | $ | 0 | $ | 183,789 | ||||||||||
Footnotes:
| (1) | Amounts set forth under “Executive Contributions in Last FY” column are reported in either: (i) the “Salary” column of the Summary Compensation |
| (2) | The amounts set forth under the “Registrant Contributions in Last FY” column are reported in the “All Other Compensation” column of the Summary Compensation Table on page |
| (3) | Represents earnings or losses on accounts for fiscal year |
| (4) | Aggregate account balances as of December 31, |
| Mr. McAvoy | Mr. Hoglund | Mr. Ivey | Mr. Longhi | Ms. Moore | McAvoy | Hoglund | Ivey | Moore | Cawley | |||||||||||||||||||||||||||||||
Executive Contributions | $ | 73,856 | $ | 235,353 | $ | 728,479 | $ | 165,137 | $ | 1,090,755 | $ | 925,056 | $ | 691,221 | $ | 2,893,272 | $ | 1,295,892 | $ | 110,896 | ||||||||||||||||||||
Company Matching Contributions | $ | 36,470 | $ | 129,285 | $ | 89,410 | $ | 46,528 | $ | 62,832 | $ | 121,946 | $ | 211,143 | $ | 184,618 | $ | 124,305 | $ | 19,687 | ||||||||||||||||||||
Earnings | $ | 7,807 | $ | 221,569 | $ | 263,009 | $ | 110,791 | $ | 206,765 | $ | 249,567 | $ | 503,184 | $ | 824,573 | $ | 484,572 | $ | 53,206 | ||||||||||||||||||||
Total | $ | 118,133 | $ | 586,207 | $ | 1,080,898 | $ | 322,456 | $ | 1,360,352 | $ | 1,296,569 | $ | 1,405,548 | $ | 3,902,463 | $ | 1,904,769 | $ | 183,789 | ||||||||||||||||||||
| (5) | Mr. Ivey retired effective December 31, 2017. |
| (6) | Mr. Cawley was President and Chief Executive Officer, Orange & Rockland through November 30, 2017 and became President of Con Edison of New York effective January 1, 2018. |
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL |
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL
|
The Company’s Severance Program for Officers of Consolidated Edison, Inc.the Company and its Subsidiariessubsidiaries (the “Severance Program”) provides compensation to the Named Executive Officers in the event of certain terminations of employment or a change of control of the Company. The amount of compensation that is potentially payable to each Named Executive Officer in each situation is listed in the table below.table. These amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to these Named Executive Officers, which would only be known at the time that they become eligible for payment. The tables reflecttable reflects the amount that could be payable under the Severance Program assuming such termination occurred at December 31, 2014.2017. The price per share of Company Common Stock on December 31, 20142017 was $66.01$84.95 per share.
| Name & Principal Position | Executive Benefits and Payments Upon | Resignation Good Reason (following a | Retirement | Termination Cause(2) | Termination Cause | Termination or Resignation for Good Reason (following a CIC)(3) | Death or Disability | Executive Benefits and Payments Upon Termination(1) | Resignation for any Reason (prior to CIC) or Resignation without Good Reason (following a CIC) | Retirement | Termination without Cause(2) | Termination for Cause | Termination without Cause or Resignation for Good Reason (following a CIC)(3) | Death or Disability | ||||||||||||||||||||||||||||||||||||||
John McAvoy | Severance | $ | 0 | $ | 0 | $ | 3,420,000 | $ | 0 | $ | 5,700,000 | $ | 0 | Severance | $ | 0 | $ | 0 | $ | 4,410,000 | $ | 0 | $ | 7,245,000 | $ | 0 | ||||||||||||||||||||||||||
| Chairman, President and Chief Executive Officer | 2003 long-term plan incentives(4) | $ | 0 | $ | 1,188,180 | (5) | $ | 1,188,180 | (5) | $ | 0 | $ | 1,188,180 | (6) | $ | 1,188,180 | (5) | |||||||||||||||||||||||||||||||||||
| 2013 long-term plan incentives(4) | $ | 0 | $ | 5,525,037 | (5) | $ | 5,525,037 | (5) | $ | 0 | $ | 5,525,037 | (7) | $ | 5,525,037 | (5) | Long-term plan incentives(4) | $ | 0 | $ | 13,710,930 | (5) | $ | 13,710,930 | (5) | $ | 0 | $ | 13,710,930 | (5) | $ | 13,710,930 | (5) | |||||||||||||||||||
| Benefits and Perquisites | $ | 109,615 | $ | 109,615 | $ | 2,891,853 | $ | 109,615 | $ | 5,649,090 | $ | 2,389,615 | Benefits and Perquisites | $ | 0 | $ | 0 | $ | 1,468,320 | $ | 0 | $ | 2,911,639 | $ | 1,260,000 | |||||||||||||||||||||||||||
Total | $ | 109,615 | $ | 6,822,832 | $ | 13,025,070 | $ | 109,615 | $ | 18,062,307 | $ | 9,102,832 | Total(6) | $ | 0 | $ | 13,710,930 | $ | 19,589,250 | $ | 0 | $ | 23,867,569 | $ | 14,970,930 | |||||||||||||||||||||||||||
| Robert Hoglund | Severance | $ | 0 | $ | 0 | $ | 1,363,100 | $ | 0 | $ | 2,385,400 | $ | 0 | Severance | $ | 0 | $ | 0 | $ | 1,489,500 | $ | 0 | $ | 2,606,600 | $ | 0 | ||||||||||||||||||||||||||
| Senior Vice President and Chief Financial Officer | 2003 long-term plan incentives(4) | $ | 0 | $ | 1,848,280 | (5) | $ | 1,848,280 | (5) | $ | 0 | $ | 1,848,280 | (6) | $ | 1,848,280 | (5) | Long-term plan incentives(4) | $ | 0 | $ | 3,729,305 | (5) | $ | 3,729,305 | (5) | $ | 0 | $ | 3,729,305 | (5) | $ | 3,729,305 | (5) | ||||||||||||||||||
| 2013 long-term plan incentives(4) | $ | 0 | $ | 1,716,260 | (5) | $ | 1,716,260 | (5) | $ | 0 | $ | 1,716,260 | (7) | $ | 1,716,260 | (5) | Benefits and Perquisites | $ | 0 | $ | 0 | $ | 182,131 | $ | 0 | $ | 339,262 | $ | 744,700 | |||||||||||||||||||||||
| Benefits and Perquisites | $ | 52,423 | $ | 52,423 | $ | 227,551 | $ | 52,423 | $ | 377,678 | $ | 1,415,423 | Total(6) | $ | 0 | $ | 3,729,305 | $ | 5,400,936 | $ | 0 | $ | 6,675,167 | $ | 4,474,005 | |||||||||||||||||||||||||||
Total | $ | 52,423 | $ | 3,616,963 | $ | 5,155,191 | $ | 52,423 | $ | 6,327,618 | $ | 4,979,963 | ||||||||||||||||||||||||||||||||||||||||
Craig Ivey | Severance | $ | 0 | $ | 0 | $ | 1,954,200 | $ | 0 | $ | 3,307,100 | $ | 0 | |||||||||||||||||||||||||||||||||||||||
President, Con Edison of New York | 2003 long-term plan incentives(4) | $ | 0 | $ | 2,310,350 | (5) | $ | 2,310,350 | (5) | $ | 0 | $ | 2,310,350 | (6) | $ | 2,310,350 | (5) | |||||||||||||||||||||||||||||||||||
| 2013 long-term plan incentives(4) | $ | 0 | $ | 2,310,350 | (5) | $ | 2,310,350 | (5) | $ | 0 | $ | 2,310,350 | (7) | $ | 2,310,350 | (5) | ||||||||||||||||||||||||||||||||||||
