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.    )

Filed by the Registrant    ☒

Filed by a party other than the Registrant    ☐

Check the appropriate box:

CONSOLIDATED EDISON, INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Consolidated Edison, Inc.

4 Irving Place

New York, NY 10003

John McAvoy

Chairman of the Board

April 3, 20176, 2020

Dear Stockholders:

You are cordially invited to attend theThe Annual Meeting of Stockholders of Consolidated Edison, Inc. We hope that you will joinwith the Board of Directors and the Company’s management is scheduled for Monday, May 18, 2020, at 10:00 a.m., Eastern Daylight Time, in person at the Company’s Headquarters at 4 Irving Place, New York, New York, on Monday, May 15, 2017, at 10:00 a.m.or remotely by visitingwww.meetingcenter.io/249286494 and entering your control number and the password ED2020. Due to the impact of the novel coronavirus disease,COVID-19, we encourage stockholders to utilize the remote access option. We have designed the virtual meeting to offer the same participation opportunities as an in-person meeting.

The accompanying Proxy Statement, provided to stockholders on or about April 3, 2017,6, 2020, 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 2017, the approval,2020, and to approve, on an advisory basis, of named executive officer compensation, and the frequency, on an advisory basis, of future advisory votes to approve named executive officer compensation.

Whether or not you planSo as to attend the Annual Meeting, please vote as soon as possible. It is very importantensure that as many shares as possible beare represented, we strongly recommend that you vote in advance of the Annual Meeting, even if you plan to attend in person or remotely.

As part of our effort to maintain a safe and healthy environment at our Annual Meeting and to protect the meeting.well-being of our stockholders, after closely monitoring statements issued by the World Health Organization (who.int), the Centers for Disease Control and Prevention (cdc.gov), the New York State Department of Health (health.ny.gov), and the New York City Department of Health and Mental Hygiene (nyc.gov/health) regarding the novel coronavirus disease,COVID-19, we have decided to give stockholders the option of attending the Annual Meeting by means of remote communication this year. While we currently intend to permit stockholders to attend the Annual Meeting in person, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue. We may impose additional procedures or limitations on meeting attendees or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting), if allowed by applicable law. We plan to announce any such updates by press release and posting on our proxy website (conedison.com/shareholders), and we strongly encourage you to check this website prior to the Annual Meeting if you plan to attend in person. Note that any decision to proceed with a virtual-only meeting this year will not mean we will utilize a virtual-only format or any means of remote communication for future annual meetings.

Sincerely,

John McAvoy

Consolidated Edison, Inc.

4 Irving Place, New York, NY 10003

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Jeanmarie SchielerSylvia V. Dooley

Vice President and Corporate Secretary

Dated: April 3, 20176, 2020

* As part of our effort to maintain a safe and healthy environment at our Annual Meeting and to protect the well-being of our stockholders, after closely monitoring statements issued by the World Health Organization (who.int), the Centers for Disease Control and Prevention (cdc.gov), the New York State Department of Health (health.ny.gov), and the New York City Department of Health and Mental Hygiene (nyc.gov/health) regarding the novel coronavirus disease,COVID-19, we have decided to give stockholders the option of attending the Annual Meeting by means of remote communication this year. While we currently intend to permit stockholders to attend the Annual Meeting in person, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue. We may impose additional procedures or limitations on meeting attendees or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting), if allowed by applicable law. We plan to announce any such updates by press release and posting on our proxy website (conedison.com/shareholders), and we strongly encourage you to check this website prior to the Annual Meeting if you plan to attend in person. Note that any decision to proceed with a virtual-only meeting this year will not mean we will utilize a virtual-only format or any means of remote communication for future annual meetings.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDERS’ MEETING TO BE HELD ON MONDAY, MAY 15, 2017.18, 2020. THE COMPANY’S PROXY STATEMENT AND ANNUAL REPORT, PROVIDED TO STOCKHOLDERS ON OR ABOUT APRIL 3, 2017,6, 2020, ARE AVAILABLE AT

CONEDISON.COM/SHAREHOLDERS

		Proxy Statement Summary

This section 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 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 3, 2017,6, 2020, which includes the consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2016,2019, and other information relating to the Company’s financial condition and results of operations.

