EDISON INTERNATIONAL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.** **)

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March 15, 2024

Dear Shareholder:

The Board of Directors is pleased to invite you to attend the Edison International (“EIX” or the “Company”) 2024 Annual Meeting of Shareholders on April 25, 2024 at 9:00 a.m. Pacific Time. The Annual Meeting will be held at EIX’s headquarters located at 2244 Walnut Grove Avenue, Rosemead, California 91770. 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.

Leading the Clean Energy Transition

EIX continues to execute on our strategy to lead the electric industry’s clean energy transition by safely delivering reliable, affordable and clean power to customers through our regulated utility subsidiary, Southern California Edison Company (“SCE”), and providing clean energy and sustainability solutions to commercial, institutional and industrial companies through our global energy advisory subsidiary, Edison Energy. For example, in 2023, SCE delivered approximately 49% of its power to customers from carbon-free resources, contracted for approximately 2,000 megawatts of new energy storage, and expanded its nation-leading suite of transportation electrification programs. Longer term, SCE plans to invest approximately $13 billion in infrastructure replacement between 2023 and 2028 to ensure the grid is reliable, resilient, and ready for widespread electrification. Edison Energy continues to support EIX’s clean energy strategy globally, providing energy management and sustainability services to clients in over 30 countries as they navigate the clean energy transition. Edison Energy works with 49 of the Fortune 500 and Fortune Global 500 companies, and has helped clients secure power purchase agreements for approximately 12 gigawatts of renewable energy to date.

The examples above highlight our commitment to achieve enterprise-wide net-zero greenhouse gas (“GHG”) emissions across Scopes 1, 2 and 3 and deliver 100% carbon-free power to SCE customers by 2045, in alignment with economy-wide climate actions required by the State of California. However, as outlined in ourCountdown to 2045 white paper published in September 2023, achieving California’s statutory climate requirements will require economy-wide innovation and coordination to accelerate the pace of electrification, integrated planning by state agencies, and investments in the grid to realize an affordable and effective clean energy transition. If California’s 2045 goals are met, the average SCE household is projected to save approximately 40% on their total annual energy (electricity, natural gas and gasoline) expense by 2045 while also benefiting from cleaner air.

Wildfire Risk Mitigation and Climate Adaptation

SCE continues to successfully implement its wildfire mitigation plan to address the impacts of climate change, reduce wildfire risk and protect public safety. SCE’s grid hardening, situational awareness and operational enhancements have resulted in more than 5,500 miles of covered conductor installation, two million tree trims and removals of dead or dying trees, one million inspections in high-fire risk areas, and 1,700 weather station installations since 2018. Based on independent estimates from third-party wildfire risk modeling, these concerted efforts have reduced the probability of losses from catastrophic wildfires linked to SCE equipment by approximately 85-88% compared to pre-2018 levels.

We are now seeing the effects of climate-change-driven wildfires throughout the nation, particularly with the heart-wrenching fire in Maui and fires in places like Louisiana, Texas and the East Coast. These unfortunate events demonstrate the need to build on SCE’s progress by continuing to collaborate with industry peers, governments and communities to further enhance resiliency and adapt to climate change as we transition to a clean energy future.

www.edison.com/investors ô 2024 Proxy Statement i

Safety and Operations

The Company’s longstanding commitment to safety and operational excellence is integral to our values, business strategy and success. The safety of our workforce and the public remains our most important value and top priority. While we made progress in certain areas, we are committed to improving on last year’s safety performance. Going forward, we are intensifying efforts to implement programs, tools and trainings to eliminate serious injuries, reduce safety risks, and promote safety ownership and accountability throughout our workforce. In addition to safety, our focus on operational excellence continues to yield efficient, cost-effective results for our stakeholders – benefitting SCE customers with the lowest system average rate among California investor-owned utilities and providing shareholders with three-year total returns (2021-2023) that rank EIX at the 74th percentile among our PHLX Utility Sector Index peers. These results are only possible because of the steadfast efforts of our Edison team members. We are proud to have developed an incredibly diverse workforce, leadership team and Board that represent the Company’s values, endorse our clean energy strategy, and embrace operational excellence.

Financial Performance

We reported 2023 core earnings per share (“EPS”) of $4.76, compared to $4.63 in 2022. The increase in our 2023 core EPS was primarily due to higher revenue approved in SCE’s 2021 General Rate Case, higher interest income from SCE’s balancing account undercollections, and gains from the repurchase of EIX preferred stock, partially offset by higher interest expense. In December 2023, the Board approved an increase in the annual dividend for the 20th consecutive year. This dividend increase of 5.8% reflects the Board and management’s continued confidence to deliver 5 to 7% core EPS growth for 2021-2025 and 2025-2028.

Board Oversight and Accountability

As discussed in the Proxy Statement, the Board provides effective oversight of the Company’s strategy, risk management, operations, and related environmental, social and governance (“ESG”) issues. The Board takes its oversight responsibilities seriously and is committed to providing long-term, sustainable value to the Company and its stakeholders. In 2023, the Board continued to focus on safety, reliability and affordability issues related to the core utility business, wildfire risk reduction priorities, and advancing our clean energy strategy. The Board also addressed emerging issues related to cyber and physical security, disruptive technologies, and macroeconomic factors such as inflation and geopolitical tensions.

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, as described in the Proxy Statement, to oversee the Company’s strategy, risks and operations. We appreciate your confidence in the Board to represent the interests of the Company and its shareholders while considering the interests of all stakeholders critical to the Company’s success.

Thank you for your continued investment in Edison International.

ii 2024 Proxy Statement ô www.edison.com/investors