| Benefits and Perquisites | $ | 57,815 | $ | 57,815 | $ | 258,986 | $ | 57,815 | $ | 435,157 | $ | 1,561,015 | ||||||||||||||||||||||||||||||||||||||||
Total | $ | 57,815 | $ | 4,678,515 | $ | 6,833,886 | $ | 57,815 | $ | 8,362,957 | $ | 6,181,715 | ||||||||||||||||||||||||||||||||||||||||
| William Longhi | Severance | $ | 0 | $ | 0 | $ | 1,382,500 | $ | 0 | $ | 2,339,600 | $ | 0 | |||||||||||||||||||||||||||||||||||||||
President, Shared Services, Con Edison of New York | 2003 long-term plan incentives(4) | $ | 0 | $ | 1,452,220 | (5) | $ | 1,452,220 | (5) | $ | 0 | $ | 1,452,220 | (6) | $ | 1,452,220 | (5) | |||||||||||||||||||||||||||||||||||
| 2013 long-term plan incentives(4) | $ | 0 | $ | 1,320,200 | (5) | $ | 1,320,200 | (5) | $ | 0 | $ | 1,320,200 | (7) | $ | 1,320,200 | (5) | ||||||||||||||||||||||||||||||||||||
| Benefits and Perquisites | $ | 51,125 | $ | 51,125 | $ | 328,267 | $ | 51,125 | $ | 580,409 | $ | 1,114,525 | ||||||||||||||||||||||||||||||||||||||||
Total | $ | 51,125 | $ | 2,823,545 | $ | 4,483,187 | $ | 51,125 | $ | 5,692,429 | $ | 3,886,945 | ||||||||||||||||||||||||||||||||||||||||
Elizabeth D. Moore | Severance | $ | 0 | $ | 0 | $ | 1,149,100 | $ | 0 | $ | 2,010,900 | $ | 0 | Severance | $ | 0 | $ | 0 | $ | 1,255,600 | $ | 0 | $ | 2,197,300 | $ | 0 | ||||||||||||||||||||||||||
| Senior Vice President and General Counsel | 2003 long-term plan incentives(4) | $ | 0 | $ | 1,188,180 | (5) | $ | 1,188,180 | (5) | $ | 0 | $ | 1,188,180 | (6) | $ | 1,188,180 | (5) | Long-term plan incentives(4) | $ | 0 | $ | 2,361,610 | (5) | $ | 2,361,610 | (5) | $ | 0 | $ | 2,361,610 | (5) | $ | 2,361,610 | (5) | ||||||||||||||||||
| 2013 long-term plan incentives(4) | $ | 0 | $ | 1,056,160 | (5) | $ | 1,056,160 | (5) | $ | 0 | $ | 1,056,160 | (7) | $ | 1,056,160 | (5) | Benefits and Perquisites | $ | 0 | $ | 0 | $ | 151,979 | $ | 0 | $ | 278,957 | $ | 627,800 | |||||||||||||||||||||||
| Benefits and Perquisites | $ | 44,192 | $ | 44,192 | $ | 189,584 | $ | 44,192 | $ | 309,975 | $ | 1,193,192 | Total(6) | $ | 0 | $ | 2,361,610 | $ | 3,769,189 | $ | 0 | $ | 4,837,867 | $ | 2,989,410 | |||||||||||||||||||||||||||
Total | $ | 44,192 | $ | 2,288,532 | $ | 3,583,024 | $ | 44,192 | $ | 4,565,215 | $ | 3,437,532 | ||||||||||||||||||||||||||||||||||||||||
| Timothy P. Cawley(6) | Severance | $ | 0 | $ | 0 | $ | 1,097,200 | $ | 0 | $ | 1,856,800 | $ | 0 | |||||||||||||||||||||||||||||||||||||||
| President and Chief Executive Officer, Orange & Rockland | Long-term plan incentives(4) | $ | 0 | $ | 2,123,750 | (5) | $ | 2,123,750 | (5) | $ | 0 | $ | 2,123,750 | (5) | $ | 2,123,750 | (5) | |||||||||||||||||||||||||||||||||||
| Benefits and Perquisites | $ | 0 | $ | 0 | $ | 230,443 | $ | 0 | $ | 435,886 | $ | 422,000 | ||||||||||||||||||||||||||||||||||||||||
| Total(6) | $ | 0 | $ | 2,123,750 | $ | 3,451,393 | $ | 0 | $ | 4,416,436 | $ | 2,545,750 | ||||||||||||||||||||||||||||||||||||||||
Footnotes:
| (1) |
| (2) | As per the Severance Program, the Executive’s severance benefit pursuant to a termination without “Cause” (before a Change of Control or “CIC”) is equal to: (i) a lump sum equal to any unpaid base salary and annual target bonus |
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| (3) | As per the Severance Program, the Executive’s severance benefit under a termination without Cause or resignation for Good Reason (on or following CIC) is equal to the same severance benefit under a termination without Cause (before CIC) as described in footnote |
| (4) |
| (5) | For disclosure purposes, |
| CONSOLIDATED EDISON, INC. –Proxy Statement | 55 |
| POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL |
| (6) |
| (7) |
Below is aA description of the assumptions that were used in creating the tablestable for Messrs. McAvoy, Hoglund, Ivey, and Longhi, and Ms. Moore. For purposes of the description below, Messrs. McAvoy, Hoglund, Ivey, and Longhi,Cawley, and Ms. Moore are each(each defined as the “Executive.”“Executive”) is as follows:
Separation from Service
With respect to unvested performance-based equity awards under the 2003 long term incentive plan and/or the 2013 long term incentive plan, in the event of a Termination, resignation, retirement, death or Disability, the Compensation Committee has discretion to determine the terms of the awards (including, without limitation, to accelerate the vesting of unvested awards). Unless otherwise provided by the Compensation Committee, in the event of a retirement, death or Disability, performance-based equity awards vestpro-rata through the date of the event.
For the purposes of the 2003 long term incentive plan and the 2013 long term incentive plan: (i) “Termination” means a resignation or discharge from employment, except death, disability or retirement, (ii) “retirement” means resignation on or after age 55 with at least five years of service, and (iii) “Disability” means an inability to work in any gainful occupation for which the person is reasonably qualified by education, training or experience because of a sickness or injury for which the person is under doctor’s care.
Change in Control
As per the 2003 long term incentive plan and the 2013 long term incentive plan, in the event of a Change in Control or CIC Separation from Service, as applicable, unvested performance-based equity awards, respectively, vestpro-rata through the
date of the Change in Control, assuming targeted performance was achieved.
For purposes of the 2003 long term incentive plan and the 2013 long term incentive plan, “Change in Control” has the same meaning as “Change of Control” under the Severance Program.
For purposes of the 2013 long term incentive plan, a “CIC Separation from Service” means a termination without Cause or due to a resignation for Good Reason that occurs on or before the second anniversary following the occurrence of a Change in Control.
“Cause”Cause” means the conviction of the Executive of a felony or the entering by the Executive of a plea ofnolo contenderecontendere to a felony, in either case having a significant adverse effect on the business and affairs of the Company.
