SCE-E Southern California Edison Company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

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Filed by the Registrant  ☒

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Filed by a Party other than the Registrant  ☐

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Check the appropriate box:

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Payment of Filing Fee (Check the appropriate box):

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Letter to Shareholders

March 17, 2023

Dear Shareholder:

The Board of Directors is pleased to invite you to attend the Edison International (“EIX” or the “Company”) 2023 Annual Meeting of Shareholders on April 27, 2023 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.

Investing in Our Clean Energy Future

EIX’s strategy continues to lead the electric utility industry’s clean energy transition with Southern California Edison Company (“SCE”), our regulated utility subsidiary, delivering on its core mission to safely provide reliable, affordable and clean power, and Edison Energy, our unregulated energy advisory services subsidiary, providing clean energy and sustainability solutions to commercial and industrial companies across the globe. EIX’s commitment to achieve net-zero greenhouse gas (“GHG”) emissions by 2045 from our enterprise-wide operations and SCE’s carbon-free power delivery to customers is rooted in our blueprint for economy-wide electrification, Pathway 2045, and subsequent policy papers focused on investing in a modern grid (Reimagining the Grid, 2020) and accelerating the economy-wide decarbonization trajectory (Mind the Gap, 2021). The demonstration of an electrification-led clean energy transition continues to grow in California and across the country, with both transportation and building electrification advancing. SCE has developed the nation’s largest investor-owned utility (“IOU”)-led transportation electrification programs with over $800 million in infrastructure investments to enable passenger and commercial vehicle charging. It has also proposed significant investment in building electrification programs. Electrification remains the most technologically feasible and cost-effective path to reach carbon neutrality, reducing total energy costs for an average household by one-third by 2045.

Mitigating Wildfire Risk and Adapting to Climate Change

We continue to directly address the impacts of climate change with SCE’s significant advancement of grid hardening, situational awareness and operational enhancements, primarily focused on reducing wildfire risk. SCE has successfully executed its wildfire mitigation plan and now estimates it has reduced the probability of losses from catastrophic wildfires by 75 to 80% compared to pre-2018 levels. In 2022, SCE also completed the first utility climate adaptation vulnerability assessment in California; our Adapting for Tomorrow policy paper detailed anticipated climate impacts to utility assets, operations and services and proposed long-term actions needed to address resiliency, which will be factored into future investment needs. We also called for increased collaboration among industry, governments and communities to successfully adapt while transitioning to an equitable clean energy future.

Safety, Diversity, Equity and Inclusion (“DEI”) and Operational and Service Excellence

We are able to execute on these opportunities with an incredibly diverse workforce, and with a focus on operational and service excellence. To that end, we start with safety, the first of our foundational values. We continue to focus on workforce and public safety and are not satisfied with last year’s safety performance. As we redouble our efforts to ensure each Edison team member goes home safe at the end of the day, we will aim to reduce employee injury rates by 15% in 2023. In order to advance our comprehensive view of safety, we also remain committed to our DEI strategy in building a diverse workforce, and an equitable and inclusive work environment that represents and reflects the communities we serve. SCE also has a strong record of implementing operational and service excellence initiatives focused on enterprise-wide efforts to improve performance in safety, reliability, affordability, customer experience, and quality across areas including work planning, procurement and technology, which will receive continued focus in 2023. This has also enabled SCE to have the lowest system average rate among California IOUs, benefiting customers.

Growth at EIX

Our growth and innovation team at EIX continues to partner with, and invest in, early-stage companies that bring new technologies to the electric sector. Edison Energy also acquired one of its former partners, Alfa Energy, as part of its ongoing efforts to expand energy and sustainability advisory services to clients in Europe. We are excited about Edison Energy’s growth opportunities, building upon their advisory work with Fortune 100 companies in the U.S., and now expanding to meet international customers’ renewable energy and sustainability goals.

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Financial Performance

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We reported 2022 core earnings per share (“EPS”) of $4.63, compared to $4.59 in 2021. The increase in our 2022 core EPS was primarily due to continued rate base growth at SCE offset by higher interest expense at SCE and higher interest and preferred dividend expense at EIX. In December 2022, the Board approved an increase in the annual dividend for the 19^th consecutive year. This dividend increase of 5.4% reflects the Board’s continued confidence in EIX’s 5-7% long-term EPS growth target and management’s execution of its capital and financing plans, including SCE’s investments in wildfire risk mitigation and resilience as well as in clean energy infrastructure investments that drive long-term growth.

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Board Oversight and Accountability

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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 2022, the Board focused on the core utility business, the prioritization of wildfire risk reduction and advancing our clean energy strategy. The Board also addressed emerging risks brought on by macroeconomic factors and market volatility, geopolitical unrest abroad, and subsequent issues like heightened cybersecurity and supply chain risks.

