Item 14. Principal Accounting Fees and Services
6K characters. Original on sec.gov ·
Item 14. Principal Accounting Fees and Services
Con Edison
Information required by Part III as to Con Edison, other than the information required in Item 12 of this report by Item 201(d) of Regulation S-K, is incorporated by reference from Con Edison’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May 19, 2025. The proxy statement is to be filed pursuant to Regulation 14A not later than 120 days after December 31, 2024, the close of the fiscal year covered by this report.
The information required pursuant to Item 201(d) of Regulation S-K as at December 31, 2024 is as follows:
Equity Compensation Plan Information
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) | |||||||||||||||||
| (1) | (2) | (3) | ||||||||||||||||||
| Equity compensation plans approved by security holders | ||||||||||||||||||||
| 2003 LTIP (a) | 36,028 | — | — | |||||||||||||||||
| 2013 LTIP (b) | 1,153,273 | — | 3,130,868 | |||||||||||||||||
| 2023 LTIP (b) | 693,077 | — | 9,306,923 | |||||||||||||||||
| Stock Purchase Plan (c) | — | — | 9,570,823 | |||||||||||||||||
| Total equity compensation plans approved by security holders | 1,882,378 | — | 22,008,614 | |||||||||||||||||
| Total equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
| Total | 1,882,378 | — | 22,008,614 |
(a)The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2003 (the “2003 LTIP”) include 36,028 shares for stock unit awards made prior to 2013 that have vested and for which the receipt of shares was deferred. Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. Outstanding awards had no exercise price. No new awards may be made under the 2003 LTIP.
(b)The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2013 (the “2013 LTIP”) include: (A) outstanding awards made in 2014 and subsequent years (515,243 shares for performance restricted stock units and 317,576 shares for time-based restricted stock units); (B) 320,455 shares covered by outstanding directors’ deferred stock unit awards (which vested upon grant)), and under the Long Term Incentive Plan approved by the company's shareholders in 2023 (the "2023 LTIP") include: (A) outstanding awards made in 2024 (392,417 shares for performance restricted stock units and 241,997 shares for time-based restricted stock units); (B) 58,663 shares covered by outstanding directors’ deferred stock unit awards (which vest upon grant). Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price.
(c)Shares of Con Edison common stock may be issued under the Stock Purchase Plan until May 20, 2034 (which is 10 years after the date of the annual meeting at which Con Edison’s shareholders approved the plan).
For additional information about Con Edison’s stock-based compensation, see Note O to the financial statements in Item 8 of this report (which information is incorporated herein by reference).
In accordance with General Instruction G(3) to Form 10-K, other information regarding Con Edison’s Executive Officers may be found in Part I of this report under the caption “Information about our Executive Officers.”
| 182 | CON EDISON ANNUAL REPORT 2024 |
CECONY
Information required by Items 10, 11, 12 and 13 of Part III as to CECONY is omitted pursuant to Instruction (I)(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).
Fees paid or payable by CECONY to its principal accountant, PricewaterhouseCoopers LLP, for services related to 2024 and 2023 are as follows:
| 2024 | 2023 | ||||||||||
| Audit fees | $5,593,417 | $5,009,627 | |||||||||
| Audit-related fees (a) | 292,680 | 909,768 | |||||||||
| Total fees | $5,886,097 | $5,919,395 |
(a)Relates to assurance and related service fees that are reasonably related to the performance of the annual audit or quarterly reviews of the company's financial statements that are not specifically deemed “Audit Services.” The major items included in audit-related fees in 2023 and 2024 are fees related to reviews of system implementations and associated internal controls.
Con Edison’s Audit Committee or, as delegated by the Audit Committee, the Chair of the Committee, approves in advance each auditing service and non-audit service permitted by applicable laws and regulations, including tax services, to be provided to CECONY by its independent accountants.
| CON EDISON ANNUAL REPORT 2024 | 183 |
Part IV
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