“Good Reason”Reason” occurs if the Executive resigns for any of the following reasons: (i) any material decrease in base compensation, (ii) any material breach by the Company of any material provisions of the 2013 long term incentive plan, (iii) a requirement by the Company for the Executive to be based at any office or location more than 50 miles from the location the Executive is employed prior to the Change in Control, or (iv) the assignment of any duties materially inconsistent in any respect with the Executive’s position, authority, duties or responsibilities.
Incremental Retirement Amounts
As per the Severance Program, the amounts relating to the incremental retirement amounts in the above tablestable are based on the net present value of one additional year of service credit under the Company’s retirement plans following a termination without Cause or a resignation for Good Reason (two additional years if such termination is in connection with a
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Change in Control) assuming compensation at the Executive’s annual salary and target award, age 65 normal retirement, and the assumptions used to calculate lump sum benefits under the qualified retirement plan in December 2014.2017.
The assumptions for Messrs. McAvoy and LonghiCawley include interest rates of 1.40%1.96% for the first five years, 3.98%3.58% for the next 15 years, and 5.04%4.35% thereafter (adjusted to -0.29%0.26%, 2.24%1.85% and 3.28%2.61%, respectively, to reflect cost of living adjustments) and theRP-2000 mortality table projected for 20142017 (50% male/50% female blend).
The assumptions for Messrs.Mr. Hoglund’s and Ivey’s and Ms. Moore’s retirement amount do not reflect a cost of living adjustmentare in accordance with the “cash balance” formula. All amounts payable pursuant to an incrementalnon-qualified retirement plan are assumed to be paid as a lump sum.
| 56 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL |
Termination without Cause or a Resignation for Good Reason
As per the Severance Program, the Executive will receive certain benefits as described in the table above if he or she is terminated by the Company for reasons other than Cause or he or she resigns for Good Reason (following a Change of Control). A termination is for Cause if it is for any of the following reasons: (i) willful and continued failure to substantially perform his or her duties, (ii) a conviction of a felony or entering a plea ofnolo contendere to a felony that has a significant adverse effect on the business of the Company, or (iii) a willful engaging in illegal conduct or in gross misconduct materially and demonstrably injurious to the Company.
As per the Severance Program, a resignation for Good Reason occurs if the Executive resigns for any of the following reasons on or following a Change of Control: (i) any material decrease in base compensation (except uniform decreases affecting
similarly situated employees), (ii) any material breach by the Company of any material provisions of the Severance Program, (iii) a requirement by the Company for the Executive to be based more than 50 miles from the location the Executive is employed prior to the Change of Control, or (iv) the assignment of any duties materially inconsistent in any respect with the Executive’s position, authority, duties or responsibilities.
Payments upon Termination of Employment in Connection with a Change of Control
As per the Severance Program, the Executive will receive certain benefits as described in the above table if his or her termination of employment is without Cause by the Company or he or she resigns for Good Reason following a Change of Control.
As per the Severance Program, in the event an Executive receives any payment or distribution from the Company in connection with a Change of Control, he or she may be subject to certain excise taxes pursuant to Section 280G.280G of the Internal Revenue Code. If any such payment or distribution subjects the Executive to such taxes and the Executive would receive a greater netafter-tax amount if the payment were reduced to avoid such taxation, the aggregate present value of amounts payable to the Executive pursuant to the Severance Program will be reduced (but not below zero) to the extent it does not trigger taxation under Section 4999 of the Internal Revenue Code.
As per the Company’s Deferred Income Plan, the Executive is entitled to a death benefit equal to two times his or her base salary. The benefit isbenefits are payable in a lump sum.
Payment Upon Retirement for Mr. Ivey
Mr. Ivey retired effective December 31, 2017. Mr. Ivey retains his performance unit awards for the 2016-2018 and the 2017-2019 performance cycles. Payment of the performance units will be based on the attainment of the relevant performance goals and will be pro rated based on his actual service from the grant date to the date of his retirement, December 31, 2017. See “Outstanding Equity Awards Table” on page 49.
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| COMPENSATION COMMITTEE REPORT |
The Management Development and Compensation Committee of the Board of Directors of the Company has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for 2017 with management of the Company. Based on this review and discussion, the Committee recommended to the Board of Directors that the CD&A be included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2017 and this Proxy Statement.
Management Development and Compensation Committee:
George Campbell, Jr. (Chair)
Vincent A. Calarco
John F. Killian
William J. Mulrow
Michael W. Ranger
L. Frederick Sutherland
| 58 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| COMPENSATION RISK MANAGEMENT AND PAY RATIO |
In 2017, the Compensation Committee asked Mercer to undertake a risk assessment of the Company’s compensation programs to determine whether the Company’s compensation policies and practices for employees, generally, would reasonably be expected to have a material adverse effect on the Company’s risk management and create incentives that could lead to excessive or inappropriate risk taking by employees. The Compensation Committee also asked management to review the assessment. Based on Mercer’s risk assessment findings, with which the Compensation Committee and management concur, the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company’s risk management or create incentives that could lead to excessive or inappropriate risk taking by employees.
Among the relevant features of the Company’s compensation programs that mitigate risk are:
A recoupment policy applicable to all Company officers with respect to incentive-based compensation;
Annual and long-term incentives under the Company’s compensation programs appropriately balanced between
annual and long-term financial performance goals that are expected to enhance stockholder value; |
Annual and long-term incentives tied to multiple performance goals to reduce undue weight on any one goal;
Non-financial performance factors used in determining the actual payout of annual incentive compensation as a counterbalance to financial performance goals;
Compensation programs designed to deliver a significant portion of compensation in the form of long-term incentives, discouraging excessive focus on annual results;
Performance-based equity awards based on performance over a three-year period, focusing on sustainable performance over a three-year cycle rather than any one year;
Annual and long-term incentive awards that are subject to appropriate payment caps and Compensation Committee discretion to reduce payouts; and
Share ownership guidelines that further the long-term interests of executives and stockholders, and restrictions on shorting, hedging, and pledging Company securities.
The Company is required by Securities and Exchange Commission (“SEC”) rules to disclose the median of the annual total compensation of all employees of the Company (excluding the Chief Executive Officer), the annual total compensation of the Chief Executive Officer, and the ratio of these two amounts (the “pay ratio”). The pay ratio below is a reasonable estimate based on the Company’s payroll records and the methodology described below, and was calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
The Company reviewed its entire workforce (excluding the Chief Executive Officer), consisting of 15,603 full and part-time employees of the Company and its subsidiaries as of December 1, 2017. The Company’s median employee was identified by a consistently applied compensation measure using
earnings as reported on Internal Revenue Service FormW-2 for 2017. In making this determination, the Company annualized the compensation of all employees hired during 2017.
The annual total compensation of the Company’s median employee, as calculated using Summary Compensation Table requirements, was $168,028 and the annual total compensation of the Chief Executive Officer, as disclosed in the column “Securities and Exchange Commission Total” in the Summary Compensation Table on page 46, was $16,047,911. The resulting pay ratio of the Chief Executive Officer’s annual total compensation to the annual total compensation of the Company’s median employee was 96 to 1.
Subtracting the change in pension value from the median employee’s annual total compensation, as was done for the Chief Executive Officer’s annual total compensation and shown in the column “Securities and Exchange Commission Total Without Change in Pension Value” in the Summary Compensation Table, the pay ratio of the Chief Executive Officer’s compensation to the Company’s median employee would be 80 to 1.
| CONSOLIDATED EDISON, INC. –Proxy Statement | 59 |
| STOCKHOLDER PROPOSAL |
No stockholder action is required with respect to the following information that is included to fulfill the requirements of Section 726 of the Business Corporation Law of the State of New York.
Effective December 2, 2017, the Company purchased Directors and Officers (“D&O”) Liability insurance for aone-year term providing for reimbursement, with certain exclusions and deductions, to: (a) the Company and its subsidiaries for payments they make to indemnify Directors, Trustees, officers and assistant officers of the Company and its subsidiaries, (b) Directors, Trustees, officers, and assistant officers for losses, costs and expenses incurred by them in actions brought against them in connection with their acts in those capacities for which they are not indemnified by the Company or its subsidiaries, and (c) the Company and its subsidiaries for any payments they make resulting from a securities claim. The insurers are: Associated Electric & Gas Insurance Services Limited, Axis Insurance Company, Berkshire Hathaway Specialty Insurance, Continental Casualty Company, Endurance American Insurance Company, Federal Insurance
Company, Illinois National Insurance Company, Travelers Casualty and Surety Company of America, U.S. Specialty Insurance Company, X.L. Insurance (Bermuda) Ltd., XL Specialty Insurance Company and Zurich American Insurance Company. The total cost of the D&O Liability insurance for one year from December 2, 2017 amounts to $2,960,507. The Company also purchased from Associated Electric & Gas Insurance Services Limited, Arch Insurance Company, Axis Insurance Company, Great American Insurance Company, Illinois National Insurance Company, RLI Insurance Company, Travelers Casualty and Surety Company of America, U.S. Specialty Insurance Company and Zurich American Insurance Company, additional insurance coverage for one year effective January 1, 2018, insuring the Directors, Trustees, officers, assistant officers and employees of the Company and its subsidiaries and certain other parties against certain liabilities which could arise in connection with fiduciary obligations mandated by ERISA and from the administration of the employee benefit plans of the Company and its subsidiaries. The cost of such coverage was $769,438.
| 60 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| QUESTIONS AND ANSWERS ABOUT THE |
QUESTIONS AND ANSWERS ABOUT THE
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WHAT ARE THE PROXY MATERIALS?What Are The Proxy Materials?
The Proxy Materials include the following:
The Proxy Statement.
The Annual Report to Stockholders of the Company, which includes the consolidated financial statements and accompanying notes for the year ended December 31, 2014,2017, and other information relating to the Company’s financial condition and results of operations.
If you received the Proxy Materials by mail, they also include a proxy card or a voter instruction form for use at the 20152018 Annual Meeting.
WHY AMWhy Am I RECEIVING THE PROXY MATERIALS?Receiving The Proxy Materials?
The Proxy Materials are provided to stockholders of the Company on or about April 6, 2015,9, 2018, in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and to vote on the items of business described in this Proxy Statement. The Proxy Materials include information that we are required to provide to you under the rules of the Securities and Exchange Commission. We are providing the Proxy Materials to our stockholders by mail,e-mail, or in accordance with the Securities and Exchange Commission’s “Notice and Access” rule.
WHY DIDWhy Did I RECEIVE THE PROXY MATERIALS IN THE MAIL?Receive The Proxy Materials In The Mail?
We are providing some of our stockholders, including stockholders who have previously requested to receive paper copies of the Proxy Materials, with paper copies of the Proxy Materials. You may also access the Proxy Materials and vote online at the Internet address provided on the proxy card or the voter instruction form. If you do not want to receive paper copies of proxy materials on an ongoing basis, please follow the instructions for Internet voting on your proxy card or voter instruction form.
WHY DIDWhy Did I RECEIVE E-MAIL DELIVERY OF THE PROXY MATERIALS?ReceiveE-Mail Delivery Of The Proxy Materials?
We are providinge-mail delivery of the Proxy Materials to those stockholders who have previously elected electronic delivery. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.
WHY DIDWhy Did I RECEIVEReceive A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS?Notice Of Internet Availability Of Proxy Materials?
To reduce the environmental impact of our Annual Meeting, we are providing the Proxy Materials over the Internet. As a result, we are sending many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of the Proxy Materials. All stockholders receiving the Notice of Internet Availability may access the Proxy Materials over the Internet and request a paper copy of the Proxy Materials by mail. Instructions on how to access the Proxy Materials over the Internet, to vote online, and to request a paper copy may be found in the Notice of Internet Availability. In addition, the Notice of Internet Availability contains instructions on how you may request delivery of proxy materials in printed form by mail or electronically on an ongoing basis.
CANCan I REQUESTRequest A PAPER COPY OF THE PROXY STATEMENT AND ANNUAL REPORT?Paper Copy Of The Proxy Statement And Annual Report?
The Company’s Proxy Statement and Annual Report are available on our website atwww.conedison.com/investorreportsconedison.com/shareholder.s.A copy of these materials is also available without charge upon written request to the Company’s Vice President and CorporateCorporate Secretary at the Company’s principal executive officesoffice at 4 Irving Place, New York, New York 10003.
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I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER, AND WE RECEIVED ONLY ONE COPY OF THE PROXY MATERIALS. HOW MAYShare An Address With Another Stockholder, And We Received Only One Copy Of The Proxy Materials. How May I OBTAIN AN ADDITIONAL COPY?Obtain An Additional Copy?
If you are a registered holder of Company Common Stock, Computershare may deliver only one copy of the Proxy Materials or Notice of Internet Availability to multiple stockholders who share an address unless Computershare has received contrary instructions.
| CONSOLIDATED EDISON, INC. –Proxy Statement | 61 |
| QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING AND VOTING |
If you hold your Company Common Stock through a broker, bank, or other financial institution (“broker”), your broker may deliver only one copy of the Proxy Materials or Notice of Internet Availability to multiple stockholders who share an address unless contrary instructions are received.
The Company will deliver promptly, upon written or oral request, If you would like to receive a separate copy of the Proxy Materials or Notice of Internet Availability, to a stockholder at a shared address to which a single copy of the documents was delivered.
Stockholders who wishor if you would like to receive additionalseparate copies for future meetings, please submit a request to Broadridge Householding Department by telephone at1-866-540-7095 or by mail at 51 Mercedes Way, Edgewood, NY 11717, and your requested material(s) will be delivered promptly. If you currently receive separate copies of the Proxy Materials or Notice of Internet Availability, now or in the future, and stockholders who share an addressthese materials and wish to receive a single copy ofin the Proxy Materials or Notice of Internet Availability on an ongoing basis, should submit the request to the Company by telephone (212-460-4322) or by mail to the Company’s Vice President and Corporate Secretary at the Company’s principal offices at 4 Irving Place, New York, New York 10003.future, please contact your broker.
WHO PAYS THE COST OF SOLICITING PROXIES FOR THE ANNUAL MEETING?Who Pays The Cost Of Soliciting Proxies For The Annual Meeting?
The Company will pay the expenses associated with the solicitation of proxies. The solicitation of proxies is being made by mail, telephone, the Internet, facsimile, electronic transmission, or overnight delivery. The expense associated with the solicitation of proxies will include reimbursement for postage and clerical expenses to brokerage houses and other custodians, nominees or fiduciaries for forwarding Proxy Materials and other documents to beneficial owners of stock held in their names. Morrow & Co.Sodali LLC (“Morrow”), LLC, 470 West Avenue, Stamford, CT 06902, has been retained to assist in the solicitation of proxies. The estimated cost of Morrow’s services is $22,000 plus$22,000plus distribution costs and other costs and expenses.
WHAT IS THE RECORD DATE?What Is The Record Date?
The Board of Directors has established March 24, 201523, 2018 as the record date for the determination of the Company’s stockholders entitled to receive notice of and to vote at the Annual Meeting.
HOW MANY VOTES DOHow Many Votes Do I HAVE?Have?
You are entitled to one vote on each proposal presented at the Annual Meeting for each outstanding share of Company Common Stock you owned on the record date.
HOW MANY VOTES CAN BE CAST BY ALL STOCKHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING?How Many Votes Can Be Cast By All Stockholders Entitled To Vote At The Annual Meeting?
One vote on each proposal presented at the Annual Meeting for each of the 292,887,368310,620,526 shares of Company Common Stock that were outstanding on the record date.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?How Many Votes Must Be Present To Hold The Annual Meeting?
To constitute a quorum to transact business at the Annual Meeting, the holders of a majority of the shares entitled to vote at the Annual Meeting or 146,443,685, must be present in person or by proxy. We urge you to vote by proxy even if you plan to attend the Annual Meeting, so that we will know as soon as possible that enough votes will be present to hold the meeting. Abstentions and brokernon-votes are counted in the determination of the quorum.
HOW DOHow Do I VOTE?Vote?
You can vote whether or not you attend the Annual Meeting. Stockholders have a choice of voting over the Internet, by telephone, by mail using a proxy card or voter instruction form, or in person at the Annual Meeting.
If you received a printed copy of the Proxy Materials, please follow the instructions on your proxy card or voter instruction form. Your proxy card or voter instruction form provides information on how to vote over the Internet, by telephone, or by mail.
If you received a Notice of Internet Availability, please follow the instructions on the notice. The Notice of Internet Availability provides information on how to vote over the Internet, by telephone, or by mail.
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If you received ane-mail notification, please click on the link provided in thee-mail notification, and follow the instructions on how to vote over the Internet or by telephone.
If you are a registered holder of the Company’s Common Stock, you may also vote in person at the Annual Meeting.
To help us reduce the environmental impact of our meeting, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day. To ensure that your vote is counted, please remember to submit your vote by the date and time indicated on your Notice of Internet Availability, proxy card or voter instruction form, as applicable.
| 62 | CONSOLIDATED EDISON, INC. –Proxy Statement |
| QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING AND VOTING |
IF MY SHARES ARE HELD BY MY BROKER, CAN MY SHARES BE VOTED IFIf My Shares Are Held By My Broker, Can My Shares Be Voted If I DON’T INSTRUCT MY BROKER?Don’t Instruct My Broker?
The Securities and Exchange Commission has approved a New York Stock Exchange rule that affects the manner in which your broker may vote your shares. Your broker may not vote on your behalf for the election of directors or compensation-related matters unless you provide specific voting instructions to your broker. For your vote to be counted, you need to communicate your voting decisions to your broker, in the manner prescribed by your broker, before the date of the Annual Meeting.
If you have any questions about this rule or the proxy voting process in general, please contact the broker where you hold your shares. The Securities and Exchange Commission also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder.
IFIf I AMAm A REGISTERED HOLDER OF COMPANY COMMON STOCK, WHAT IFRegistered Holder Of Company Common Stock, What If I DON’T VOTE FOR ONE OR MORE OF THE MATTERS LISTED ON MY PROXY CARD?Don’t Vote For One Or More Of The Matters Listed On My Proxy Card?
All shares represented by properly executed proxies received in time for the Annual Meeting will be voted at the Annual Meeting in the manner specified by the persons giving those proxies. If you return a signed proxy without indicating voting instructions your shares will be voted as follows:
| • | for the election of the ten Director nominees; |
| • | for the ratification of the appointment of independent accountants; and |
| • | for the advisory vote to approve named executive officer compensation. |
CANCan I REVOKE MY PROXY OR CHANGE MY VOTE?Revoke My Proxy Or Change My Vote?
Yes, depending on how your shares of Company Common Stock are held, you may revoke your proxy or change your vote by sending in a new, properly executed proxy card or voter instruction form with a later date, or by casting a new vote by Internet or telephone, or by sending a properly executed written notice of revocation to the Company’s Vice President and Corporate Secretary at the Company’s principal executive officesoffice at 4 Irving Place, New York, New York 10003. Check the instructions on your Notice of Internet Availability, proxy card or voter instruction form for information regarding your specific revocation options. If you are a registered holder of Company Common Stock, you may also change your vote
by appearing at the Annual Meeting and voting in person. Attendance at the Annual Meeting without voting will not by itself revoke a proxy.
WHAT IS THE LOCATION, DATE, AND TIME OF THE ANNUAL MEETING?What Is The Location, Date, And Time Of The Annual Meeting?
The Annual Meeting will be held at the Company’s principal executive officesoffice at 4 Irving Place, New York, New York 10003, on Monday, May 18, 2015,21, 2018, at 10:00 a.m.
WHERE CANWhere Can I FIND DIRECTIONS TO THE ANNUAL MEETING?Find Directions To The Annual Meeting?
Directions to the Annual Meeting are available on our website atwww.conedison.com/investorreportsconedison.com/shareholders.
WHO CAN ATTEND THE ANNUAL MEETING?Who Can Attend The Annual Meeting?
Attendance at the Annual Meeting will be limited to holders of Company Common Stock on March 24, 2015,23, 2018, the record date, the authorized representative (one only) of an absent stockholder, and invited guests of management.
DODo I NEEDNeed A TICKET TO ATTEND THE ANNUAL MEETING?Ticket To Attend The Annual Meeting?
Yes, you will need an admission ticket and proof of ownership of Company Common Stock on the record date to enter the meeting.
If you received a printed copy of the Proxy Materials and you are a registered holder of Company Common Stock, your proxy card serves as your admission ticket to the Annual Meeting.
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If you received a printed copy of the Proxy Materials and you hold your shares through a broker or through an employee plan, please bring to the Annual Meeting a copy of a brokerage or other statement reflecting your stock ownership as of the record date.
If you received a Notice of Internet Availability, that Notice of Internet Availability serves as your admission ticket to the Annual Meeting.
If you received ane-mail notification, please access the Proxy Materials by clicking on the link provided in thee-mail notification and follow the instructions for downloading a copy of your admission ticket.
If you hold your shares through a broker, you can expedite your admission to the Annual Meeting by registering in advance and printing your admission ticket by visitingwww.proxyvote.com and following the instructions provided (you will need the 12 digit number included on your proxy card, voter instruction form or Notice of Internet Availability).
| CONSOLIDATED EDISON, INC. –Proxy Statement | 63 |
| QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING AND VOTING |
You may be asked to present valid picture identification to gain entrance to the Annual Meeting. Any person claiming to be an authorized representative of a stockholder must, upon request, produce written evidence of the authorization.
ARE THERE ANY SPECIAL ATTENDANCE PROCEDURES?Are There Any Special Attendance Procedures?
In order to assure the holding of a fair and orderly meeting and to accommodate as many stockholders as possible who may wish to speak at the Annual Meeting, management will limit the
general discussion portion of the meeting and permit only stockholders or their authorized representatives to address the meeting. No signs, banners, placards, handouts, cameras, recording equipment, andnor similar items may be brought to the meeting room. Many cellular phones havebuilt-in digital cameras, and, while these phones may be brought into the Annual Meeting, the camera function may not be used at any time. Recording of the Annual Meeting is prohibited. Suitcases, briefcases, packages, and other items may be subject to inspection.
