Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments

				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

[phone]

(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

[phone]

(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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 1^st 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 8^th 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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 undersigned’s name, place and stead, in the undersigned’s 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 Edison’s 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

---