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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2020
Consolidated Edison, Inc.
(Exact name of registrant as specified in its charter)
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New York | | 1-14514 | | 13-3965100 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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4 Irving Place, | New York, | New York | | 10003 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 460-4600
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Consolidated Edison, Inc., | | ED | | New York Stock Exchange |
Common Shares ($.10 par value) | | | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 11, 2020, Consolidated Edison, Inc. (the "Company”) issued a press release announcing a change to the location of its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) to a virtual-only format. Additional information regarding the 2020 Annual Meeting is included in the press release, a copy of which is filed as an exhibit to this report.
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ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
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Exhibit 99 | |
Exhibit 104 | Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CONSOLIDATED EDISON, INC. |
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By | | /s/ Robert Muccilo |
| | Robert Muccilo |
| | Vice President and Controller |
Date: May 11, 2020
Exhibit
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| Media Relations | | Consolidated Edison, Inc. | |
| 212 460 4111 (24 hours) | | 4 Irving Place | |
| | | New York, NY 10003 | |
| | | www.conEdison.com | |
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FOR IMMEDIATE RELEASE | | Contact: Robert McGee 212-460-4111 |
May 11, 2020 | | | |
CON EDISON ANNOUNCES CHANGE TO LOCATION OF ANNUAL MEETING OF STOCKHOLDERS TO A VIRTUAL-ONLY FORMAT
NEW YORK - Consolidated Edison, Inc. (Con Edison) (NYSE: ED) will hold its annual meeting of stockholders (the “Annual Meeting”) in a virtual-only meeting format on Monday, May 18, 2020, at 10:00 a.m. Eastern Daylight Time (“EDT”).
As part of Con Edison’s effort to maintain a safe and healthy environment at its Annual Meeting and to protect the well-being of its employees and stockholders, after taking into account the guidance and protocols issued by public health authorities and federal, state and local governments regarding the novel coronavirus disease, COVID-19, Con Edison has decided to host its Annual Meeting by means of a virtual-only format this year at www.meetingcenter.io/249286494. Con Edison has designed the virtual Annual Meeting to offer the same participation opportunities as an in-person meeting.
Attendance at the virtual Annual Meeting is limited to holders of Con Edison Common Stock on March 23, 2020, the record date, the authorized representative (one only) of an absent stockholder, and invited guests of management.
Registered holders of Con Edison Common Stock (i.e., stockholders who hold shares through Con Edison’s transfer agent, Computershare) and holders of Con Edison Common Stock through the Con Edison Stock Purchase Plan (the “Stock Purchase Plan”) do not need to register in advance to attend the virtual Annual Meeting. To be admitted to the virtual Annual Meeting at www.meetingcenter.io/249286494, registered holders and Stock Purchase Plan holders must enter the control number found with their proxy materials and the password ED2020. Beneficial holders of Con Edison Common Stock (i.e., stockholders who hold shares through a broker, bank, or other financial institution), must register in advance to attend, vote, and submit questions or comments at the virtual Annual Meeting. To register to attend the virtual Annual Meeting, beneficial stockholders must submit proof of proxy power (i.e, legal proxy) reflecting their Con Edison Common Stock holdings along with their name and e-mail address to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than 5:00 p.m. EDT, on Wednesday, May 13, 2020. Registration confirmation will be provided by e-mail from Computershare.
Further information regarding the virtual Annual Meeting and voting, as well as information on how to ask questions or submit comments may be found in Con Edison’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 6, 2020.
Consolidated Edison, Inc. is one of the nation's largest investor-owned energy-delivery companies, with approximately $13 billion in annual revenues and $59 billion in assets. The company provides a wide range of energy-related products and services to its customers through the following subsidiaries: Consolidated Edison Company of New York, Inc., a regulated utility providing electric, gas and steam service in New York City and Westchester County, New York; Orange and Rockland Utilities, Inc., a regulated utility serving customers in a 1,300-square-mile-area in southeastern New York State and northern New Jersey; Con Edison Clean Energy Businesses, Inc., which through its subsidiaries develops, owns and operates renewable and energy infrastructure projects and provides energy-related products and services to wholesale and retail customers; and Con Edison Transmission, Inc., which through its subsidiaries invests in electric and natural gas transmission projects.