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TMCNet:  CONSOLIDATED EDISON CO OF NEW YORK INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

[May 20, 2014]

CONSOLIDATED EDISON CO OF NEW YORK INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of Consolidated Edison, Inc. ("Con Edison") on May 19, 2014 (the "Annual Meeting"), Con Edison's stockholders approved its Stock Purchase Plan, as amended and restated effective May 19, 2014 (the "Stock Purchase Plan"). For a description of the terms and conditions of the Stock Purchase Plan, see "Description of the Stock Purchase Plan" under "Approval of the Company's Stock Purchase Plan (Proposal No. 3)" in Con Edison's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2014, which description is incorporated herein by reference. A copy of the description is filed as an exhibit to this report. The description is qualified in its entirety by reference to the Stock Purchase Plan, a copy of which is filed as an exhibit to this report.


Item 5.07 Submission of Matters to a Vote of Security Holders.

CON EDISON (a) At the Annual Meeting, Con Edison's stockholders voted to elect the members of its Board of Directors; to ratify the appointment of its independent accountants; to approve its Stock Purchase Plan; and to approve, on an advisory basis, named executive officer compensation.

(b) The name of each director elected, the number of shares voted for or against each director and the number of abstentions as to each director were as shown in the following table. Not included in such amounts are 85,522,549 shares that were broker non-votes.

Name For Against Abstentions Kevin Burke 145,416,085 3,372,182 1,334,172 Vincent A. Calarco 145,440,691 3,420,024 1,261,724 George Campbell, Jr. 145,779,734 3,047,419 1,295,286 Michael J. Del Giudice 144,203,904 4,612,813 1,305,722 Ellen V. Futter 132,873,405 15,958,568 1,289,232 John F. Hennessy III 146,980,409 1,860,025 1,282,005 John F. Killian 146,953,783 1,916,143 1,251,290 John McAvoy 146,482,342 2,475,832 1,163,656 Armando J. Olivera 146,909,644 1,927,394 1,284,818 Sally H. Piñero 145,244,190 3,604,342 1,272,324 Michael W. Ranger 146,524,351 2,303,194 1,295,111 L. Frederick Sutherland 146,621,645 2,234,290 1,266,721 (c) The results of the vote to ratify the appointment of PricewaterhouseCoopers LLP as Con Edison's independent accountants for 2014 were as follows: 230,156,963 shares were voted for this proposal; 3,870,860 shares were voted against the proposal; and 1,616,582 shares were abstentions.

(d) The results of the vote to approve Con Edison's Stock Purchase Plan were as follows: 143,858,797 shares were voted for this proposal; 4,408,512 shares were voted against the proposal; 1,853,347 shares were abstentions and 85,522,549 shares were broker non-votes.

(e) The results of the advisory vote to approve named executive officer compensation were as follows: 137,765,128 shares were voted for this proposal; 8,973,542 shares were voted against the proposal; 3,381,986 shares were abstentions and 85,522,549 shares were broker non-votes.

- 2 - -------------------------------------------------------------------------------- CECONY At the Annual Meeting of Stockholders of Consolidated Edison Company of New York, Inc. ("CECONY") on May 19, 2014, all 235,488,094 outstanding shares of CECONY's common stock, which are owned by Con Edison, were voted to elect as the members of CECONY's Board of Trustees the same persons who, as indicated above, were elected as members of Con Edison's Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10 Consolidated Edison, Inc. Stock Purchase Plan.

Exhibit 99 Copy of the description of the Consolidated Edison, Inc. Stock Purchase Plan incorporated by reference in Item 5.02 this report.

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