UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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PACIFIC GAS AND ELECTRIC COMPANY

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PG&E Corporation

Pacific Gas and Electric Company

Joint Notice of Friday, June 21, 20192021 Annual Meetings
Joint Proxy Statement

Thursday, May 20, 2021

10:00 a.m., Pacific Time

PG&E Corporation and Pacific Gas and Electric Company Headquarters
77 Beale Street, San Francisco, California

PG&E Corporation

Pacific Gas and Electric Company

May 17, 2019

Dear Fellow Shareholders:

For PG&E Corporation and Pacific Gas and Electric Company, the past two years have been extraordinarily challenging, more so than any other time in our history. The devastating Northern California wildfires will stand as watershed moments for fire victims, our customers, our employees, our owners, and California.

California’s energy providers, including us, are contending with a host of environmental, demographic, regulatory, legal, and financial factors that are shaping our business. Against this backdrop, and faced with a complex legal and financial situation as a result of the 2018 Camp fire and 2017 Northern California wildfires, the companies earlier this year filed to reorganize under Chapter 11. The primary goal of this court-supervised process is to fairly address our liabilities so that we can continue to provide safe and reliable service to our customers, while improving our overall operations.

We believe that the reorganization process is in the best interests of all the stakeholders, including wildfire claimants. In addition to the expeditious resolution of wildfire liability claims, the Chapter 11 filings allow for:

The tragic events of the past few years have made clear that the energy system status quo is no longer working for California. We have heard the calls for change and are committed to answering them with strong actions that will help us re-earn the trust of all our stakeholders. This starts at the top. We replaced PG&E Corporation’s CEO and the vast majority of our Boards of Directors with experienced people with the commitment and expertise necessary to redirect our safety culture and navigate one of the most complex corporate reorganizations ever.

William “Bill” Johnson joined us as Chief Executive Officer and President of PG&E Corporation. Bill brings substantial safety and operational expertise from his extensive career in the energy industry. With decades of experience at two major utility companies, Mr. Johnson has a deep understanding of managing risk and the responsibility of keeping customers safe.

Most recently, as President and CEO of the Tennessee Valley Authority (TVA), he was responsible for leading the nation’s largest publicly owned utility in its mission of providing energy, environmental stewardship, and economic development across a seven-state region. During his time at TVA, the organization achieved the best safety records in its 85-year history and has been a perennial top decile safety performer in the utility industry.

Bill also led the retirement of more than half of TVA’s coal generation, resulting in a reduction of TVA’s carbon emissions by 50 percent over the last decade. He also oversaw TVA’s expansion into utility scale solar in recent years, and pursued the modernization of its hydro assets to increase the amount of energy from that renewable resource.

We believe Mr. Johnson is the right leader at the right time for us. We also significantly revamped our Boards of Directors, as eight of ten incumbent independent directors resigned, and eleven new independent directors were appointed in their stead.

As detailed in the attached joint proxy statement, the new Boards include people who have expertise and experience in all areas necessary for us to navigate the complex challenges before us, and who come to the job committed to work tirelessly to help Pacific Gas and Electric Company be the safest, most reliable operator in the industry.

The management team and the Boards are also committed to working constructively with regulators, policymakers, and other stakeholders in an open and transparent fashion in support of California’s policy goals. We are determined to emerge from Chapter 11 as an enterprise that is positioned to deliver safe and reliable service for customers, create value for shareholders, and help meet the challenges of climate change for California.

As always, we value your input and welcome the opportunity to engage with you to listen to your views and address your concerns.

We cordially invite you to attend the companies’ 2019 annual meetings, which will be held concurrently on Friday, June 21, 2019, at 10:00 a.m., Pacific Time at the PG&E Corporation and Pacific Gas and Electric Company headquarters, 77 Beale Street, San Francisco, California. Following this letter are a notice of the meetings and our 2019 Joint Proxy Statement containing information about the matters to be considered at the meetings.

Sincerely,

The Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company

Joint Notice of Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company

Friday, June 21, 2019April 8, 2021

10:00 a.m., Pacific Time

Dear Shareholders,

After more than a century of service to Northern and Central California, the year 2020 brought PG&E⁽¹⁾ to a turning point unlike any other in our history.

Together, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, headquarters, 77 Beale Street
San Francisco, Californiatook responsibility for a series of devastating wildfires caused by our electric equipment, including the 2018 Camp fire. The Utility pleaded guilty to involuntary manslaughter in the deaths of the 84 people who lost their lives in that tragedy. We settled billions of dollars in damage claims by fire victims, as well as by cities, counties, and other public entities.

ToWe concluded an 18-month Chapter 11 proceeding while fending off hostile takeover attempts. And we emerged with a plan of reorganization that includes strong commitments regarding our corporate governance, operations, and financial structure — forged with guidance from both the ShareholdersCalifornia Governor’s Office and our state regulator — that are designed to further prioritize safety. Now, under the leadership of PG&E Corporation CEO Patricia K. Poppe and Pacific Gas and Electric Company:

The annual meetings of shareholders of PG&E Corporation and Pacific Gas and Electric Company will be held concurrently on Friday, June 21, 2019, at 10:00 a.m., Pacific Time, at the PG&E Corporation and Pacific Gas and Electric Company headquarters, 77 Beale Street, San Francisco, California, for the purpose of considering the following matters:

For PG&E Corporation and Pacific Gas and Electric Company shareholders:

For PG&E Corporation shareholders:

Shareholders can go on-line at www.pgecorp.com/investors/financial_reports/ to access electronic copies of this 2019 Joint Proxy Statement and the 2018 Annual Report to Shareholders. Shareholders also may vote their proxies on-line as noted on page 11 of the Joint Proxy Statement. Specific Internet voting instructions also are included on the shareholder’s proxy card.

Thesubstantially new Boards of Directors, have set the close of businesswe are embarked on May 15, 2019a new era for PG&E, charting a new path toward a brighter future as the record datea different enterprise—one that we expect will provide better outcomes and more sustainable results for determining which shareholders are entitled to receive notice of and to vote at the annual meetings.all those who depend on us.

YouYet we will not forget the hard lessons we have learned. Rather, we will use them as a driving force for continuous improvement, accountability, and sustained performance in the work we do every day. Earning back the trust we have lost will require us to meet each one of our obligations and deliver on our promises, without fail.

Overall, we believe that the course we have set will position PG&E as a sustainable, financially sound energy business with the appropriate governance and oversight to safely serve our customers for the long-term, while also making the investments required to help the State achieve its climate and clean energy goals.

Accordingly, we have recommitted our support for California’s climate leadership, including electrification of the energy grid, a charging network sufficient to power millions of electric vehicles, and a carbon-neutral economy by 2045. We are urgedadapting our systems to readclimate risks, particularly the Joint Proxy Statement carefullyrising threat of wildfires and whether or not you planextreme weather. And we are doing so with the recognition that both the costs and benefits of these innovations must be shared equitably across the economic spectrum.

Within our own organization, we are responding to attendcalls for racial equity by deepening PG&E’s long-standing dedication to diversity, inclusion, and equal opportunity in the meeting, to promptly submit a proxy: (a) by telephone or over the Internet following the easy instructionsworkplace, while intensifying our focus on the enclosed proxy cardhealth and safety of our customers, workforce, and communities.

As we pursue that vision, we understand that our success will be measured in tangible results, not intentions, pledges, or (b) by signing, dating, and returning the enclosed proxy cardwords. We welcome your feedback on our progress in the postage-paid envelope provided.days ahead.

Sincerely,

Robert C. Flexon

Chair of the Board, PG&E Corporation

YOUR VOTE IS EXTREMELY IMPORTANT.

April 8, 2021 Dear Shareholders,

Even if you planShortly after joining PG&E Corporation as the company’s new CEO, I shared a favorite song with my 23,000 coworkers. It’s one of those “oldie but goodie” classics — a single released in 1970 by the Five Stairsteps. Like so many popular tunes, the lyrics don’t scan on paper as well as they pair with music. But when times are tough, their upbeat message never fails to attendhelp me get through:

Oooh, …child

Things are gonna get easier

Oooh, …child

Things are gonna get brighter

We all know that PG&E has been through its own tough times over the annual meetings, please act promptlypast few years. Bankruptcy. Wildfires. Season after season of extreme weather events. And like everyone, the COVID-19 pandemic.

But things will get better. And we at PG&E are going to vote your sharesbe part of making the future brighter for everyone who relies on PG&E, as measured by completing, signingour “Triple Bottom Line” of people, planet, and datingprosperity.

People, because providing safe and affordable energy to those we are privileged to serve is the proxy cardreason we exist. Planet, because doing so in a way that does no harm to the environment that sustains us is our solemn responsibility. Prosperity, because the special business charter we enjoy comes with a social duty to help our economy grow and returning itthrive.

Already, we are delivering results across all three.

In the people category, we are assembling a diverse new team of senior leaders skilled in the postage-paid envelope provided. You may also vote your shares overkind of organizational design, standards, and processes that will enable us to deliver a “hometown service” experience for our customers and communities — one tailored to the Internet or by telephone by following the instructions on the enclosed proxy card.specific local needs within our distinctive geographic regions.

Please vote soon so that your shares can be represented. Your vote is extremely important no matter how many shares you own. If you have any questions or require any assistance with voting your shares, please contactFor the planet, we are meeting California’s clean energy and climate goals, while continuing to look aggressively for new ways to reduce our proxy solicitor:carbon footprint.

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, NY 10022
Stockholders may call toll-free: 1 (877) 750-0502
BanksAnd in support of prosperity, we successfully executed the sale of our transmission tower wireless licenses, yielding $973 million in initial proceeds —roughly half of which we intend to return to customers in the form of lower rates — and Brokers may call collect: 1 (212) 750-5833significantly reducing our 2021 equity needs.

Dated: May 17, 2019The Triple Bottom Line will continue to guide our decision-making in the months and years ahead, underpinned by a relentless focus on performance. Only by keeping our promises and doing what we say we will do can we earn back trust and become the enterprise that all of our stakeholders deserve.

By Order ofUnlike the Boards of Directors of
Five Stairsteps, I don’t know how to create an inspirational song. But I do have a passion for creating the playbook for a great energy business, and that’s what we’ll be writing here at PG&E — for our customers, our coworkers, and our investors.

Sincerely,

Patricia K. Poppe

CEO, PG&E Corporation and Pacific Gas and Electric Company,

“OOH CHILD” lyrics by Stan Vincent.

Used by Permission of Sony Music Publishing (US) LLC. All rights reserved.

