Payment Upon Retirement for Mr. LonghiTABLE OF CONTENTS
Mr. Longhi retired effective October 1, 2015. Mr. Longhi retains his performance restricted stock unit awards for the 2014-2016 | | | Compensation Committee Report and Compensation Risk Management |
COMPENSATION COMMITTEE REPORT |
The Management Development and the 2015-2017 performance cycles. PaymentCompensation Committee of the performance restricted stock units will be based on the attainmentBoard 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. See “Outstanding Equity Awards Table” on page 49.
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 | | QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING AND VOTING |
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QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING AND VOTING
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PROXY MATERIALS
What Are The Proxy Materials?
The Proxy Materials include the following:
The Annual Report to StockholdersDirectors of the Company which includeshas reviewed and discussed the consolidated financial statementsCompensation Discussion and accompanying notesAnalysis (the “CD&A”) for 2023 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 on Form 10-K for the year ended December 31, 2015,2023 and this Proxy Statement.
Management Development and Compensation Committee:
Deirdre Stanley (Chair)
John F. Killian
Dwight A. McBride
William J. Mulrow
Michael W. Ranger
L. Frederick Sutherland
COMPENSATION RISK MANAGEMENT |
As an annual practice, and in 2023, 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, could potentially have a material adverse effect on the Company’s risk management by creating 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, it has been determined that 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:
| ▪ | recoupment policies applicable to all Company Named Executive Officers and officers with respect to incentive-based and non-incentive-based compensation; |
| ▪ | annual and long-term incentives under the Company’s compensation programs appropriately balanced between annual and long-term financial performance goals; |
| ▪ | annual and long-term incentives tied to multiple performance goals to reduce undue weight on any one goal; |
| ▪ | non-financial performance factors used to determine 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 for 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 including for executives and restrictions on shorting, hedging, and pledging Company securities that further the long-term interests of stockholders. |
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The Company is required by SEC rule (Item 402(u) of Regulation S-K) to disclose the median 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 has elected to identify its median employee every three years unless a significant change in the Company’s employee population or employee compensation arrangements has occurred and the last time a median employee was selected was in 2021. For 2024, in order to identify its median employee, the Company reviewed its entire workforce (excluding the Chief Executive Officer, Timothy P. Cawley), consisting of 14,650 full- and part-time employees of the Company and its subsidiaries as of December 31, 2023 and the Company’s median employee was identified by a consistently applied compensation measure using earnings as reported on Internal Revenue Service Form W-2. In making this determination, the Company annualized the compensation of all employees hired during 2023 and did not make any cost of living adjustments. This was the same methodology used in the past to identify the Company’s median employee.
For 2023, the annual total compensation of the Company’s median employee, as calculated using Summary Compensation Table requirements, was $224,220 and the annual total compensation of the Chief Executive Officer as set forth in the Summary Compensation Table was $16,176,871, including $88,582 and $5,828,405, respectively, that represent the change in pension value for the median employee and for Mr. Cawley. Based on this information, 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 72 to 1.
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| | | Pay Versus Performance Disclosure |
Pay Versus Performance Disclosure
The following table sets forth information regarding the Company’s performance, compensation per the Summary Compensation Table (SCT), and the compensation actually paid (CAP) to our named executive officers, as calculated in accordance with the SEC’s Pay-Versus-Performance (“PvP”) disclosure rule (Item 402(v) of Regulation S-K).
Pay Versus Performance Table
2023 | | | $16,176,871 | | | N/A | | | $12,099,258 | | | N/A | | | $3,975,767 | | | $3,097,370 | | | $116.72 | | | $111.59 | | | $2,519,000 | | | $5.07 |
2022 | | | $9,592,297 | | | N/A | | | $15,950,905 | | | N/A | | | $2,944,374 | | | $4,757,406 | | | $118.04 | | | $120.09 | | | $1,660,000 | | | $4.57 |
2021 | | | $10,342,198 | | | N/A | | | $11,580,540 | | | N/A | | | $2,915,228 | | | $3,326,277 | | | $102.07 | | | $118.24 | | | $1,346,000 | | | $4.39 |
2020 | | | $7,463,464 | | | $15,756,548 | | | $1,696,155 | | | $657,256 | | | $2,499,992 | | | $1,634,554 | | | $83.01 | | | $100.48 | | | $1,101,000 | | | $4.18 |
Footnotes:
(1)
| In determining the CAP to our NEOs, the Company is required to make various adjustments to amounts that have been previously reported in the SCT in previous years, as the PvP rule’s valuation methods for this section differ from those required in the SCT. The tables below show the amounts that were deducted and added to SCT total compensation to calculate CAP. The large difference in SCT and CAP values for Mr. McAvoy in 2020 were partially driven by his retirement in December 2020, which caused prorated portions of his outstanding stock awards to be forfeited and reduced their CAP value for 2020 significantly, in addition to the large pension value differences between SCT and CAP amounts. |
