DEF 14A 1 eix3970771-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934 (Amendment No. )

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Edison International

(Name of Registrant as Specified In Its Charter)
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2022
PROXY STATEMENT

Notice of Annual Meeting

to be held on Thursday, April 28, 2022

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Letter from Our Board of Directors

March 18, 2022

Dear Shareholder:

The Board of Directors is pleased to invite you to attend the Edison International 2022 Annual Meeting of Shareholders on April 28, 2022 at 9:00 a.m. Pacific Time. The Annual Meeting will be held at the Southern California Edison Energy Education Center located at 6090 N. Irwindale Avenue, Irwindale, California 91702. The Proxy Statement contains important information about the business to be conducted at the Annual Meeting and the Board’s role in our corporate governance and executive compensation. We encourage you to read the Proxy Statement and vote your shares promptly, even if you plan to attend the Annual Meeting. For information about the requirements to attend the Annual Meeting, please see page 2 of the Proxy Statement or visit our website at www.edison.com/annualmeeting.

On December 9, 2021, the Company announced the appointment of Peter Taylor as the next independent Chair of the Board. Peter will succeed William (Bill) Sullivan who has served as our independent Chair since 2016. Bill has reached the mandatory retirement age set forth in our Corporate Governance Guidelines and will retire from the Board immediately prior to the Annual Meeting. Peter will assume the role of independent Chair at the Annual Meeting in accordance with our Corporate Governance Guidelines, which require an independent director to serve as the Chair of the Board.

We congratulate Bill on his retirement and thank him for his dedicated service and leadership as a director and independent Chair. The Board has benefited from Bill’s perspective as a chief executive officer of a large public company and from his significant operational, risk management and company transformation experience. We appreciate Bill’s many important contributions to the Board, particularly his efforts to further the Company’s clean energy strategy, safety journey, wildfire risk mitigation, and diversity, equity and inclusion efforts.

We are excited for Peter’s leadership as independent Chair. Peter joined the Board in 2011 and has served as Chair of the Audit and Finance Committee since 2016. The Board believes Peter’s leadership qualities, capital markets experience, public policy insights and understanding of the Company’s strategy, business and regulatory landscape make him well suited to lead the Board going forward.

We are also pleased to welcome Marcy Reed to the Board. Marcy, who joined our Board in February 2022, is a first-time nominee for election by the shareholders at the Annual Meeting. She brings extensive utility operations, safety, energy policy, and environmental, social and governance (“ESG”) experience from her 32 years of service at National Grid.

At the Annual Meeting, shareholders will vote on whether to re-elect each of our 11 director nominees. The Board believes our nominees have the appropriate diversity of experience, skills and attributes to oversee the Company’s operations, risks and strategy. Eight of our 11 director nominees are diverse in terms of gender, race, ethnicity or sexual orientation, with each bringing a unique skill set to the Board. We believe this diversity enhances the Board’s effectiveness in overseeing the Company’s clean energy strategy, risk management and ESG practices. Key areas of focus for the Board in 2021 included:

■	Ensuring progress on the Company’s worker and public safety goals;
■	Overseeing management’s efforts to improve customer experience and increase reliability;
■	Advancing the Company’s commitments to help California achieve its climate change goals;
■	Overseeing the execution of Southern California Edison’s wildfire risk mitigation programs;
■	Advancing the Company’s diversity, equity and inclusion commitments;
■	Monitoring the Company’s COVID-19 health and safety protocols and the resulting impacts on our workforce; and
■	Overseeing the Company’s strategic growth to enhance long-term value for all stakeholders.

Edison International | 2022 Proxy Statement i

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LETTER FROM OUR BOARD OF DIRECTORS

As discussed in the Proxy Statement, the Board’s Compensation and Executive Personnel Committee has designed an executive compensation program that strongly links executive pay with Company performance in these and other important areas. The Board believes our executive compensation structure is competitive, aligns the interests of our executives with stakeholders, and serves shareholders well. Shareholders are being asked for an advisory vote to approve the compensation of our named executive officers at the Annual Meeting.

We are a diverse, engaged and experienced Board committed to providing long-term, sustainable value to all stakeholders. We appreciate your confidence in the Board to ensure the Company conducts its business in a manner that considers the interests of customers, communities, employees, shareholders and regulators who are critical to the Company’s success.

Thank you for the trust you place in us to oversee your interests in Edison International.

Sincerely,

The Board of Directors

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Letter from Our President and CEO

March 18, 2022

Dear Shareholder:

Edison International (“EIX”) remains deeply committed to our vision to transform the electric power industry toward a clean energy future, making progress to address the impacts of climate change, advance economy-wide electrification and deliver long-term value to all stakeholders. Our commitment to diversity, equity and inclusion (“DEI”) – with one of the most diverse boards and management teams in our industry and across the economy – underpins our success. The Proxy Statement describes the Board’s oversight of sustainability, DEI and other ESG issues, which are core to our strategy.

Our regulated utility subsidiary, Southern California Edison (“SCE”), safely provides 15 million people in Southern and Central California with reliable, affordable and clean power. SCE is a critical enabler of California’s ambitious climate goals, which include reducing greenhouse gas (“GHG”) emissions by 40% from 1990 levels by 2030 and 80% by 2050, in addition to achieving net-zero GHG emissions economy-wide by 2045. SCE is on track to meet its goal to deliver 100% carbon-free power to customers by 2045, already having reached an estimated 42% in 2021.

Beyond SCE’s footprint, we are advancing a blueprint to achieve net-zero GHG emissions across the economy affordably – called Pathway 2045 – using an increasingly carbon-free electric grid to power substantial electrification adoption over the next two decades. EIX is committed to achieving net-zero GHG emissions by 2045, in alignment with economy-wide climate actions planned by California. This commitment covers the power SCE delivers to customers and EIX’s enterprise-wide operations.

In 2021, we released our Mind the Gap policy paper, highlighting areas requiring accelerated actions to meet California’s 2030 goals. To that end, SCE recently proposed a nearly $700 million building electrification program focused on commercial and residential customer adoption of heat pumps and continues to implement its transportation electrification programs with over $800 million of approved funding for light-, medium- and heavy-duty electric vehicle charging infrastructure. SCE is also investing $1 billion in utility-owned battery storage projects to meet reliability needs across the grid for this summer and help integrate clean energy resources over the long term.

