Consolidated Edison (ED) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 19, 2025, with stockholders voting on director elections, ratification of independent accountants, and an advisory vote on executive compensation.

• Stockholders of record as of March 24, 2025, are entitled to vote, with each share of common stock carrying one vote; 360,200,271 shares were outstanding on the record date.

• The proxy statement includes forward-looking statements and non-GAAP financial measures, with reconciliations provided in Appendix A.

Voting matters and shareholder proposals

• Proposals include: election of ten directors, ratification of PricewaterhouseCoopers LLP as independent accountants for 2025, and an advisory vote on named executive officer compensation.

• Each director nominee must receive a majority of votes cast; broker discretionary voting is only allowed for the ratification of independent accountants.

• Stockholder proposals for the 2026 meeting must be received by December 12, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Ten director nominees are presented, with 90% classified as independent; the board maintains a mix of tenure, diversity, and skills.

• The board is led by a combined CEO/Chairman, with an independent Lead Director overseeing governance and succession planning.

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

• Proxy access allows stockholders (owning at least 3% for three years) to nominate up to 20% of the board.

• Annual board and committee self-assessments are conducted, and director compensation is reviewed biennially.