PEO SCT Total to CAP Reconciliation (Cawley):
Total Compensation as reported in SCT | | | $16,176,871 | | | $9,592,297 | | | $10,342,198 | | | $7,463,464 |
Subtract pension values reported in SCT | | | $(5,828,405) | | | $— | | | $(1,500,611) | | | $(4,696,808) |
Subtract fair value of equity awards granted during fiscal year | | | $(6,661,780) | | | $(6,076,950) | | | $(5,551,295) | | | $(1,483,852) |
Add pension value attributable to fiscal year’s service and any change in pension value attributable to plan amendments made in the fiscal year | | | $215,044 | | | $164,521 | | | $246,088 | | | $98,552 |
Add fair value of equity compensation granted in fiscal year – value at year-end | | | $7,472,792 | | | $8,196,063 | | | $8,004,570 | | | $1,081,350 |
Add dividends paid on unvested shares/share units and stock options | | | $— | | | $— | | | $— | | | $— |
Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | | | $1,292,556 | | | $4,122,354 | | | $(20,396) | | | $(958,666) |
Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | | | $(567,820) | | | $(47,380) | | | $59,986 | | | $192,115 |
Subtract fair value of forfeited awards determined at end of prior fiscal year for awards made in prior fiscal years that were forfeited during current fiscal year | | | $— | | | $— | | | $— | | | $— |
Compensation Actually Paid to PEO | | | $12,099,258 | | | $15,950,905 | | | $11,580,540 | | | $1,696,155 |
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| | | Pay Versus Performance Disclosure |
PEO SCT Total to CAP Reconciliation (McAvoy):
Total Compensation as reported in SCT | | | N/A | | | N/A | | | N/A | | | $15,756,548 |
Subtract pension values reported in SCT | | | N/A | | | N/A | | | N/A | | | $(6,390,264) |
Subtract fair value of equity awards granted during fiscal year | | | N/A | | | N/A | | | N/A | | | $(6,308,838) |
Add pension value attributable to fiscal year’s service and any change in pension value attributable to plan amendments made in the fiscal year | | | N/A | | | N/A | | | N/A | | | $260,514 |
Add fair value of equity compensation granted in fiscal year – value at year-end | | | N/A | | | N/A | | | N/A | | | $1,532,925 |
Add dividends paid on unvested shares/share units and stock options | | | N/A | | | N/A | | | N/A | | | $— |
Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | | | N/A | | | N/A | | | N/A | | | $(5,490,290) |
Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | | | N/A | | | N/A | | | N/A | | | $1,296,661 |
Subtract fair value of forfeited awards determined at end of prior fiscal year for awards made in prior fiscal years that were forfeited during current fiscal year | | | N/A | | | N/A | | | N/A | | | $— |
Compensation Actually Paid to PEO | | | N/A | | | N/A | | | N/A | | | $657,256 |
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
Total Compensation as reported in SCT | | | $3,975,767 | | | $2,944,374 | | | $2,915,228 | | | $2,499,992 |
Subtract pension values reported in SCT | | | $(627,419) | | | $— | | | $(239,098) | | | $(317,837) |
Subtract fair value of equity awards granted during fiscal year | | | $(1,726,726) | | | $(1,447,991) | | | $(1,283,438) | | | $(983,412) |
Add pension value attributable to current years’ service and any change in pension value attributable to plan amendments made in the current year | | | $89,039 | | | $98,261 | | | $101,242 | | | $17,710 |
Add fair value of equity compensation granted in current year – value at year-end | | | $1,264,907 | | | $1,950,109 | | | $1,840,223 | | | $732,333 |
Add dividends paid on unvested shares/share units and stock options | | | $— | | | $— | | | $— | | | $— |
Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | | | $225,166 | | | $1,264,090 | | | $7,692 | | | $(435,834) |
Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | | | $174,492 | | | $(51,437) | | | $(15,572) | | | $121,602 |
Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | | | $(277,856) | | | $— | | | $— | | | $— |
Compensation Actually Paid to NEO | | | $3,097,370 | | | $4,757,406 | | | $3,326,277 | | | $1,634,554 |
(2)
| The non-principal executive officer (PEO) named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals for each of the years shown: |
| ▪ | 2023: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke, M. Noyes |
| ▪ | 2022: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke |
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| | | Pay Versus Performance Disclosure |
| ▪ | 2021: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke |
| ▪ | 2020: R. Hoglund, D. Donnley, R. Sanchez, M. Noyes |
(3)
| Pursuant to the SEC’s PvP rule, the comparison assumes $100 was invested on December 31, 2019 in the Company’s Common Stock. Historic stock price performance is not necessarily indicative of future stock performance. |
(4)
| Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. |
(5)
| Adjusted EPS is the financial measure from the tabular list of Company Performance Metrics below which in the Company’s assessment represents the most important financial and non-financial performance measures used by the Company to link CAP to the Company’s CEOs and NEOs for the years shown to the Company’s performance. Adjusted EPS as used in this Proxy Statement is a non-GAAP financial measure. Please refer to Appendix B for the Reconciliation of Non-GAAP Financial Measures. |
Most Important Financial Performance Measures
The list below represents the Company’s most important measures used to link compensation to performance:
Relative TSR |
Adjusted EPS |
Adjusted Net Income |
Operating Objectives |
Operating Budget |
Capital Budget |
(1)
| For further information regarding these Company performance metrics and their function in the Company’s executive compensation program, please see the “Compensation Discussion and Analysis” section of this Proxy Statement. |
Relationship between CAP and Company Performance
For all charts below, 2020 CEO Compensation is the sum of the amounts paid to Messrs. McAvoy and Cawley.
CAP vs. TSR
As shown in the chart below, the PEO and other information relatingNEOs’ CAP amounts are directionally aligned with the Company’s TSR. The Company’s lower TSR in 2020 relative to the S&P 500 Utilities Index aligned with lower CAP for the PEO and NEOs, while stronger performance in 2021 and 2022 aligned with higher CAP. A decrease in 2023 TSR relative to 2022 aligned with a decrease in CAP for the PEO and NEOs.
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| | | Pay Versus Performance Disclosure |
Relative TSR, which is identified in the Tabular List of Company Performance Metrics above, is an important financial performance measure used by the Company to link compensation to performance. It is a performance metric used in the Company’s financial conditionlong-term equity incentive awards, with a weighting of 50% for performance unit awards, which constitute the majority of equity-based compensation granted to the PEO and other NEOs. The relative TSR peer group used in the Company’s performance unit awards and the compensation peer group presented in the Pay Versus Performance Table are substantially similar. For further information regarding the Company’s relative TSR peer group, please refer to the “Competitive Positioning—Attraction and Retention” section of this Proxy Statement.
CAP vs. GAAP Net Income
The Company’s GAAP Net Income performance increased in 2021 and 2022 aligning directionally with higher CAP. It increased again in 2023, in part due to the impact of a one-time gain on the sale of the Clean Energy Business and CAP decreased.
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| | | Pay Versus Performance Disclosure |
CAP vs. Company Selected Measure
Adjusted EPS (non-GAAP) growth from 2020-2022 years aligned directionally with CAP at higher levels. Adjusted EPS also grew in 2023, while CAP decreased. Adjusted EPS is not determined in accordance with GAAP. Information on how the Company calculates Adjusted EPS is disclosed in Appendix B.
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| | | Approval of Company Stock Purchase Plan |
APPROVAL OF COMPANY STOCK PURCHASE PLAN |
Proposal No. 4 Approval of Company Stock Purchase Plan The Company’s stockholders are being requested to approve the Stock Purchase Plan to extend the plan term for an additional ten years and to authorize up to ten million (10,000,000) shares of Company Common Stock for issuance. The Stock Purchase Plan continues the provisions of the Company’s current stock purchase plan (the “Expiring Stock Purchase Plan as approved by the Company’s stockholders in May 2014, which includes amendments dated December 22, 2016, October 2, 2020 and December 24, 2020, which did not require stockholder approval), and to include updates reflecting market practice with respect to certain plan governance, administrative and operational provisions. New York Stock Exchange rules require stockholder approval for equity compensation plans such as the Stock Purchase Plan because the Company is authorizing Company Common Stock for issuance under the Stock Purchase Plan and extending the term of the Stock Plan through May 20, 2034.
The Stock Purchase Plan was reviewed by the Compensation Committee in consultation with its independent compensation consultant, Mercer and the Compensation Committee recommended that the Board of Directors approve, and the Board of Directors unanimously approved, the Stock Purchase Plan, subject to the approval of the Company’s stockholders at the Annual Meeting.
If approved by the Company’s stockholders at the Annual Meeting, the Stock Purchase Plan will become effective on May 20, 2024. The Company plans to file a Registration Statement on Form S-8 with the SEC to register the shares of Company Common Stock, effective upon and subject to stockholder approval of the Stock Purchase Plan, as soon as practicable following such stockholder approval of the Stock Purchase Plan.
The Expiring Stock Purchase Plan was approved by the Company’s stockholders at the Annual Meeting held on May 19, 2014 and is scheduled to expire on May 19, 2024. If approved by the Company’s stockholders at the Annual Meeting, the Stock Purchase Plan is scheduled to expire on May 20, 2034.
Description of the Stock Purchase Plan
The following is a summary of the material terms of the Stock Purchase Plan. Capitalized terms used in this summary have the meaning set forth in the Stock Purchase Plan. The complete text of the Stock Purchase Plan is set forth in Appendix D to this Proxy Statement, and stockholders are urged to review it together with the following information, which is qualified in its entirety by reference to Appendix D.
Purpose of the Stock Purchase Plan. The Stock Purchase Plan is a broad-based employee stock purchase plan providing eligible union and management employees of the Company and its participating affiliates and members of the Board of Directors of the Company with the opportunity to purchase shares of Company Common Stock with a discount from the prevailing market price of a share of Company Common Stock through matching contributions from the Company or its participating affiliates (referred to herein as a “Company matching contribution”) equal to 11.11 percent of a participant’s contribution. Approval of the Stock Purchase Plan will continue to allow purchases of shares of Company Common Stock to be made in a convenient manner, through payroll deductions or cash payments, and without any fees, commissions or charges payable by participants, other than the purchase price.