Linda Y.H. Cheng

Vice President, Corporate Governance and Corporate SecretarySenior Leadership Team of
PG&E Corporation and Pacific Gas and Electric Company

	2019Patricia K. Poppe		Adam L. Wright
	Chief Executive Officer, PG&E Corporation		Executive Vice President, Operations and Chief Operating Officer Pacific Gas and Electric Company
	Marlene Santos		Julius Cox
	Executive Vice President and Chief Customer Officer Pacific Gas and Electric Company		Executive Vice President, People, Shared Services, and Supply Chain PG&E Corporation Pacific Gas and Electric Company
	Christopher A. Foster		John R. Simon
	Executive Vice President and Chief Financial Officer1 PG&E Corporation		Executive Vice President, General Counsel and Chief Ethics and Compliance Officer PG&E Corporation
	Francisco Benavides		Sumeet Singh
	Senior Vice President and Chief Safety Officer PG&E Corporation Pacific Gas and Electric Company		Senior Vice President and Chief Risk Officer PG&E Corporation Pacific Gas and Electric Company
	Ajay Waghray		Robert S. Kenney
	Senior Vice President and Chief Information Officer PG&E Corporation		Vice President, Regulatory and External Affiars Pacific Gas and Electric Company

TABLE OF CONTENTS

Our Values

PG&E Corporation and Pacific Gas and Electric Company together provide 16 million Californians with combined natural gas and electric utility service. Our primary purpose is to provide safe, reliable, affordable, and clean energy to our customers. Our customers also look to us for grid innovation, clean energy technology, and support in achieving our state’s zero carbon goals. Our values, focused on safety, people, planet, and California’s prosperity, shape the way we approach our challenges and opportunities.

Safety

Protecting the safety of the public, our co-workers, and contractors must come before anything else, all the time, everywhere. Our goal is to continually reduce risk to keep our customers, the communities we serve, and our workforce (co-workers and contractors) safe. Our focus is on continuously building an organization where we have designed every work activity to facilitate safe performance, every member of our workforce knows and practices safe behaviors, and every individual is encouraged to speak up and stop work if they see unsafe or risky behavior, and has confidence that their concerns and ideas will be heard and pursued. Our performance during the past few years has fallen short of that aspiration. We are committed to significantly improving our safety performance by strengthening our risk-based focus so we understand our risks, prioritize our work, and use controls to reduce them, and continuously measure and improve risk reduction. We are creating a culture in which we hold each other accountable for safety, resolve issues promptly, and have engagement at all levels.

People

PG&E Corporation’s and the Utility’s human capital resource objectives are to build and retain an engaged, well-trained, diverse, and equitable workforce. 

•   Medical, health, and wellness plans, health screenings, and coaching.

•   Employee Assistance Programs that help support mental health and offer confidential counseling.

•   Peer volunteer programs that support co-workers who are in long-term recovery from substance use disorders.

•   401(k) retirement plans.

•   Life and accident insurance.

•   Free financial counseling.

•  We create careers for our co-workers:

•  PG&E Academy develops PG&E’s next leaders.

•   We fund major reskilling initiatives when our operations change, such as when we began to decommission our Diablo Canyon Power Plant.

•  We operate thirty-one apprenticeship programs to reduce barriers to entry for prospective employees.

•  We create opportunity with PowerPathway, an innovative program designed to enlarge the talent pool of local qualified diverse candidates for skilled craft and utility jobs. PowerPathway helps people, including women and military veterans, prepare for high demand jobs in the utility and energy industry by providing eight weeks of training necessary to compete for in-demand jobs. Ninety-three percent of our PowerPathway graduates (including women and veterans) find industry jobs.

Joint Proxy StatementPlanet

The Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company are soliciting Proxies for useCalifornia has long been at the companies’ 2019 annual meetingsforefront of shareholders,protecting our planet, and PG&E continues to actively embrace our state’s bold climate and clean energy goals. There are many ways we can be a force for good, and our size and scale enable PG&E to meaningfully address the growing threat of climate change.

Our longstanding commitment includes aligning our resources and business strategy with California’s clean energy goals and advocating for policies and programs that enable safe, reliable, and affordable clean and resilient energy for our customers. At the same time, we are working to reduce the ever-growing risks posed by extreme weather and wildfires by incorporating forward-looking climate data into our asset management and decision-making today. These efforts are complementary and consistent — every action taken in climate mitigation also supports climate resilience.

California has set an ambitious goal to achieve carbon neutrality by 2045. We embrace our foundational role in achieving this goal and transitioning California to a decarbonized and more climate-resilient economy. We are proud of our track record with renewable energy, exceeding California’s renewable portfolio standards goal for each utility (including the Utility) to deliver 33 percent of renewable energy by the end of 2020, and delivering clean electricity to our customers last year that was more than 88 percent greenhouse gas free. More than 535,000 of PG&E’s customers have adopted private rooftop solar and one in five electric vehicles in the U.S. plugs into PG&E’s grid. We are excited about the growth opportunities that a cleaner future presents for PG&E and our customers, including any adjournments or postponements. The 2019 Annual Meetings are scheduled toa strong push for more electric vehicles. We also believe clean energy alternatives should be held concurrently on Friday, June 21, 2019, at 10:00 a.m., Pacific Time, at the PG&E Corporationaffordable for and Pacific Gas and Electric Company headquarters, 77 Beale Street, San Francisco, California.inclusive of all economic backgrounds.

In connection with this Proxy solicitation, beginning on or about May 24, 2019, PG&E Corporation and the Utility each mailed or caused to be mailed to its respective shareholders a copy of the Joint Notice, this Proxy Statement, a Proxy Card or Voting Instruction Card, and the 2018 Annual Report. Certain shareholders who hold their shares of PG&E Corporation or Utility stock of record may have already received their copy of the 2018 Annual Report. The materials were sent to anyone who owned shares of common stock of PG&E Corporation and/or shares of preferred stock of the Utility at the close of business on May 15, 2019. This date is the record date set by the Boards to determine which shareholders may vote at and attend the 2019 Annual Meetings.

Your vote is extremely important. Even if you plan to attend the 2019 Annual Meetings, we request that you act promptly to vote your shares by completing, signing and dating the enclosed Proxy Card and returning it in the enclosed postage-paid envelope, or by voting over the Internet or by telephone by following the instructions provided on the enclosed Proxy Card or Voting Instruction Card.

Please see pages 11-16 for additional information regarding admission to the meeting and how to vote your shares.

Defined Terms Used in this Proxy Statement

“2006 LTIP”refers to the PG&E Corporation 2006 Long-Term Incentive Plan.

“2014 LTIP”refers to the PG&E Corporation 2014 Long-Term Incentive Plan.

“2018 Annual Report”refers to the PG&E Corporation and Pacific Gas and Electric Company 2018 Joint Annual Report to Shareholders.

“2019 Annual Meetings”refers to the 2019 annual meetings of shareholders of PG&E Corporation and the Utility, which will be held concurrently on June 21, 2019.

“2019 Proxy Materials” refers to the Joint Notice, this Proxy Statement, the Proxy Card or Voting Instruction Card, and the 2018 Annual Report.

“401(k) Plan”refers to the PG&E Corporation Retirement Savings Plan or the PG&E Corporation Retirement Savings Plan for Union-Represented Employees.

“Bankruptcy Code” refers to the United States Bankruptcy Code.

“Bankruptcy Court” refers to the U.S. Bankruptcy Court for the Northern District of California.

“BlueMountain”refers to Blue Mountain Credit Alternatives Master Fund L.P., together with certain of its affiliates.

“Board”refers to the Board of Directors of either PG&E Corporation or the Utility, as applicable.

“CD&A”refers to the section of the Proxy Statement entitled “Compensation Discussion and Analysis.”

“CEO”refers to the position of Chief Executive Officer.

“Chapter 11”refers to chapter 11 of title 11 of the U.S. Code.

“Chapter 11 Cases”refers to voluntary petitions for relief under Chapter 11, which were filed by each of PG&E Corporation and the Utility on January 29, 2019, in the Bankruptcy Court.

“Charter Amendment Proposal”refers to the proposal for shareholders to approve an amendment to the Corporation Charter to increase the maximum number of directors on the Corporation Board to 15 directors and to increase the minimum number of directors on the Corporation Board to 8 directors (which the Corporation Board unanimously recommends the shareholders of PG&E Corporation vote FOR).

“COO”refers to the position of Chief Operating Officer.

“Corporation”refers to PG&E Corporation.

“Corporation Board”refers to the Board of Directors of PG&E Corporation.

“Corporation Charter”refers to the PG&E Corporation Restated Articles of Incorporation.

“CPUC”refers to the California Public Utilities Commission.

“Guidelines”refers to the Corporate Governance Guidelines adopted by the Boards of PG&E Corporation and the Utility.

“Independent Auditor”refers to the independent registered public accounting firm.

“Joint Notice”refers to the Joint Notice of Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company.

“LTIP”refers to the 2006 Long-Term Incentive Plan and/or the 2014 Long-Term Incentive Plan.

“NEO”or“Named Executive Officer”refers to an officer who is listed in the Summary Compensation Table of this Proxy Statement.

“NYSE”refers to the New York Stock Exchange.

“NYSE American”refers to the NYSE American stock exchange (formerly known as NYSE MKT, LLC and as the American Stock Exchange).2020, we:

“PEO”refers to an officer or officers who serve as “principal executive officer” of PG&E Corporation or Pacific Gas and Electric Company, as appropriate.

“Proxy”refers to your authorization for another person or persons to vote your shares atWe do this work transparently, reporting our progress in our annual Corporate Responsibility and Sustainability Report (which starting in 2020 now incorporates reporting using the 2019 Annual Meetings,Sustainability Accounting Standards Board voluntary reporting framework), and in the manner indicated on the Proxy. Also may referour responses to the person or persons so authorized (also called proxy holders)CDP (formerly the Carbon Disclosure Project) and related organizations. We are conducting a multi-year, system-wide climate vulnerability assessment to better understand how climate-driven natural hazards will impact our assets, services, and operations. We also plan to issue a Climate Strategy Report, which will align with the guidance from the Task Force on Climate-Related Financial Disclosures (TCFD).

“Proxy Card”refers to your proxy card, on which you may indicate how you would like the named proxy holders to vote your shares at the 2019 Annual Meetings.California’s Prosperity

“Proxy Statement”refersWe believe clean energy alternatives need to this 2019 Joint Proxy Statementbe affordable for PG&E Corporation and inclusive of all economic backgrounds.

•   Convenient ways to better manage energy costs are available to all customers through online account tools that monitor energy use and check or compare rate plans, as well as help avoid or manage unanticipated high bills.

•   We help our communities prosper: For the first time in the 40-year history of PG&E’s supplier diversity program, our spending with diverse suppliers reached $4.1 billion, representing 37.9 percent of our total spend, and exceeding goals set by the CPUC.

•   We support the communities we serve through employee community volunteer and charitable giving programs as well as through our own donations and matching donations.

“RSU”refers to a restricted stock unit.

“SEC”refers•   In 2020, although we suspended company-wide volunteer activities due to the United States Securities and Exchange Commission.

“Sectionglobal pandemic, a quick shift to virtual volunteerism enabled 700 employees to volunteer in support of 16 Officer”referscommunity-based organizations throughout our service territory with home-based virtual volunteer events, sending nearly 3,500 care packages to any “officer” as definedcommunity members in Rule 16a-1(f) under the Securities Exchange Act of 1934.

