EDISON INTERNATIONAL 8-K

What Happened

• Edison International (EIX) filed an 8-K on April 23, 2026 announcing two governance and executive changes. The Board increased its size from 11 to 12 members and elected M. Susan Hardwick as an independent director effective April 23, 2026; she will serve on the Audit and Finance Committee and the Compensation Committee.
• EIX also announced that Maria Rigatti will resign as Executive Vice President & Chief Financial Officer of EIX effective July 3, 2026 and will retire from EIX effective September 1, 2026 (she will remain an Executive Vice President through her retirement). Aaron D. Moss (age 55), currently SVP & CFO of Southern California Edison (SCE), has been elected Executive Vice President & CFO of EIX effective at the close of business on July 3, 2026.

Key Details

• Board change: size increased from 11 to 12; M. Susan Hardwick added as independent director (Apr 23, 2026).
• Bylaws amended (effective Apr 23, 2026) to clarify that the Board may designate officers to perform duties of listed Designated Officers and to adjust how the CFO, Controller and Treasurer duties are described for succession/coverage.
• Compensation for incoming CFO Aaron Moss: base salary set at $730,000 effective July 4, 2026; target annual incentive set at 85% of base (maximum incentive = 2× target); 2026 incentive will be prorated for the mid-year change.
• Long-term incentives for Moss: on Sept 30, 2026 he will receive an additional award with a grant-date fair value of ≈ $603,196, allocated 25% to non‑qualified stock options, 25% to restricted stock units, and 50% to performance shares.

Why It Matters

• The board addition and bylaws amendments strengthen governance and clarify officer succession and role coverage, which can help ensure continuity in executive duties.
• The announced CFO transition gives investors a clear timetable for leadership change in finance and provides specifics on Moss’s compensation and incentive alignment, which indicates how the company intends to retain and motivate the incoming CFO.
• The supplemental long-term award ties a meaningful portion of Moss’s pay to equity and performance shares, aligning his incentives with shareholder outcomes.