We are also evaluating long-term risk reduction related to the impacts of climate change, such as increased frequency of severe weather events, sea level rise, intensified conditions for wildfires and cascading events. SCE is conducting a comprehensive analysis of climate change exposure, vulnerabilities and adaptation strategies for utility infrastructure to achieve long-term resilience. This is in addition to SCE’s ongoing work to implement wildfire risk mitigation measures, including grid hardening, enhanced inspections, expanded vegetation management and targeted de-energization. As a result, SCE estimates it has reduced the probability of losses from catastrophic wildfires by 65–70%, relative to pre-2018 levels.

Edison Energy, our unregulated, competitive energy advisory services business, is supporting large corporate customers’ renewable energy and sustainability goals in the U.S. and internationally, including 22 of the Fortune 100. Edison Energy helped execute 1.3+ GW of renewable energy agreements for customers in 2021, bringing total offsite procurement to over 8.0 GW.

These areas of focus highlight work performed across the Company by our committed team dedicated above all to safety, the first of our core values, especially throughout the pandemic. Our culture of safety ownership and risk-based safety programs help us identify and mitigate worker and public safety risks, highlighting advances in safety performance for 2021 and specific focus areas for continued improvement in 2022.

We continue to make meaningful progress advancing our DEI goals, including increasing data transparency on representation, pay equity and employee sentiment; launching career development and talent development accelerator efforts focused initially on Black employees and expanding to other underrepresented groups; and awarding the first cohort of scholarships for the skilled craft scholarship program initially focused on Black participants. We will continue to use employee training, dialogue with employee-led business resource groups, and external partnerships with community organizations to foster an even more inclusive work environment.

Edison International | 2022 Proxy Statement iii

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LETTER FROM OUR PRESIDENT AND CEO

In 2021, EIX’s stock price continued to be affected by market volatility related to COVID-19 and negative perceptions of wildfire and regulatory risk. While we were pleased to see EIX’s stock outperform the Philadelphia Utility Index by over 10% during the last quarter of 2021 as investors reacted positively to a third consecutive year without a catastrophic wildfire associated with SCE’s equipment, our stock still ended the year at a significant discount to peer valuations. We are redoubling our efforts to help investors understand – and have our valuation reflect appropriately – the risk reduction achieved through SCE’s mitigation efforts, California’s major advances in fire suppression capability, and the regulatory and financial risk mitigations achieved in AB 1054.

For 2021, we reported core earnings (defined on page 43 of the Proxy Statement) per share (“EPS”) of $4.59, an increase from $4.52 in 2020. The increase in our 2021 core EPS was primarily due to continued rate base growth at SCE, partially offset by higher financing costs at EIX.

In December 2021, the Board approved an increase in the annual dividend for the 18th consecutive year. This dividend increase of 5.66% reflects the Board’s and management’s continued confidence in EIX’s 5–7% long-term EPS growth target. SCE’s investments in wildfire mitigation and the infrastructure needed for economy-wide electrification will drive long-term growth.

The letter at the beginning of this Proxy Statement captured the sentiments all of us on the Board share about Bill Sullivan and Peter Taylor, but let me add a personal note here. As our first independent Chair, Bill has been an outstanding leader and coach, and I am deeply grateful for his counsel and friendship. I am equally grateful for Peter’s willingness and ready skills to be our next independent Chair. His deep experience, understanding of our business and connection to our communities will serve our Company well. I would also like to thank our entire Board for their guidance and steady hand, helping us succeed through multiple challenges to focus on our inspiring mission and exciting future.

We remain steadfast in our efforts to provide long-term, sustainable value to our shareholders and other stakeholders. Thank you for your continued investment in Edison International.

Sincerely,

Pedro J. Pizarro

President and
Chief Executive Officer

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Letter from Our Board of Directors	i

Letter from Our President and CEO	iii

Notice of 2022 Annual Meeting	1

Meeting and Voting Information	2

ITEM 1: ELECTION OF DIRECTORS	4
Our Director Nominees	4
Experience, Skills and Attributes of Our Director Nominees	5
Biographical Information About Our Director Nominees	6

Corporate Governance	17
Key Governance Practices	17
Governance Structure and Processes	18
Board Committees	22

Board Oversight of Strategy, Risk and ESG	26
Strategy	26
Risk	26
ESG	28

Director Compensation	31
Director Compensation Table – Fiscal Year 2021	31

Stock Ownership	34
Directors, Director Nominees and Executive Officers	34
Other Shareholders	35

ITEM 2: RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	36
Independent Auditor Fees	37
Audit Committee Report	37

ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	39

Compensation Discussion and Analysis	40
Compensation Summary	40
What We Pay and Why: Elements of Total Direct Compensation	46
How We Make Compensation Decisions	54
Post-Employment and Other Benefits	57
Other Compensation Policies and Guidelines	59
Compensation Committee Report	61
Compensation Committee Interlocks and Insider Participation	61

Executive Compensation	62
Summary Compensation Table – Fiscal Years 2019, 2020 and 2021	62
Grants of Plan-Based Awards Table – Fiscal Year 2021	64
Outstanding Equity Awards Table – Fiscal Year-End 2021	66
Option Exercises and Stock Vested Table – Fiscal Year 2021	68
Pension Benefits Table	69
Non-Qualified Deferred Compensation Table – Fiscal Year 2021	72
Potential Payments Upon Termination or Change in Control	74
CEO Pay-Ratio Disclosure	78

Edison International | 2022 Proxy Statement v

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Notice of 2022 Annual Meeting

Items of Business		Board Recommends
Item 1 Election of Directors		FOR See page 4
Jeanne Beliveau-Dunn	Marcy L. Reed
Michael C. Camuñez	Carey A. Smith
Vanessa C.L. Chang	Linda G. Stuntz
James T. Morris	Peter J. Taylor
Timothy T. O’Toole	Keith Trent
Pedro J. Pizarro
Item 2 Ratification of the Independent Registered Public Accounting Firm		FOR See page 36
Item 3 Advisory Vote to Approve Executive Compensation		FOR See page 39

Shareholders may also vote on any other matters properly brought before the meeting.