2017 ANNUAL MEETING OF STOCKHOLDERS2020 Annual Meeting of Stockholders (“ANNUAL MEETING”Annual Meeting”)

In light of the evolving novel coronavirus,COVID-19, situation, we have decided to give stockholders the option of attending the Annual Meeting by means of remote communication this year. We have designed the virtual meeting to offer the same participation opportunities as an in-person meeting. While we currently intend to permit stockholders to attend the Annual Meeting in person, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue. We may impose additional procedures or limitations on meeting attendees or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting), if allowed by applicable law. We plan to announce any such updates by press release and posting on our proxy website (conedison.com/shareholders), and we strongly encourage you to check this website prior to the Annual Meeting if you plan to attend in person. Note that any decision to proceed with a virtual-only meeting this year will not mean we will utilize a virtual-only format or any means of remote communication for future annual meetings.

STOCKHOLDER VOTING MATTERSStockholder Voting Matters

Footnote:

		PROXY STATEMENT SUMMARYProxy Statement Summary

✓ = Member                 (C) = Chair                 (L) = Lead Director

		PROXY STATEMENT SUMMARYProxy Statement Summary

STOCKHOLDER ENGAGEMENT

The Company believes that good corporate governance includes proactive stockholder engagement as well as accepting invitations to discuss matters of interest to stockholders. The Company shared with the Board the feedback it received from institutional investors and stockholders following the 2016 proxy season on issues relating to disclosure practices, corporate governance, and environmental, health and safety matters. The Company’s engagement with institutional investors resulted in the Board’s adoption of proxy access, which enables the 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, so long as they meet certain requirements, as set forth in the Company’sBy-laws. (See “The Board of Directors – Proxy Access” on page 15 and “Compensation Discussion and Analysis – Executive Summary – Stockholder Engagement and Say on Pay” on page 29 for additional information.)

BOARD GOVERNANCE PRACTICESCorporate Governance Practices

(See “The Board of Directors” on pages 15 to 20 for additional information.)

KEY FEATURES OF THE EXECUTIVE COMPENSATION PROGRAM

(See “Compensation Discussion and Analysis – Executive Summary” on pages 27 to 28 for additional information.)

CHANGES TO EXECUTIVE COMPENSATION PROGRAM FOR 2017

(See “Compensation Discussion and Analysis – Executive Compensation Actions – Annual Incentive Compensation” on pages 34 to 38 for additional information.)

		PROXY STATEMENT SUMMARY

KEY COMPENSATION GOVERNANCE PRACTICES

		Proxy Statement Summary

Compensation Policies and Governance Practices

The Company’s culture promotes strong compensation and governance practices that support our pay-for-performance principles and closely align the executive compensation program with the interests of our stockholders.

		MATTERS TO BE CONSIDERED AT THE ANNUAL MEETINGElection of Directors

PROPOSAL NO.Proposal 1    ELECTION OF DIRECTORSElection of Directors

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.

		MATTERS TO BE CONSIDERED AT THE ANNUAL MEETINGElection of Directors

Information About the Director Nominees

The following graph displays information about the skills and experience of the Director nominees:

		Vincent A. CalarcoElection of Directors

The makeup of the Director nominees is set forth in the pie charts below:

Director since: 2001

Age: 74

Board Committees:

•  Audit (Chair)

•  Corporate Governance and

    Nominating

•  Executive

•  Management Development and

    Compensation

Career Highlights: Mr. Calarco has been theNon-Executive Chairman of Yale New Haven Health System since October 2016. Mr. Calarco was theNon-Executive Chairman of Newmont Mining Corporation, Denver, CO, a gold production company, from January 2008 to April 2016. From April 1985 to July 2004, Mr. Calarco was Chairman, President and Chief Executive Officer of Crompton Corporation (now known as Chemtura Corporation). Chemtura is a global specialty chemicals company, headquartered in Philadelphia, PA. Mr. Calarco also held various management and executive positions at Uniroyal Chemical Company.

Other Directorships: Mr. Calarco is a Trustee of Con Edison of New York and a Director of Newmont Mining Corporation. During the past five years, Mr. Calarco also served as a Director of CPG International, Inc. through October 2013. Mr. Calarco is also the President and a Trustee of the Hopkins School, and a Director or Trustee of Swanson Industries, Yale New Haven Health System andYale-New Haven Hospital.

Attributes and Skills: Mr. Calarco has experience leading public companies, and has management and executive experience with manufacturing companies. Mr. Calarco’s experience from his leadership positions and financial oversight experience in senior management roles at Newmont Mining Corporation and Crompton Corporation and his service on other boards support the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities.

		Michael J. Del Giudice Director since: 1999 Age: 74 Board Committees: •  Audit •  Corporate Governance and     Nominating (Chair & Lead Director) •  Executive •  Management Development and     Compensation Election of Directors

Career Highlights: Mr. Del Giudice is the founder and Senior Managing Director of Millennium Capital Markets LLC, New York, NY, an investment banking firm since 1996, and Chairman of Carnegie Hudson Resources, LLC, a private equity firm. Mr. Del Giudice was a General Partner at the investment bank of Lazard Frères & Co., and served as Chief of Staff to New York State Governor Mario Cuomo, Director of State Operations to New York State Governor Hugh Carey, and Chief of Staff to the New York State Assembly Speaker Stanley Steingut.

Other Directorships: Mr. Del Giudice is a Trustee of Con Edison of New York and a Director of Fusion Telecommunications International, Inc. During the past five years, Mr. Del Giudice also served as a Director of Reis, Inc. through September 2013. Mr. Del Giudice also served as Lead Director of Barnes and Noble, Inc. through September 2010. Mr. Del Giudice is Acting Chair of the New York Racing Association, and a Director of Bloomfield Industries, Corinthian Capital Group, and Universal Marine Medical Supply International LLC.

Attributes and Skills: Mr. Del Giudice has experience in private equity, with a focus on the power and energy infrastructure market, as well as experience in government service. Mr. Del Giudice’s experience from his investment activities and his government service support the Board in its oversight of the Company’s corporate governance, financial, and strategic planning activities, and the Company’s relationships with stakeholders.

		John F. Killian Director since: 2007 Age: 62 Board Committees: •  Audit •  Corporate Governance and     Nominating •  Management Development and     Compensation Election of Directors

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 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.

		Armando J. Olivera Director since: 2014 Age: 67 Board Committees: •  Environment, Health and Safety •  Finance •  Operations Oversight Election of Directors

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 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 also a Trustee of Cornell University and 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.

		Linda S. Sanford Director since: 2015 Age: 64 Board Committees: •  Corporate Governance and     Nominating •  Environment, Health and Safety •  Finance Election of Directors

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.

Attributes and Skills: Ms. Sanford has leadership experience at an international technology company, including experience with information technology, manufacturing, customer relations, and corporate planning. 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.

		The Board of Directors

Meetings and Board Members’ Attendance

During 2019, the Board consisted of the following members: George Campbell, Jr., Ellen V. Futter, John F. Killian, John McAvoy, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, and L. Frederick Sutherland. The Board of Directors held nine meetings in 2019. 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, human capital management, sustainability, 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 (Mr. Ranger) 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 five times in executive session and thenon-management Directors met eight times in executive session during 2019.

During 2019, each current 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. Directors are expected to attend the Annual Meeting. All of the Directors who then served on the Board attended the 2019 annual meeting of stockholders.

Corporate Governance

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.

Leadership Structure

The Board consists of a substantial majority of independent Directors. (See “The Board of Directors—Board Members’ Independence” on page 16.) 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; (v) is available for consultation and communication with major stockholders as appropriate; and (vi) performs such other duties assigned to the Lead Director by the Board.

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 17 to 21).

		The Board of Directors

PROPOSAL NO. 2    RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTSRisk Oversight

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 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. Cybersecurity has been identified as a key enterprise risk for the Company. An annual presentation on cybersecurity risks is provided to the Board and the Audit Committee reviews morein-depth cybersecurity matters on a semi-annual basis. In addition, the Board receives regular updates as to cybersecurity risks from management.

Corporate Sustainability

The Company is firmly committed to sustainability which is broadly overseen by the Board. The Board reviews and discusses various sustainability topics throughout the year and routinely considers environmental issues (including climate issues) and assesses how they impact the Company’s operations, strategies and risk profile. In 2019, the Board received reports or presentations on several sustainability topics, including diversity and inclusion and supply chain diversity and sustainability. In 2019, the Board’s strategy meeting focused on climate change. The Board received a presentation on the transition to a clean energy future by an outside consultant as well as presentations on current renewable energy policy trends and the impact of climate change on operations. In addition, the Board has delegated to the appropriate committees, responsibility for the specific sustainability categories relating to the oversight of risks with which such committees are charged. The Safety, Environment, Operations and Sustainability Committee oversees sustainability issues relating to safety and the environment and reviews the Company’s Annual Sustainability Report prior to its publication. In discharging its responsibilities, the Safety, Environment, Operations and Sustainability Committee reviews, at each of its meetings, certain key performance indicators relating to climate risk, including energy efficiency and environmental beneficial electrification. In 2019, the Safety, Environment, Operations and Sustainability Committee also reviewed and discussed presentations relating to safety and customer service. The Corporate Governance and Nominating Committee is charged with sustainability matters relating to governance and in 2019 reviewed and discussed a presentation regarding governance benchmarking. The Management, Development, and Compensation Committee’s responsibilities include oversight of sustainability issues relating to human capital management. The Management, Development, and Compensation Committee annually reviews performance results as well as proposed performance indicators for the following year. Committees not specifically tasked with oversight of sustainability also periodically review sustainability related issues. In 2019, the Audit Committee reviewed and discussed presentations regarding fraud prevention and detection activities and certain recommendations with respect to financial governance oversight.

The Company and its employees are also committed to giving back to their communities. In 2019, 635 Company employees collectively volunteered 6,300 hours at various community service events and programs throughout the Company’s service territory. Events included building houses for and serving meals to those in need, judging educational competitions, educating families and students about electricity and energy efficiency, and installing solar lights to create safer neighborhood space. In addition, the Company sponsored, for the 9^th year in a row, an event that raises awareness of environmental conservation and climate change.

Proxy Access

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 3% of the outstanding shares of the Company for at least three years to submit nominees for up to 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.

		The Board of Directors

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:

In 2019, Ellen V. Futter’s brother received approximately $172,340 for providing legal services to Con Edison of New York and is no longer providing legal services after December 31, 2019. The provision of the legal services by Ms. Futter’s brother in 2019 was approved by the Committee.

		The Board of Directors

Board Members’ Independence

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: George Campbell, Jr., 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 and, to assist it in making determinations of Director independence, the Board has adopted independence standards. These standards are set forth in the Company’s 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:

		The Board of Directors

Standing Committees of the Board

		The Board of Directors

Selection of Director Candidates

The Corporate Governance and Nominating Committee reviews the skills and characteristics of Director candidates, including their independence, integrity, judgment, areas of business expertise, availability for service, and diversity (including, but not limited to, gender, race, ethnicity, nationality and age) and such other factors as it deems appropriate. The Company values diversity and respect within the Board, and affirms its policy ofnon-discrimination based on race, color, religion, creed, national origin, sex, age, marital status, sexual orientation, pregnancy, genetic information, gender identity, disability, citizenship, veteran status, or other legally protected characteristics. Director candidates are also evaluated in light of their service on other boards, as well as considerations relating to the size, structure, and needs of the Board.

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 identifies director candidates through a variety of means, including: (i) professional search firms, (ii) recommendations from members of the Board, (iii) suggestions from senior management, and (iv) submissions by the Company’s stockholders.

When using a professional search firm, the Corporate Governance and Nominating Committee directs the firm to include in each director search qualified candidates who reflect diverse backgrounds, including diversity of gender and race. The firm assists in developing criteria for potential Board members to complement the Board’s existing strengths. Based on such criteria, the firm is directed to provide for review and consideration a diverse slate of candidates including candidates diverse with respect to gender, race and ethnicity. After consulting with the Corporate Governance and Nominating Committee, the firm further screens and interviews candidates as directed to determine their qualifications, interest and any 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 evaluates candidates recommended by stockholders versus those recommended through other means. The Corporate Governance and Nominating Committee makes an initial determination as to whether a particular candidate meets the Company’s criteria for Board membership, and then further considers 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.

Succession Planning

The Company has a comprehensive, formal process for proactively identifying, assessing and developing a diverse slate of internal candidates to assume, in the future, key roles in the organization. Our succession planning and development processes are integrated and focused on learning through experiences, leadership commitment, diversity and targeted executive development. During succession planning and development discussions, the Company proactively seeks to develop talented gender, racially and ethnically diverse employees to ensure a diverse and talented bench of enterprise leaders. These discussions result in development plans for each employee that are reviewed and updated annually. These succession planning and development processes apply to all levels of management, including officers. The Chief Executive Officer annually reviews his succession plan with the Board. The Board is committed to diversity and would direct a search firm retained in connection with chief executive officer succession planning to provide a diverse slate of candidates for the Board’s consideration. Currently, women make up 32.3% of the Company’s executive ranks and minorities make up 30.8%.

		The Board of Directors

Compensation Consultant

Director Compensation Consultant

The Corporate Governance and Nominating Committee has 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.

Executive Compensation Consultant

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 our executive compensation program. The Compensation Committee directs Mercer to: (i) assist with the development and assessment of the Company’s 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 compensation peer group and broader industry; (iii) advise on the level of officers’ base salaries, annual incentives, and long-term incentives; (iv) advise on the design of the Company’s annual and long-term incentive plans and on the administration of the plans; (v) advise on executive compensation trends among the Company’s compensation peer group and broader industry; and (vi) assist with the preparation of the Compensation Discussion and Analysis for this Proxy Statement.

Compensation Consultant Disclosure

Mercer’s fees for executive and director compensation consulting to the committees in 2019 were approximately $539,300. During 2019, the Company retained Marsh & McLennan affiliates (other than Mercer) to provide services, unrelated to executive compensation. These services were approved by the Company’s management. The aggregate fees paid for these other services, which include auction services, compensation planning surveys, and employee benefit guides, were approximately $37,600.

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 Consultant Interlocks and Insider Participation

George Campbell, Jr. (Chair), John F. Killian, William J. Mulrow, Michael W. Ranger, and L. Frederick Sutherland were on the Company’s Compensation Committee during 2019. The Company believes that there are no interlocks with the members of the Compensation Committee.

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 office at 4 Irving Place, New York, New York 10003. The Vice President and Corporate Secretary will forward communications to the Director or the Directors indicated.

		Stockholder Engagement

The Company has continued to proactively engage with stockholders this year and to accept invitations to discuss matters of interest to them. The core stockholder engagement team consists of the Company’s Chief Financial Officer, the Treasurer and Investor Relations. The Company’s engagement efforts also include the Office of the Controller, the Office of the Corporate Secretary, the Environment, Health & Safety Department, and Corporate Affairs. In addition, the Chairman and Chief Executive Officer, the Presidents of each of the Company’s subsidiaries, and other Company officers participate inface-to-face meetings with stockholders during the year.

During 2019, the Company participated in 23 stockholder conferences and organized 10 roadshows in the U.S., Europe, Asia, and Canada, engaging with a broad range of stockholders, including index funds, union and public pension funds, actively-managed funds and stockholder advisory firms. Key topics of discussion included corporate strategy, disclosure practices, corporate governance, executive compensation, political spending and lobbying practices, operational and financial issues, and environmental, health and safety matters.

As a result of stockholder feedback on financial disclosures, the Company enhanced its quarterly earnings release presentations to include more detailed segment financial data, more information and analysis of the Utilities’ regulatory filing and the ensuing Joint Proposal and its financial impact. The Company also released a comprehensive stockholder fact book.

The Company also has a targeted environmental, social and governance (“ESG”) stockholder-engagement team that consists of the Company’s Chief Financial Officer, the Corporate Secretary, the Treasurer and Investor Relations. Investor Relations and the Environment, Health & Safety Department are actively involved in national and international ESG forums that bring companies and stockholders together, helping the Company to identify important issues, adopt best practices, as appropriate, and improve related disclosures. In 2019, the Company actively participated in the trade association efforts of the Edison Electric Institute and the American Gas Association to develop industry templates for ESG reporting. Those templates are available on the Company’s website.

