Edison International adds Susan Hardwick to board

Edison International expanded its Board of Directors from 11 to 12 members and elected M. Susan Hardwick as an independent director effective April 23, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Edison International expanded its Board of Directors from 11 to 12 members and elected M. Susan Hardwick as an independent director effective April 23, 2026. She will also serve on the Southern California Edison board.

Hardwick joins the Audit and Finance Committee and the Compensation and Executive Personnel Committee and will be paid under the existing director compensation schedule for Edison International and Southern California Edison. The Board also amended the company’s Bylaws to clarify that an officer may perform the duties of designated officer roles without holding the specific title and to update how duties are shared among the Chief Financial Officer, Controller and Treasurer.

8-K Event Classification

4 items: 5.02, 5.03, 7.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Board size: 12 members Board expansion date: April 23, 2026 Industry experience: 35+ years

3 metrics

Board size 12 members Size after April 23, 2026 expansion

Board expansion date April 23, 2026 Effective date of director election and Bylaw changes

Industry experience 35+ years Hardwick’s leadership experience across utilities and energy

Key Terms

independent director, Audit and Finance Committee, Compensation and Executive Personnel Committee, Bylaws, +1 more

5 terms

independent director financial

"elected M. Susan Hardwick as an independent director of EIX"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit and Finance Committee financial

"Ms. Hardwick will serve on the Audit and Finance Committee of the Board"

A board-level group charged with overseeing a company’s financial reporting, internal checks and balances, audit processes and relationship with external auditors. Think of them as a trusted inspector and bookkeeper who verify that the company’s accounts are accurate, legal and transparent; their work matters to investors because strong oversight reduces the risk of errors or fraud, builds confidence in reported results and can affect valuation and access to capital.

Compensation and Executive Personnel Committee financial

"and the Compensation and Executive Personnel Committee of the Board"

A compensation and executive personnel committee is a group of independent board members who set pay, bonuses and long-term incentive plans for a company’s top managers, and oversee hiring, performance reviews and succession planning for senior roles. Investors care because the committee shapes the incentives and leadership stability that drive company strategy and risk: like a thermostat, it helps align executive behavior with shareholder interests and prevents sudden leadership gaps that can hurt value.

Bylaws regulatory

"the Board amended the Bylaws of EIX to (i) explicitly state"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

Regulation FD Disclosure regulatory

"Item 7.01Regulation FD Disclosure EIX issued a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board changes did Edison International (EIX) announce in this 8-K?

Edison International increased its Board from 11 to 12 members and elected M. Susan Hardwick as an independent director effective April 23, 2026. She will also serve on the Southern California Edison board, adding deep utility and financial leadership experience.

Who is M. Susan Hardwick, the new Edison International (EIX) director?

M. Susan Hardwick is a veteran utility executive with more than 35 years of leadership experience. She most recently served as CEO of American Water Works Company and previously held senior finance and executive roles at American Water, Vectren Corporation, Arthur Andersen and Cinergy.

Which committees will Susan Hardwick serve on at Edison International (EIX)?

Susan Hardwick will serve on Edison International’s Audit and Finance Committee and the Compensation and Executive Personnel Committee. These assignments leverage her background in finance, capital allocation, risk management, customer service and regulatory affairs across regulated utility businesses.

How will Edison International (EIX) compensate its new director Susan Hardwick?

Susan Hardwick will be compensated as a non-employee director under the existing Edison International and Southern California Edison Director Compensation Schedule. The filing notes she will receive the standard non-employee director compensation rather than a special or one-time arrangement.

What Bylaw changes did Edison International (EIX) make regarding officer roles?

The Board amended the Bylaws to state it may designate an officer to perform duties of any listed Designated Officer without conferring that title, and adjusted descriptions of the Chief Financial Officer, Controller and Treasurer roles to clarify when each may perform another’s duties.

Did Edison International (EIX) issue a press release about the new director?

Yes. Edison International issued a press release announcing the election of M. Susan Hardwick as a director, which is furnished as Exhibit 99.1. The release highlights her extensive utility leadership background and alignment with the company’s focus on safety, reliability and clean energy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 04:10 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2026

EDISON INTERNATIONAL

(Exact name of registrant as specified in its charter)


California	001-9936	95-4137452
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2244 Walnut Grove Avenue

(P.O. Box 976)

Rosemead, California 91770

(Address of principal executive offices, including zip code)

(626) 302-2222

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	EIX	NYSE	LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2026, the Board of Directors (the “Board”) of Edison International (“EIX”) increased the size of the Board from 11 to 12 members and elected M. Susan Hardwick as an independent director of EIX, effective April 23, 2026. Ms. Hardwick will serve on the Audit and Finance Committee of the Board and the Compensation and Executive Personnel Committee of the Board (“Compensation Committee”).

In connection with her service, Ms. Hardwick will be compensated as a non-employee director pursuant to the EIX and Southern California Edison (“SCE”) Director Compensation Schedule.

On April 23, 2026, EIX also announced the following executive changes:

●

Maria Rigatti, Executive Vice President and Chief Financial Officer of EIX, will resign from her position as Chief Financial Officer of EIX effective July 3, 2026 and retire from EIX effective September 1, 2026. Ms. Rigatti will continue as an Executive Vice President of EIX through her retirement date.

●

Aaron D. Moss, age 55, currently Senior Vice President and Chief Financial Officer of SCE, has been elected to serve as Executive Vice President and Chief Financial Officer of EIX, effective at the close of business on July 3, 2026. Mr. Moss has served as Senior Vice President and Chief Financial Officer of SCE since 2022, and previously served as Vice President and Controller of EIX from 2016 to 2022 and SCE from 2017 to 2021.

