Consolidated Edison (ED) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 18, 2026, with stockholders able to participate remotely using a 16-digit control number.

• Stockholders will vote on the election of eleven directors, ratification of PricewaterhouseCoopers LLP as independent accountants for 2026, and an advisory say-on-pay vote for executive compensation.

• The proxy statement includes detailed information on board nominees, compensation policies, governance practices, and risk oversight.

• Stockholder engagement remains a priority, with 43% of shares represented in engagement activities during 2025.

Voting matters and shareholder proposals

• Proposal 1: Election of eleven directors, each requiring a majority of votes cast for election.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent accountants for 2026.

• Proposal 3: Advisory vote to approve named executive officer compensation (say-on-pay).

• Proxy access allows certain stockholders to nominate directors for inclusion in the proxy statement.

• Stockholder proposals for the 2027 meeting must be submitted by December 9, 2026.

Board of directors and corporate governance

• The board consists of eleven nominees, ten of whom are independent, with a mix of skills and backgrounds.

• The board is led by a combined CEO/Chairman and an independent Lead Director.

• Standing committees include Audit, Corporate Governance and Nominating, Executive, Finance, Safety/Environment/Operations/Sustainability, and Management Development and Compensation, all chaired by independent directors.

• Annual board and committee self-assessments are conducted, and directors are subject to stock ownership guidelines.

• Proxy access and special meeting rights are available to stockholders meeting certain thresholds.