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); EIX's 3-year return of +24% trails the peer median by 25 percentage points, which is below the 50-point threshold required to trigger a no-vote given EIX's strong positive absolute 3-year return; no overboarding, attendance, or independence concerns identified.
Director since 2017 (9 years tenure); the TSR underperformance gap of 25 points does not reach the 50-point threshold applicable to companies with strong positive absolute 3-year returns; no overboarding, attendance, or independence concerns identified.
Director since 2025 (approximately 1 year tenure); qualifies for the 24-month new-director exemption from the TSR underperformance trigger, giving her reasonable time to contribute before being held accountable for prior performance; relevant clean energy and government experience suits the company's regulatory environment.
Director since 2016 (10 years tenure); the 25-point TSR underperformance gap does not reach the 50-point threshold for strong positive absolute 3-year returns; serves as Audit and Finance Committee Chair with demonstrated financial expertise; no overboarding or attendance concerns.
Director since 2017 (9 years tenure); TSR underperformance gap of 25 points is well below the 50-point trigger threshold; no outside public company board seats beyond EIX, so no overboarding concern; attendance is strong at 95%+ of meetings.
CEO and director since 2016; as an executive director he is subject to the same TSR trigger as other directors, but the 25-point underperformance gap does not breach the 50-point threshold applicable to strong positive absolute 3-year returns; this vote is evaluated independently of the Say on Pay recommendation.
Director since 2022 (4 years tenure); the TSR underperformance gap of 25 points does not reach the 50-point threshold; brings relevant utility industry and CPA financial expertise; no overboarding, attendance, or independence concerns identified.
Director since 2019 (7 years tenure); TSR underperformance gap of 25 points is below the 50-point trigger threshold; serves as Compensation Committee Chair with relevant CEO and operational experience; no overboarding or attendance concerns.
Director since 2014 (12 years tenure); the 25-point TSR underperformance gap does not reach the 50-point threshold for strong positive absolute 3-year returns; brings long-standing utility regulatory and governance expertise; no attendance or independence concerns.
Board Chair since 2022, director since 2011 (15 years tenure); the 25-point TSR underperformance gap does not trigger a no-vote under the strong-positive-TSR tier; holds one additional public company board seat, well within the four-board limit; brings relevant finance and public policy skills.
Director since 2018 (8 years tenure); TSR underperformance gap of 25 points is below the 50-point threshold; brings extensive electric utility operations and regulatory experience; no overboarding, attendance, or independence concerns identified.
All 11 directors receive a FOR recommendation. EIX's 3-year total return of +24% trails its disclosed compensation peer group median by approximately 25 percentage points, which is below the 50-point underperformance threshold that would trigger no-votes under our policy for a company with a strong positive absolute 3-year return. Jennifer Granholm is additionally exempt as a director appointed within the past 24 months. No director fails the overboarding, attendance, independence, or qualifications screens.
Say on Pay
✓ FORCEO
Pedro J. Pizarro
Total Comp
$16,544,559
Prior Support
91.9%%
The CEO's total reported compensation of approximately $16.5 million is within a reasonable range for the CEO of a large-cap regulated utility (~$27.6B market cap), and the program is heavily weighted toward variable pay — roughly 89% of target CEO pay is performance-linked through annual incentives, performance stock awards, stock options, and restricted stock units, meeting the policy's 50-60% variable pay threshold by a wide margin. The pay-for-performance alignment check is satisfied: while EIX's 3-year TSR trails the peer median, variable pay was not awarded above benchmark, and the committee proactively reduced annual bonuses by approximately 40% for the CEO and key executives in direct response to the January 2025 wildfires, demonstrating that incentive pay is genuinely sensitive to negative outcomes. Prior year Say on Pay support was 91.9%, well above the 70% re-engagement threshold, and the company maintains a meaningful clawback policy.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP (PwC)
Tenure
24 yrs
Audit Fees
$6,790,000
Non-Audit Fees
$1,157,000
PwC has audited Edison International since 2002 — a tenure of approximately 24 years, which is just below the 25-year threshold that would trigger a no-vote under our policy. Non-audit fees (audit-related fees of $175K, tax fees of $300K, and all other fees of $682K, totaling approximately $1.157 million) represent about 17% of audit fees of $6.79 million, well within the 50% limit. No material restatements or auditor-adequacy concerns were identified, and PwC is a Big 4 firm appropriate for a company of EIX's size and complexity.
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 deserve serious evaluation on the merits. This proposal asks the five named executives to retain 25% of net after-tax shares acquired through equity programs until retirement, in addition to existing ownership requirements. However, the company already maintains robust stock ownership guidelines — requiring the CEO to hold stock worth six times base salary and other executives two-to-three times salary — and all executives are currently in compliance, with existing rules already requiring 100% retention of equity-award shares until those ownership targets are met. The company's analysis credibly shows that the current guidelines require executives to hold more shares than the proposal would mandate for the first decade or more of an executive's tenure, meaning the proposal would add real cost (potential difficulty attracting talent) without meaningfully increasing actual retention in the near term. On balance, the existing program appears substantively adequate to align executive interests with long-term shareholders, and supporting the proposal would not deliver a clear governance improvement that outweighs the competitive recruitment risk identified by the company.
Overall Assessment
The 2026 Edison International annual meeting presents a four-item ballot: all 11 director nominees receive a FOR recommendation as EIX's 25-point peer-group TSR underperformance does not breach the 50-point threshold applicable under the company's strong positive absolute 3-year return; auditor PwC is ratified with a 24-year tenure (just below the 25-year trigger) and a non-audit fee ratio of only 17%; the Say on Pay program earns a FOR vote supported by strong variable pay weighting, proactive bonus reductions tied to wildfire accountability, and 92% prior-year support; and the Chevedden equity retention proposal receives an AGAINST recommendation because the company's existing stock ownership guidelines appear substantively adequate and the incremental governance benefit does not clearly outweigh the talent-competition concerns.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing