=================================================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2005 EDISON INTERNATIONAL (Exact name of registrant as specified in its charter) CALIFORNIA 001-9936 95-4137452 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2244 Walnut Grove Avenue (P.O. Box 800) Rosemead, California 91770 (Address of principal executive offices, including zip code) 626-302-2222 (Registrant's telephone number, including area code) =================================================================================================================== Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Page This current report includes forward-looking statements. These forward looking statements are based on current expectations and projections about future events based on knowledge of facts as of the date of this current report and assumptions about future events. These forward-looking statements are subject to various risks and uncertainties that may be outside the control of Edison International. Edison International has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement As reported in Edison International's Current Report on Form 8-K filed December 22, 2004, the Edison International Compensation and Executive Personnel Committee (the "CEP") approved target annual incentives and goals for 2005 for executive officers under the Edison International Executive Incentive Compensation Plan (the "Plan") on December 16, 2004. Under the Plan, annual incentive compensation is determined on the basis of company, organizational and individual performance relative to corporate goals. At its meeting on May 19, 2005, the CEP revised the Plan goals in place for 2005 based on updates to general corporate goals approved by the Board of Directors. A copy of the revised goals for 2005 is attached hereto as Exhibit 99.1. Such information is incorporated herein by reference. On May 19, 2005, the Board of Directors of Edison International adjusted director compensation as described in the Edison International Director Compensation Schedule, as adopted May 19, 2005, and adopted terms and conditions governing the 2005 Director Nonqualified Stock Options. The compensation schedule and the terms and conditions are attached hereto as Exhibits 99.2 and 99.3, respectively. Such information is incorporated herein by reference. Page 2 Section 5 - Corporate Governance and Management Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On May 19, 2005, the Board of Directors of Edison International elected Linda G. Sullivan to serve as Vice President and Controller of Edison International, effective at the open of business June 1, 2005. She will replace Thomas M. Noonan, currently Vice President and Controller of Edison International and Vice President, Chief Financial Officer and Controller of Southern California Edison Company ("SCE"), who will become Senior Vice President and Chief Financial Officer of SCE, an Edison International subsidiary which is an investor owned utility company. Mrs. Sullivan was also elected by the Board of Directors of SCE to serve as Vice President and Controller of SCE, effective at the open of business June 1, 2005. Mrs. Sullivan is 41 years of age and has served as Assistant Controller of Edison International since May 2002, and Assistant Controller of SCE since March 2005. Since 1991, Mrs. Sullivan has worked for Edison International in a variety of progressive management positions including responsibilities in accounting, finance, business planning and budgeting, external financial reporting, and regulatory and Sarbanes-Oxley compliance. She served as a manager in the Controllers department of Edison International from September 1999 until she began serving as Assistant Controller. Mrs. Sullivan also acted as Controller of Edison Select, an Edison International indirect subsidiary engaged in the business of offering retail products and services, from September 1999 through August 2001. Edison Select was sold in August 2001. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits See the Exhibit Index below. Page 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EDISON INTERNATIONAL (Registrant) /s/ THOMAS M. NOONAN ------------------------------- THOMAS M. NOONAN Vice President and Controller Date: May 25, 2005 EXHIBIT INDEX Exhibit No. Description - ----------------------- ------------------------------------------------------------------------------------- 99.1 2005 performance goals for the Edison International Executive Incentive Compensation Plan, as adopted May 19, 2005. - ----------------------- ------------------------------------------------------------------------------------- 99.2 Edison International Director Compensation Schedule, as adopted May 19, 2005. - ----------------------- ------------------------------------------------------------------------------------- 99.3 Edison International Director Nonqualified Stock Options 2005 Terms and Conditions. - ----------------------- -------------------------------------------------------------------------------------
Edison International (EIX) 8-KEntry into a Material Definitive Agreement
Filed: 25 May 05, 12:00am