EDISON INTERNATIONAL

For the period ended Apr 24, 2025. Filed Mar 14, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2025 · Filed Mar 14, 2025

EIX$59.37-2.5%Stored close · as of Nov 6, 2026

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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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Filed by a Party other than the Registrant**☐**

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Edison International

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Letter to Shareholders

March 7, 2025Dear Shareholder:The Board of Directors invites you to attend the Edison International (“EIX” or the “Company”) 2025 Annual Meeting of Shareholders, which will be held virtually on April 24, 2025 at 8:30 a.m. Pacific Time. The Proxy Statement explains how to participate and contains important information about the business to be conducted at the meeting. We encourage you to read the Proxy Statement and vote your shares promptly.Responding to an Extreme Weather-Related Disaster On January 7, 2025, the confluence of high winds, low humidity and dry vegetation fueled the rapid growth of several wildfires in Southern California Edison’s (“SCE”) service area. The deadly and destructive fires impacted a large portion of SCE’s service area and more than half a million SCE customers lost power during the crisis. We are heartbroken over these devastating tragedies, and our thoughts and support are with the communities and people affected. We are also immensely thankful to the firefighters and other first responders who worked tirelessly and heroically to save lives and property. In response to these events, EIX and SCE immediately began work to help rebuild and restore the impacted communities. SCE promptly deployed 1,900 field crew members among more than 3,500 personnel to support the restoration effort, including engineers, planners, safety advisors and more. Through mid-February, crews replaced approximately 645,000 feet of electrical wire (the equivalent of about 122 miles), more than 1,500 power poles and more than 530 transformers. EIX committed $1,000,000 through direct giving and its foundation to support relief and recovery efforts and assist those affected by the wildfires. Team members have also donated more than $200,000 to local charities and to colleagues who lost their homes.The cause of the Eaton Fire remains undetermined. We have seen videos shared by external parties of the fire’s early stages, which suggest a possible link to SCE’s equipment. We continue to examine available and relevant information to determine the possible causes of ignition, including the possible involvement of SCE’s equipment. We also pledge transparency and cooperation as the Company and fire authorities continue our separate investigations.It is important to note that if SCE’s equipment is found to be involved in the Eaton Fire’s ignition, SCE will benefit from the protections of California’s AB 1054 (enacted in 2019), including the liability cap. The law recognizes the importance of financially healthy investor-owned utilities.We are determined to help the communities impacted by the recent fires rebuild stronger, and remain committed to creating a safer, more affordable future with cleaner air and reduced risk of climate-related disasters.Delivering Reliable, Affordable and Practical Clean Energy Solutions EIX continues to lead the electric industry’s clean energy transition by safely delivering reliable and affordable power to customers through our regulated utility subsidiary, SCE. We also provide clean energy and sustainability solutions to commercial, institutional and industrial companies through our global energy advisory subsidiary, Trio, a combination of three affiliated companies, Edison Energy, Alfa Energy and Altenex Energy. For example, in 2024, SCE delivered approximately 46% of its power from carbon-free resources, contracted for approximately 1,600 megawatts of new energy storage and continued to expand its nation-leading suite of transportation electrification programs, while advancing the possibilities of vehicle-to-grid integration. In addition, EIX reaffirmed its net-zero commitment and SCE’s plan to deliver 100% carbon-free power to customers by 2045 through our groundbreaking Reaching Net Zero analysis, demonstrating how to meet California’s ambitious climate goals through accelerated investment in clean firm generation technologies and the retention of natural gas capabilities for reliability during periods of extreme weather and peak demand. Trio continued its work helping global Fortune 500 companies advance decarbonization through transportation electrification, supply chain and energy procurement programs. SCE plans to invest $38-$43 billion in the grid between 2023-28. If California’s clean energy goals are met, the average SCE household is projected to save approximately 40% on their total energy bill by 2045. As in the past, the Company will continue to work constructively with the federal administration and state officials on important issues such as energy independence, reliability, affordability and climate mitigation.


www.edison.com/investors	2025 Proxy Statement i

Letter to Shareholders

Commitment to Safety and Operational ExcellenceThe Company’s longstanding commitment to safety 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. Executing our safety strategy continued to be a challenge in 2024, with five SCE contractor fatalities and too many injuries. Going forward, we are intensifying efforts to implement programs, tools and training 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 – benefiting SCE customers with the lowest system average rate among California investor-owned utilities. SCE continues to prioritize reliability through operational response process improvements, outage diagnostics, infrastructure upgrades, installation of covered conductor and enhanced fault detection. In 2024, SCE continued to improve customer service by reducing call wait times and delayed bills, exceeding its corporate customer satisfaction targets across all customer segments. SCE continues to demonstrate its ability to navigate the regulatory landscape, reaching a settlement agreement in a $1.6 billion legacy wildfire cost recovery application, while awaiting a proposed decision in its 2025 General Rate Case, which will solidify our financial outlook through 2028. We are proud to have developed an inclusive workforce with team members, leadership and a Board who represent the Company’s values, enable our clean energy strategy and embrace operational excellence. Financial PerformanceWe reported 2024 core earnings per share (“EPS”) of $4.93, compared to $4.76 in 2023. The increase in our 2024 core EPS was primarily due to higher revenue approved in SCE’s 2021 General Rate Case and an increase in the authorized rate of return from a cost of capital adjustment, partially offset by higher interest expense. In December 2024, the Board approved an increase in the annual dividend for the 21st consecutive year. The 2025 annual dividend rate of $3.31 per share, an increase of 6.1% from the 2024 dividend, reflects the Board and management’s continued confidence in the Company’s financial future and commitment to achieving our 5 to 7% core EPS growth target for 2025-2028.Board Composition, Oversight and AccountabilityAs 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 remains committed to providing long-term, sustainable value to the Company and its stakeholders. In 2024, the Board continued to provide oversight and guidance on our clean energy strategy, the safe operation of our core utility business, and our wildfire mitigation efforts, while addressing emerging issues related to our investment in the grid, competitive transmission opportunities, use of disruptive technologies, and cyber and physical security. Vanessa Chang, who has reached the mandatory retirement age in our Corporate Governance Guidelines, will retire from the Board immediately prior to the Annual Meeting. We congratulate Vanessa on her retirement and are thankful for her 18 years of dedicated service and leadership on the Board. We are also pleased to welcome Jennifer Granholm, who was elected in February to join the Board effective April 1, 2025. Ms. Granholm, a first-time nominee for election by the shareholders at the Annual Meeting, brings extensive experience advancing clean energy solutions and deploying zero-carbon technologies from her prior service as U.S. Secretary of Energy and Governor of Michigan.At the Annual Meeting, shareholders will vote on whether to re-elect each of our 11 director nominees. Our nominees have the appropriate experience, skills and backgrounds, 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.

Pedro J. PizarroPresident and Chief Executive Officer

Peter J. TaylorChair of the Board


ii 2025 Proxy Statement	www.edison.com/investors

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