DEF: Edison International Faces Shareholder Vote Amid Wildfire Recovery Efforts, Board Welcomes Jennifer Granholm

Edison International's proxy statement highlights the company's response to recent wildfires, its commitment to clean energy, and upcoming shareholder votes, including the election of directors and executive compensation.

Summary

• Edison International (EIX) is holding its 2025 Annual Meeting of Shareholders virtually on April 24, 2025.
• The proxy statement details the business to be conducted at the meeting, including the election of 11 director nominees and an advisory vote on executive compensation.
• EIX is responding to extreme weather-related disasters, including wildfires in Southern California, and has committed \$1,000,000 through direct giving and its foundation to support relief and recovery efforts.
• The company is focused on delivering reliable, affordable, and practical clean energy solutions, with SCE delivering approximately 46% of its power from carbon-free resources in 2024.
• SCE plans to invest \$38-\$43 billion in the grid between 2023-28.
• EIX reported 2024 core earnings per share (EPS) of \$4.93, compared to \$4.76 in 2023.
• The 2025 annual dividend rate is \$3.31 per share, an increase of 6.1% from the 2024 dividend.
• Jennifer Granholm was elected to join the Board effective April 1, 2025.
• Vanessa Chang will retire from the Board immediately prior to the Annual Meeting.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative developments. While there's progress in clean energy and financial performance, the wildfires and safety incidents temper the overall outlook.

Positives

• EIX is committed to helping communities impacted by wildfires rebuild stronger.
• SCE is focused on delivering reliable and affordable power to customers through clean energy solutions.
• EIX reaffirmed its net-zero commitment and SCE's plan to deliver 100% carbon-free power to customers by 2045.
• SCE continues to prioritize reliability through operational response process improvements, outage diagnostics, and infrastructure upgrades.
• SCE continues to improve customer service by reducing call wait times and delayed bills.
• The Board approved an increase in the annual dividend for the 21st consecutive year.
• The Board remains committed to providing long-term, sustainable value to the Company and its stakeholders.

Negatives

• SCE experienced five contractor fatalities and too many injuries in 2024.
• The cause of the Eaton Fire remains undetermined, with a possible link to SCE's equipment.
• Capital deployment of \$5.741 billion was less than the planned \$5.976 billion due to delays in utility-owned energy storage and capital projects.

Risks

• If SCE's equipment is found to be involved in the Eaton Fires ignition, SCE will benefit from the protections of California's AB 1054, including the liability cap.
• Executing the company's safety strategy continued to be a challenge in 2024, with five SCE contractor fatalities and too many injuries.
• The company faces emerging issues related to investment in the grid, competitive transmission opportunities, use of disruptive technologies, and cyber and physical security.

Future Outlook

SCE plans to deliver 100% carbon-free power to customers by 2045 through accelerated investment in clean firm generation technologies and the retention of natural gas capabilities for reliability during periods of extreme weather and peak demand.

Management Comments

• We are determined to help the communities impacted by the recent fires rebuild stronger, and remain committed to creating a safer, more affordable future with cleaner air and reduced risk of climate-related disasters.
• The safety of our workforce and the public remains our most important value and top priority.

Industry Context

EIX continues to lead the electric industry's clean energy transition by safely delivering reliable and affordable power to customers.

Comparison to Industry Standards

• SCE customers benefit from the lowest system average rate among California investor-owned utilities.
• SCE continues to demonstrate its ability to navigate the regulatory landscape, reaching a settlement agreement in a \$1.6 billion legacy wildfire cost recovery application.
• The company compares executive compensation to a peer group defined by a recognized market index supplemented by additional market compensation survey data, targeting the market median for comparable positions.

Management Changes

Stakeholder Impact

• Shareholders will vote on key company matters.
• Customers are impacted by the company's efforts to provide reliable and affordable clean energy.
• Employees and contractors are affected by the company's safety programs and workforce development initiatives.
• Communities are impacted by the company's response to wildfires and commitment to rebuilding efforts.

Next Steps

• Shareholders will vote on the election of directors, ratification of the independent registered public accounting firm, an advisory vote on executive compensation, and a shareholder proposal regarding severance pay arrangements.
• EIX and SCE will continue to work with authorities to fully understand the causes of the wildfires and implement measures to help prevent future wildfires.
• The company will continue to work constructively with the federal administration and state officials on important issues such as energy independence, reliability, affordability, and climate mitigation.

Key Dates