EDISON INTERNATIONAL (EIX)
Sector: Utilities
2026 Annual Meeting Analysis
EDISON INTERNATIONAL · Meeting: April 23, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2019 (7 years tenure), no overboarding concerns (1 public board), all attendance thresholds met, and the 3-year TSR gap of -23.2pp versus the compensation peer group median does not reach the 65pp threshold required to trigger a vote against given EIX's strong positive 3-year absolute return of +22.7%.
Director since 2017 (9 years tenure), serves on 1 public company board (fund complex counted separately per filing footnote), attendance is strong at 99%+ average, and the TSR underperformance versus the peer group at -23.2pp is well below the 65pp trigger threshold applicable given EIX's strong positive 3-year absolute return.
Director since 2025 (less than 24 months tenure), which exempts her from the TSR underperformance trigger under policy; she also has no overboarding concerns and brings strong clean energy and government policy experience relevant to EIX's regulatory environment.
Director since 2016 (10 years tenure), serves on 1 public board, no attendance concerns, and the 3-year peer group TSR gap of -23.2pp is well below the 65pp threshold required to trigger a no vote given EIX's strong positive absolute 3-year return.
Director since 2017 (9 years tenure), no outside public boards currently listed beyond EIX, strong attendance record, and the TSR underperformance gap versus the compensation peer group does not reach the 65pp trigger threshold applicable at EIX's level of positive absolute returns.
CEO and director since 2016; as an executive director he is subject to the same TSR trigger as other directors, but the 3-year peer group underperformance of -23.2pp is well below the 65pp threshold for a company with strong positive absolute 3-year TSR, so no TSR trigger fires; his role as CEO also keeps him within the policy's two-outside-board limit (he holds 1 outside public board seat).
Director since 2022 (4 years tenure), no overboarding concerns (1 public board), attendance is strong, and the peer group TSR gap of -23.2pp does not reach the 65pp trigger threshold applicable given EIX's strong positive absolute 3-year return.
Director since 2019 (7 years tenure), serves as a sitting CEO at Parsons Corporation and holds 1 public board seat beyond EIX (Parsons), which is within the policy's two-outside-board limit for sitting CEOs; attendance is strong and the TSR underperformance gap does not reach the 65pp trigger threshold.
Director since 2014 (12 years tenure), no outside public board seats currently held, strong attendance, and the peer group TSR gap of -23.2pp does not reach the 65pp trigger threshold applicable given EIX's strong positive absolute 3-year return.
Director since 2011 (15 years tenure) and independent Board Chair, serves on 1 public board (fund complex per filing footnote), attendance is excellent, and the 3-year peer group TSR underperformance of -23.2pp is well below the 65pp threshold required to trigger a no vote.
Director since 2018 (8 years tenure), serves on 1 public board, strong attendance, and the peer group TSR gap of -23.2pp does not reach the 65pp trigger threshold applicable at EIX's level of strong positive absolute 3-year returns.
All 11 director nominees receive a FOR vote. EIX's 3-year absolute total shareholder return of +22.7% places it in the strong-positive tier, requiring a peer group underperformance gap of at least 65 percentage points to trigger a no vote. The actual gap versus the compensation peer group median is -23.2pp, well short of that threshold. No director has an overboarding problem, attendance across the board averaged 99%, a skills matrix is disclosed, audit committee members have demonstrated financial expertise, and no independence concerns or familial relationships with management were identified. Jennifer Granholm, who joined in 2025, is additionally exempt from the TSR trigger given less than 24 months of tenure.