The Company reaches out to its largest stockholders as well as smaller stockholders with an identified interest in ESG issues to discuss related issues and trends as well as Company-specific issues. The Company responds to stockholder inquiries focused on ESG issues, including stockholders that have submitted proposals for inclusion in the Company’s annual proxy statement, to understand their concerns and to address, where possible, the issues behind their proposals or inquiries. As a result of this ongoing engagement, the Company has enhanced disclosures in its proxy, as demonstrated by this more detailed description of our engagement efforts, and from last year, clearer and more accessible information on Board diversity, tenure, skills and experience. We will continue our proactive engagement and responsiveness to stockholder inquiries.

The Company has engaged with stockholders on specific ESG issues. BlackRock and the New York State Common Retirement Fund, for instance, urged the Company to study climate-change risk to the Company’s infrastructure. In another example, As You Sow, urged the Company to assume an advocacy role as Federal environmental rules and regulations have been rolled back. The Company has responded by publicly joining other companies in the utility industry to defend strong state auto emission standards and to support a science-based climate policy agenda. Further, the Company’s subsidiary, Consolidated Edison Company of New York, released its science-based Climate Vulnerability Study in December 2019 and will prepare a related implementation plan byyear-end 2020.

The stockholder engagement team reports the results of our annual activities to the Corporate Governance and Nominating Committee and the Board to convey the feedback received from stockholders, and to propose implementation of appropriate responses. During the 2019-2020 engagement season, the Company engaged with stockholders holding in aggregate 19% of shares outstanding and 25% of the Company’s debentures.

		Director Compensation

Overview

The Corporate Governance and Nominating Committee reviews director compensationbi-annually. The Corporate Governance and Nominating Committee reviewed director compensation in 2020. 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 (the same group used to evaluate executive compensation), 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.

In February 2020, at the request of the Corporate Governance and Nominating Committee, Mercer conducted anin-depth analysis of each element of compensation and the compensation program structure relative to the compensation peer group. Mercer’s review found that the amount of the retainer provided to the Chair of the Management Development and Compensation Committee was below the median paid tonon-employee directors in the assessment group. Following the recommendation and effective April 1, 2020, the Board approved an increase in the annual retainer for the Chair of the Management Development and Compensation Committee.

Compensation for individual Directors approximates the median of compensation for Directors in similar positions at the compensation peer group.

Elements of Compensation

In 2019,non-employee Directors were eligible to receive the following:

Footnotes:

In 2019, the Company reimbursednon-employee Directors for reasonable expenses incurred in attending Board and Committee meetings.

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. Directors who are employees of the Company or its subsidiaries do not receive retainers or annual equity awards for their service on the Board.

		Director Compensation

Stock Ownership Guidelines

The Company has stock ownership guidelines fornon-employee Directors which provide that, within five years of joining the Board, each Director should own, and continue to hold during his or her tenure on the Board, shares (including stock equivalents and restricted stock units) with a value (measured at the time the shares are acquired) equal to five times the annual retainer (not including committee and/or committee chair fees) paid to such Director during the previous fiscal year. As of December 31, 2019, all Directors have either exceeded their stock ownership guideline requirement or are making satisfactory progress towards meeting the requirement.

Long Term Incentive Plan

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 $150,000 of deferred stock units on the first business day following the 2019 Annual Meeting. If anon-employee Director is first appointed to the Board after an annual meeting, his or her first annual equity award will be prorated.

Settlement of the 2019 annual equity awards of stock units was automatically deferred until the Director’s termination of service from the Board of Directors. Eachnon-employee Director may elect to receive some or all of his or her 2019 annual equity awards of stock units on another date or to further defer any other prior annual equity award of stock units, including any related dividend equivalents earned on such prior annual equity awards of stock units.

Eachnon-employee Director may also elect to defer all or a portion of his or her 2019 retainer fees into additional deferred stock units, which are deferred until the Director’s termination of service.

Dividend equivalents are payable on 2019 deferred stock units in the amount and at the time that dividends are paid on Company Common Stock and are credited in the form of additional deferred stock units which are fully vested as of the date the dividends would have been paid to the Director or, at the Director’s option, are paid in cash.