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No stockholder action is required with respect to the following information that is included to fulfill the requirements of Section 726 of the Business Corporation Law of the State of New York.
Effective December 2, 2014, the Company purchased Directors and Officers (“D&O”) Liability insurance for a one-year term providing for reimbursement, with certain exclusions and deductions, to: (a) the Company and its subsidiaries for payments they make to indemnify Directors, Trustees, officers and assistant officers of the Company and its subsidiaries, (b) Directors, Trustees and officers for losses, costs and expenses incurred by them in actions brought against them in connection with their acts in those capacities for which they are not indemnified by Con Edison or its subsidiaries, and (c) the Company and its subsidiaries for any payments they make resulting from a securities claim. The insurers are: Associated Electric & Gas Insurance Services Limited, Allied World Assurance Company, Ltd., Arch Insurance Company, Continental Casualty Company, Endurance American Insurance Company, Federal Insurance Company, Illinois
National Insurance Company, Ironshore Insurance Ltd., Ironshore Indemnity Inc., U.S. Specialty Insurance Company, X.L. Insurance (Bermuda) Ltd., XL Specialty Insurance Company and Zurich American Insurance Company. The total cost of the D&O Liability insurance for one year from December 2, 2014 amounts to $4,235,525. The Company also purchased from Associated Electric & Gas Insurance Services Limited, Arch Insurance Company, Axis Insurance Company, Great American Insurance Company, Illinois National Insurance Company, St. Paul Fire and Marine Insurance Company, RLI Insurance Company, U.S. Specialty Insurance Company and Zurich American Insurance Company, additional insurance coverage for one year effective January 1, 2015, insuring the Directors, Trustees, officers, and employees of the Company and its subsidiaries and certain other parties against certain liabilities which could arise in connection with fiduciary obligations mandated by ERISA and from the administration of the employee benefit plans of the Company and its subsidiaries. The cost of such coverage was $838,233.
| CONSOLIDATED EDISON, INC. –Proxy Statement |
| STOCKHOLDER PROPOSALS FOR THE |
STOCKHOLDER PROPOSALS FOR THE
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PROPOSALS FOR INCLUSION IN 2019 PROXY STATEMENT
In order to be included in the Proxy Statement and form of proxy relating to the Company’s 20162019 annual meeting of stockholders, stockholder proposals must be received by the Company at its principal officesexecutive office at 4 Irving Place, New York, New York 10003, Attention: Vice President and Corporate Secretary, by the close of business on December 8, 2015.10, 2018.
DIRECTOR NOMINATIONS FOR INCLUSION IN 2019 PROXY STATEMENT (PROXY ACCESS)
Pursuant to the Company’sBy-laws, a stockholder (or a group of up to 20 stockholders) who has owned at least three percent (3%) of the Company’s shares for at least three years and has complied with the other requirements set forth in theBy-laws may request that the Company include director nominees (up to the greater of two nominees or twenty
percent (20%) of the Board) for election in the Company’s 2019 Proxy Statement and form of proxy relating to the Company’s 2019 annual meeting of stockholders. The nominations must include the information specified inthe By-laws and must be received by the Vice President and Corporate Secretary of the Company at its principal executive office no earlier than November 10, 2018 and no later than December 10, 2018.
OTHER PROPOSALS OR NOMINATIONS TO COME BEFORE THE 2019 ANNUAL MEETING
Under the Company’sBy-laws, written notice of any proposal to be presented by any stockholder or any other person to be nominated by any stockholder for election as a Director must
include the information specified inthe By-laws and must be received by the Vice President and Corporate Secretary of the Company at its principal executive office not lessno earlier than 70 days nor moreJanuary 21, 2019 and no later than 90 days prior to the anniversary date of the previous year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is first publicly announced or disclosed less than 80 days prior to the date of the meeting, such notice must be given not more than ten days after such date is first announced or disclosed.February 20, 2019.
OTHER MATTERS TO COME BEFORE THE MEETING
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Management intends to bring before the meeting only the election of Directors (Proposal No. 1) and Proposals No. 2, and 3, and knows of no matters to come before the meeting other than the matters set forth herein. If other matters or motions come before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote such proxy in accordance with their judgment on such matters or motions, including any matters dealing with the conduct of the meeting.
By Order of the Board of Directors, |
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Jeanmarie Schieler |
Vice President and Corporate Secretary |
Dated: April |
| CONSOLIDATED EDISON, INC. –Proxy Statement |
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., EDT, on Monday, May
| ||||||
Vote by Internet
• Go towww.investorvote.com/ED
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website | ||||||
Vote by telephone
• Call toll free1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone.
• Follow the instructions provided by the recorded message. | ||||||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |   |
IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
| A | Proposals — The Board of Directors recommends a vote FOR all nominees listed, and FOR Proposals 2 and 3. |
| 1. Election of Directors | For | Against | Abstain | For | Against | Abstain | + | ||||||||||||||||||||||||||||||||
| 01 - | 06 - | Armando J. Olivera | ☐ | ☐ | ☐ | For | Against | Abstain | |||||||||||||||||||||||||||||||
| 02 - | 07 - | Michael W. Ranger | ☐ | ☐ | ☐ | 2. | Ratification of appointment of independent accountants. | ☐ | |||||||||||||||||||||||||||||||
| 03 - | 08 - | Linda S. Sanford | ☐ | ☐ | ☐ | 3. | Advisory vote to approve named executive officer compensation. | ☐ | |||||||||||||||||||||||||||||||
| 04 - | 09 - | Deirdre Stanley | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||
| 05 - | 10 - L. Frederick Sutherland | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
| B | Non-Voting Items |
| Change of Address — Please print your new address below. | Comments — Please print your comments below. | Meeting Attendance | ||||||
| Mark the box to the right if you plan to attend the Annual Meeting of Stockholders. |
| C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as name(s) appears hereon. Full title of one signing in representative capacity should be clearly designated after signature. Names of all joint holders should be written even if signed by only one.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||||
| + | ||||||||||
020EBB02SG3B
20152018 Annual Meeting Admission Ticket
20152018 Annual Meeting of
Consolidated Edison, Inc. Stockholders
Monday, May 18, 2015,21, 2018, 10:00 a.m. EDT
Consolidated Edison, Inc.
4 Irving Place, New York, NY 10003
This ticket admits only the named stockholder(s).
Please bring this admission ticket and a proper form of identification with you if attending the Annual Meeting of Stockholders.
YOUR VOTE IS IMPORTANT!
Whether or not you plan to attend the Annual Meeting of Stockholders, please promptly vote
by telephone, through the Internet or by completing and returning the attached proxy card.
Voting early will not prevent you from voting in person at the Annual Meeting of Stockholders if you wish to do so.
Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 |
CONSOLIDATED EDISON, INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Vincent A. Calarco,John F. Killian, John McAvoy and Michael J. Del Giudice and John McAvoyW. Ranger and each or any of them with power of substitution, proxies to vote all stock of the undersigned (including any shares held through the Company’s Automatic Dividend Reinvestment and Cash Payment Plan) at the Annual Meeting of Stockholders on Monday, May 18, 201521, 2018 at 10:00 a.m. at the Company’s Headquarters, 4 Irving Place, New York, NY, or at any adjournments or postponements thereof, as specified on the reverse side in the election of Directors and on the proposals, all as more fully set forth in the proxy statement, and in their discretion on any matters that may properly come before the meeting or at any adjournments or postponements thereof.