Say on Pay
✓ FORCEO
Pedro J. Pizarro
Total Comp
$16,544,559
Prior Support
91.9%%
CEO Pedro Pizarro received total compensation of approximately $16.5 million in 2025, which is within a reasonable range for a CEO of a ~$28 billion regulated utility facing extraordinary wildfire liability headwinds; importantly, the compensation committee voluntarily reduced his annual cash bonus by approximately 40% (a $1.07 million reduction) in direct response to the January 2025 Eaton Fire, demonstrating genuine pay-for-performance discipline rather than rewarding executives while shareholders bore losses. The pay structure is sound — roughly 89% of CEO target pay is variable and at-risk through performance stock awards tied to relative total shareholder return and earnings per share targets, stock options that pay nothing unless the stock price rises, and restricted stock units — well above the 50-60% variable pay threshold the policy requires. The prior year Say on Pay vote received 91.9% support, the company maintains a formal clawback policy, and no significant concerns were identified with pay levels, pay mix, or the quality of performance conditions.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP (PwC)
Tenure
24 yrs
Audit Fees
$6,790,000
Non-Audit Fees
$1,157,000
PwC's non-audit fees (audit-related fees of $175k + tax fees of $300k + all other fees of $682k = $1,157k) represent approximately 17% of audit fees ($6,790k), well below the 50% threshold that would raise independence concerns. PwC has served as EIX's auditor since 2002, giving it 24 years of tenure — just under the 25-year threshold that would trigger a no vote — and the audit committee actively rotates the lead engagement partner on a five-year cycle. PwC is a Big 4 firm fully appropriate for a $27.8 billion market-cap utility, and no material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding Retention of Equity
John Chevedden is a well-known individual governance activist whose proposals are taken seriously under our policy framework. However, on the merits, the company's existing stock ownership guidelines are genuinely more demanding than what this proposal requires for most of the executives' tenure: the CEO must own stock worth six times his annual salary and must retain 100% of shares from equity awards until that threshold is met, and all directors and employees are already prohibited from hedging company securities. The company's own analysis shows that current guidelines would require executives to hold more shares than the proposed 25%-until-retirement rule for roughly their first decade as a named executive officer, making the proposal effectively redundant for most of the relevant period. Because the existing program already addresses the core concern — ensuring executives maintain meaningful skin in the game tied to long-term stock performance — and no prior-year vote history signals strong shareholder dissatisfaction with the current approach, the incremental governance benefit does not outweigh the potential recruiting disadvantage of imposing an uncommon hold-to-retirement requirement.
Actual Vote Results
Meeting held April 23, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Timothy T. O'Toole | 99.4% | 307.1M | 1.8M | ✓ Elected |
| Jeanne Beliveau-Dunn | 99.4% | 306.9M | 1.9M | ✓ Elected |
| Michael C. Camuñez | 99.4% | 306.5M | 1.9M | ✓ Elected |
| Marcy L. Reed | 99.4% | 306.9M | 2.0M | ✓ Elected |
| Pedro J. Pizarro | 99.2% | 306.9M | 2.4M | ✓ Elected |
| Jennifer M. Granholm | 99.2% | 306.2M | 2.5M | ✓ Elected |
| Keith Trent | 98.8% | 305.1M | 3.8M | ✓ Elected |
| James T. Morris | 97.6% | 301.7M | 7.3M | ✓ Elected |
| Carey A. Smith | 96.0% | 296.6M | 12.4M | ✓ Elected |
| Linda G. Stuntz | 93.4% | 288.6M | 20.4M | ✓ Elected |
| Peter J. Taylor | 92.3% | 285.2M | 23.8M | ✓ Elected |
Say on Pay
For 243.0M · Against 65.5M · Abstain 1.1M
Auditor Ratification
For 304.3M · Against 30.8M · Abstain 598,004
Other Proposals
Proposal 4
Shareholder proposal regarding retention of equity
Overall Assessment
The 2026 Edison International annual meeting ballot presents four proposals: all 11 director nominees receive FOR votes as the company's strong positive 3-year absolute return keeps TSR underperformance well below the policy trigger threshold; PwC's ratification passes on clean fee ratios and sub-threshold tenure; the Say on Pay vote earns a FOR given a strong variable pay structure, genuine wildfire-related bonus reductions, and 91.9% prior-year shareholder support; and the Chevedden equity retention proposal receives an AGAINST because the company's existing stock ownership and anti-hedging requirements are demonstrably more restrictive than what the proposal demands for most of the relevant period.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing