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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Consolidated Edison Inc | NYSE:ED | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.37 | -0.40% | 92.38 | 302 | 10:26:26 |
Registration No. 333-86820 Registration No. 333-118159, as amended Registration No. 333-172385 Registration No. 333-197947 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-86820
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-118159
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-172385
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197947
UNDER
THE SECURITIES ACT OF 1933
Consolidated Edison, Inc.
(Exact name of registrant as specified in its charter)
New York | 13-3965100 | |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification Number) |
4 Irving Place
New York, New York 10003
(212) 460-4600
(Address of principal executive offices) (Zip code)
Consolidated Edison, Inc. Stock Purchase Plan, As Amended by Amendment dated April 8, 2002
Consolidated Edison, Inc. Stock Purchase Plan, As Amended by Amendment dated February 19, 2004
Consolidated Edison, Inc. Stock Purchase Plan, As Amended and Restated as of May 19, 2008
Consolidated Edison, Inc. Stock Purchase Plan (As Amended and Restated Effective May 19, 2014)
(Full title of the plan)
Deneen Donnley
Senior Vice President and General Counsel Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003
(212) 460-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Consolidated Edison, Inc., a New York corporation (the Company or Registrant), is filing with the Securities and Exchange Commission (the Commission) these post-effective amendments (collectively, the Post-Effective Amendments) to deregister any and all shares of the Companys Common Shares ($.10 par value), previously registered but unsold or otherwise unissued under the following Registration Statements on Form S-8 as of the date hereof (collectively, the Registration Statements):
| Registration Statement No. 333-86820, filed with the Commission on April 24, 2002, that registered 2,000,000 shares of the Companys Common Shares ($.10 par value), to be issued to participants under the Consolidated Edison, Inc. Stock Purchase Plan, as amended by Amendment dated April 8, 2002; |
| Registration Statement No. 333-118159, as amended, originally filed with the Commission on August 12, 2004, that registered 5,000,000 shares of the Companys Common Shares ($.10 par value), to be issued to participants under the Consolidated Edison, Inc. Stock Purchase Plan, as amended by Amendment dated February 19, 2004; |
| Registration Statement No. 333-172385, filed with the Commission on February 22, 2011, that registered 3,000,000 shares of the Companys Common Shares ($.10 par value), to be issued to participants under the Consolidated Edison, Inc. Stock Purchase Plan, as amended and restated as of May 19, 2008; and |
| Registration Statement No. 333-197947, filed with the Commission on August 7, 2014, that registered 10,000,000 shares of the Companys Common Shares ($.10 par value), to be issued to participants under the Consolidated Edison, Inc. Stock Purchase Plan, as amended and restated effective May 19, 2014. |
The Company is no longer issuing securities under the Plans described above (collectively, the Prior Plans). These Post-Effective Amendments to the Registration Statements described above are being filed in order to deregister all shares that were registered under the Registration Statements and remain unissued under the Prior Plans.
Item 8. | Exhibits. |
Exhibit Number | Description | |
24 | Powers of Attorney. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 1st day of August, 2024.
Consolidated Edison, Inc. | ||
By: | /s/ Kirkland B. Andrews | |
Kirkland B. Andrews | ||
Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements described above have been signed below by the following persons in the capacities and on the dates indicated.
Name | Title | |
*Timothy P. Cawley | Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | |
*Kirkland B. Andrews | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
*Joseph Miller | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | |
*Ellen V. Futter | Director | |
*John F. Killian | Director | |
*Karol V. Mason | Director | |
*Dwight A. McBride | Director | |
*William J. Mulrow | Director | |
*Armando J. Olivera | Director | |
*Michael W. Ranger | Director | |
*Linda S. Sanford | Director | |
*Deirdre Stanley | Director | |
*L. Frederick Sutherland | Director | |
*Catherine Zoi | Director |
* | Kirkland B. Andrews, pursuant to Powers of Attorney (executed by each of the Officers and Directors listed above, and filed as Exhibit 24 hereto), by signing his name hereto does hereby sign and execute these Post-Effective Amendments to the Registration Statements described above on behalf of each of the Officers and Directors named above and indicated as signing above in the capacities in which the name of each appears above. |
/s/ Kirkland B. Andrews |
Kirkland B. Andrews |
Attorney-in-fact |
August 1, 2024 |
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Timothy P. Cawley July 9, 2024 |
Timothy P. Cawley Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of July 2024.
/s/ Kirkland B. Andrews |
Kirkland B. Andrews |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Joseph Miller July 10, 2024 |
Joseph Miller Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Ellen V. Futter July 10, 2024 |
Ellen V. Futter Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ John F. Killian July 9, 2024 |
John F. Killian Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Karol V. Mason July 9, 2024 |
Karol V. Mason Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Dwight A. McBride July 9, 2024 |
Dwight A. McBride Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ William J. Mulrow July 9, 2024 |
William J. Mulrow Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument this as of the date set forth next to his name.
/s/ Armando J. Olivera July 9, 2024 |
Armando J. Olivera Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Michael W. Ranger July 9, 2024 |
Michael W. Ranger Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Linda S. Sanford July 9, 2024 |
Linda S. Sanford Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Deirdre Stanley July 9, 2024 |
Deirdre Stanley Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ L. Frederick Sutherland July 11, 2024 |
L. Frederick Sutherland Date |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigneds name, place and stead, in the undersigneds capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York) to sign (i) one or more post-effective amendments to Con Edisons Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.
/s/ Catherine Zoi July 9, 2024 |
Catherine Zoi Date |
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