Term of the Stock Purchase Plan. The maximum term of the Stock Purchase Plan is ten years following approval by the Company’s stockholders, unless an extension of the term is subsequently approved by stockholders. If the Stock Purchase Plan is approved by stockholders at the Annual Meeting, the Stock Purchase Plan will continue in operation until May 20, 2034.
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| | | Approval of Company Stock Purchase Plan |
Eligibility and Participation. Employees of the Company and its participating affiliates are eligible to participate in the Stock Purchase Plan. In addition, members of the Board of Directors of the Company are also eligible. As of December 31, 2023, the eligible participants included approximately 14,000 employees, 10 executive officers of the Company and participating affiliates and 11 non-employee members of the Board of Directors of the Company. As of December 31, 2023, more than 58% of employees of the Company and its participating affiliates were participating in the Expiring Stock Purchase Plan.
Available Shares and Investment Limits. The maximum number of shares of Company Common Stock authorized for issuance pursuant to the Stock Purchase Plan is ten million (10,000,000), subject to adjustment by reason of stock split, spinoff, recapitalization, merger, consolidation, or similar corporate transaction that affects shares of Company Common Stock. Eligible participants, other than non-employee members of the Board of Directors of the Company, may contribute a percentage of their base pay of up to 20 percent of their pay through payroll deductions, subject to a maximum amount, excluding dividend reinvestments, of $25,000 during any calendar year. Non-employee members of the Board of Directors of the Company may invest under the Stock Purchase Plan through cash payments, subject to a maximum amount, excluding dividend reinvestments, of $25,000 during any calendar year. The maximum annual benefit under the Stock Purchase Plan available to a participant is $27,777.78 (excluding dividend reinvestments and brokerage commissions), based on the maximum annual Company matching contribution available to a participant who makes the maximum annual contribution of $25,000. Dividends paid on shares of Company Common Stock held under the Stock Purchase Plan are reinvested in additional shares, unless otherwise directed by the participant.
Source of Shares. Shares of Company Common Stock purchased under the Stock Purchase Plan may be authorized, but unissued, shares of Company Common Stock or treasury shares of Company Common Stock purchased directly from the Company by the agent that the Company appoints to administer the Stock Purchase Plan (“New Shares”), or shares of Company Stock purchased by the agent on any securities exchange where shares are traded, in the over-the-counter market, or in negotiated transactions (“Shares Purchased on the Open Market”).
Dilution. Total potential dilution (as a percentage of the 345,510,031 shares of Company Common Stock outstanding as of January 31, 2024) associated with the ten million (10,000,000) shares of Company Common Stock authorized under the Stock Purchase Plan is 2.9%. Under the Expiring Stock Purchase Plan, participants purchased 751,702 shares of Company Common Stock for $69.0 million in 2023; 744,932 shares of Company Common Stock for $68.2 million in 2022 and 957,866 shares of Company Common Stock for $70.3 million in 2021, including dividend reinvestments. Annual dilution in each of 2023 and 2022 was 0.2% and 0.3% in 2021. Annual dilution equals shares purchased divided by the number of shares of Company Common Stock outstanding at the beginning of the year. The actual dilution associated with the shares of Company Common Stock to be issued under the Stock Purchase Plan prior to its scheduled termination on May 20, 2034 is not determinable at this time, and will depend on the amounts invested by participants and the purchase price of the shares of Company Common Stock at various future dates. In addition, the Company may from time to time determine whether shares of Common Stock purchased under the Stock Purchase Plan will be Shares Purchased on the Open Market (which would not be dilutive) or New Shares. Potential dilution amount is a forward-looking statement. Forward-looking statements are not facts. Actual results may differ materially because of operations.factors such as those identified in reports the Company files with the SEC.
Purchase Price of Shares The purchase price to participants for Company Common Stock under the Stock Purchase Plan is calculated by the Stock Purchase Plan third-party agent as soon as practicable after the end of each calendar month, who will assign a stock price for any contributions made by payroll deduction during such calendar month, cash contributions received through the 15th of such calendar month, any dividends to be reinvested that calendar month, if any, and related contributions made by the Company or its participating affiliates. The price assigned to each share of Company Common Stock will be the closing price of a share of Company Stock on the last business day of such calendar month, as reported on the New York Stock Exchange. All brokerage commissions and other reasonable expenses of purchase incurred by the agent in the purchase of shares of Company Common Stock under the Stock Purchase Plan for participants are paid by the Company or its participating affiliates, as applicable, and are not included in the cost of the shares of Company Common Stock to the participants.
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| | | Approval of Company Stock Purchase Plan |
Company Matching Contributions. The Company or its participating affiliates contribute an amount equal to one-ninth of the amount invested by each participant (including dividend reinvestments)—$1 for each $9 invested. The maximum Company matching contribution available to a participant annually is $2,778 (excluding dividend reinvestment and brokerage commissions), which is available to participants who make the maximum annual contribution of $25,000.
Holding Period. A participant may at any time withdraw or dispose of shares of Company Common Stock held under the Stock Purchase Plan. However, if the shares of Company Common Stock have been held for less than one year, the participant is ineligible to make further investments under the Stock Purchase Plan (including dividend reinvestments) until the first day of the 13th calendar month following the calendar month during which the shares of Company Common Stock were purchased.
Modification and Termination of the Stock Purchase Plan. The Company reserves the right and power to suspend, terminate, amend or otherwise modify the Stock Purchase Plan; provided, however, that no suspension, termination, amendment or modification will restrict the right of any participant to withdraw all full shares of Company Common Stock held under the Stock Purchase Plan, and to receive the net proceeds, after expenses of sale, of any fractional shares of Company Common Stock held. Any amendment or other modification of the Stock Purchase Plan would, under the New York Stock Exchange listing standards, require stockholder approval if the amendment or modification constituted a material revision under the listing standards.
Other. The Stock Purchase Plan is not a qualified “employee stock purchase plan” under Sections 423 or 401(a) of the Internal Revenue Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974.
Plan Benefits. Because future rights to purchase Company Common Stock under the Stock Purchase Plan are discretionary and will be based upon prospective factors, including the amount of payroll deductions elected by participants, it is not presently possible to determine actual rights to purchase shares of Company Common Stock under the Stock Purchase Plan, including with respect to the Named Executive Officers.
U.S. Federal Income Tax Consequences
The following is a general summary as of the date of this Proxy Statement of the U.S. federal income tax consequences associated with the Stock Purchase Plan and is based on the statutory, regulatory and administrative interpretations as in effect as of such date, which are subject to change at any time (with possible retroactive effect). This summary is not intended to be exhaustive and does not discuss the tax consequences arising in the context of the participant’s death or the income tax laws of any other jurisdiction in which the participant’s income or gain may be taxable or the gift, estate or any other tax law other than U.S. federal income tax law. The federal tax laws are complex and subject to change and the tax consequences for any participant will depend on his or her individual circumstances. Participants are advised to consult their individual tax advisors concerning the tax implications of participation in the Stock Purchase Plan.
Company Matching Contributions. The aggregate amount of Company matching contributions contributed to a participant’s account under the Stock Purchase Plan in each year will constitute taxable wage income to the participant in the given year. The Company will be entitled to a deduction for amounts contributed by the Company and its participating affiliates with respect to a given year.
Dividends. Dividends, which are paid on shares of Company Common Stock purchased by a participant under the Stock Purchase Plan, will constitute taxable income to the participant in the year of payment, even if the dividends are reinvested and not distributed to the participant. The Company will not be entitled to a deduction for dividends paid with respect to the shares of Company Common Stock.
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| | | Approval of Company Stock Purchase Plan |
Taxes Upon Disposition of Shares. Any gain or loss realized by a participant upon disposition of shares of Company Common Stock purchased under the Stock Purchase Plan will constitute either long-term or short-term gain or loss to a participant in connection with the sale or exchange of a capital asset depending on the holding period. The gain or loss for a share of Company Common Stock will be the difference between the price the participant received upon disposition of the share of Company Common Stock and the purchase cost of the share of Company Common Stock as reported to a participant. The Company will not be entitled to a deduction upon disposition of the shares of Company Common Stock.
The Board recommends FOR Proposal No. 4
| | | Approval of Proposal No. 4 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting 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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| | | Equity Compensation Plan Information |
Equity Compensation Plan Information | | | (1) | | | (2) | | | (3) |
Equity compensation plans approved by security holders | | | | | | | | | |
2003 LTIP(a) | | | 35,819 | | | — | | | — |
2013 LTIP(b) | | | 1,595,201 | | | — | | | 2,725,420 |
2023 LTIP(b) | | | 25,653 | | | — | | | 9,974,347 |
Expiring Stock Purchase Plan(c) | | | — | | | — | | | 2,521,178 |
Total equity compensation plans approved by security holders | | | 1,656,673 | | | — | | | 15,220,945 |
Total equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 1,656,673 | | | — | | | 15,220,945 |
(a)
| The number of shares of Company Common Stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the Company’s stockholders in 2003 (the “2003 LTIP”) include 35,819 shares of Company Common Stock for stock unit awards made prior to 2013 that have vested and for which the receipt of shares of Company Common Stock was deferred. Amounts do not include shares of Company Common Stock that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. Outstanding awards had no exercise price. No new awards may be made under the 2003 LTIP. |
(b)
| The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2013 (the “2013 LTIP”) include: (A) outstanding awards made in 2014 and subsequent years (924,898 shares for performance restricted stock units and 345,199 shares for time-based restricted stock units); (B) 325,104 shares covered by outstanding directors’ deferred stock unit awards (which vested upon grant), and under the Long Term Incentive Plan approved by the company's shareholders in 2023 (the “2023 LTIP”), 25,653 shares covered by outstanding directors’ deferred stock unit awards (which vest upon grant). Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price. |
(c)
| Shares of Company Common Stock may be issued under the Expiring Stock Purchase Plan until May 19, 2024 (which is 10 years after the date of the annual meeting at which the Company’s stockholders approved the plan). |
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| | | Delinquent Section 16(A) Reports and Certain Information as to Insurance and Indemnification |
DELINQUENT SECTION 16(A) REPORTS |
Section 16(a) of the Exchange Act requires that the Company’s directors and executive officers and persons who own more than ten percent of the Company’s Common Stock file reports with the SEC of their ownership in the equity securities of the Company and of changes in that ownership. SEC regulations also require the Company to identify in this Proxy Statement any person subject to this requirement who failed to file any such report on a timely basis. To the Company’s knowledge, based solely on a review of the filed reports and written representations that no other reports are required, the Company believes that each of its directors and executive officers complied with all such filing requirements during 2023, except one de minimis sale of common stock was executed by Christina Ho on December 5, 2023 and inadvertently not timely reported by the officer.