Your vote for the election of Directors may be indicated on the reverse side. Nominees are: 01 - Vincent A. Calarco, 02 - George Campbell, Jr., 03 - Michael J. Del Giudice, 0402 - Ellen V. Futter, 0503 - John F. Killian, 0604 - John McAvoy, 0705 - William J. Mulrow, 06 - Armando J. Olivera,08 07 - Michael W. Ranger, 0908 - Linda S. Sanford, 09 - Deirdre Stanley, and 10 - L. Frederick Sutherland.
THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE, BUT IF NO CHOICE IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ABOVE (PROPOSAL 1), AND “FOR” PROPOSALS 2 AND 3.
(Items to be voted appear on reverse side.)
Vote by Internet
• Go towww.investorvote.com/ED
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website |
Important Notice Regarding the Availability of Proxy Materials for the
Consolidated Edison, Inc. Annual Meeting of Stockholders to be Held on Monday, May 18, 201521, 2018
Under Securities and Exchange Commission rules, you are receiving this Notice that the proxy materials for the Consolidated
Edison, Inc. annual meeting of stockholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting of stockholders are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Consolidated Edison, Inc. proxy materials are available at:
Easy Online Access — A Convenient Way to View Proxy Materials and Vote
When you go online to view materials, you can also vote your shares.
Step 1:Go towww.investorvote.com/ED.
Step 2:Click on the icon on the right to view current meeting materials.
Step 3:Return to the investorvote.com window and follow the instructions on the screen to log in.
Step 4:Make your selection as instructed on each screen to select delivery preferences and vote.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials -– If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before Friday, May 8, 20154, 2018 to facilitate timely delivery.
020EEB02SG5A
Consolidated Edison, Inc. Annual Meeting of Stockholders Notice |
Consolidated Edison, Inc. Annual Meeting of Stockholders will be held on Monday, May 18, 201521, 2018 at Consolidated Edison, Inc., 4 Irving Place, New York, NY, 10003 at 10:00 a.m. EDT.
Proposals to be voted on at the Annual Meeting of Stockholders are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends a vote FOR all nominees listed, and FOR Proposals 2 and 3:
| 1. | Election of Directors |
1. Vincent A. Calarco
2. George Campbell, Jr.
3. Michael J. Del Giudice
4.2. Ellen V. Futter
5.3. John F. Killian
6.4. John McAvoy
7.5. William J. Mulrow
6. Armando J. Olivera
8.7. Michael W. Ranger
9.8. Linda S. Sanford
9. Deirdre Stanley
10. L. Frederick Sutherland
| 2. | Ratification of appointment of independent accountants. |
| 3. | Advisory vote to approve named executive officer compensation. |
PLEASE NOTE -– YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the Annual Meeting of Stockholders, please bring this notice with you.
Directions to the Consolidated Edison, Inc. Annual Meeting of Stockholders are available in the proxy statement which can be viewed at www.investorvote.com/ED.
| THIS NOTICE IS YOUR ADMISSION TICKET TO THE ANNUAL MEETING OF STOCKHOLDERS | |
Here’s how to order a copy of the proxy materials and select a future delivery preference:
Paper copies:Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
Emailcopies:Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.
PLEASENOTE:You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.
Internet - Go towww.investorvote.com/ED. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
| g | Internet– Go towww.investorvote.com/ED.Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. |
Telephone - Call us free of charge at1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
| g | Telephone– Call us free of charge at1-866-641-4276and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. |
Email - Send email toinvestorvote@computershare.com with “Proxy Materials Consolidated Edison, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
| g | Email– Send email toinvestorvote@computershare.comwith “Proxy Materials Consolidated Edison, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse side, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. |
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by Friday, May 8, 2015.4, 2018.
020EEB02SG5A
CONSOLIDATED EDISON, INC.
ANNUAL MEETING FOR HOLDERS AS OF 3/24/1523/18
TO BE HELD ON 5/18/1521/18
Your vote is important. Thank you for voting.
Read the Proxy Statement and have the the night before the meeting or cutoff date. Vote by Internet: www.proxyvote.com Vote by Phone: 1-800-454-8683 Vote by Mail: Use the envelope enclosed
|
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders. The following materials are available at www.proxyvote.com: Notice and Proxy Statement and Annual Report | ||||||||||||||||||
| The Board of Directors recommends a vote FOR all of the nominees listed (Proposal 1): | ||||||||||||||||||
| 1. | Election of Directors: | For | Against | Abstain | ||||||||||||||
| 1a. | ☐ | ☐ | ||||||||||||||||
| 1b. | ☐ | ☐ | ||||||||||||||||
| 1c. | ☐ | ☐ | ||||||||||||||||
| 1d. | ☐ | ☐ | ||||||||||||||||
| 1e. | ☐ | ☐ | ||||||||||||||||
| 1f. | ☐ | ☐ | ||||||||||||||||
| 1g. | ☐ | ☐ | ||||||||||||||||
| 1h. | ☐ | ☐ | ||||||||||||||||
| 1i. | ☐ | ☐ | ||||||||||||||||
| 1j. | L. Frederick Sutherland | ☐ | ☐ | |||||||||||||||
PLEASE “X” HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON
| ☐ | |||||||||||||||
vote FOR Proposals 2 and 3: | For | Against | Abstain | |||||||||||||
| 2. | Ratification of appointment of independent accountants. | ☐ | ||||||||||||||
| 3. | Advisory vote to approve named executive officer compensation. | ☐ | ||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date |
*** Exercise YourRightto Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on Monday, May 18, 2015.21, 2018.
| Meeting Information | ||||||||||||
| CONSOLIDATED EDISON, INC. |
Meeting
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Date: May
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| Location: | 4 Irving Place | |||||||||||
| New York, NY 10003 | ||||||||||||
You are receiving this communication because you hold shares in the company named above. | ||||||||||||
| This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at | ||||||||||||
  | We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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—Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||||||||||||||
NOTICE AND PROXY STATEMENT ANNUAL REPORT | ||||||||||||||
How to View Online: | ||||||||||||||
Have the information that is printed in the box marked by the arrow  (located on the following page) and visit: | ||||||||||||||
How to Request and Receive a PAPER orE-MAIL Copy: | ||||||||||||||
| If you want to receive a paper ore-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||||||||||||
1) BY |
www.proxyvote.com | |||||||||||||
| 2) BY | 1-800-579-1639 | |||||||||||||
| 3) BY | sendmaterial@proxyvote.com | |||||||||||||
* If requesting materials bye-mail, please send a blanke-mail with the information that is printed in the box marked by the arrow | ||||||||||||||
Requests, instructions and other inquiries sent to thise-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before Monday, May
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—How To Vote —
Please Choose One of the Following Voting Methods
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Vote By Internet: To vote now by Internet, go to
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  | Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
VoteInPerson:If you choose to vote these shares in person at the meeting, you must request a “
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| Voting Items | |||||||||||||||||||||||||||
The Board of Directors recommends a vote FOR all of the nominees listed (Proposal 1): | |||||||||||||||||||||||||||
1. Election of Directors:
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1a. |
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1b. |
| 2. | Ratification of appointment of independent accountants. | ||||||||||||||||||||||||
1c. |
| 3. | Advisory vote to approve named executive officer compensation. | ||||||||||||||||||||||||
1d. |
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1e. |
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1f. | Armando J. Olivera | ||||||||||||||||||||||||||
1g. | Michael W. Ranger | ||||||||||||||||||||||||||
1h. | Linda S. Sanford | ||||||||||||||||||||||||||
1i. | Deirdre Stanley | ||||||||||||||||||||||||||
1j. | L. Frederick Sutherland | ||||||||||||||||||||||||||
| Voting Instructions | ||||||||||||||||||
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Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
ProxiessubmittedbytheInternetortelephonemustbereceivedby1:00a.m.,
| ||||
Vote by Internet
• Go towww.investorvote.com/EDESP
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website | ||||
Vote by telephone
• Call toll free1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone.
• Follow the instructions provided by the recorded message. | ||||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
|
IFYOU HAVE HAVENOTVOTEDVIATHEINTERNETORTELEPHONE,FOLDALONGTHE PERFORATION, DETACH PERFORATION,DETACHANDRETURNTHE BOTTOM BOTTOMPORTIONINTHEENCLOSEDENVELOPE.
| A |
| 1. Election of Directors | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||
| 01 - | 06 - | For | Against | Abstain | ||||||||||||||||||||||||||
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| | 2. | Ratification of appointment of independent accountants. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
| | 3. | Advisory vote to approve named executive officer compensation. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
04 - John McAvoy | ☐ | ☐ | ☐ | 09 - Deirdre Stanley | ☐ | ☐ | ☐ | |||||||||||||||||||||||
05 - William J. Mulrow | ☐ | ☐ | ☐ | 10 - L. Frederick Sutherland | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| B | Non-Voting Items |
| Change of Address — Please print your new address below. | Comments — Please print your comments below. | Meeting Attendance | ||||||
| Mark the box to the right if you plan to attend the Annual Meeting of Stockholders. |
| C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as name(s) appears hereon. Full title of one signing in representative capacity should be clearly designated after signature. Names of all joint holders should be written even if signed by only one.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||||
/ / |
020EDC02SG6A
20152018 Annual Meeting Admission Ticket
20152018 Annual Meeting of
Consolidated Edison, Inc. Stockholders
Monday, May 18, 2015,21, 2018, 10:00 a.m. EDT
Consolidated Edison, Inc.
4 Irving Place, New York, NY 10003
This ticket admits only the named stockholder(s).
Please bring this admission ticket and a proper form of identification with you if attending the Annual Meeting of Stockholders.
YOUR VOTEIS IMPORTANT!IMPORTANT!
Pleasevotepromptlybytelephone,throughtheInternetorbycompletingandreturningtheattachedproxycard.
IFYOU HAVE HAVENOTVOTEDVIATHEINTERNETORTELEPHONE,FOLDALONGTHE PERFORATION, DETACH PERFORATION,DETACHANDRETURNTHE BOTTOM BOTTOMPORTIONINTHEENCLOSEDENVELOPE.
  |
Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 |
CONFIDENTIALVOTINGINSTRUCTIONS
TO TOCOMPUTERSHAREASPLANAGENT
FORTHECONSOLIDATEDEDISON,INC.STOCKPURCHASEPLAN AGENT(STOCKPURCHASEPLAN)
FOR THE CONSOLIDATED CONSOLIDATEDEDISON,INC. STOCK PURCHASE PLAN (STOCK PURCHASE PLAN)
CONSOLIDATED EDISON, INC.
PROXYSOLICITEDBY THEBOARDOF DIRECTORS DIRECTORSFORTHE
ANNUALMEETINGOF STOCKHOLDERS TO STOCKHOLDERSTOBEHELD ON MONDAY, MAY 18, 2015MONDAY,MAY21,2018
I hereby instruct Computershare, the Plan Agent for the Stock Purchase Plan, to vote (in person or by proxy) all of the shares of common stock of Consolidated Edison, Inc. (the Company), which are credited to my account under the Stock Purchase Plan, at the Annual Meeting of Stockholders of the Company to be held on Monday, May 18, 2015,21, 2018, and at any adjournments or postponements thereof on the following matters, all as more fully set forth in the proxy statement, as checked on the reverse side, and in its discretion upon such other matters as may properly come before the meeting or at any adjournments or postponements thereof. This form provides Voting Instructions for shares held in the Stock Purchase Plan. If signed, dated and returned, the shares of common stock of the Company represented by the Voting Instructions will be voted in accordance with the specifications given.
(Items to be voted appear on reverse side.)
  | CONSOLIDATED EDISON, INC. 4 NEW YORK, NY 10003 ATTN: | |
VOTING IS IMPORTANT. PLEASE VOTE TODAY.
Vote by Internet, phone or mail. Follow the instructions below.
VOTE BY INTERNET -www.proxyvote.comwww.proxyvote.com
Use the Internet to transmit these Voting Instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on Wednesday, May 13, 2015.16, 2018. Have this Voting Instruction form in hand when accessing the website and then follow the instructions.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit these Voting Instructions up until
11:59 P.M. Eastern Daylight Time on Wednesday, May 13, 2015.16, 2018. Have this
Voting Instruction form in hand when calling and then follow the instructions.
VOTE BY MAIL
Mark, sign and date this Voting Instruction form and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, by Wednesday, May 13, 2015.16, 2018. Do not vote by mail if Voting Instructions were previously transmitted by Internet or phone.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M83890-P62637E39497-P04848 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS VOTING INSTRUCTION FORM IS VALID ONLY WHEN SIGNED AND DATED.
| CONSOLIDATED EDISON, INC. | ||||||||||||
The Board of Directors recommends a vote FOR all of the nominees listed (Proposal 1): | ||||||||||||
| 1. | Election of Directors: | For | Against | Abstain | ||||||||
| 1a. | ||||||||||||
| 1b. | ||||||||||||
| 1c. | ||||||||||||
| 1d. | ||||||||||||
| 1e. | ||||||||||||
| 1f. | ||||||||||||
| 1g. | ||||||||||||
| 1h. | ||||||||||||
| 1i. | ||||||||||||
| 1j. | L. Frederick Sutherland | |||||||||||
| For | Against | Abstain | |||||||||
| 2. | Ratification of appointment of independent accountants. | |||||||||||
| 3. | Advisory vote to approve named executive officer compensation. | |||||||||||
Please sign exactly as the name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
ADMISSION TICKET
Annual Meeting of Stockholders of
CONSOLIDATED EDISON, INC.
MONDAY, MAY 18, 201521, 2018 10:00 a.m.
4 Irving Place
New York, NY 10003
Thisticket admitsonlythenamedstockholder(s).Pleasebringthisadmissionticket anda
properformofidentificationwithyouifattendingthemeeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders:
The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com.www.proxyvote.com.
M83891-P62637E39498-P04848
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CONFIDENTIAL VOTING INSTRUCTIONS
To Vanguard Fiduciary Trust Company as Trustee under the Consolidated Edison Thrift Savings Plan (Thrift Savings Plan) and the Con Edison Tax Reduction Act Stock Ownership Plan (TRASOP Plan)
CONSOLIDATED EDISON, INC. Annual Meeting of Stockholders Monday, May This proxy is solicited by the Board of Directors
Vanguard Fiduciary Trust Company, the Trustee of the Thrift Savings Plan and TRASOP Plan (together, the Plans), is instructed to vote (in person or by proxy) all of the shares of common stock of Consolidated Edison, Inc. (the Company), which are credited to the account under the Plans, at the Annual Meeting of Stockholders of the Company to be held on Monday, May
If shares are held in the Plans and these Voting Instructions are not returned to the Trustee by Wednesday, May
Continued and to be signed on reverse side
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