“STIP”refers to the Short-Term Incentive Plan.

“TSR”refers to Total Shareholder Return, measured by stock price appreciation and dividends paid, relative to companies in the Performance Comparator Group.

“Utility”refers to Pacific Gas and Electric Company.

“Voting Instruction Card”refers to the form used by beneficial shareholders or participants in a 401(k) Plan to transmit instructions to the nominee or the plan trustee, respectively, on how to vote any shares for which that shareholder or plan participant has voting rights.

need.

2019 Proxy Statement Summary

This proxy statement summary highlights information to assist you in your review of this Proxy Statement. The summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement carefully before voting.

Your vote is extremely important. Even if you plan to attend the 2019 Annual Meetings, we request that you act promptly to vote your shares by signing and dating the enclosed Proxy Card and returning it in the enclosed postage-paid envelope, or by voting your shares over the Internet or by telephone by following the instructions provided on the enclosed Proxy Card or Voting Instruction Card.

2019 Annual Meetings of Shareholders

Meeting Agenda and Voting Recommendations

Our Performance

The following items

PG&E Corporation

Pacific Gas and Electric Company

Director NomineesCautionary Statement Concerning Forward-Looking Statements

WeThis Joint Proxy Statement contains forward-looking statements that are asking shareholders of each company to vote “FOR” each ofnot historical facts, including statements about the director nominees listed below (it being understood that if the Charter Amendment Proposal is not approved, shareholders that vote on the Corporation’s Proxy Card will be deemed to vote for each of the director nominees to the Corporation Board other than Mr. Johnsonbeliefs, expectations, estimates, future plans and any votes to elect Mr. Johnson will be disregarded). As a result of the PG&E Corporation Board’s previously announced board refreshment process, in April 2019, eleven new directors (Richard R. Barrera, Jeffrey L. Bleich, Nora Mead Brownell, Frederick W. Buckman, Cheryl F. Campbell, Michael J. Leffell, Kenneth Liang, Dominique Mielle, Meridee A. Moore, Kristine M. Schmidt, and Alejandro D. Wolff) joined two continuing directors (Fred J. Fowler and Eric D. Mullins) on the Boardsstrategies of PG&E Corporation and the Utility, with eight of ten then-incumbent directors stepping down. The then-incumbent directors of each Board, including the continuing directors, approved the appointments of the new directors. Mr. Johnson joined the Board of Pacific Gasas well as forecasts and Electric Company on May 2, 2019 concurrently with stepping into his role as CEO and President ofestimates regarding PG&E Corporation.

Corporation’s non-GAAP core earnings per share, rate base growth, PSPS program, Wildfire Mitigation Plan and other financial and operating expectations, estimates, plans and strategies. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the Boards ofrisk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in PG&E Corporation’s and the Utility’s annual report on Form 10-K for the year ended December 31, 2020 and other reports filed with the SEC, which are available on PG&E Corporation’s website at www.pgecorp.com and on the SEC website at www.sec.gov. PG&E Corporation and Pacific Gas and Electric Company have nominated, and recommend that shareholders vote in favor of, the following candidates for electionUtility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the Boards at the 2019 Annual Meetings:

As noted above, there are currently 13 directors on the Board of PG&E Corporation, which is the maximum number of directors currently permitted under the Corporation Charter. In order to allow for the addition of more diverse perspectives and to enhance the collective effectiveness of the PG&E Corporation Board, shareholders are being asked to vote on a proposal to amend the Corporation Charter to increase the maximum size of the PG&E Corporation Board to 15 members (and to concurrently increase the minimum size of the PG&E Corporation Board to 8 members, asextent required by state law).The Board of PG&E Corporation unanimously recommends that shareholders vote FOR each of PG&E Corporation’s director nominees and FOR the proposal to amend the Corporation Charter to increase the maximum size of the PG&E Corporation Board to 15 members.Under each company’s Corporate Governance Guidelines, each member of each Board is elected annually and serves a one-year term.

We are confident these slates of nominees, including PG&E Corporation’s new CEO and President, Bill Johnson, will guide the companies through the Chapter 11 process while balancing the interests of all stakeholders.law.

In 2019, the elections of directors for the Corporation and for Pacific Gas and Electric Company are not contested, and therefore, directors of the Corporation and of Pacific Gas and Electric Company will be elected by a majority of the votes represented and voting at the 2019 Annual Meetings.Our Board

Below is summary information about each director nominee recommended by the Corporation and Utility Boards. See pages 21 to 29 for complete biographical information for each of the nominees. The Boards recommend that you vote FOR each of the nominees.

Corporate Governance Highlights

Vote to Approve Charter Amendment Proposal

We are asking shareholders of the Corporation to approve a resolution to amend the Corporation Charter to increase the maximum size of the Corporation Board to 15 members (and to concurrently increase the minimum size of the Corporation Board to 8 members), effective at the 2019 annual meeting. The Corporation Board recommends a “FOR” vote because it believes that increasing the size of the Corporation Board is in the best interest of the Corporation and its shareholders, will allowask for more diverse perspectives on the Board, and will enhance the overall effectiveness of the Corporation Board. The increase of the size of the Corporation Board will allow all 14 individuals nominated by the Corporation Board to serve as directors on the Corporation Board following the 2019 annual meeting with one additional vacant seat to be filled in the future as appropriate. In the event that the PG&E Corporation shareholders do not approve the Charter Amendment Proposal (Item No. 2), any votesyour support to elect Mr. Johnson to the Corporation Board will be disregarded.

Auditors

As a matter of good corporate governance, we are asking shareholders of each company to ratify the selection of Deloitte & Touche LLP (“Deloitte & Touche”) as that company’s Independent Auditor for 2019. We provide information on fees paid to Deloitte & Touche beginning on page 51. Each Board recommends a vote “FOR” the proposal to ratify the appointment of Deloitte & Touche.

Advisory Vote to Approve Executive Compensation

We are asking shareholders of each company to approve on an advisory basis the compensation paid for 2018 to that company’s executive officers named in the Summary Compensation Table of this Proxy Statement (“say-on-pay” vote). Each Board recommends a “FOR” vote because it believes that the applicable company’s compensation policies and practices were effective in achieving the companies’ goals of rewarding sustained financial and operating performance and excellence, aligning the executives’ long-term interests with those of our shareholders, and motivating executives to remain with the companies for long and productive careers.

Shareholder Proposals

The proxy materials contain two proposals submitted pursuant to SEC Rule 14a-8 by individual PG&E Corporation shareholders pertaining to (1) Corporation structure reform and (2) improvement of shareholder proxy access. These proposals are being submitted to PG&E Corporation shareholders only. The PG&E Corporation Board recommends that the Corporation’s shareholders vote “AGAINST” these proposals for the reasons indicated beginning on page 95.

General Information About the 2019 Annual Meetings and Voting

Answers to many frequently asked questions about the 2019 Annual Meetings and voting can be found in the Q&A section beginning on page 11.

2020 Annual Meetings

General Information About the 2019 Annual Meetings and Voting

How do I vote?

If your shares are registered to you directly, there are three ways to submit your Proxy:

			Over the Internet. You may submit your Proxy and vote your shares over the Internet by following the instructions on the Proxy Card.
			By telephone. You may submit your Proxy and vote your shares by calling the toll-free number on the Proxy Card.
			By mail. You may submit your Proxy and vote your shares by completing, signing, and dating the Proxy Card and mailing it in the postage-paid envelope provided.

You can also attend and vote at the 2019 Annual Meetings, however we encourage you to vote your proxy over the Internet, telephone, or mail prior to the meeting, even if you plan to attend in person. (See meeting location information on the back cover of this Proxy Statement).

If your shares are not registered to you directly but are held indirectly through a broker, bank, trustee, nominee, or other third party (“broker”), follow the instructions provided by your broker to vote your shares.If you do not submit voting instructions to your broker, the broker will not be permitted to vote your shares on any proposal, unless it constitutes a “routine” item and your broker is a member of the NYSE and permitted by NYSE rules to vote on “routine” items. The election of directors, the say-on-pay vote, the Charter Amendment Proposal, and shareholder proposals, for example, are “non-routine” items.

If you are a 401(k) Plan participant, specific instructions for voting are noted on the Voting Instruction Card.

Can I change my vote?

If your shares are registered to you directly, you can change your vote or revoke your Proxy any time before it is exercised by doing one of the following before the applicable deadline: (1) returning a signed Proxy Card with a later date, (2) entering a new vote over the Internet or by telephone, (3) notifying the Corporate Secretary of PG&E Corporation or the Utility, as appropriate, in writing, at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177 or (4) submitting a written ballot at the 2019 Annual Meetings. Your attendance at the 2019 Annual Meetings will not automatically revoke your Proxy unless you vote again at the 2019 Annual Meetings.

If you are a participant in a 401(k) Plan, you may change your vote at any time prior to 6:00 a.m., Eastern time, on Wednesday, June 19, 2019. The last vote that the 401(k) Plan trustee receives from you within this timeframe will be the vote that is counted. Participants in a 401(k) Plan are not eligible to vote in person at the 2019 Annual Meetings.

If your shares otherwise are not registered to you directly but are registered in the name of your nominee (such as a broker, bank, trustee, or other third party), follow the instructions provided by your nominee to change your vote or revoke your voting instructions.

What is the voting deadline?

If you hold your shares directly and submit your Proxy over the Internet or by telephone, your vote must be received by 6:00 a.m., Eastern time, on Friday, June 21, 2019. These Internet and telephone voting procedures comply with California law. If you submit your Proxy by mail, your vote must be received by 10:00 a.m., Pacific time, on Friday, June 21, 2019.

If you are a participant in a 401(k) Plan, your voting instructions must be received by 6:00 a.m., Eastern time, on Wednesday, June 19, 2019, for the 401(k) Plan trustee to vote your shares.

If your shares otherwise are not registered to you directly but are registered in the name of your nominee (such as a broker, bank, trustee, or other third party), please consult information provided by the nominee.

Have other candidates been nominated for election at the 2019 Annual Meetings in opposition to PG&E Corporation Board’s nominees?

As of the date of this Proxy Statement, no other candidates have been nominated for election at the 2019 Annual Meetings in opposition to the Corporation Board nominees. Previously, BlueMountain had provided notice of its intent to nominate a slate of 13 nominees for election to the Corporation Board at the 2019 annual meeting in opposition to the Corporation Board’s recommended nominees. In connection with a settlement agreement between the Corporation and BlueMountain, BlueMountain has withdrawn all of its nominees. For more information regarding the settlement agreement with BlueMountain please refer to page 18.

What am I voting on, and what are each Board’s voting recommendations?

PG&E Corporation shareholders will be voting on the following items andthe Board of the Corporation unanimously recommends that you vote as follows:

The Utility’s shareholders will be voting on the following items andthe Board of the Utility unanimously recommends that you vote as follows:

What vote is required to approve each item?

A majority voting standard applies to the election of each director nominee and to the approval of Item Nos. 3, 4, 5, and 6. Under a majority voting standard, approval occurs if the shares voted “for” a director nominee or other item exceed the number of shares voted “against” that nominee or item. In addition, the shares voting affirmatively must equal at least a majority of the quorum that is required to conduct business at each meeting. This means that the shares voting affirmatively must be greater than 25 percent of the outstanding shares entitled to vote.

The approval of Item No. 2 (Charter Amendment Proposal) with respect to the Corporation requires the vote of a majority of the Corporation’s outstanding shares of common stock as of the record date. In the event that the shareholders of the Corporation do not approve the Charter Amendment Proposal, then any votes to elect Mr. Johnson will be disregarded.

In determining whether a majority of the shares represented and voting have elected a director nominee or approved a proposal, abstentions and any broker non-votes (see the definition below under “What is a broker non-vote?”) will not be considered.

For all matters subject to a majority voting standard (i.e., all matters other than the Charter Amendment Proposal), abstentions and broker non-votes that occur with respect to the election of a director nominee or a proposal could prevent the election of a nominee or the approval of a proposal if the number of shares voting affirmatively does not constitute a majority of the required quorum. For the Charter Amendment Proposal, abstentions and any broker non-votes will have the same effect as a vote against this proposal and could prevent the approval of this proposal if the number of shares voting affirmatively does not constitute a majority of the Corporation’s outstanding shares of common stock as of the record date.

Abstentions and broker non-votes will be treated as present for the purpose of determining whether a quorum is present at each meeting.

Where shareholders are being asked for an advisory vote or for ratification (Item Nos. 3, 4, 5, and 6), any voting results with respect to these items will be non-binding on the affected company but will be considered by that company’s Board.

What is a broker non-vote?

If you hold your shares indirectly through your broker, then your broker is the registered holder of your shares and submits the Proxy to vote your shares. You are the beneficial owner of the shares, and typically you will be asked to provide your broker with instructions as to how you want your shares to be voted. Under the rules of the NYSE, if you fail to provide your broker with voting instructions, your broker can use its discretion to vote your shares on “routine” matters, like the ratification of the appointment of the Independent Auditor. However, your broker may not use its discretion to vote your shares on “non-routine” matters, like director elections, advisory votes on executive compensation, the Charter Amendment Proposal, and the shareholder proposals. When a broker votes your shares on routine matters but is unable to vote your shares on other non-routine matters because you have failed to provide instructions on how to vote any non-routine matters, a “broker non-vote” occurs with respect to these other non-routine matters.

What shares am I entitled to vote?

If you are a PG&E Corporation registered shareholder, you are entitled to vote all the shares of PG&E Corporation common stock that you own (or for which you have been given the right to provide instructions as to how such shares should be voted) as of the close of business on May 15, 2019 (the “record date”). If you are a Utility registered shareholder, you are entitled to vote all the shares of Utility preferred stock that you own (or for which you have been given the right to provide instructions as to how such shares should be voted) as of the record date.

If you are a registered holder of both PG&E Corporation common stock and Utility preferred stock, you are entitled to vote separately on each company’s proposals.

We encourage shareholders to submit proxies in advance of the 2019 Annual Meetings over the Internet, by telephone, or by mail. You can ensure that your shares are voted at the 2019 Annual Meetings by following the instructions on the enclosed Proxy Card and submitting your votes over the Internet or by telephone, or by completing, signing, dating and returning the enclosed Proxy Card.

How many copies of the 2019 Proxy Materials will I receive?

Registered Holders and 401(k) Plan Participants

You will receive one copy of the 2019 Proxy Materials for each account.

Beneficial Owners

If you receive your proxy materials through Broadridge Investor Communication Solutions (“Broadridge”), and there are multiple beneficial owners at the same address, you may receive fewer copies of the 2019 Proxy Materials than the number of beneficial owners at that address. SEC rules permit Broadridge to deliver only one copy of the 2019 Proxy Materials to multiple beneficial owners sharing an address, unless the applicable company receives contrary instructions from any beneficial owner at that address.

If you receive your proxy materials through Broadridge and (1) you currently receive only one copy of the 2019 Proxy Materials at a shared address but you wish to receive an additional copy of the 2019 Proxy Materials or of any future notices or proxy materials, or (2) you share an address with other beneficial owners who also receive their separate proxy materials through Broadridge and you wish to request delivery of a single copy of the proxy materials to the shared address in the future, please contact the office of the Corporate Secretary of PG&E Corporation or Pacific Gas and Electric Company, as appropriate, at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177, or call 1-415-973-8200. We will promptly honor your request.

What does it mean if I receive more than one Proxy Card on or about the same time?

It means that your PG&E Corporation common shares or Utility preferred shares are registered differently or are in more than one account. In order to vote all of your shares, please sign and return each Proxy Card or, if you vote over the Internet or by telephone, vote once for each Proxy Card you receive.

Are proxy materials for the 2019 Annual Meetings available online?

Yes. You can go online atinvestor.pgecorp.com/financials/annual-reports-and-proxy-statementsto access the 2019 Proxy Materials.

What if I submit my Proxy but I do not specify how I want my shares voted?

For PG&E Corporation’s registered shareholders, the Corporation’s proxy holders will vote your shares in accordance with the Corporation Board’s recommendations, which are as follows: “For” each of the Corporation Board’s nominees for director, “For” Item Nos. 2, 3, and 4 and “Against” Item Nos. 5 and 6. If the Charter Amendment Proposal (Item No. 2) is not approved, shareholders that vote on the Corporation’s Proxy Card will be deemed to vote for each of the nominees other than Mr. Johnson and any votes to elect Mr. Johnson will be disregarded. For the Utility’s registered shareholders, the Utility’s proxy holders will vote your shares in accordance with the Utility Board’s recommendations, which are as follows: “For” each of the nominees for director and “For” Item Nos. 3 and 4 (there is no Item No. 2 proposal for the Utility).

What if I do not submit my Proxy or Voting Instruction Card?

If you are a registered shareholder, your shares will not be voted if you do not submit your Proxy or vote in person at the 2019 Annual Meetings. If you are a participant in a 401(k) Plan, your shares will not be voted if you do not submit your Voting Instruction Card. If you hold your shares through a broker (or other intermediary), your broker may vote your shares in the broker’s discretion on “routine” matters, as discussed above under “What is a broker non-vote?”.

Your vote is extremely important. Even if you plan to attend the 2019 Annual Meetings, we request that you act promptly to vote your shares by completing, signing and dating the enclosed Proxy Card and returning it in the enclosed postage-paid envelope, or by voting over the Internet or by telephone by following the instructions provided on the enclosed Proxy Card or Voting Instruction Card.

Is my vote confidential?

PG&E Corporation and the Utility each have adopted a confidential voting policy under which shareholder votes are revealed only to a non-employee proxy tabulator or an independent inspector of election, except (1) as necessary to meet legal requirements, (2) in a dispute regarding authenticity of proxies and ballots, (3) in the event of a proxy contest if the other party does not agree to comply with the confidential voting policy, and (4) where disclosure may be necessary for either company to assert or defend claims. The policy allows the companies to engage shareholders, and to directly or indirectly (1) accept voting information that is voluntarily provided by shareholders, or (2) request and obtain final shareholder voting information that is or will be publicly disclosed pursuant to law, regulation, or similar requirements.

Who will count the votes?

First Coast Results, Inc. will act as the proxy tabulators and the inspectors of election for the 2019 Annual Meetings. First Coast Results, Inc. is independent of PG&E Corporation and the Utility and their respective directors, officers, and employees. Corporate Election Services will be the voting instruction tabulator for the 401(k) Plan.

How many shares are entitled to vote at the 2019 Annual Meetings?

As of the record date, there were 529,212,562 shares of PG&E Corporation common stock, without par value, outstanding and entitled to vote. Each share is entitled to one vote.

As of the record date, there were 10,319,782 shares of Utility first preferred stock, $25 par value, and 264,374,809 shares of Utility common stock, $5 par value, outstanding and entitled to vote. Each share is entitled to one vote.

May I attend the 2019 Annual Meetings?

Only PG&E Corporation and Utility shareholders who held shares as of the record date (May 15, 2019), or their duly appointed legal proxies, may attend the 2019 Annual Meetings. If you plan to attend the meeting, you must:

If you do not have a valid photo identification or proof of your stock ownership, you will not be admitted to the 2019 Annual Meetings. Please note that the following items will not be allowed in the meeting: cameras, video or tape recorders, and other electronic recording devices, or any other items that might be disruptive or pose a safety or security risk. For your protection, all purses, briefcases, backpacks, and packages will be subject to inspection, and you may be required to check these items. Photography and video/audio recording are not permitted at the 2019 Annual Meetings. Please arrive early enough to allow yourself adequate time to clear security.

Even if you plan to attend the 2019 Annual Meetings, we request that you act promptly to vote your shares by voting over the Internet or by telephone by following the instructions provided on the enclosed Proxy Card or Voting Instruction Card or by completing, signing and dating the enclosed Proxy Card and returning it in the enclosed postage-paid envelope.

May I bring a guest to the 2019 Annual Meetings?

Each registered shareholder or beneficial owner may bring either a spouse or a domestic partner as his or her guest to the 2019 Annual Meetings.

Whom can I contact if I have questions or need assistance in voting my shares, or if I need additional copies of the 2019 Proxy Materials?

Please contact Innisfree, the firm assisting us in the solicitation of proxies, toll-free at 877-750-0502. Banks and brokers may call collect at 212-750-5833.

How will the 2019 Annual Meetings be conducted?

The independent non-executive Chair of the Board of PG&E Corporation, or her designee, will preside over the 2019 Annual Meetings and will make any and all determinations regarding the conduct of the meetings.

All items of business described in Item Nos. 1-6 in this Proxy Statement will be deemed presented at the 2019 Annual Meetings.

How much will this Proxy solicitation cost?

All costs of soliciting proxies on behalf of PG&E Corporation and the Utility will be borne by PG&E Corporation and the Utility.

PG&E Corporation and the Utility hired Innisfree M&A Incorporated (“Innisfree”) to assist in the distribution of proxy materials and solicitation of votes for a fee not to exceed $1,200,000 plus reasonable out-of-pocket expenses. PG&E Corporation and the Utility have agreed to indemnify Innisfree against certain liabilities relating to, or arising out of, its engagement. In addition, the Corporation and the Utility will reimburse brokerage houses and other custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders. The companies’ solicitation of Proxies also may be made in person, by telephone, or by electronic communications by the companies’ respective directors, officers, and employees, who will not receive additional compensation for those solicitation activities.

The total amount to be spent for the companies’ solicitation of Proxies from the companies’ respective shareholders for the 2019 Annual Meetings, including expenses for vote tabulation and inspection but excluding salaries and wages of regular employees and officers of the companies, is estimated to be approximately $1.73 million, approximately $280,000 of which has been accrued to date.

Item No. 1: Election of Directors of PG&E Corporation and Pacific Gas and Electric Company

Shareholders are being asked to elect 14 directors to serve on the Board of PG&E Corporation and 7 directors to serve on the Board of the Utility. All

To create stability as we emerged from Chapter 11 in 2020, as part of our Plan of Reorganization, we agreed with the CPUC that our Boards would be divided into two classes, with each class elected for two-year terms. These terms will be phased out over the next three years so that, in 2024, all directors will be elected for one-year terms and stand for election annually.

All nominees for director of the Corporation in 2021 also are nominees for director of the Utility. In addition, Adam L. Wright, the event that the Charter Amendment Proposal (Item No. 2) is not approved, shareholders that vote on the Corporation’s Proxy Card will be deemed to vote for eachExecutive Vice President, Operations and Chief Operating Officer of the nominees other than Mr. JohnsonUtility, is a nominee for the Board of the Utility. Each nominee is an incumbent director and the votes for Mr. Johnson will be disregarded, and only 13 directors will beeach was elected to the PG&E Corporation Board.Boards in July 2020 in connection with the companies’ emergence from Chapter 11, except for Mr. Wright, who joined the Utility Board in February 2021.

Name	Age	Independent
Cheryl F. Campbell	61
Kerry W. Cooper	49
Arno L. Harris	51
Michael R. Niggli	71
Oluwadara J. Treseder	32
Benjamin F. Wilson	62
UTILITY BOARD ONLY
Adam L. Wright	43

If elected as director,directors, all of the 2021 nominees have agreed to serve and will hold office until the 20202023 annual meetings or until their successors shall beare elected and qualified, except in the case of death, resignation, or removal of a director. Each nominee has consented to being named in this Joint Proxy Statement and intends to serve if elected.

If any of the nominees become unavailableis unable at the time of the 20192021 Annual Meetings to accept nomination or electionserve as a director, the proxy holders named on the PG&E Corporation or Utility Proxy Card (as applicable) will vote for substitute nominees at their discretion.

As you will read in the biographical information that follows, the current Boards, including the incumbent nominees, bring significant experience in utility management, safety, technology, finance, emergency management, communications, remediation projects, and public policy, and familiarity with the needs of the state of California.

The Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company Unanimously Recommend Using the Proxy Card to VoteVoting FOR Each of the Nominees for Director Presented in This Joint Proxy Statement.

If you have any questions, please contact Innisfree, our proxy solicitor assisting us in connection with the 2019 Annual Meetings, by calling toll free 877-750-0502.

CERTAIN AGREEMENTS WITH BLUEMOUNTAINDirector Biographies

In connection with BlueMountain’s proposal to nominate director candidates that has since been withdrawn,Mr. Buckman entered into a nomination agreement (the “Nomination Agreement”) with BlueMountain, pursuant to which Mr. Buckman agreed, among other things, to be nominated by BlueMountainClass “A” Directors (Standing for election to the Corporation Board at the 2019 annual meeting, and, if elected, to serve as a director of the Corporation. Pursuant to the Nomination Agreement, BlueMountain agreed to pay to Mr. Buckman $100,000Election in connection with the nomination. The Nomination Agreement includes customary reimbursement and indemnification provisions in favor of Mr. Buckman.

On April 22, 2019, Richard C. Kelly resigned from the Boards of the Corporation and the Utility. Also, PG&E Corporation entered into a Settlement Agreement (the “Settlement Agreement”) with BlueMountain. In connection with the execution and delivery of the Settlement Agreement, and effective upon Mr. Kelly’s resignation, Frederick W. Buckman was appointed to fill the resulting vacancies on the Boards.

Pursuant to the terms of the Settlement Agreement with BlueMountain, the Corporation has agreed to propose an amendment, and recommend that the Corporation’s shareholders vote in favor of such amendment at the 2019 annual meeting of the shareholders of the Corporation, to the Corporation’s Restated Articles of Incorporation to increase the maximum size of the Board to fifteen members. Under the Settlement Agreement, subject to the approval of such amendment by the shareholders of the Corporation, the Boards will endeavor to select a person to be appointed to each of the Boards, taking into account such person’s clean energy / clean energy technology expertise, ties to the state of California, and expertise relating to the achievement of California’s clean energy goals. In addition, the Corporation has agreed to engage Christopher A. Hart to provide consulting services to the CEO of the Corporation regarding matters of safety.

The full text of the Settlement Agreement is attached as an exhibit to the Corporation’s Current Report on Form 8-K filed with the SEC on April 23, 2019.2021)

Cheryl F. Campbell Age: 61 Director Since: April 2019 Current Board Committees: Compliance and Public Policy, Executive, Nominating and Governance, Safety and Nuclear Oversight Committee (Chair) Current Position: Consultant, Former Senior Vice President, Xcel Energy, Inc. Prior Positions: Ms. Campbell served as the Senior Vice President, Gas at Xcel Energy, and President and CEO of West Gas Interstate, In. a FERC-regulated pipeline owned by Xcel Energy, from 2011 to 2018. Prior to Xcel Energy Inc., Ms. Campbell worked at Coastal Corporation (1984 to 2001) where she held various roles, including director. Other Board Experience: Ms. Campbell currently serves as a board member of Summit Utilities, Inc. (energy) (2020 to present), and National Underground Group (construction) (2018 to present). Advisory director for JANA Corporation (software development/IT) (2020 to present). Experience, Skills, and Expertise: Ms. Campbell has extensive experience in risk management, employee and public safety, and improving customer, regulatory, and financial outcomes. She has worked at the national level with the Department of Transportation on safety regulations, as well as with organizations involved in environmental sustainability. Ms. Campbell served as a member of the independent panel assessing the enterprise risk management and overall safety of the 11 gas utilities in Massachusetts in the aftermath of the September 2018 explosions and fires in Merrimack Valley. She is also committed to public service, with leadership roles in non-profit organizations, including Boardbound by Women’s Leadership Foundation, which focuses on educating and increasing the number of women on boards.

NOMINEES FOR DIRECTORS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY

As summarized in the below director biographies, the Boards were significantly changed in April 2019. The new Boards’ members’ skills and experiences cover areas we believe are most important to our sustainable success going forward. Mr. Johnson joined the Board of the Utility on May 2, 2019 and is nominated to both Boards at the 2019 Annual Meetings, subject to approval of the Charter Amendment Proposal. Mr. Johnson brings substantial safety and operational expertise from his extensive career in the energy industry. The two continuing directors provide diverse expertise, years of leadership and experience, and the institutional knowledge believed to be necessary to ensure stability and continuity on the Boards. The eleven new directors for the PG&E Corporation and Utility Boards provide fresh perspectives, leadership experience, and specific expertise to lead the companies through their current challenges and drive necessary cultural and operational changes. The new directors include:

The Boards believe that each nominee for director is a qualified, dedicated, ethical, and highly regarded individual. The Corporation and the Utility also each believe that a diverse Board with a mix of operational, safety, risk management, governance, regulatory, compliance, legal, restructuring, strategic planning, financial, audit, and business experience will be critical to continue improvements to safety, drive operational excellence, and navigate the restructuring process. The refreshed Boards, as a whole, include individuals who are committed to further enhancing the safety culture, understanding and properly responding to customer concerns, and fairly treating wildfire victims, employees, retirees, and other stakeholders. There are no agreements, arrangements, or understandings between the eleven new directors and any third party relating to their respective nominations for election to the Boards at the 2019 Annual Meetings.

The information provided below includes a chart and a description of each nominee’s specific experience, qualifications, attributes, and skills that indicate why that person should serve as a director of the applicable company, in light of the Corporation’s and the Utility’s business and structure. The Boards do not believe that each nominee must possess all of the characteristics shown in the chart below in order for each Board, as a whole, to function effectively.

The Corporation and the Utility believe that, collectively, the distribution of the nominees’ experience, skills, and expertise, among other characteristics, reflects a balanced and multi-disciplinary Board at each company, and appropriately meets the needs of the companies.

		Kerry W. Cooper Age: 49 Director Since: July 2020 Current Board Committees: Finance, Audit, Compliance and Public Policy Most Recent Position: President and Chief Operations Officer, Rothy's, Inc. Prior Positions: Ms. Cooper served as the President and Chief Operating Officer at Rothy's, a consumer goods company, from November 2017 to January 2020, where she built the brand and growth marketing teams as well as the operations, merchandising, and planning functions. Prior to that, she served as CEO of Choose Energy (national energy marketplace) (2013 to 2016), Chief Operating Officer and Chief Marketing Officer of Modcloth (consumer goods) (2010 to 2013), and held various leadership positions at Walmart (2008 to 2010). Other Board Experience: Ms. Cooper currently serves as a board member of Fernish (furniture rental) (2020 to present), Treau (HVAC start-up) (2020 to present), and The Production Board (capital holding company) (March 2020 to present). She formerly served on the boards of BevMo! (2017 to 2020), Weddington Way (2015 to 2017), and Choose Energy (2013 to 2016). Experience, Skills, and Expertise: Ms. Cooper brings extensive experience in implementing large-scale customer programs, as well as building businesses and teams, which are critical as the Boards oversee PG&E’s efforts to decentralize and bring operations closer to the customer. During her time at Choose Energy, she oversaw its expansion to operating in all deregulated states, and added natural gas and solar, and shifted the marketing mix from largely paid online acquisition to diverse channels. Ms. Cooper was responsible for owning and driving major technology projects at Walmart.com, driving omnichannel integration, building new products (e.g., marketplace), and building big data connections between store and online. Ms. Cooper also provides the perspective of a PG&E customer and California resident. Ms. Cooper has been responsible for building consumer brands, especially in the energy sector, and connecting to consumers’ needs.

Arno L. Harris Age: 51 Director Since: July 2020 Current Board Committees: Compliance and Public Policy, Finance, Technology and Cybersecurity Current Position: Managing Partner, AHC Prior Positions: Mr. Harris served as the CEO of Alta Motors, an electric motorcycle manufacturer, from October 2017 to October 2018. He previously founded and served as the CEO of Recurrent Energy (U.S. utility-scale solar and energy storage project developer) (2006 to 2015). Other Public Company Board Experience: Mr. Harris has served on the boards of Azure Power Global Limited (solar IPP and developer in India) since 2016, and ArcLight Clean Transition Corp. (SPAC / energy transition) since 2020. Other Board Experience: Mr. Harris has also served on the boards of Alta Motors (2017 to 2018) and Advanced Energy Economy (trade association) (2012 to 2015), and chaired the Solar Energy Industries Association board (trade association) (2014 to 2015) and the Recurrent Energy board (2006 to 2015). Experience, Skills, and Expertise: Mr. Harris brings 25 years of experience in clean technology and renewable energy, with deep experience working on climate change issues through the intersection of technology, business, and public policy. Mr. Harris' understanding of energy, sustainability, and commercial operations within California's regulatory environment contributes to the Boards' effective oversight of ESG and climate change issues. Mr. Harris is also a longtime California resident and PG&E customer, who has demonstrated a commitment to the community through his work supporting Tipping Point Community, a non-profit focused on alleviating poverty.

		Michael R. Niggli Age: 71 Director Since: July 2020 Current Board Committees: Finance, Safety and Nuclear Oversight, Technology and Cybersecurity Most Recent Position: President and Chief Operations Officer, San Diego Gas & Electric Company Prior Positions: Mr. Niggli served as President and Chief Operating Officer of San Diego Gas & Electric Company (SDG&E), a regulated utility company owned by Sempra Energy, from 2010 through December 2013. He held other leadership positions at Sempra Energy, including as Chief Operating Officer of SDG&E (2008 to 2010), Chief Operating Officer of both SDG&E & Southern California Gas Company (2006 to 2007), and President of Sempra Generation (2000 to 2006). Prior to his time at Sempra Energy, he served as the Chairman of the Board, CEO, and President of Sierra Pacific Resources (1999 to 2000), and Chairman of the Board, CEO, and President of Nevada Power Company (1998 to 1999). Other Board Experience: Mr. Niggli currently serves on the boards of American Transmission Company (2015 to present), ESVAL (subsidiary of AndesCan SpA in Chile) (2015 to present), ESSBIO (subsidiary of AndesCan SpA in Chile) (2015 to present), and as Chairman of the Board of ESS, Inc. (energy storage) (Board member from 2015 to present). Experience, Skills, and Expertise: With over four decades of experience in the utility and energy sector, Mr. Niggli brings significant operations, risk management and leadership experience, particularly in regulated utilities in California. Mr. Niggli provides in-depth knowledge of the California regulatory landscape, and while in his leadership role at SDG&E, established first-of-their-kind wildfire and public safety programs aimed at reducing risks associated with wildfire. Mr. Niggli has been a longtime supporter of and leader for the Great Basin National Park Foundation, working to preserve and make accessible the natural beauty of the park.

Oluwadara (Dara) J. Treseder Age: 32 Director Since: July 2020 Current Board Committees: Compensation, Finance Current Position: Senior Vice President, Head of Global Marketing & Communications, Peloton Interactive, Inc. Prior Positions: Ms. Treseder was the Chief Marketing and Communications Officer at Carbon Inc., a 3D printing technology company, from December 2018 to August 2020, where she led marketing, communications, and inside sales. Prior to that, she was the Chief Marketing Officer at GE Business Innovations and GE Ventures (2017 to 2018) and Marketing Manager and Global Head of Demand Generation, File Maker, at Apple, Inc. (2015 to 2017). Other Board Experience: Ms. Treseder currently serves on the board of the Public Health Institute (non-profit public health organization) (2017 to present). Experience, Skills, and Expertise: Ms. Treseder brings experience in large-scale customer operations, consumer insights, and communication to the PG&E Boards. Ms. Treseder has a background leading communications in highly regulated industries and driving customer engagement, a strong understanding of finance and, financial planning, and knowledge of management incentives and compensation. Ms. Treseder has been a champion for underserved and marginalized groups and remains committed to building strong communities that work for everyone.

		Benjamin F. Wilson Age: 62 Director Since: July 2020 Current Board Committees: Audit (Chair), Executive, Nominating and Governance Current Position: Chairman, Beveridge & Diamond PC Prior Positions: Mr. Wilson has spent 35 years at Beveridge & Diamond PC, an environmental law practice group. Other Board Experience: Mr. Wilson currently serves as a board member of Northwestern Mutual Life Insurance Company (2013 to present), Beveridge & Diamond, P.C. (2015 to present), and Environmental Law Institute (2011 to present). He has also served on the board of Dartmouth College (2012 to 2020). Experience, Skills, and Expertise: Mr. Wilson brings a depth of experience, having been lead counsel in numerous complex environmental and regulatory matters for major consumer product corporations, retailers, oil and gas companies, municipalities, and developers. His service as Monitor for the Duke Energy coal ash spill remediation project and as Deputy Monitor in the Volkswagen emissions proceedings provides an important perspective to the Board. Mr. Wilson also offers deep experience with environmental justice issues and is a recognized leader on diversity and inclusion issues in the legal profession. Mr. Wilson served on the Audit Committee of the board of directors of Northwestern Mutual Life Insurance Company and chaired the Audit Committee for the Board of Trustees of Dartmouth College.

Adam L. Wright Age: 43 Director Since: February 2021 Current Position: Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company Prior Positions: Mr. Wright served as President and CEO of MidAmerican Energy Company (MEC), a Berkshire Hathaway Energy company, from January 2018 to January 2021. In his 18-year tenure with the Berkshire Hathaway Energy family of businesses, he served in various leadership positions, including as MEC’s Vice President of Gas Delivery (2015 to 2017) and Vice President of Wind Generation and Development (2012 to 2015). Other Board Experience: Mr. Wright has served on the boards of MEC (2018 to 2021), the Iowa Business Council (2018 to 2021) and Iowa Utility Association (2018 to 2021). He was also an advisory director for the American Gas Association. Experience, Skills, and Expertise: Mr. Wright provides the Utility Board with knowledge of the Utility’s operations, experienced utility leadership, and engineering background. He also brings experience in safety, compliance, operations, customer service, natural gas, renewable generation, and transmission and distribution developed during his career with MEC and other Berkshire Hathaway Energy companies. As PG&E’s Executive Vice President of Operations and Chief Operating Officer, Mr. Wright focuses on safety, increasing connectivity among operational groups, and promoting excellence.

Class “B” Directors (Not Standing for Election in 2021)

Each director is elected

		Rajat Bahri Age: 57 Director Since: July 2020 Current Board Committees: Audit, Technology and Cybersecurity Current Position: Chief Financial Officer, Wish, Inc. Prior Positions: Mr. Bahri served as Chief Financial Officer at Jasper Technologies, Inc., a leading Internet of Things service platform, from July 2013 until June 2016, where he scaled the company, prepared the company for an initial public offering, and successfully sold the company to Cisco Systems, Inc. He previously served as Chief Financial Officer for Trimble Navigation (2005 to 2013), Kraft Canada, Inc. (2001 to 2004), and Kraft Pizza Company (2000 to 2001). Other Public Company Board Experience: Mr. Bahri previously served on the board of Stec, Inc. (computer storage) (2008 to 2011), where he was Chair of the Audit Committee. Other Board Experience: N/A Experience, Skills, and Expertise: Mr. Bahri is a seasoned CFO with public company and leadership experience and extensive knowledge of finance, financial performance, and planning and audit. At Wish, Mr. Bahri supported the company’s global expansion to over 80 countries and prepared its infrastructure and resources for the initial public offering in 2020. He is skilled at building enterprise-wide systems and teams and brings decades of experience in executive compensation, enterprise risk management, and corporate governance, as well as the operation of audit committees. As a California resident, Mr. Bahri also provides the perspective of a utility customer to the Boards.
		Jessica L. Denecour Age: 59 Director Since: July 2020 Current Board Committees: Compensation, Executive, Nominating and Governance, Technology and Cybersecurity (Chair) Most Recent Position: Senior Vice President and Chief Information Officer, Varian Medical Systems, Inc. Prior Positions: Ms. Denecour was the Senior Vice President and Chief Information Officer of Varian Medical Systems, Inc., a leading manufacturer of medical devices and software for cancer treatments, from January 2006 to September 2017. Prior to that, she held numerous senior roles at Agilent Technologies, Inc. (chemical analysis, life sciences, and diagnostics) (1999 to 2005) and The Hewlett- Packard Company (information technology and services) (1983 to 1999).  Other Public Company Board Experience: Ms. Denecour served on the board of MobileIron, Inc. (software security) (2017 to 2020). Other Board Experience: N/A Experience, Skills, and Expertise:  Ms. Denecour has more than 30 years of experience as an information technology and cybersecurity executive, including overseeing investments in new and innovative technology. She has a deep understanding of threats and mitigations in cybersecurity risk management. During her career, she has led multiple IT transformations, built effective data privacy and security programs, and implemented state-of-the-art IT governance. A long-time California resident and utility customer, Ms. Denecour has also demonstrated a commitment to the community through her board work supporting non-profits aimed at achieving gender parity in the boardroom, as well as supporting creativity and lifelong learning in children.

		Admiral Mark E. Ferguson III, USN (ret.) Age: 64 Director Since: July 2020 Current Board Committees: Compensation (Chair), Executive, Safety and Nuclear Oversight, Technology and Cybersecurity Current Position: Senior Advisor, Institute for Defense Analyses and NATO Prior Positions: Admiral Ferguson retired from the U.S. Navy in 2016 after 38 years of service, having most recently served as Commander of the U.S. Naval Forces in Europe and Africa and NATO Allied Joint Force Command, Naples, Italy (2014 to 2016). Prior to that, he served as Vice Chief of Naval Operations (2011 to 2014) and Chief of Naval Personnel (2008 to 2011). He served as a Senior Advisor with McKinsey & Company (2016 to 2020) and as an independent aerospace and defense consultant. Public Company Board Experience: Mr. Ferguson serves on the board of VSE Corporation (logistics and supply chain) (2017 to present). Other Board Experience:  Mr. Ferguson also serves on the board of trustees for the Center for Naval Analyses (federally-funded R&D center) (2017 to present). Experience, Skills, and Expertise:  Admiral Ferguson brings decades of experience in nuclear reactor operations, risk and change management, and cyber preparedness. During his tenure in the U.S. Navy, he directed the transformation of its personnel management system and education programs; his organization received the Workforce Magazine Optimas Award for innovative personnel policies supporting diversity and women in the workplace. He presently is a member of several veteran service organizations.
		Robert C. Flexon Age: 62 Director Since: July 2020, Independent non-executive Chair of the Corporation Board since July 2020. Current Board Committees: Audit, Compensation, Executive (Chair, Corporation committee), Nominating and Governance (Chair) Most Recent Position: Chief Executive Officer, Dynegy Prior Positions: Mr. Flexon served as President and CEO of Dynegy Inc., a power and energy supplier and marketer serving the Northeast, Midwest, Texas, and California from June 2011 to May 2018, where he was a key architect in creating the largest independent power producer in the U.S. through the strategic combination with Vistra Corp. Prior to his tenure at Dynegy, he was President and CEO of Foster Wheeler AG (Engineering and Construction) (2009 to 2010), and held a variety of leadership positions at NRG Energy, Inc. (integrated independent power generator and marketer (2004 to 2009). Public Company Board Experience: Mr. Flexon currently serves on the boards of Capstone Turbine Corporation (micro turbine manufacturer) (2017 to present) and Charah Solutions, Inc. (coal ash management, remediation and marketing) (2018 to present). Mr. Flexon previously served on the board of Dynegy (2011 to 2018), TransAlta Corporation (power generator and energy marketer) (2018 to 2020), and Westmoreland Coal Company (coal mining) (2016 to 2019). Other Board Experience: Mr. Flexon has served on the board of Genesys Works Houston since 2016, providing career education and professional experience to high school students in the underserved communities of Houston, Texas. Experience, Skills, and Expertise:  Mr. Flexon provides executive leadership experience in the competitive power and oil and gas sectors. During his time at Dynegy, he executed cultural, operational, and financial restructuring, and achieved top decile safety performance, and enhanced employee engagement. Mr. Flexon brings extensive safety, risk management and labor relations experience, as well as experience with turnarounds, having led both Dynegy’s 2011 bankruptcy and its culture transformation and growth post-emergence.