SOLICITING AND VOTING OF PROXIES

The Board of Directors is soliciting proxies from you for use at the Annual Meeting, or at any adjournment or postponement of the meeting. Proxies allow designated individuals to vote on your behalf at the Annual Meeting. Information on how to vote your proxy is included in the Proxy Statement.

Your vote is important. Please vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded.

For the Board of Directors,

Alisa Do

Vice President and Corporate Secretary

Edison International
2244 Walnut Grove Avenue
Rosemead, CA 91770

March 18, 2022

Logistics
	DATE AND TIME Thursday, April 28, 2022 9:00 a.m. Pacific Time
	RECORD DATE Friday, March 4, 2022
	PLACE SCE Energy Education Center 6090 N. Irwindale Avenue Irwindale, California 91702 Please review Meeting and Voting Information on the following page for important requirements to attend the Annual Meeting.
	MAILING DATE The proxy materials for the Annual Meeting were first mailed or made available electronically to shareholders on or about March 18, 2022.

How to Vote
	INTERNET Visit www.edison.com/annualmeeting and follow the instructions listed on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form.
	TELEPHONE Call the telephone number on your proxy card or voting instruction form.
	MAIL If you received your proxy materials by mail, sign, date and return the enclosed proxy card or voting instruction form.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 28, 2022

This Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) are available at www.edison.com/annualmeeting.com.

Edison International | 2022 Proxy Statement 1

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Meeting and Voting Information

Annual Meeting Date, Time and Location

DATE AND TIME

Date: April 28, 2022
Time: 9:00 a.m., Pacific Time

PLACE

SCE Energy Education Center
6090 N. Irwindale Avenue
Irwindale, California 91702

We are Required to Hold an In-Person Annual Meeting

California law requires that the Company obtain consent from all shareholders in order to hold a virtual-only Annual Meeting. During the past two years, EIX held a virtual Annual Meeting pursuant to an Executive Order issued by California’s Governor that waived the shareholder consent requirement due to health and safety concerns related to the COVID-19 pandemic. The Governor’s Executive Order expires prior to the Annual Meeting, which means that, as of the Proxy Statement printing date, we are required to hold an in-person Annual Meeting.

Requirements to Attend the Annual Meeting

You are entitled to attend the Annual Meeting if you were a shareholder as of the close of business on March 4, 2022, the record date, or hold a valid proxy for the meeting. Due to health and safety considerations related to the ongoing COVID-19 pandemic, you must provide the following information in order to attend the Annual Meeting:

■	A valid, government-issued photo identification;
■	Proof of EIX Common Stock ownership as of the record date by providing a copy of: (i) your Notice of Internet Availability of Proxy Materials; (ii) the proxy card or voting instruction form included in your proxy materials; (iii) a recent account statement from your broker; or (iv) a valid legal proxy showing written authorization from the shareholder together with one of the items in (i), (ii) or (iii) above; and
■	Proof of full vaccination against COVID-19 or a recent negative COVID-19 viral test result from a PCR test taken within two days prior to the Annual Meeting or an antigen test taken within one day prior to the Annual Meeting.

Each shareholder may bring one guest to the Annual Meeting if the guest also provides a valid photo identification and proof of COVID-19 vaccination or negative COVID-19 test. Regardless of vaccination status, all attendees are strongly encouraged to wear a surgical, N95 or KN95 face mask that covers the nose and mouth while inside the Annual Meeting facility. Individuals should not attend the Annual Meeting if they are not feeling well, have had close contact with someone who has tested positive for COVID-19, or think they may have been exposed to COVID-19. All attendees will be required to comply with any additional Company health and safety protocols in place at the time of the Annual Meeting, which may include a requirement to wear a face mask, attendance limitations, social distancing, temperature checks, and/or other protocols in accordance with applicable health and safety guidelines. The Company reserves the right to deny entry into the Annual Meeting if a shareholder or guest does not comply with the Company’s vaccination, testing or other health and safety protocols. Please visit our website at www.edison.com/annualmeeting for any updates to these requirements.

Finally, all attendees must pass through a security inspection area and have any purses, briefcases, backpacks, and packages subject to inspection. Attendees may not bring signs, banners, handouts, or similar items into the meeting room. Photography and video/audio recording of the Annual Meeting are not permitted. No food or beverage will be served at the Annual Meeting or permitted in the meeting room.

Internet Availability of Proxy Materials

On March 18, 2022, we mailed a Notice of Internet Availability of Proxy Materials to most shareholders with instructions about how to access our proxy materials at www.edison.com/annualmeeting and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions in the Notice. If you previously chose to receive an email or paper copy of our proxy materials, you will continue to receive them in that manner unless you elect otherwise.

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MEETING AND VOTING INFORMATION

Proxy Solicitation

The Board is soliciting proxies from shareholders to be voted during the Annual Meeting for the purposes set forth in the Notice of Annual Meeting. The Company has retained Alliance Advisors, LLC to assist with the solicitation of proxies and will pay them an aggregate fee of $23,000 plus expenses. This fee does not include the costs of printing and mailing the proxy materials. The Company will also reimburse brokers and other nominees for their reasonable expenses for forwarding proxy materials to beneficial owners and obtaining voting instructions.

Voting Your Shares

Shareholders of record at the close of business on March 4, 2022, the record date, will be entitled to vote at the Annual Meeting. You are encouraged to vote prior to the meeting (i) via the Internet, (ii) by telephone, or (iii) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form.

If you are a 401(k) Plan Shareholder, your proxy must be received by 8:59 p.m., Pacific Time, on April 26, 2022 for the 401(k) Plan trustee to vote your shares. If a 401(k) Plan Shareholder does not vote their shares, the 401(k) Plan trustee will vote your shares in the same proportion to the 401(k) Plan shares voted by other 401(k) Plan Shareholders, unless contrary to ERISA. All other shareholders may vote your proxy by telephone or via the Internet until 8:59 p.m., Pacific Time, on April 27, 2022, and by mail if it is received by the inspector of election before the polls close at the Annual Meeting.

A shareholder may revoke a proxy by delivering a signed statement to the Corporate Secretary at or prior to the Annual Meeting (if you are a registered shareholder) or by timely executing and delivering another proxy by Internet, telephone or mail prior to the deadline above.

Quorum and Vote Required

A quorum is required for the Company to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of shareholders entitled to cast a majority of the votes that all shareholders may cast constitutes a quorum. All shares represented by a properly signed proxy will be considered as present and part of the quorum, even if you or your broker or other nominee doesn’t vote or abstains on any or all matters. As of the record date, the Company had 380,796,186 shares of Common Stock outstanding, 380,788,218 of which may cast one vote each after excluding fractional shares. Therefore, the quorum for the Annual Meeting is 190,394,110 shares.

For each proposal submitted to the shareholders for a vote, approval requires both (i) a vote of a majority of the votes cast and (ii) a majority of the votes required to constitute a quorum. A majority of votes cast means the number of shares cast “for” a proposal exceeds the number of votes cast “against” that proposal. Abstentions will not be counted as votes cast. Uninstructed shares will not be counted as votes cast except with respect to Item 2, for which brokers and other nominees have discretion to vote.

Tabulation of Votes

Broadridge Financial Solutions, Inc. will tabulate the votes. To protect the confidentiality of votes cast under the 401(k) Plan, 401(k) Plan Shareholders’ voting instructions are given directly to Broadridge. Broadridge will tabulate those votes and provide aggregate voting results directly to the 401(k) Plan trustee. EIX will not have access to any of the 401(k) Plan Shareholders’ voting instructions, and 401(k) Plan voting results are only reported to EIX in the aggregate.

Other Business at the Annual Meeting

The Board does not intend to present any business to be acted upon at the Annual Meeting other than the Items described in this Proxy Statement. If you submit a proxy and any other matters properly come before the Annual Meeting, the persons named as proxy holders will have discretionary authority to vote your shares in their best judgment. If any nominees for election to the Board become unavailable to stand for election as a director, the proxies will have authority to vote for substitute nominees chosen by the Board.

Shareholder Proposals and Other Business for the 2023 Annual Meeting

Shareholders who intend to bring any business before the 2023 Annual Meeting, including shareholder proposals and director nominations, must provide written notice to the Corporate Secretary within the periods, and with the information and documents, specified in our Bylaws. The deadline to submit shareholder proposals or other business for the 2023 Annual Meeting is November 13, 2022.

Edison International | 2022 Proxy Statement 3

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Item 1:

Election of Directors

The Board recommends you vote “FOR” each director nominee in Item 1

Our Director Nominees

The Board, acting upon the recommendation of the Nominating and Governance Committee, has nominated eleven directors for re-election to our Board. William P. Sullivan, our current independent Chair, has reached the mandatory retirement age of 72 and will retire from the Board immediately prior to the Annual Meeting. The Board has appointed Peter J. Taylor to serve as our next independent Chair, effective at the Annual Meeting.

The Board believes our director nominees are diverse in representation, skills, experiences and tenure, bringing a variety of perspectives to strategic, financial and operational deliberations.

		Director	Industry		Committee Membership					Other Public	Mandatory
Director Nominee	Age	Since	Experience	Diversity	AFC	CEPC	NGC	SOC	PC	Boards	Retirement
Jeanne Beliveau-Dunn Independent	62	2019	Technology	White/ Female						2	2032
Michael C. Camuñez Independent	53	2017	Law/ Government	Hispanic/ Male/ LGBTQ						1*	2042
Vanessa C.L. Chang Independent	69	2007	Accounting/ Real Estate	Asian/ Female						2*	2025
James T. Morris Independent	62	2016	Insurance	White/ Male						1*	2032
Timothy T. O’Toole Independent	66	2017	Transportation	White/ Male						0	2028
Pedro J. Pizarro CEO	56	2016	Electric Utilities	Hispanic/ Male						0	N/A
Marcy L. Reed Independent	59	2022	Electric/Gas Utilities	White/ Female						1	2035
Carey A. Smith Independent	58	2019	Technology/ Engineering	White/ Female						1	2036
Linda G. Stuntz Independent	67	2014	Law/Utility Regulation	White/ Female						0	2027
Peter J. Taylor Independent	63	2011	Finance	African American/ Male						2*	2031
Keith Trent Independent	62	2018	Electric Utilities	White/ Male						1	2032

AFC	Audit and Finance Committee	* Includes the board of a fund complex registered as an investment company under Securities and Exchange Commission (“SEC”) rules		Member
CEPC	Compensation and Executive Personnel Committee			Chair
NGC	Nominating and Governance Committee		F	Financial Expert
SOC	Safety and Operations Committee
PC	Pricing Committee

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ITEM 1: ELECTION OF DIRECTORS

Experience, Skills and Attributes of Our Director Nominees

The Board believes our director nominees have the appropriate diversity of experience, skills and attributes to effectively oversee our operations, risks and long-term strategy. The Nominating and Governance Committee reviews each candidate’s qualifications when considering whether to nominate directors for election or re-election to the Board. Listed below are important areas of experience, skills and attributes held by our director nominees.

SAFETY AND OPERATIONS	Experience in the oversight of safety and operational practices

RISK MANAGEMENT	Experience identifying, assessing and controlling financial or business risks

STRATEGIC PLANNING AND CAPITAL MARKETS	Experience with corporate strategies and long-term business plans, restructuring or repositioning businesses, mergers and acquisitions, and/or raising debt and equity capital

UTILITY INDUSTRY	Experience in the utility industry as an executive of, or outside advisor to, a utility

LEGAL, REGULATORY AND PUBLIC POLICY	Experience in legal or regulatory affairs or advancing public policy interests

CYBERSECURITY	Experience related to the protection of grid operations, technology and data from attack

TECHNOLOGY AND INNOVATION	Leadership and oversight experience in technology trends, digital platforms and/or efficiency improvements through technology

FINANCIAL EXPERTISE	Accounting or other related financial management experience and attributes that satisfy the definition of an audit committee financial expert under SEC rules

ENVIRONMENTAL AND SUSTAINABILITY	Experience in overseeing, operating or advising on environmental, climate and/or sustainability practices

ENGINEERING AND SCIENCE	Education and/or work experience in engineering or science fields

WORKFORCE/TALENT MANAGEMENT	Experience in planning, building and retaining a talented and diverse workforce that meets an organization’s needs

CORPORATE GOVERNANCE	Experience governing a public company board and protecting shareholder and other stakeholder interests

PUBLIC COMPANY CEO	Experience serving as a public company CEO

SCE/CALIFORNIA UTILITY CUSTOMER	Current or former resident of California with an understanding of the California regulatory landscape and SCE’s business and retail customers

DIVERSITY	Individuals who bring different skills, backgrounds, gender, race, ethnicity or sexual orientation to the Board

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ITEM 1: ELECTION OF DIRECTORS

Biographical Information About Our Director Nominees

A biography of each director nominee describing his or her age as of this Proxy Statement, current Board committee service, business experience during the past five years and other relevant business experience is presented below. Each nominee also serves on the SCE Board. The biography includes the experience, qualifications, attributes and skills that led the Board to conclude that the nominee should serve as a director. While each nominee’s entire range of experience and skills is important, particular experience that contributes to the diversity and effectiveness of the Board is identified below.

Jeanne Beliveau-Dunn

AGE: 62 | DIRECTOR SINCE: 2019

BOARD COMMITTEES:

■ Audit and Finance

■ Safety and Operations

OTHER PUBLIC
COMPANY BOARDS

■ Columbus McKinnon

■ Xylem, Inc.

PROFESSIONAL EXPERIENCE

Ms. Beliveau-Dunn has been the chief executive officer and president of Claridad LLC, a software and services company focused on security, automation and the internet of things, since 2018. From 2007 to 2018, she was a vice president and general manager of Cisco Systems, a global technology company. Ms. Beliveau-Dunn spent 22 years at Cisco and led the products and services businesses and operations. Additionally, she had the responsibility for centers of excellence, learning and knowledge, and innovation practices for scale. Prior to Cisco, Ms. Beliveau-Dunn was vice president and general manager of products and operations at Micronics computers and ran the secure systems product lines for Wang Laboratories.

EDUCATION

Ms. Beliveau-Dunn is a graduate of the University of Massachusetts, Massachusetts Institute of Technology’s (“MIT”) executive leadership program, and Harvard University’s accelerated master’s in business administration program for executives.

OTHER BOARD SERVICE

Ms. Beliveau-Dunn is a director of Columbus McKinnon, an independent movement company in the industrial sector, and Xylem, Inc., a water technology company. She previously served as a director of Sykes Enterprises before it was acquired by the Sitel Group in 2021.

QUALIFICATIONS AND ATTRIBUTES

Ms. Beliveau-Dunn has more than 30 years of experience as a technology executive and a transformational leader with experience in building and managing large scale infrastructure, cybersecurity, compute, cloud, networking, services and marketing operations, personnel management, and employee and leadership development. During her career, she built effective networking, digital and security solutions, including strategies for internet of things in smart cities and industrial and energy markets. Her experience managing a large workforce, building network operations and security teams, and building infrastructure and efficiency through technology and process is valuable to the Board’s and Safety and Operations Committee’s oversight of cybersecurity issues facing the Company. She is also experienced in ESG matters, compensation, financial review, acquisitions, and risk and resiliency management, and is a National Association of Corporate Directors fellow. As a California resident, Ms. Beliveau-Dunn also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment.

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ITEM 1: ELECTION OF DIRECTORS

Michael C. Camuñez

AGE: 53 | DIRECTOR SINCE: 2017

BOARD COMMITTEES:

■ Audit and Finance

■ Nominating and Governance

OTHER PUBLIC
COMPANY BOARDS

■ Capital Group Fund Complex

PROFESSIONAL HIGHLIGHTS

Mr. Camuñez has been the president and chief executive officer of Monarch Global Strategies, a binational strategic advisory firm to companies doing business in emerging economies, with an emphasis on Mexico, since 2013. He previously served as the U.S. assistant secretary of commerce at the International Trade Administration of the U.S. Department of Commerce, where he managed a global portfolio to help lead the U.S. government’s efforts to open new markets for U.S. goods and services. Mr. Camuñez also served as special counsel to the President in the Office of the White House Counsel and as special assistant to the President, where he helped manage senior appointments to President Obama’s cabinet. He is a former partner of O’Melveny & Myers LLP and Manatt, Phelps & Phillips LLP in Southern California and served as a senior policy advisor during the Clinton Administration.

EDUCATION

Mr. Camuñez is a graduate of Harvard University and received his law degree with distinction from Stanford Law School.

OTHER BOARD SERVICE

Mr. Camuñez is a director of four funds in the American Funds family of mutual funds, which are advised by the Capital Group. He is also a trustee of Stanford University and of the David and Lucile Packard Foundation. Mr. Camuñez is a director of several private and nonprofit organizations, including Amplify Education, Inc., the Pacific Council on International Policy, and the Center for Law and Social Policy. He also serves on the California Natural Resources Agency’s Pathways to 30x30 Advisory Committee convened to help inform the state’s strategies to conserve 30 percent of California’s land and coastal waters by 2030.

QUALIFICATIONS AND ATTRIBUTES

Mr. Camuñez brings a broad government, legal, public policy and public affairs background relevant to the Company’s business and strategy. He has deep experience advising boards and companies in regulated industries on corporate strategy, compliance, government relations and business development. A nationally recognized Latino civic and business leader in California, Mr. Camuñez is deeply connected to the diverse communities served by SCE. His service on the Pathways to 30x30 Advisory Committee and philanthropic work with organizations like the Packard Foundation has enabled him to focus on strategies related to climate change and conservation in California and globally, which complements the Company’s strategic mission. As a California resident, Mr. Camuñez also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment.

Edison International | 2022 Proxy Statement 7

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ITEM 1: ELECTION OF DIRECTORS

Vanessa C.L. Chang

AGE: 69 | DIRECTOR SINCE: 2007

BOARD COMMITTEES:

■ Compensation and Executive Personnel (Chair)

■ Nominating and Governance

OTHER PUBLIC
COMPANY BOARDS

■ Capital Group Fund Complex

■ Transocean Ltd.

PROFESSIONAL HIGHLIGHTS

Ms. Chang served as a director of EL & EL Investments, a private real estate investment business, from 1999 to 2018. She previously served as chief executive officer and president of ResolveItNow.com, an online dispute resolution service for high-volume, low-value claims, and senior vice president of Secured Capital Corporation, a real estate investment bank focused on origination and subsequent sales of commercial mortgage-backed securities. Prior to that, Ms. Chang had a 21-year career at the accounting firm KPMG Peat Marwick LLP, which included serving as the West Coast partner in charge of Corporate Finance.

EDUCATION

Ms. Chang is a graduate of the University of British Columbia and is an inactive Certified Public Accountant.

OTHER BOARD SERVICE

Ms. Chang is a director of Transocean Ltd. and is a director or trustee of six exchange traded funds and 16 other funds which are advised by the Capital Group. She previously served as a director of Sykes Enterprises before it was acquired by the Sitel Group in 2021.

QUALIFICATIONS AND ATTRIBUTES

Ms. Chang has extensive experience in accounting and financial reporting, executive compensation, capital markets and corporate governance matters acquired during her career and service on other public and private company boards. In addition to her board service, she actively monitors governance trends through her participation in the National Association of Corporate Directors, Women Corporate Directors and Women in Governance. Ms. Chang has developed considerable knowledge of the Company’s business, corporate history and governance during her 15 years of service on the Board. Her experience and commitment to independent oversight as a director enhance our Board’s effectiveness, and her leadership as Chair of our Compensation and Executive Personnel Committee and contributions to our Nominating and Governance Committee continue to provide value to the Board.

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ITEM 1: ELECTION OF DIRECTORS

James T. Morris

AGE: 62 | DIRECTOR SINCE: 2016

BOARD COMMITTEES:

■ Audit and Finance

■ Compensation and Executive Personnel

OTHER PUBLIC
COMPANY BOARDS

■ Pacific Life Mutual Fund Complex
(until April 1, 2022)

PROFESSIONAL HIGHLIGHTS

Mr. Morris is the chairman, president and chief executive officer of Pacific Life Insurance Company, and of its parent companies Pacific Mutual Holding Company and Pacific LifeCorp. He has served as chief executive officer since 2007 and chairman since 2008, and served as president from 2007 to 2012 and again beginning in 2016. Mr. Morris has served in a variety of management positions since joining Pacific Life in 1982, including chief operating officer, executive vice president and chief insurance officer, and senior vice president, individual insurance. He plans to retire as chairman, president and chief executive officer of Pacific Life effective April 1, 2022, and will continue as a director of Pacific Life until his term ends in May 2023.

EDUCATION

Mr. Morris is a graduate of the University of California at Los Angeles.

OTHER BOARD SERVICE

Until his retirement on April 1, 2022, Mr. Morris will continue to serve as chairman of the board and a trustee of the Pacific Select Fund and the Pacific Funds Series Trust, which are part of the Pacific Life Mutual Fund Complex. He also serves as a director of the Children’s Hospital of Orange County and will continue as chairman of the Pacific Life Foundation until his retirement on April 1, 2022. Mr. Morris previously served as a director and chair of the American Council of Life Insurers, the nation’s principal life insurance company trade association, and as a member of the Life Insurance Marketing Research Association’s Strategic Marketing Issues Committee.

QUALIFICATIONS AND ATTRIBUTES

Mr. Morris has significant business and chief executive leadership experience in a highly regulated industry and provides expertise on insurance issues that impact the Company. He brings strategic planning, risk management, workforce management and financial analysis experience from 40 years of service at Pacific Life, which is particularly valuable to our Audit and Finance and Compensation and Executive Personnel Committees. Mr. Morris also provides the perspective of a Southern California resident and executive of a Fortune 500 business headquartered and doing business in the local markets served by SCE.

Edison International | 2022 Proxy Statement 9

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ITEM 1: ELECTION OF DIRECTORS

Timothy T. O’Toole

AGE: 66 | DIRECTOR SINCE: 2017

BOARD COMMITTEES:

■ Compensation and Executive Personnel

■ Safety and Operations
(Chair)

OTHER PUBLIC
COMPANY BOARDS

■ None

PROFESSIONAL HIGHLIGHTS

Mr. O’Toole served as the chief executive officer of First Group plc, a transportation company that provides rail and bus services in the United Kingdom and North America, from 2010 to 2018. He previously served as managing director of the London Underground, where he led the response to the 2005 terrorist bombing attacks for which he was awarded the honor of a Commander of the Most Excellent Order of the British Empire (CBE) from the Queen. Prior to his time at the London Underground, Mr. O’Toole served in various senior management roles during his 20 years of service at Consolidated Rail Corporation, including as president and chief executive officer.

EDUCATION

Mr. O’Toole is a graduate of La Salle University and received his law degree from the University of Pittsburgh.

OTHER BOARD SERVICE

Mr. O’Toole is a director of the National Safety Council and previously served as a director of First Group plc and CSX Corporation.

QUALIFICATIONS AND ATTRIBUTES

Mr. O’Toole provides public company chief executive leadership experience in a regulated, capital intensive industry. His operational experience in safety, risk management and crisis management are particularly relevant to the oversight of our business and strategy and his leadership role as Chair of the Safety and Operations Committee. Mr. O’Toole brings extensive safety expertise through his work experience and as a director of the National Safety Council, and has been recognized as a safety leader in both the United States and internationally. He has decades of direct management experience of a large workforce in industries where worker and public safety are critical. Mr. O’Toole’s perspective as a former chief executive and public company director provides value to our Compensation and Executive Personnel Committee.

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ITEM 1: ELECTION OF DIRECTORS

Pedro J. Pizarro

AGE: 56 | DIRECTOR SINCE: 2016

BOARD COMMITTEES:

■ Pricing

OTHER PUBLIC
COMPANY BOARDS

■ None

PROFESSIONAL HIGHLIGHTS

Mr. Pizarro has been the President and CEO of EIX since 2016. Prior to that, he served as President of SCE from 2014 to 2016. From 2011 to 2014, Mr. Pizarro served as President of Edison Mission Energy (“EME”), an indirect subsidiary of EIX that filed for bankruptcy in 2012 and emerged through a sale of its principal assets in 2014. He has held a wide range of other executive positions at the EIX companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Mr. Pizarro also previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Prior to his work at the EIX companies, Mr. Pizarro was a senior engagement manager with McKinsey & Company, providing management consulting services to energy, technology, engineering services and banking clients.

EDUCATION

Mr. Pizarro is a graduate of Harvard University and earned a Ph.D. in chemistry from the California Institute of Technology.

OTHER BOARD SERVICE

Mr. Pizarro is a vice chairman of the Edison Electric Institute, where he also serves on the executive committee and as co-chair of the CEO task force on transportation electrification. He is also a director of the Electric Power Research Institute and previously served as chair. Mr. Pizarro is a member of the Electricity Subsector Coordinating Council, which coordinates with the federal government and electric power sector to prepare for, and respond to, national-level disasters and physical and cybersecurity threats to critical infrastructure. Mr. Pizarro also serves as a director and executive committee member of the Analysis and Resilience Center for Systemic Risk, and is a member of the Board of Governors of Argonne National Laboratory and the Board of Trustees of the California Institute of Technology. He is also a member of the External Advisory Committee of MIT’s Future of Storage study, which is expected to issue a report in 2022 regarding key storage technologies for electricity systems that rely on variable renewable energy resources.

QUALIFICATIONS AND ATTRIBUTES

Mr. Pizarro provides in-depth knowledge of the Company’s business, experienced industry leadership, safety and operations, workforce management, cybersecurity, business resiliency and strategic planning experience and background. His leadership and experience dealing with difficult challenges during the EME bankruptcy add value to the Board. Mr. Pizarro also brings the experience and perspective of a director of several industry-related associations.

Edison International | 2022 Proxy Statement 11

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ITEM 1: ELECTION OF DIRECTORS

Marcy L. Reed

AGE: 59 | DIRECTOR SINCE: FEBRUARY 2022

BOARD COMMITTEES:

■ Audit and Finance

■ Safety and Operations

OTHER PUBLIC
COMPANY BOARDS

■ Clean Harbors, Inc.

PROFESSIONAL HIGHLIGHTS

Ms. Reed held a variety of senior leadership positions during her 32-year career with National Grid plc, an electricity, natural gas and clean energy delivery company. From 2011 to 2021, she served as president of National Grid’s Massachusetts business and executive vice president of U.S. Policy and Social Impact. Ms. Reed was responsible for the gas and electricity business in Massachusetts, including operational, customer service, financial and reputational outcomes. In addition, she led energy policy development for the U.S. business and the effective implementation of National Grid’s social mobility platform. Ms. Reed joined National Grid in 1988 and held various positions in finance, merger integration, corporate affairs and business operations. She also spent three years in London as the head of investor relations for National Grid. Prior to National Grid, Ms. Reed was a senior auditor at Coopers & Lybrand LLP.

EDUCATION

Ms. Reed is a graduate of Dartmouth College and holds a master’s degree in accounting from Northeastern University and executive education certificates from Wharton and INSEAD. She is a Certified Public Accountant.

OTHER BOARD SERVICE

Ms. Reed is a director of Clean Harbors, Inc., a provider of environmental and industrial services, and Qualus Power Services, a private electric power engineering company. She is a trustee of Northeastern University and a director of Blue Cross Blue Shield of Massachusetts, chairing the audit committees of both entities. Ms. Reed also serves as a director of The Partnership, Inc., an organization working to build racially diverse leadership pipelines.

QUALIFICATIONS AND ATTRIBUTES

Ms. Reed brings extensive utility operations, safety, energy policy and ESG experience from her leadership at National Grid, where she was responsible for ensuring safe and reliable electricity and gas distribution services were provided to over six million people throughout Massachusetts. She also directed strategic energy policy development at National Grid supporting broad energy network investment and climate change mitigation initiatives, which is particularly relevant to our strategy and operations in California’s regulatory environment. Ms. Reed also provides financial expertise as a Certified Public Accountant with experience in public accounting and corporate finance. This experience provides additional value to our Audit and Finance and Safety and Operations Committees.

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ITEM 1: ELECTION OF DIRECTORS

Carey A. Smith

AGE: 58 | DIRECTOR SINCE: 2019

BOARD COMMITTEES:

■ Nominating and Governance

■ Safety and Operations

OTHER PUBLIC
COMPANY BOARDS

■ Parsons Corporation

PROFESSIONAL HIGHLIGHTS

Ms. Smith serves as president and chief executive officer of Parsons Corporation, a disruptive technology provider for global defense, intelligence and critical infrastructure markets. She has served as president since 2019, as chief executive officer since July 2021, and will become chairwoman of the board in April 2022. From 2018 to July 2021, Ms. Smith served as chief operating officer and, from 2016 to 2018, she served as president of Parsons’ Federal Solutions business. Before joining Parsons, she served in progressive leadership roles at Honeywell International Inc. from 2011 to 2016, including president of the Defense and Space business unit, vice president of Honeywell Aerospace Customer and Product Support, and president of Honeywell Technology Solutions, Inc. Prior to joining Honeywell, Ms. Smith served in several leadership roles at Lockheed Martin Corporation from 1985 to 2011.

EDUCATION

Ms. Smith holds a bachelor’s degree in electrical engineering from Ohio Northern University and a master’s degree in electrical engineering from Syracuse University. In 2018, she received an honorary doctorate degree from Ohio Northern University for her contributions to the university and the field of engineering.

OTHER BOARD SERVICE

Ms. Smith is a director of Parsons Corporation and previously served as a director of NN, Inc. She also serves on the board of directors at three nonprofit organizations: Professional Services Council, where she currently serves as chair; United States Geospatial Intelligence Foundation; and the Intelligence and National Security Alliance.

QUALIFICATIONS AND ATTRIBUTES

Ms. Smith brings the perspective of a public company chief executive officer at Parsons, which was headquartered in Southern California until 2019 and continues to have key programs throughout the state. Her understanding of the impact of California’s regulatory landscape on SCE’s business customers contributes to the Board’s effective oversight of key issues confronting the electric utility industry. Ms. Smith brings strategic planning experience related to the acquisition and integration of technology businesses, which is particularly helpful to our strategy. Her operational experience in safety-intensive environments provides an important perspective to the Board and its Safety and Operations Committee. Ms. Smith also brings a strong background in cybersecurity through her aerospace and defense industry experience and is a certified cybersecurity governance professional by the National Association of Corporate Directors.

Edison International | 2022 Proxy Statement 13

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ITEM 1: ELECTION OF DIRECTORS

Linda G. Stuntz

AGE: 67 | DIRECTOR SINCE: 2014

BOARD COMMITTEES:

■ Compensation and Executive Personnel

■ Nominating and Governance (Chair)

OTHER PUBLIC
COMPANY BOARDS

■ None

PROFESSIONAL HIGHLIGHTS

Ms. Stuntz served as a partner of the law firm of Stuntz, Davis & Staffier, P.C. from 1995 to 2018, where she specialized in energy and environmental regulation. She previously served as Deputy Secretary of, and held senior positions in, the U.S. Department of Energy. Ms. Stuntz also previously served as associate minority counsel and minority counsel to the Energy and Commerce Committee of the U.S. House of Representatives. She served on the U.S. Secretary of Energy Advisory Board in 2015 and 2016.

EDUCATION

Ms. Stuntz is a graduate of Wittenberg University and received her law degree from Harvard University.

OTHER BOARD SERVICE

Ms. Stuntz is a Senior Advisor at the Center for Strategic and International Studies and the chair of the External Advisory Committee of MIT’s Future of Storage study, which is expected to issue a report in 2022 regarding key storage technologies for electricity systems that rely on variable renewable energy resources. She previously served as a director of Royal Dutch Shell plc, Raytheon Company, Schlumberger, Ltd. and American Electric Power Company.

QUALIFICATIONS AND ATTRIBUTES

Ms. Stuntz’s utility, environmental law and public policy experience is particularly relevant to the Company’s business. During her time at the U.S. Department of Energy, she held positions that focused on issues related to global climate change and energy-related measures to minimize GHG emissions, key issues that impact the Company in California. Ms. Stuntz’s corporate governance experience from her prior service on other public company boards and as a member of our Nominating and Governance Committee since 2014 informs her leadership as Committee Chair. She brings ESG and safety experience from her private industry work with utilities and energy companies, as a director of public companies in industries with environmental and safety concerns, and from serving as Chair of our Nominating and Governance Committee and previously serving on our Safety and Operations Committee from 2014 to April 2021.

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ITEM 1: ELECTION OF DIRECTORS

Peter J. Taylor

AGE: 63 | DIRECTOR SINCE: 2011

BOARD COMMITTEES:

■ Audit and Finance (Chair)

■ Safety and Operations

■ Pricing

OTHER PUBLIC
COMPANY BOARDS

■ 23andMe Holding Co.

■ Western Asset Fund Complex

PROFESSIONAL HIGHLIGHTS

Mr. Taylor has been the president of ECMC Foundation, a nonprofit corporation dedicated to improving educational outcomes for students from underserved backgrounds, since 2014. From 2009 to 2014, he served as executive vice president and chief financial officer for the University of California system, where he oversaw all aspects of financial management at the ten campuses and the five academic medical centers. Prior to that, most of Mr. Taylor’s professional career was in investment banking, with nearly 16 years in municipal finance banking for Lehman Brothers and Barclays Capital.

EDUCATION

Mr. Taylor is a graduate of the University of California Los Angeles and holds a master’s degree in public policy analysis from Claremont Graduate University.

OTHER BOARD SERVICE

Mr. Taylor is a director of 23andMe Holding Co. and a trustee of the Western Asset Fund Complex. He is also a director of several private companies, including Pacific Mutual Holding Company, the Ralph M. Parsons Foundation, the Kaiser Family Foundation and the College Futures Foundation. Mr. Taylor previously served as a member of the Board of Trustees of California State University system, where he chaired the Educational Policy Committee and the Finance Committee. He also previously served as chair of the UCLA Foundation and chair of the UCLA task force on African American Admissions.

QUALIFICATIONS AND ATTRIBUTES

Mr. Taylor provides finance and public policy experience, which is particularly relevant to the Company’s infrastructure investment strategy and highly regulated business. He also brings capital markets experience from his investment banking career. At the University of California, Mr. Taylor had direct responsibility for risk management, accounting and financial reporting, which is valuable as a financial expert and Chair of our Audit and Finance Committee. He also brings safety experience from his years as a senior executive of the University of California, which launched the “Be Smart About Safety” campaign across all campuses during his tenure, and in his oversight role as a member of the Board of Trustees of the California State University. As a California resident with extensive professional experience in the state, Mr. Taylor also understands the perspective of utility customers impacted by California’s wildfires and regulatory environment. Mr. Taylor’s leadership qualities, capital markets experience, public policy insights and understanding of the Company’s strategy, business and regulatory landscape make him well suited to serve as the Company’s next independent Chair of the Board.

Edison International | 2022 Proxy Statement 15

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ITEM 1: ELECTION OF DIRECTORS

Keith Trent		AGE: 62 \| DIRECTOR SINCE: 2018
BOARD COMMITTEES: ■ Audit and Finance ■ Safety and Operations OTHER PUBLIC COMPANY BOARDS ■ Capital Power Corporation PROFESSIONAL HIGHLIGHTS Mr. Trent has 14 years of experience as a utility executive, general counsel and internal legal counsel. From 2009 to 2015, he held a variety of senior executive positions with Duke Energy Corporation, with responsibility for long-term grid strategy, regulated utilities, electric transmission, regulated fossil-fuel and hydro generation, health, safety and environment, fuel and system optimization, central engineering and services, and commercial businesses operating in domestic a

SEC Form DEF 14A filed by Edison International