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ED > SEC Filings for ED > Form 8-K on 20-May-2014All Recent SEC Filings

Show all filings for CONSOLIDATED EDISON INC

Form 8-K for CONSOLIDATED EDISON INC


20-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vot


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of Consolidated Edison, Inc. ("Con Edison") on May 19, 2014 (the "Annual Meeting"), Con Edison's stockholders approved its Stock Purchase Plan, as amended and restated effective May 19, 2014 (the "Stock Purchase Plan"). For a description of the terms and conditions of the Stock Purchase Plan, see "Description of the Stock Purchase Plan" under "Approval of the Company's Stock Purchase Plan (Proposal No. 3)" in Con Edison's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2014, which description is incorporated herein by reference. A copy of the description is filed as an exhibit to this report. The description is qualified in its entirety by reference to the Stock Purchase Plan, a copy of which is filed as an exhibit to this report.



Item 5.07 Submission of Matters to a Vote of Security Holders.

CON EDISON

(a) At the Annual Meeting, Con Edison's stockholders voted to elect the members of its Board of Directors; to ratify the appointment of its independent accountants; to approve its Stock Purchase Plan; and to approve, on an advisory basis, named executive officer compensation.

(b) The name of each director elected, the number of shares voted for or against each director and the number of abstentions as to each director were as shown in the following table. Not included in such amounts are 85,522,549 shares that were broker non-votes.

        Name                           For            Against        Abstentions
        Kevin Burke                 145,416,085        3,372,182        1,334,172
        Vincent A. Calarco          145,440,691        3,420,024        1,261,724
        George Campbell, Jr.        145,779,734        3,047,419        1,295,286
        Michael J. Del Giudice      144,203,904        4,612,813        1,305,722
        Ellen V. Futter             132,873,405       15,958,568        1,289,232
        John F. Hennessy III        146,980,409        1,860,025        1,282,005
        John F. Killian             146,953,783        1,916,143        1,251,290
        John McAvoy                 146,482,342        2,475,832        1,163,656
        Armando J. Olivera          146,909,644        1,927,394        1,284,818
        Sally H. Piņero             145,244,190        3,604,342        1,272,324
        Michael W. Ranger           146,524,351        2,303,194        1,295,111
        L. Frederick Sutherland     146,621,645        2,234,290        1,266,721

(c) The results of the vote to ratify the appointment of PricewaterhouseCoopers LLP as Con Edison's independent accountants for 2014 were as follows: 230,156,963 shares were voted for this proposal; 3,870,860 shares were voted against the proposal; and 1,616,582 shares were abstentions.

(d) The results of the vote to approve Con Edison's Stock Purchase Plan were as follows: 143,858,797 shares were voted for this proposal; 4,408,512 shares were voted against the proposal; 1,853,347 shares were abstentions and 85,522,549 shares were broker non-votes.

(e) The results of the advisory vote to approve named executive officer compensation were as follows: 137,765,128 shares were voted for this proposal; 8,973,542 shares were voted against the proposal; 3,381,986 shares were abstentions and 85,522,549 shares were broker non-votes.

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CECONY

At the Annual Meeting of Stockholders of Consolidated Edison Company of New York, Inc. ("CECONY") on May 19, 2014, all 235,488,094 outstanding shares of CECONY's common stock, which are owned by Con Edison, were voted to elect as the members of CECONY's Board of Trustees the same persons who, as indicated above, were elected as members of Con Edison's Board of Directors.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10     Consolidated Edison, Inc. Stock Purchase Plan.

Exhibit 99     Copy of the description of the Consolidated Edison, Inc. Stock
               Purchase Plan incorporated by reference in Item 5.02 this report.

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