In connection with Mr. Moss’s appointment, the Compensation Committee approved the following compensation actions:

●

Mr. Moss’s annual salary will be $730,000, effective July 4, 2026.

●

Mr. Moss’s target annual incentive amount under the EIX Executive Incentive Compensation Plan (“EICP”) will continue to be determined as a percentage of his annual base salary, with the maximum annual incentive amount being two times the target annual incentive amount. Mr. Moss’s new target annual percentage will be 85%, effective July 4, 2026. The amount payable under the EICP with respect to 2026 will be prorated to reflect this mid-year adjustment.

●

Mr. Moss’s 2026 long-term incentive awards under the EIX 2007 Performance Incentive Plan will be supplemented, effective September 30, 2026, by an additional long-term incentive award with a grant date fair value of approximately $603,196, with such value allocated 25% to EIX non-qualified stock options, 25% to EIX restricted stock units and 50% to EIX performance shares, all subject to the same terms and conditions as the long-term incentive awards previously granted to Mr. Moss in 2026.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 23, 2026, the Board amended the Bylaws of EIX to (i) explicitly state the Board may designate an officer to function as, and perform the duties of, any Designated Officer listed in Article IV, Section 1 without conferring the specific title upon such officer; (ii) modify the description of the Chief Financial Officer’s duties in Article IV, Section 11 to note the Chief Financial Officer shall perform the duties of the Controller or the Treasurer under the circumstances described therein; (iii) modify the description of the Controller’s duties in Article IV, Section 15 to note the Controller shall perform the duties of the Chief Financial Officer under the circumstances described therein; and (iv) modify the description of the Treasurer’s duties in Article IV, Section 17 to remove language that previously stated the Treasurer shall perform the duties of the Chief Financial Officer in such officer’s absence or disability.

The foregoing description of the amendments to the Bylaws of EIX is qualified in its entirety by reference to the revised Bylaws, which are filed as Exhibit 3.1 to this report and are incorporated herein by reference.

Item 7.01Regulation FD Disclosure

EIX issued a press release announcing the election of Ms. Hardwick to the Board (furnished as Exhibit 99.1 to this report).

Item 9.01Financial Statements and Exhibits

(d)	Exhibits

EXHIBIT INDEX



Exhibit No.		Description

3.1		EIX Bylaws, as amended effective April 23, 2026.

99.1		EIX Press Release re: Election of Director dated April 23, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	EDISON INTERNATIONAL
	(Registrant)

	/s/ Kara G. Ryan
	Kara G. Ryan
	Vice President, Chief Accounting Officer and Controller

Date: April 23, 2026

Exhibit 99.1

NEWS

Investor Relations: Sam Ramraj, (626) 302-2540

Media Contact: (626) 302-2255

News@sce.com

M. Susan Hardwick Joins Edison International, Southern California Edison

Board of Directors

ROSEMEAD, Calif., April 23, 2026 — Edison International (NYSE: EIX) and Southern California Edison announced that, effective today, M. Susan Hardwick has been elected by the boards of directors of each company to serve as an independent director of both companies.

Hardwick brings more than 35 years of leadership experience across regulated utilities and energy and professional services, including senior executive roles as a public company chief executive and chief financial officer. She offers deep expertise in utility operations, safety, finance, capital allocation, enterprise risk management, customer service and regulatory affairs.

Most recently, Hardwick served as CEO of American Water Works Company, Inc., the nation’s largest publicly traded water and wastewater utility, from 2022 until her retirement from executive management in May 2025. She previously served as president, executive vice president and chief financial officer of American Water and spent nearly two decades at Vectren Corporation, a regulated electric and gas utility holding company, where she held a series of senior roles in finance and executive leadership.

“With her extensive experience leading regulated utilities through complex operational, financial and regulatory environments, Susan will be a strong addition to our boards,” said Peter J. Taylor, Edison International board chair. “Her background in capital investment, risk management and long-term infrastructure planning aligns well with our focus on safety, reliability and disciplined execution.”

“Susan’s career reflects deep financial expertise and a strong customer and regulatory perspective,” said Pedro J. Pizarro, president and CEO of Edison International. “We welcome her and look forward to the insights she will bring as we continue advancing affordable, reliable, resilient and clean energy for the communities we serve.”

During her tenure as CEO of American Water, Hardwick led sustained capital investment focused on infrastructure renewal and system resiliency, advanced a long-term enterprise capital plan, and oversaw acquisitions of water and wastewater systems across multiple regulated states. Earlier in her career, she served as a senior manager at Arthur Andersen & Co. and progressed through corporate finance and accounting leadership roles at Cinergy Corporation.

Hardwick holds a bachelor’s degree from Indiana University and is a Certified Public Accountant (inactive). She currently serves on the boards of Core & Main, Inc., Tetra Tech, Inc., and New Jersey Resources Corporation.

About Edison International

Edison International (NYSE: EIX) is one of the nation’s largest electric utility holding companies, focused on providing clean and reliable energy and energy services through its independent companies. Headquartered in Rosemead, Calif., Edison International is the parent company of Southern California Edison Company, a utility

delivering electricity to 15 million people across Southern, Central and Coastal California. Edison International is also the parent company of Trio (formerly Edison Energy), a portfolio of nonregulated competitive businesses providing integrated sustainability and energy advisory services to large commercial, industrial and institutional organizations in North America and Europe.

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