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 to oversee the Company’s strategy, risks and operations as described in the biographies and skills matrix included in the Proxy Statement. 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.

Sincerely,

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Meeting and Voting Information

Requirements to Attend the Annual Meeting

You are entitled to attend the Annual Meeting if you were a shareholder as of the close of business on March 3, 2023, the record date, or hold a valid proxy for the meeting. You must provide the following information at the registration desk in order to attend the Annual Meeting:

Employees who are shareholders must also provide the information above in order to attend. Each shareholder may bring one guest to the Annual Meeting if the guest also provides a valid photo identification. Individuals should not attend the Annual Meeting if they are not feeling well, have had close contact with someone who has tested positive for COVID-19, or think they may have been exposed to COVID-19. All attendees will be required to comply with the Company’s health and safety protocols in place at the time of the Annual Meeting, which may include a requirement that attendees provide proof of a recent negative COVID-19 test, wear a face mask, socially distance from others, and/or limit attendance in accordance with applicable health and safety guidelines. The Company reserves the right to deny entry into the Annual Meeting if a shareholder or guest does not comply with the Company’s health and safety protocols. Please visit our website at www.edison.com/annualmeeting for any updates to these requirements.

Finally, all attendees must pass through a security inspection area and have any purses, briefcases, backpacks, and packages subject to inspection. Attendees may not bring signs, banners, handouts, or similar items into the meeting room. Photography and video/audio recording of the Annual Meeting are not permitted.

Internet Availability of Proxy Materials

On March 17, 2023, we mailed a Notice of Internet Availability of Proxy Materials to most shareholders with instructions about how to access our proxy materials at www.edison.com/annualmeeting and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions in the Notice. If you previously chose to receive an email or paper copy of our proxy materials, you will continue to receive them in that manner unless you elect otherwise.

Proxy Solicitation

The Board is soliciting proxies from shareholders to be voted during the Annual Meeting for the purposes set forth in the Notice of Annual Meeting. Proxies allow designated individuals to vote on your behalf at the Annual Meeting. Information on how to vote your proxy is included in the Proxy Statement. The Company has retained Alliance Advisors, LLC to assist with the solicitation of proxies and will pay them an aggregate fee of $25,000 plus expenses. This fee does not include the costs of printing and mailing the proxy materials. The Company will also reimburse brokers and other nominees for their reasonable expenses for forwarding proxy materials to beneficial owners and obtaining voting instructions.

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Voting Your Shares

Shareholders of record at the close of business on March 3, 2023, the record date, will be entitled to vote at the Annual Meeting. You are encouraged to vote prior to the meeting (i) via the Internet, (ii) by telephone, or (iii) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form by the applicable deadlines below.

A shareholder may revoke a proxy by delivering a signed statement to the Corporate Secretary at or prior to the Annual Meeting (if you are a registered shareholder) or by timely executing and delivering another proxy by Internet, telephone or mail prior to the deadline above.

Quorum and Vote Required

A quorum is required for the Company to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of shareholders entitled to cast a majority of the votes that all shareholders may cast constitutes a quorum. All shares represented by a properly signed proxy will be considered as present and part of the quorum, even if you or your broker or other nominee doesn’t vote or abstains on any or all matters. As of the record date, the Company had 382,627,475 shares of Common Stock outstanding, 382,619,828 of which may cast one vote each after excluding fractional shares. Therefore, the quorum for the Annual Meeting is 191,309,915 shares.

For each proposal submitted to the shareholders for a vote, approval requires both (i) a vote of a majority of the votes cast and (ii) a majority of the votes required to constitute a quorum. A majority of votes cast means the number of shares cast “for” a proposal exceeds the number of votes cast “against” that proposal. Abstentions will not be counted as votes cast. Uninstructed shares will not be counted as votes cast except with respect to Item 2, for which brokers and other nominees have discretion to vote. For Item 3, if no option receives the affirmative vote of at least a majority of the votes cast, the option that receives the highest number of votes cast will be considered to be the option recommended by our shareholders.

Tabulation of Votes

Broadridge Financial Solutions, Inc. will tabulate the votes. To protect the confidentiality of votes cast under the 401(k) Plan, 401(k) Plan Shareholders’ voting instructions are given directly to Broadridge. Broadridge will tabulate those votes and provide aggregate voting results directly to the 401(k) Plan trustee. EIX will not have access to any of the 401(k) Plan Shareholders’ voting instructions, and 401(k) Plan voting results are only reported to EIX in the aggregate.

Other Business at the Annual Meeting

The Board does not intend to present any business to be acted upon at the Annual Meeting other than the Items described in this Proxy Statement. If you submit a proxy and any other matters properly come before the Annual Meeting, the persons named as proxy holders will have discretionary authority to vote your shares in their best judgment. If any nominees for election to the Board become unavailable to stand for election as a director, the proxies will have authority to vote for substitute nominees chosen by the Board.

