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): October 24, 2019
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Commission File Number | | Exact Name of Registrant as specified in its charter | | State or Other Jurisdiction of Incorporation or Organization | | IRS Employer Identification Number |
| 1-9936 | | EDISON INTERNATIONAL | | California | | 95-4137452 |
| 1-2313 | | SOUTHERN CALIFORNIA EDISON COMPANY | | California | | 95-1240335 |
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| 2244 Walnut Grove Avenue | | 2244 Walnut Grove Avenue |
| (P.O. Box 976) | | (P.O. Box 800) |
| Rosemead, | California | 91770 | | Rosemead, | California | 91770 |
| (Address of principal executive offices) | | (Address of principal executive offices) |
| (626) | 302-2222 | | | (626) | 302-1212 | |
| (Registrant's telephone number, including area code) | | (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Edison International:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | EIX | NYSE | LLC |
Southern California Edison Company:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Cumulative Preferred Stock, 4.08% Series | SCEpB | NYSE American LLC |
| Cumulative Preferred Stock, 4.24% Series | SCEpC | NYSE American LLC
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| Cumulative Preferred Stock, 4.32% Series | SCEpD | NYSE American LLC
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| Cumulative Preferred Stock, 4.78% Series | SCEpE | NYSE American LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
Director Election
On October 24, 2019, the Boards of Directors of Edison International and Southern California Edison Company ("SCE") elected Carey A. Smith to serve as an independent Director of Edison International and of SCE, effective October 24, 2019. Ms. Smith will serve on the Boards' Safety and Operations Committee and Compensation and Executive Personnel Committee.
There is no arrangement or understanding between Ms. Smith and any other person pursuant to which she was elected as a Director. In connection with her service, Ms. Smith will be compensated as a non-employee Director pursuant to the Edison International and SCE Director Compensation Schedule. Ms. Smith’s initial equity award pursuant to the Director Compensation Schedule will be pro-rated to reflect that she is joining the Boards in the fourth quarter of the fiscal year. Ms. Smith does not have any relationship or related party transaction with Edison International or SCE that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
Edison International has issued a press release announcing the election of Ms. Smith to the Boards. A copy of the press release is furnished as Exhibit 99.1 to this report.
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| Item 9.01 | Financial Statements and Exhibits |
EXHIBIT INDEX
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| Exhibit No. | Description |
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| 99.1 | |
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| 104 | The cover page of this report formatted in Inline XBRL (included as Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | EDISON INTERNATIONAL |
| | (Registrant) |
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| | /s/ Aaron D. Moss |
| | Aaron D. Moss |
| | Vice President and Controller |
Date: October 24, 2019
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| | SOUTHERN CALIFORNIA EDISON COMPANY |
| | (Registrant) |
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| | /s/ Aaron D. Moss |
| | Aaron D. Moss |
| | Vice President and Controller |
Date: October 24, 2019
