📰 What This Filing Is

This is an 8-K filing from Edison International (EIX). It's a "current report" companies use to announce major events to investors. This filing does two things: 1) It formally announces a new, independent director has joined the board, and 2) It includes the full text of the company's newly amended bylaws, which are the internal rulebook for how the company is governed.

👉 Key Point: This isn't about financial results; it's about who's steering the ship and what rules they're sailing by.

👤 New Board Member: M. Susan Hardwick

Edison International appointed M. Susan Hardwick to its board of directors, effective April 23, 2026.

Her Background:

• Top Executive: She was the CEO of American Water Works, the largest publicly traded U.S. water utility, from 2022 until mid-2025.
• Deep Utility Experience: She has over 35 years in the utility sector, with leadership roles in finance and operations at companies like Vectren Corp. (an electric and gas utility).
• Skill Set: The company specifically highlights her expertise in utility operations, safety, finance, regulatory affairs, and capital planning.

👉 Why It Matters: Companies appoint directors for their specific expertise. Hardwick's background running a major regulated utility aligns perfectly with Edison's core business of delivering electricity. She adds experience in managing large-scale infrastructure, navigating complex regulations, and overseeing major financial investments—all critical for California's evolving energy grid.

📜 What's New in the Bylaws

The bulk of the filing is the company's amended bylaws. The key changes relate to proxy access and shareholder meeting rules.

1. Proxy Access (The Right to Nominate Directors):

• The bylaws detail the process by which a shareholder (or group) can nominate a director candidate to be included in the company's official proxy materials.
• Key Requirements: A shareholder must have owned at least 3% of the company's stock continuously for at least three years to qualify. The notice and information they must provide are extensive.

2. Meeting & Notice Rules:

• Annual Meeting: Traditionally held on the fourth Thursday of April.
• Special Meetings: Can be called by the Board, the CEO, or by shareholders holding at least 10% of the voting power.
• Strict Deadlines: There are very specific deadlines for shareholders to submit proposals or director nominations (e.g., 120-180 days before the anniversary of the prior year's meeting).

👉 Why It Matters: These rules define the balance of power between the company's board/management and its shareholders. Stricter proxy access rules can make it harder for activist investors to propose alternative directors, while clear meeting procedures ensure corporate actions are done in an orderly, legal way. Shareholders need to know these deadlines to have their voice heard.

⚖️ Governance & Protections

The bylaws also standardize important governance and legal protections.

• Indemnification: The company will cover legal costs and liabilities for directors, officers, and employees who are sued for actions taken on behalf of the company (as long as they acted in good faith).
• Emergency Provisions: Special rules are outlined for what happens if a catastrophe disrupts normal operations, allowing for modified quorum and notice requirements.
• Operation: The bylaws delegate authority for signing contracts, managing funds, and transferring stock to specific officers (CEO, CFO, Secretary, etc.).

🏢 About Edison International

In simple terms: Edison International is a giant electric utility holding company. Its main subsidiary is Southern California Edison (SCE), which delivers electricity to about 15 million people across Southern, Central, and Coastal California. They also own Trio (formerly Edison Energy), a non-utility business that advises commercial clients on sustainability and energy.

🧠 The Analogy

Think of a company like a large ship crossing the ocean. This filing is like two announcements from the captain's bridge:

1. A new, highly experienced navigator (Susan Hardwick) has joined the crew. She's sailed these waters before and knows how to handle storms and read complex maps.
2. The ship's rulebook (the bylaws) has been updated. It now has clearer, more detailed instructions for how crew members can propose changes to the voyage and exactly when and how to report problems.

Both announcements are about ensuring the ship is well-led and that everyone on board knows the rules for a safe journey.

🧩 Final Takeaway

This filing shows Edison International strengthening its governance. It's adding a director with deep, relevant utility experience to its board, while also codifying detailed, modern rules for shareholder interaction. This signals a focus on experienced oversight and procedural clarity as the company navigates California's complex energy landscape.