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BOARD DIVERSITY

Our director nominees are diverse in representation, with gender parity among independent directors, and have the diversity of skills, experiences and tenures to bring a variety of perspectives to strategic, financial and operational deliberations.

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ELECTION OF DIRECTORS

Experience, Skills and Attributes on the Board

The Board believes our director nominees have the appropriate diversity of experience, skills and attributes to effectively oversee our operations, risks and long-term strategy. All of our director nominees have strong leadership experience, a reputation for integrity, honesty and adherence to high ethical standards, and have demonstrated business acumen, experience and ability to exercise sound judgment as a director of the Company. The matrix below identifies specific areas of experience, skills and attributes important to the Company and reflected on the Board and each director who brings these to the Company.

*Meets the criteria for an “audit committee financial expert” under SEC rules.

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ELECTION OF DIRECTORS

DIRECTOR BIOGRAPHIES

The biographies below describe each director nominee’s business and public company board experience for at least the past five years, the qualifications and attributes that caused the Board to determine that each nominee should serve as a director, and other relevant information such as age and Board committee service. The age provided for each nominee is as of March 17, 2023. While each nominee’s entire range of experience and skills is important, particular experience that contributes to the diversity and effectiveness of the Board is identified below.

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SHAREHOLDER ENGAGEMENT

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Governance Structure and Processes

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that the Board be comprised of at least a majority of independent directors and that the Audit and Finance, Compensation and Executive Personnel, and Nominating and Governance Committees be comprised entirely of independent directors. The Company uses the New York Stock Exchange, LLC (“NYSE”) listing standards to determine independence. Directors serving on the Audit and Finance Committee or the Compensation and Executive Personnel Committee must meet additional independence criteria prescribed by the NYSE listing standards and the charters of those Committees.

The Board has determined that the relationships described in Section B of Exhibit A-1 to our Corporate Governance Guidelines, which are on our website at www.edison.com/corpgov, are not material for purposes of determining directors’ independence to serve on the Board. The Board does not consider such relationships in making independence determinations.

For relationships not prohibited by NYSE rules and not covered under the categories of immaterial relationships in our Guidelines, the determination of whether a relationship is material or not, and therefore whether a director is independent or not, would be made in good faith by the directors. A director whose relationship is under consideration would abstain from the vote regarding his or her independence. No such relationships were considered by the Board in 2022.

The Board reviews the independence of our directors at least annually, and periodically as needed. On a monthly basis, the Company also monitors director relationships and transactions that might disqualify them as independent. In February 2023, prior to recommending director nominees for election, the Board confirmed that the independent directors had no relationships or transactions that disqualified them as independent.

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CORPORATE GOVERNANCE

certain relationships and related party transactions

The Nominating and Governance Committee is required by its charter to conduct a prior review of, and reviews at least annually, any transactions between the EIX companies and a related person in which the amount involved exceeds $120,000 and the related person has a material interest. A related person is a director, a director nominee, an executive officer, or a greater than 5% beneficial owner of any class of voting securities of EIX, and their immediate family members.

At least annually, the Committee obtains from directors and management a list of the transactions with related persons described above, and reviews these transactions at a meeting held before recommending director nominations to the Board. The list is based on information from questionnaires completed by our directors, director nominees and executive officers, together with information obtained from our accounts payable and receivable records, and is reviewed by legal counsel. The Committee’s procedure is reflected in the minutes and records for the Committee meeting at which the review occurred.

Director Nomination Process

The Nominating and Governance Committee is responsible for identifying director candidates and making recommendations to the Board. The Committee will consider candidates recommended by shareholders if they are submitted in writing to the Corporate Secretary and include all of the information required by Article II, Section 4 of our Bylaws plus a written description with any supporting materials of:

The Committee typically retains a director search firm to help identify diverse director candidates, coordinate the interview process and conduct reference and background checks. The Committee uses the same process to evaluate a candidate regardless of the source of the candidate recommendation. If, based on an evaluation of the candidate’s qualifications, qualities and skills, the Committee determines to continue its consideration of a candidate, the Committee interviews the candidate and determines whether to recommend that the candidate be nominated as a director. The Board considers the Committee’s recommendation and determines whether to nominate the candidate for election.

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Board Qualifications and Diversity

Director Orientation and Continuing Education

New directors receive information about our business, strategy and management team to familiarize them with the Company before their first Board meeting. We also arrange a series of orientation meetings and field tours involving senior leaders throughout the organization to help new directors understand the operations of each organizational unit as it relates to their specific Board and committee duties.

We typically provide continuing education to directors annually on specific topics that relate to our strategic priorities. These sessions are typically led by management and include presentations by external experts and site visits to our facilities. In 2022, outside experts met with the Board to provide external perspectives on climate adaption resiliency planning and affordability implications of the clean energy transition. Directors may also attend external education programs and are reimbursed by EIX for the cost of those programs.

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CORPORATE GOVERNANCE

Board and Committee Evaluation Process

The Nominating and Governance Committee along with the independent Board Chair oversee the annual evaluation of the Board and Board committees, and periodically review the effectiveness of the process. In 2022, the Committee retained a third-party facilitator to conduct the Board’s evaluation. The facilitator conducted individual interviews with each director to solicit feedback regarding Board composition, Board and committee effectiveness, and the Board’s relationship with the CEO and management team. The facilitator also obtained feedback on the Board Chair and Board committee chairs. The facilitator identified common themes, areas of strength and opportunities for improvement, and reported the findings to the Board in October 2022.

Each committee subsequently met in executive session to discuss the results of the 2022 evaluation. In December 2022, the Nominating and Governance Committee addressed the findings related to its responsibilities, which include committee chair succession planning and rotation of committee membership, allocation of risk oversight and ESG responsibilities among the Board and committees, and director attendance at Board and committee meetings. The Audit and Finance Committee and Safety and Operations Committee evaluations focused on opportunities to further minimize any overlap of committee responsibilities, while the Compensation and Executive Personnel Committee evaluation underscored the need for continued focus on management succession planning.

The Nominating and Governance Committee plans to use a third-party facilitator for the Board’s evaluation every three to four years. In years where a facilitator is not used, the Committee instructs directors to complete Board and committee questionnaires in the areas described above and the findings are then reviewed by the Board and applicable committees. The Board and each committee then meet in executive sessions to discuss areas of strength and opportunities for improvement based on the questionnaire results.

Succession and Talent Planning

The Board believes CEO succession planning is one of its most important responsibilities. In accordance with our Corporate Governance Guidelines, the Board annually reviews and evaluates succession planning and management development for our senior officers, including the CEO.

At least annually, the Board meets in executive session with the CEO and Chief Human Resources Officer to discuss talent and succession planning. The discussion includes CEO succession in the ordinary course, CEO succession if an emergency occurs, and succession for other key senior management positions. The frequency of the Board’s CEO succession planning discussions depends in part on the period of time until the CEO’s expected retirement.

In the succession planning process, internal CEO succession candidates are identified and evaluated based on criteria considered predictive of success at the CEO level, given our business strategy. The Board uses a common talent assessment format for each individual. The assessment includes a development plan for each potential candidate that is reviewed by the Compensation and Executive Personnel Committee at least annually. The Board also considers external CEO succession candidates from time to time and may retain an executive search firm to help identify and assess potential candidates.

We also provide the Board with opportunities to become acquainted with the senior officers and others who may have the potential to handle significant management positions. This occurs through presentations to the Board and Board committees, director education sessions, other business interactions, and social events intended for this purpose. At least annually, the Compensation and Executive Personnel Committee assesses senior leadership talent and their potential successors, our development plans for these individuals, and the diversity of the succession pipeline.

Policy on Shareholder Rights Plans

The Board has a policy to seek prior shareholder approval of the adoption of any shareholder rights plan unless, due to time constraints or other reasons consistent with the Board’s fiduciary duties, a committee consisting solely of independent directors determines that it would be in the best interests of shareholders to adopt the plan prior to shareholder approval. Any rights plan adopted by the Board without prior shareholder approval will automatically terminate one year after adoption of the plan unless the plan is approved by shareholders prior to such termination.

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CORPORATE GOVERNANCE

Proxy Access for Director Elections

In 2015, the Board adopted proxy access for director elections at annual meetings. Our Bylaws provide that EIX will include in its Proxy Statement up to two nominees (or nominees for up to 20% of the EIX Board, whichever is greater) submitted by a shareholder or group of up to 20 shareholders owning at least 3% of EIX Common Stock continuously for at least three years, if the shareholder group and nominee satisfy the requirements in Article II, Section 13 of our Bylaws. The Board made this decision after careful consideration of feedback received from our engagement with shareholders regarding proxy access. These have become standard terms adopted by over 90% of public companies that have proxy access.

Director Stock Ownership Guidelines

Within five years from their initial election to the Board, directors must own an aggregate number of shares of EIX Common Stock or derivative securities convertible into EIX Common Stock, excluding stock options, having a value equivalent to five times the annual Board retainer, which is currently $127,500. Until a director satisfies this ownership requirement, the director should elect dividend reinvestment for any EIX Common Stock beneficially owned by the director. All deferred stock units held by a director count toward this ownership requirement. All directors comply with this stock ownership requirement.