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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): April 26, 2007
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-9936 95-4137452
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
626-302-2222
(Registrant's telephone number, including area code)
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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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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This current report and its exhibits include forward-looking statements. Edison
International based these forward-looking statements on its current expectations and
projections about future events in light of its knowledge of facts as of the date of this
current report and its assumptions about future circumstances. These forward-looking
statements are subject to various risks and uncertainties that may be outside the control
of Edison International. Edison International has no obligation to publicly update or
revise any forward-looking statements, whether due to new information, future events, or
otherwise. This current report should be read with Edison International's Annual Report on
Form 10-K for the year ended December 31, 2006, and subsequent Quarterly Reports on Form
10-Q.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of 2007 Performance Incentive Plan
The Board of Directors of Edison International (the "Board") previously adopted the
2007 Performance Incentive Plan (the "2007 Plan"), subject to shareholder approval of the
2007 Plan. According to the results from Edison International's annual shareholder meeting
held on April 26, 2007, Edison International's shareholders have approved the 2007 Plan.
The following summary of the 2007 Plan is qualified in its entirety by reference to
the text of the 2007 Plan, which was previously filed as Exhibit A to the Edison
International and Southern California Edison Company ("SCE") Joint Proxy Statement (the
"Proxy Statement") filed on March 16, 2007, and is incorporated by reference herein.
The Board or one or more committees appointed by the Board will administer the 2007
Plan. The Board has delegated general administrative authority for the 2007 Plan to its
Compensation and Executive Personnel Committee.
The administrator of the 2007 Plan has broad authority under the 2007 Plan to, among
other things, select participants and determine the type(s) of award(s) that they are to
receive, and determine the number of shares that are to be subject to awards and the terms
and conditions of awards, including the price (if any) to be paid for the shares or the
award.
Persons eligible to receive awards under the 2007 Plan include officers or employees
of Edison International or any of its subsidiaries, and non-employee members of the Edison
International and SCE Boards of Directors.
Prior to the adoption of the 2007 Plan, Edison International maintained two active
equity compensation plans, the Edison International Equity Compensation Plan (the "ECP")
and the Edison International 2000 Equity Plan (the "2000 Plan" and together with the ECP,
the "Prior Plans").
The maximum number of shares of Edison International's common stock that may be
issued or transferred pursuant to awards under the 2007 Plan equals the sum of: (1)
8,500,000 shares, plus (2) the number of any shares subject to awards granted under the
Prior Plans and
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outstanding on April 26, 2007, which expire, or for any reason are
cancelled or terminated, after that date without being exercised or shares being delivered
(including shares that become available because outstanding awards are settled in cash, but
not any shares exchanged or withheld or deemed exchanged or withheld as full or partial
payment for any award or for withholding taxes thereon). As of March 6, 2007,
approximately 15,430,941 shares were subject to awards then outstanding under the Prior
Plans. No additional awards will be granted under the Prior Plans on or after April 26,
2007.
The types of awards that may be granted under the 2007 Plan include stock options,
stock appreciation rights, restricted stock, stock units, performance shares, stock bonuses
and other forms of awards granted or denominated in Edison International's common stock, as
well as certain cash bonus awards.
Edison International 2007 Executive Bonus Program
The Compensation and Executive Personnel Committee of the Board approved the 2007
Executive Bonus Program (the "2007 Bonus Program") subject to shareholder approval of the
2007 Plan as described above. On April 26, 2007, Edison International's shareholders
approved the 2007 Plan.
The following summary of the 2007 Bonus Program is qualified in its entirety by
reference to the text of the 2007 Bonus Program which is filed as Exhibit 10.2 hereto and
incorporated by reference herein.
The 2007 Bonus Program will be administered by the Compensation and Executive
Personnel Committee of the Board.
The 2007 Bonus Program creates a bonus pool having a maximum value equal to 1.5% of
Edison International's consolidated earnings from continuing operations during fiscal year
2007. As disclosed in the Proxy Statement, certain Edison International executive officers
were granted performance-based awards under the 2007 Bonus Program having a maximum value
equal to a fixed percentage of the bonus pool, if any. The maximum fixed percentage of the
bonus pool allocated to each named executive officer of Edison International who
participates in the 2007 Bonus Program is as follows:
Name and Title Percentage of Bonus Pool
John E. Bryson, Chairman of the Board, 36%
President and CEO of Edison International and
Chairman of the Board of SCE
Alan J. Fohrer, CEO of SCE 12%
Thomas R. McDaniel, Executive Vice 12%
President, CFO and Treasurer of
Edison International
Theodore F. Craver, Jr., CEO of 12%
Edison Mission Group Inc.
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John R. Fielder, President of SCE 8%
The Compensation and Executive Personnel Committee retains discretion to reduce the
actual amount payable to any of these officers but it is not allowed to increase the actual
amount payable to any of the officers or to re-allocate any reduced bonus amount between
program participants.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
See the Exhibit Index below.
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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.
EDISON INTERNATIONAL
(Registrant)
/s/ Linda G. Sullivan
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Linda G. Sullivan
Vice President and Controller
Date: May 2, 2007
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EXHIBIT INDEX
Exhibit No. Description
10.1 Edison International 2007 Performance Incentive Plan
(incorporated by reference from Exhibit A to the Edison
International and Southern California Edison Company
Joint Proxy Statement filed on March 16, 2007)*
10.2 Edison International 2007 Executive Bonus Program
* Incorporated herein by reference pursuant to Rule 12b-32.
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