CERTAIN INFORMATION AS TO INSURANCE AND INDEMNIFICATION |
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, 2023, the Company purchased directors and officers liability insurance (“D&O Liability Insurance”) for a one-year term providing for reimbursement, with certain exclusions and deductions, to: (i) the Company and its subsidiaries for payments they make to indemnify Directors, Trustees, officers, and assistant officers of the Company and its subsidiaries, (ii) 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 (iii) the Company and its subsidiaries for any payments they make resulting from a securities claim. The insurers are: ACE American Insurance Company, Allianz Global Risks US Insurance Company, Associated Electric & Gas Insurance Services Limited, Arch Insurance Company, Axis Insurance Company, Beazley Insurance Company, Inc., Continental Casualty Company, Endurance American Insurance Company, Endurance Assurance Corporation, Everest National Insurance Company, Markel American Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., Travelers Casualty and Surety Company of America, U.S. Specialty Insurance Company, AXA XL 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, 2023 amounts to $3,620,122. The Company also purchased from Associated Electric & Gas Insurance Services Limited, Arch Insurance Company, Axis Insurance Company, Energy Insurance Mutual, Great American 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, 2024, 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 (“Fiduciary Liability Insurance”). The cost of such coverage was $870,990. Premiums for both D&O Liability Insurance and Fiduciary Liability Insurance do not include the applicable taxes.
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| | | Questions and Answers About the 2024 Annual Meeting and Voting |
QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND VOTING |
What Are The Proxy Materials?
The Proxy Materials include the following:
| ▪ | The Annual Report to Stockholders of the Company, which includes the consolidated financial statements and accompanying notes for the year ended December 31, 2023, 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,
orand a voter instruction form for use at the
20162024 Annual Meeting.
Why Am I Receiving
Thethe Proxy Materials?
The Proxy Materials are
being provided to
all stockholders
(as of the record date) of the Company on or about April
4, 2016,10, 2024 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.SEC. We are providing the Proxy Materials to our stockholders by mail,
e-mail,email, or in accordance with the
Securities and Exchange Commission’sSEC’s “Notice and Access” rule.
Why Did I Receive
Thethe Proxy Materials
In Thein the Mail?
We are providing somepaper copies of our stockholders, includingthe Proxy Materials to those stockholders who have previously requested to receive paper copies of the Proxy Materials, with paper copies of the Proxy Materials.copies. You may also access the Proxy Materials and vote online at the Internet address provided on the proxy card or the voter instruction form.form and the virtual meeting website: www.virtualshareholdermeeting.com/ED2024. If you do not want to receive paper copies of proxy materials on an ongoing basis, please followsign up for electronic delivery by following the instructions for Internet voting on your proxy card or voter instruction form.
Why Did I Receive E-Mail Delivery Of Theof the Proxy Materials?
We are providing e-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.website and to stock plan participants with email addresses on file.
Why Did I Receive
Aa Notice
Ofof Internet Availability
Ofof Proxy Materials?
To reduce the environmental impact of our Annual Meeting, we are providing the Proxy Materials over the Internet.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.
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Can I Request A Paper Copy Of The Proxy Statement And Annual Report?
The Company’s Proxy Statement and Annual Report are available on our website at
www.conedison.com/investorreportsen/investors/shareholder-services.A copy of these materials is also available without charge upon written request 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.
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58 | | CONSOLIDATED EDISON, INC. –Proxy Statement |
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| | QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING AND VOTING |
I Share Anan Address With Another Stockholder, Andand We Received Only One Copy Of Theof the Proxy Materials. How May I Obtain An Additional Copy?