		W. Craig Fugate Age: 61 Director Since: July 2020 Current Board Committees: Compliance and Public Policy, Safety and Nuclear Oversight Current Position: Chief Emergency Management Officer, One Concern (Emergency management technology) Prior Positions: Mr. Fugate was appointed by President Barack Obama to serve as the Administrator of the Federal Emergency Management Agency (FEMA) from May 2009 to January 2017. Prior to that, he served as Florida Governor Jeb Bush’s Emergency Management Director (2001 to 2009). Other Board Experience: Mr. Fugate currently serves on the board of America’s Public Television Stations (2018 to present). Experience, Skills, and Expertise:  Mr. Fugate has an unparalleled background in emergency management and crisis response at the county, state, and federal level. In addition to being the Chief Emergency Management Officer at One Concern, he is also a Senior Advisor at the Pew Trust for Flood Prepared Communities and a Consultant for Resilient Force, among other positions. During his time at FEMA, Mr. Fugate led the organization through multiple record-breaking disaster years and oversaw the Federal Government’s response to major events, such as the Joplin and Moore tornadoes, Hurricane Sandy, Hurricane Matthew, and the 2016 Louisiana flooding. Mr. Fugate also demonstrates leadership in establishing a strong safety culture and driving a community-oriented approach to emergency management.
		Dean Seavers Age: 60 Director Since: July 2020, Independent non-executive Chair of the Utility Board since July 2020. Current Board Committees: Executive (Chair, Utility committee), Finance (Chair), Nominating and Governance, Safety and Nuclear Oversight Most Recent Position: President and Executive Director, National Grid Prior Positions: Mr. Seavers served as the President of National Grid US and Executive Director of National Grid plc, a multinational electric and gas utility, from December 2014 to January 2020, where he led business transformation initiatives to improve financial performance, safety, and employee engagement. Prior to that, he was the founder and CEO of Red Hawk Fire & Security (facilities services) (2012 to 2018), President of Global Services at United Technologies Fire and Security (2010 to 2011), and President and CEO of GE Security (electronic security and fire systems) (2007 to 2010). Other Public Company Board Experience: Mr. Seavers has served on the boards of James Hardie Industries plc (building materials) since February 2021, and Albemarle Corporation (specialty chemicals) since 2018. Experience, Skills, and Expertise:  Mr. Seavers brings a broad utility and safety background to the Boards of the Corporation and the Utility, as well as utility leadership experience. He has a deep background in risk management and operational planning in large customer-oriented companies, and understands the needs of employees and workforce safety. During his tenure at National Grid, he led the implementation of National Grid’s jurisdictional model which placed operational control with jurisdictional presidents, which is particularly relevant as PG&E moves to decentralize operations in order to drive a customer focus.

		Patricia K. Poppe Age: 52 Director Since: January 2021 Current Board Committee: Executive Current Position: Chief Executive Officer, PG&E Corporation Prior Positions: Ms. Poppe served as President and CEO of CMS Energy Corporation and its principal subsidiary, Consumers Energy Company, from July 2016 to December 2020, where she focused on connecting the utility more closely with its customers and adapting lean operating system principles throughout the business. In her decade-long career with CMS Energy, she held various leadership positions, including Senior Vice President of Distribution Operations, Engineering and Transmission; Vice President of Customer Experience, Rates and Regulation; and Vice President of Customer Operations. Prior to her tenure at CMS, she served as a Power Plant Director at DTE Energy Company (2005 to 2010). Other Public Company Board Experience: Ms. Poppe currently serves on the board of Whirlpool Corporation (2019 to present). Other Company Board Experience: Ms. Poppe also serves on the board of AEGIS Insurance Services, Inc. (2019 to present), and on the executive committees for the Edison Electric Institute and the American Gas Association. Experience, Skills, and Expertise:  Ms. Poppe brings over 15 years of experience, including as chief executive, in the highly regulated utility industry. Under her leadership, CMS Energy and Consumers Energy earned consistent industry recognition and maintained strong operational and financial performance. PG&E values Ms. Poppe’s extensive utility experience championing safety and workplace equity, developing strong working relationships with labor, and building broad support for clean energy.
		William M. Smith Age: 63 Director Since: October 2019 Current Board Committees: Executive, Finance, Technology and Cybersecurity Most Recent Position: President of AT&T Technology Operations, AT&T Services, Inc. Prior Positions: Mr. Smith served as the interim CEO of PG&E Corporation from July 2020 to December 2020, following the Company’s emergence from Chapter 11, providing stability and leadership during a time of transition. Prior to that, he was the President of Technology Operations at AT&T Services, Inc. (telecommunications) where he spent 37 years (1979 to 2016). Mr. Smith previously served on the advisory boards of Blue Ridge Networks, Inc. (telecommunications) (2018 to 2020) and ASOCS Ltd., (telecommunications) (2018 to present). Other Public Company Board Experience: Mr. Smith previously served as a director of Oclaro, Inc. (telecommunications) (2009 to 2012, 2018). Other Board Experience: Mr. Smith currently serves on the board of Tillman Infrastructure, LLV. (infrastructure) (2017 to present). Experience, Skills, and Expertise:  Mr. Smith brings in-depth knowledge of PG&E’s operations to the Boards, along with a background in implementation of technology and innovation on large scale operations. Mr. Smith also brings an ability to identify and leverage new technologies to meet future business needs, experience in cybersecurity and risk management, knowledge of financial planning, and a track record of delivering on commitments to public and employee safety.

DIRECTOR NOMINEE SELECTION

In July 2020, each company seated 11 new Board members after a one-year term,comprehensive search conducted by two leading national independent search firms, with specific mandates to identify diverse candidates. Three existing Board members remained on each Board. All Board members were selected based on criteria approved by or agreed upon with our regulators and key stakeholders, including diversity, skills, experience, and their understanding of the needs of Californians. Their appointments were reviewed and supported broadly, including by the Governor of California. These Board members represent the companies’ commitment to stability as well as a vision of how the companies can best serve customers in general, the future.

Our ongoing process to select directors begins with the PG&E Corporation Nominating and Governance Committee, who selects the nominees who will recommend,be submitted for shareholder vote. The Nominating and each Board will re-nominate,Governance Committee recommends an existingeligible director for re-election if it believes the Committee and the Board each believe that the individualdirector would continue to be a productive and effective contributor to the Board, unless that individual no longer is eligible for re-nomination underBoards. The Nominating and Governance Committee makes these assessments together with the applicable company’s BoardBoards of Directors retirement policy or he or she declines to stand for re-election.each company.

With respectFor new Board nominees, the Committee works with independent search firms (retained by the Boards or the Committee) to diversity,identify candidates who are qualified to serve and who demonstrate one or more of the pre-determined skills that the Boards have approved as being desirable to meet the companies’ needs. The companies also accept recommendations for director nominees from a variety of sources, including shareholders, community-based organizations, management, and other directors. We use the same criteria, described below under “Skills,” to review all candidates recommended for nomination at the annual meetings - including candidates nominated by shareholders - and review all such candidates at the same time.

Shareholders may recommend a person for the Committee to consider as a nominee for director of PG&E Corporation or the Utility, by writing to that company’s Corporate Secretary. Recommendations must include (a) a description of the candidate (name, age, principal occupation, business address, and residence address), (b) the class and number of shares of the company’s stock owned by the shareholder and the candidate, (c) other information about the candidate that would be in a proxy statement listing the candidate as a director nominee, and (d) any interest of the shareholder in the candidate’s nomination. We may request additional information on the candidate or the shareholder if needed.

DIVERSITY

Diversity is a core value for us as demonstrated by our Boards, and one that we will continue to champion in the future.

The Nominating and Governance Committee’s policy, as reflected in the companies’ respective Corporate Governanceeach company’s Guidelines, is to seek nominees with a range of different backgrounds, perspectives, skills, and experiences. NineThe Guidelines further specify that candidates are evaluated based on a range of skills and attributes (see Skills section below), including consideration of important public policy objectives, such as diversity.

We asked the continuing directors to self-identify using the categories of underrepresented communities listed in California’s Assembly Bill 979 (AB 979) on board diversity: Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or gay, lesbian, bisexual, or transgender. 9 of 14 directors of PG&E Corporation, and 10 of 15 directors of the 14 director nominees for eachUtility identify as either being members of an underrepresented community or identify as female. More specifically, 5 directors identify as female, 1 as Asian or Pacific Islander, and 4 as Black or African American (3 on the PG&E Corporation Board). Each company’s continuing Board are diverse with respectexceeds the requirements of AB 979.

Our commitment to gender or ethnicity.diversity extends beyond just seating members from under-represented communities on our Boards - it also includes representation on key leadership positions on the Boards:

The Nominating and Governance Committee and the Boards annually review whether the diversity represented by the members of the Boards serves the needs of the companies, given the current operating environment. If a diversity gap is identified, the Committee will consider and prioritize the need to close that gap, along with other factors, in its director recruitment process. The diversity represented by the director nominees is shown below.

SKILLS

Our Boards exhibit diversity of experience, skills, and attributes, and this allows them to effectively oversee the companies’ operations. As part of the establishment of the Boards in 2020, we agreed that directors should demonstrate one or more of a list of skills specific to our companies' needs (the skills matrix), and key Board leaders would have substantial expertise in areas such as wildfire mitigation, natural gas operations, risk management, and cybersecurity. The Nominating and Governance Committee reviews and the Boards approve the skills matrix annually, taking into account the current composition of the Boards and the criteria previously agreed upon with our key stakeholders and regulators.

Each director is nominated after consideration of his or her skills on this list, as well as diversity, character, and fit with Board culture, including characteristics like integrity, ethical standards, judgment, interpersonal skills and relations, communication skills, and the ability to work collaboratively with others. The Committee and Boards also consider important public policy objectives such as diversity, representation from regions PG&E serves, and commitment to California’s climate change goals, and also consider a candidate’s age (in light of each Board’s director retirement policy), applicable legal requirements, residency, and such other factors as it deems appropriate given the current needs of the Board and the Company.

