(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Consolidated Edison, Inc., | ||||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
• | Performance Goals and Weightings . Under the EIP, each calendar year, the Committee will have the discretion to determine the applicable performance goals, targets and weightings to measure performance during the applicable calendar year (the “Performance Goals”). Rather than utilizing preselected criteria and specified weighting, each calendar year, the Committee may select Performance Goals that are based on any criteria determined by the Committee (including a broad array of financial, operational, strategic and other measures set forth in the EIP) and may specify weighting determined appropriate in any applicable calendar year. |
• | Continued Employment Condition . In order to be eligible for an award under the EIP, a participant must remain continuously employed and in good standing with Con Edison or its subsidiaries, as applicable, through the last day of the calendar in which the Performance Goals are met. If a participant retires or resigns after June 30 of the applicable calendar year after attaining at least age 55 and with at least five years of service, the EIP administrator may decide, in its sole discretion, that any such participant will receive a prorated incentive award based on the achievement of the applicable Performance Goals. |
• | Forfeiture and Clawback . The EIP is clarified to provide that in the event a participant engages in any “cause” act or omission prior to the time of the payment of the incentive award, the participant’s right to receive the award is immediately forfeited and cancelled unless otherwise determined by the Committee in its sole discretion. The EIP was also clarified to refer to specific clawback policies adopted by Con Edison as well as other recoupment policies or procedures that may be required under applicable laws or otherwise adopted by Con Edison or incorporated into any incentive award. |
• | Other Clarifying Changes . The EIP incorporates certain minor clarifying changes relating to the operation and administration of the EIP. |
Item 9.01 |
Financial Statements and Exhibits. |
10 | Consolidated Edison, Inc. Executive Incentive Plan (Amended & Restated Effective January 1, 2024) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CONSOLIDATED EDISON, INC. | ||||||
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. | ||||||
By: | /s/ Joseph Miller | |||||
Joseph Miller | ||||||
Vice President, Controller and Chief Accounting Officer |