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, registered holders of Company Common Stock who have the same address and last name and who receive either a Notice of Internet Availability or a paper copy of the Proxy Materials in the mail will receive only one copy of the Proxy Materials, or a single envelope containing the Notice of Internet Availability, for all stockholders at that address. This consolidated method of delivery will continue unless we are notified from a stockholder at that address that individual copies are preferred. Householding allows us to realize significant cost savings and reduces the amount of duplicate information stockholders receive.
If you are a registered holder of Company Common Stock
and wish to discontinue householding, please notify 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.Company’s Transfer Agent and Registrar, by calling 1-800-522-5522.
If you
hold yourare a beneficial holder of Company Common Stock
who holds Company Common Stock through
an intermediary, such as a broker, bank, or other financial institution,
(“broker”), your broker may deliver only one copy of the Proxy Materials or Notice of Internet Availabilityand wish to
multiple stockholders who share an address unless contrary instructions are received. If you would like to receive a separate copy of the Proxy Materials or Notice of Internet Availability, or if you would like to receive separate copies for future meetings,discontinue householding, please submit a request to Broadridge Householding Department by telephone at 1-866-540-7095 or by mail at 51 Mercedes Way,
Englewood,Edgewood, NY
11717, and your requested material(s) will be delivered promptly. If you currently receive separate copies of these materials and wish to receive a single copy in the future, please contact your broker.11717.
Who Pays
Thethe Cost
Ofof Soliciting Proxies
For Thefor the Annual Meeting?
The Company will pay the expenses associated with theis bearing all costs of solicitation of proxies. The solicitation of proxiesand is being madenot using services provided by, mail, telephone, the Internet, electronic transmission, or overnight delivery. The expense associatedpaying fees to, a third-party company in connection with the solicitation of proxies will include reimbursementother than as discussed herein as to Broadridge Financial Solutions, Inc. for postageproxy solicitation, administration, virtual meeting and clerical expenses to brokerage housesInspector of Election services.
Voting and
other custodians, nominees or fiduciaries for forwarding Proxy Materials and other documents to beneficial owners of stock held in their names. Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, has been retained to assist inRelated Matters When Is the
solicitation of proxies. The estimated cost of Morrow’s services is $22,000 plus distribution costs and other costs and expenses.VOTING AND RELATED MATTERS
What Is The Record Date?
The Board of Directors has established March 22, 201625, 2024 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 Do I Have?
You are entitled to one vote on each proposal presented at the Annual Meeting for each outstanding share of Company Common Stock
that you owned on the record date.
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 293,878,287 shares of Company Common Stock that were outstanding on the record date.
How Many Votes Must Be Present
Toto Hold
Thethe Annual Meeting?
To constitute a quorum to transact business at the Annual Meeting, the holders of a majority of the shares of Company Common Stock entitled to vote at the Annual Meeting or 146,939,144, must be present in personat the Annual Meeting, either by means of remote communication or by proxy. We urgestrongly recommend that you to vote by proxy even if you plan to attendin advance of the Annual Meeting so that we will know as soon as possible that enough votes will be present to hold the meeting. Abstentions and broker non-votes are counted in the determination of thea quorum.
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| | | Questions and Answers About the 2024 Annual Meeting and Voting |
How Do I 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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CONSOLIDATED EDISON, INC. –If you received a printed copy of the Proxy Statement | | 59Materials, 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. |
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| | QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING AND VOTINGIf 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. |
| ▪ | If you received an e-mail notification, please click on the link provided in the e-mail notification and follow the instructions on how to vote. |
| ▪ | You may vote your shares at the Annual Meeting. Your 16-digit control number will grant you access to the virtual Annual Meeting website (www.virtualshareholdermeeting.com/ED2024). In order to vote your shares at the Annual Meeting, you must click on the link www.proxyvote.comand input the 16-digit control number you received in your proxy materials. |
If you received an e-mail notification, please click on the link provided in the e-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 proxy card, voter instruction form, Notice of Internet Availability, proxy card or voter instruction form,e-mail notification, as applicable.
If My Shares Are Held By
My Broker,an Intermediary, Can My Shares Be Voted
If I Don’t Instruct My Broker?Without Instruction?
The
Securities and Exchange CommissionSEC has approved a New York Stock Exchange rule that affects the manner in which your broker,
bank, or other financial Institution may vote your shares. Your broker,
bank, or other financial Institution may not vote on your behalf for the election of directors or compensation-related matters unless you provide specific voting instructions to
your broker.them. For your vote to be counted, you need to communicate your voting decisions to your broker,
bank, or other financial Institution, in the manner prescribed by
your broker,them, 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,
bank, or other financial institution 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.
If I Am A Registered Holder Of Company Common Stock, What If I Don’t Vote For One
Oror More
Of Theof 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:
•▪ | | forthe election of the tentwelve Director nominees;
|
•▪ | | forthe ratification of the appointment of independent accountants; and
|
•▪ | | forthe advisory vote to approve named executive officer compensation.compensation; and
|
| ▪ | for the vote to approve the Company’s Stock Purchase Plan. |
Can I 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, youYou may also revoke or change your vote by appearing atattending the Annual Meeting, and voting in person. Attendance atclicking on the link www.proxyvote.comand inputting your 16-digit control number and voting.
Who Tabulates The Votes?
Votes will be tabulated by Broadridge Financial Solutions, Inc. as Inspector of Election for the Annual Meeting.
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Annual Meeting
without voting will not by itself revoke a proxy.ANNUAL MEETING INFORMATION
Information
What Is
The Location, Date,
Andand Time
Of Theof the Annual Meeting?
The Annual Meeting will be held
at the Company’s principal executive offices at 4 Irving Place, New York, New York 10003,virtually on Monday, May
16, 2016,20, 2024, at 10:00 a.m.
Where Can I Find Directions To The Annual Meeting?
Directions, Eastern Daylight Time.
We plan to
hold the Annual Meeting
areby means of remote communication only at www.virtualshareholdermeeting.com/ED2024. Online check-in will be available
approximately 15 minutes before the Annual Meeting starts. If you encounter any difficulties accessing the virtual Annual Meeting website during the check-in or Annual Meeting time, please call the technical support number that will be posted on
our website atwww.conedison.com/investorreports.the log-in page.
Who Can Attend The Annual Meeting?
Attendance at the Annual Meeting will be limited to holders of Company Common Stock on March
22, 2016,25, 2024, the record date, the authorized representative (one only) of an absent stockholder and invited guests of management.
How Do I
Need A 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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60 | | CONSOLIDATED EDISON, INC. –Proxy Statement |
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| | QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING AND VOTING |
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 theThe 2024 Annual Meeting a copy of a brokerage or other statement reflecting your stock ownership as of the record date.
will be held virtually at www.virtualshareholdermeeting.com/ED2024.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 an e-mail notification, please access the Proxy Materials by clicking on the link provided in the e-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 toAll stockholders may attend the Annual Meeting by registering in advance and printing your admission ticket by visitingwww.proxyvote.com and followingusing their 16-digit control number to gain access to the instructions provided (you will need the 16 digit number included on your proxy card, voter instruction form or Notice of Internet Availability).
virtual Annual Meeting website. You may be asked to present valid picture identification to gain entrancesubmit a question to the Company through the virtual 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?
Meeting website. In order to assure the holding of a fair and orderly meeting and to accommodate as many stockholders as possible who may wish to speakvote your shares at the Annual Meeting, managementyou must click on the link www.proxyvote.comand input the 16-digit control number you received in your proxy materials. Online check-in for the virtual Annual Meeting website 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, nor similar items may be brought to the meeting room. Many cellular phones have built-in digital cameras, and, while these phones may be brought intoavailable approximately 15 minutes before the Annual Meeting starts. If you encounter any difficulties accessing the camera functionvirtual Annual Meeting website during the check-in or Annual Meeting time, please call the technical support number that will be posted on the log-in page.
All stockholders may submit a question to the Company through the virtual Annual Meeting website. Questions pertinent to meeting matters will be addressed during the Annual Meeting, subject to time constraints. Questions that relate to proposals that are not be used at any time. Recordingproperly before the Annual Meeting, relate to matters that are not a proper subject for action by stockholders, are irrelevant to the Company’s business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question made by another stockholder, or are not otherwise suitable for the conduct of the Annual Meeting is prohibited. Suitcases, briefcases, packages, and other items may be subject to inspection.
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CONSOLIDATED EDISON, INC. –Proxy Statement | | 61 |
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| | CERTAIN INFORMATION AS TO INSURANCE AND INDEMNIFICATION |
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CERTAIN INFORMATION AS TO INSURANCE AND INDEMNIFICATION
|
No stockholder action is required with respect toas determined in 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, 2015, 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 officerssole discretion of the Company, will not be addressed. Additional rules of conduct and its subsidiaries, (b) Directors, Trustees, officers,procedures may apply during the Annual Meeting and assistant officerswill be available for losses, costs and expenses incurred by themyou to review 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 costadvance of the D&O Liability insurance formeeting at www.virtualshareholdermeeting.com/ED2024. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted online and answered at www.conedison.com/en/investors/shareholder-services. The questions and answers will be available as soon as practical after the meeting and will remain available until one year from December 2, 2015 amountsweek after posting.
What If I Have Trouble Accessing The Annual Meeting Virtually?
The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. If participating via a wireless connection, participants should ensure that they have a strong WiFi connection wherever they intend to $3,891,329. 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, 2016, insuringparticipate in the Directors, Trustees, officers, assistant officers and employeesmeeting. We encourage you to access the virtual Annual Meeting website 15 minutes prior to the start 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 fromAnnual Meeting to check-in online. If you encounter any difficulties accessing the administration ofvirtual Annual Meeting website during the employee benefit plans ofcheck-in or Annual Meeting time, please call the Company and its subsidiaries. The cost of such coverage was $838,216.technical support number that will be posted on the log-in page.
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62 | | CONSOLIDATED EDISON, INC. –Consolidated Edison, Inc. Proxy Statement103
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(located on the following page) and visit:
available and follow the instructions.