Skills Matrix

•	Richard R. Barrera Age:47 Director Since:April 2019 Current Board Committees:Finance (Chair); Audit; Executive Current Position:Founder, CEOWildfire safety, preparedness, prevention, mitigation,response and/or recovery		•	Workforce safety and Portfolio Manager, Roystone Capital public safety
•	Technology and cybersecurity		•	Nuclear generation safety
•	Natural gas transmission, distribution, operation, andsafety		•	Public policy (legal, regulatory, or government)
•	Leadership in the energy or utility industry		•	Utility operation or related engineering experience
•	Innovation and technology in the clean energy orutility industry		•	Risk management (including enterprise risk management)
•	Climate change mitigation or climate resilience		•	Renewable energy and related engineering experience
•	Financial performance and planning		•	Financial literacy
•	Audit		•	Management LP (an asset management firm that invests across the capital structure in both debt and equity) Prior Positions: Mr. Barrera previously was a Partner and Co-Portfolio Manager at Redwood Capital Management and Glenview Capital Management (both private investment management firms). Other Board Experience: Mr. Barrera is a member of theincentives
•	Labor relations		•	Large-scale customer experience
•	Public company board of Mount Sinai Children’s Center Foundation and a member of the board of Success Academy Charter Schools. Experience, Skills, and Expertise: Mr. Barrera has over 20 years of asset management and financial expertise investing in businesses undergoing transformations across a wide range of sectors. Throughout his career, Mr. Barrera has invested across the electric utility and independent power industries and has directly participated in numerous restructurings both in and out of Chapter 11. Mr. Barrera’s restructuring experience includes several bankruptcies involving complex litigation and a number of telecommunication restructurings in which he actively helped companies recapitalize balance sheets to enable successful operational turnarounds.		•	Community leadership

Jeffrey L. Bleich Age:57 Director Since:April 2019; independent non-executive Chair of the Board of the Utility since April 2019 Current Board Committees:Compliance and Public Policy; Safety and Nuclear Oversight Current Position:Attorney Prior Positions: Mr. Bleich was a partner in the San Francisco, CA office of Dentons US LLP (a multinational law firm) from 2016 to April 2019. Mr. Bleich served as a member of the Senior Advisory Group to the Director of National Intelligence from 2014 to 2016. Mr. Bleich served as U.S. Ambassador to Australia from 2009 to 2013 and also as Special Counsel to President Obama in the White House from 2008 to 2009. Mr. Bleich previously was a long-time partner at the California law firm Munger, Tolles & Olson LLP, where he was recognized as one of California’s leading litigators, litigated a variety of complex civil cases and handled landmark state and U.S. Supreme Court pro bono cases. Other Board Experience: Mr. Bleich is a member of the board of Nuix Pty. Ltd (from 2017 to present) and the advisory board of Amber Kinetics, Inc. (from 2017 to present). Mr. Bleich serves on several boards, including as Chair of the Fulbright Foreign Scholarship Board (appointed by President Obama). Experience, Skills, and Expertise: Mr. Bleich has over three decades of experience resolving complex domestic and international disputes and specializing in cybersecurity. In addition to his legal and public sector experience, Mr. Bleich has served on the boards of numerous private organizations, including as the Chair of the California State University Board of Trustees, President of the California State Bar, a member of the Governor’s International Trade and Investment Council, and President of the Bar Association of San Francisco. Mr. Bleich is a long-time California resident.

Nora Mead Brownell Age:71 Director Since:April 2019; independent non-executive Chair of the Board of PG&E Corporation since April 2019 Current Board Committees:Executive; Safety and Nuclear Oversight Current Position:Co-Founder of Espy Energy Solutions LLC (an energy consulting group that provides strategic planning, marketing, business planning, and other consulting services to energy utilities, equipment manufacturers, service providers and financial institutions evaluating energy investments) Prior Positions: Ms. Brownell is a former Commissioner of the Federal Energy Regulatory Commission (“FERC”), a former member of the Pennsylvania Public Utility Commission and a former President of the National Association of Regulatory Utility Commissioners. Prior Public Board Service During the Past Five Years: National Grid (2012 to April 2019); Spectra Energy Partners (2007 to 2018); Oncor, Inc. (2007 to 2014) Other Board Experience: Ms. Brownell previously served on the boards of Tangent (2000 to April 2019) and Comverge Inc. (2007 to 2014). Ms. Brownell is also currently a director of Morgan Stanley Infrastructure Advisory Board and of Mead Family Investments (previously Times Publishing Co.) (1996 to present), and she previously served as a director of Direct Energy Advisory Board (2014 to 2017) and of New World Capital Advisory Board (2009 to 2016). Experience, Skills, and Expertise: Ms. Brownell is a former Commissioner of the FERC, a former member of the Pennsylvania Public Utility Commission and a former President of the National Association of Regulatory Utility Commissioners. During her time at FERC, Ms. Brownell oversaw the transition of the North American Electric Reliability Corporation to FERC oversight after Congress passed the Energy Policy Act of 2005, which provided for mandatory electric reliability standards. Ms. Brownell has been an advocate for consumer protection, competitive markets and national energy infrastructure development. She has worked extensively with California stakeholders to resolve market and infrastructure issues.

Frederick W. Buckman Age:73 Director Since:April 2019 Current Board Committees:Audit; Safety and Nuclear Oversight Most Recent Position:Retired President and Chief Executive Officer of Powerlink Transmission Company (transmission investment for private equity) Prior Positions: Mr. Buckman was President and CEO of Shaw Group’s Power Group (engineering firm) (2009 to 2010), a managing partner for utilities at Brookfield Asset Management (alternative asset management company focusing on real estate, renewable power, infrastructure and private equity) (2007 to 2009), President and CEO of Trans-Elect (electric and gas transmission system development) (1999 to 2006), and has held various leadership positions in the utility and energy industry, including President and CEO of Pacificorp (electric energy company) (1994 to 1998) and CMS Energy (natural gas and electric energy company) (1986 to 1994). He also served on the Board of Directors of SmartWires, Inc. (transmission technology company) (2011 to 2019). Other Board Experience: Mr. Buckman currently serves as a board member of StanCorp Financial Group Incorporated (insurance and financial services company) and Solomon Corporation (sales and service of transformers and related equipment). Experience, Skills, and Expertise: Mr. Buckman brings over 30 years of experience in the utility, energy, and asset management sectors. In addition to serving as the CEO of two U.S. utilities, Mr. Buckman has extensive experience in utility operation and management, safety assessment, engineering and construction management, project development and nuclear plant design.

Cheryl F. Campbell Age:59 Director Since:April 2019 Current Board Committees:Safety and Nuclear Oversight (Chair); Compliance and Public Policy; Executive; Finance Current Position:Consultant, Executive Director, Gold Shovel Standard Association (non-profit organization working to reduce damage to underground infrastructure) Prior Positions: Ms. Campbell spent 13 years at Xcel Energy, Inc. (utility supplier of electric power and natural gas service operating in eight Western and Midwestern states), most recently serving as the Senior Vice President, Gas and President and CEO of West Gas Interstate (a FERC-regulated pipeline owned by Xcel Energy) from 2011 to 2018. Prior to Xcel Energy Inc., Ms. Campbell worked for approximately 20 years at Coastal Corporation (El Paso Corporation) (provider of natural gas and related energy products) where she held various roles, including director. Other Board Experience: Ms. Campbell currently serves as a board member of Hoffman Southwest (a private equity-owned provider of water flow inspection, repair and cleaning services) (2018 to present). Ms. Campbell previously served as a member of the Engineering Advisory Committee of the University of Colorado College of Engineering, a member of the Gas Pipeline Advisory Committee to the Department of Transportation and a member of the Colorado Oil and Gas Association Board. Experience, Skills, and Expertise: Ms. Campbell has 35 years of energy experience in midstream, interstate pipelines and utilities. During her tenure at Xcel Energy, Ms. Campbell developed Xcel Energy’s risk management, regulatory, environmental and operating plans for its gas assets while improving operating and financial results across the enterprise. Ms. Campbell also developed the same programs for WestGas InterState while she was serving as its President and CEO. Her experience includes strategic planning, operations, regulatory and risk management. Ms. Campbell is a champion of public and employee safety and served on the U.S. Department of Transportation’s Gas Pipeline Advisory Committee from 2013 to 2018, providing guidance to the Secretary of Transportation on the safety of the nation’s gas pipeline infrastructure. Ms. Campbell also served as a member of the independent panel assessing the enterprise risk management and overall safety of the 11 gas utilities in Massachusetts in the aftermath of the September 2018 explosions and fires in Merrimack Valley.

Fred J. Fowler Age:73 Director Since:March 2012 Current Board Committees:Finance; Safety and Nuclear Oversight Most Recent Position:Retired Chairman of the Board, Spectra Energy Partners, LP (master limited partnership that owns natural gas transmission and storage assets) Other Current Public Company Boards:Encana Corporation (natural gas producer) since 2010 (serves on corporate responsibility, environment, health and safety committee, and human resources and compensation committee); DCP Midstream Partners, LP (master limited partnership that owns, operates, acquires, and develops midstream energy assets) since 2015 (serves on audit committee) Prior Positions: In addition to serving as Chairman of the Board of Spectra Energy Partners, LP (2008 to 2013), Mr. Fowler was President and CEO of Spectra Energy Corp (natural gas gathering and processing, transmission and storage, and distribution company) (2006 to 2008) and served as a director of that company. Before that, he held various executive positions with Duke Energy Corporation (gas and electric energy company) and its subsidiaries and predecessor companies, including President and COO of Duke Energy. Prior Public Board Service During the Past Five Years: Spectra Energy Partners, LP (2008 to 2017) Other Board Experience: Mr. Fowler is the former Chairman of the Board of the Interstate Natural Gas Association of America and a former director of the Gas Research Institute, the Gas Technology Institute, and the Institute of Nuclear Power Operations. Experience, Skills, and Expertise: Mr. Fowler brings extensive knowledge and over 45 years of experience in utility company operations, including safety, natural gas and gas liquids production, transportation and marketing, and electricity generation, transmission and distribution. He brings leadership, management, and business skills developed as an executive and a director of numerous public and privately held companies.

William D. Johnson Age:65 Director Since:May 2019 (Utility) Current Position:CEO and President, PG&E Corporation Prior Positions: Mr. Johnson served as President and CEO of the Tennessee Valley Authority (TVA) from 2012 to April 2019. Prior to his tenure at the TVA, Mr. Johnson was the Chairman, President and CEO of Progress Energy. Experience, Skills, and Expertise: Mr. Johnson brings over 20 years of utility experience and leadership as a utility industry executive. During his six-year tenure at TVA, he was responsible for leading the nation’s largest public utility in its mission of providing energy, environmental stewardship and economic development across a seven-state region. During Mr. Johnson’s time at TVA, the organization achieved the best safety records in its 85-year history and has been a perennial top decile safety performer in the utility industry. In that same period, retirement of more than half of TVA’s coal generation, resulting in a reduction of TVA’s carbon omissions by about 50% over the last decade. He was responsible for leading the generation of more than 50% of TVA’s energy from non-greenhouse gas emitting sources. He also oversaw TVA’s expansion into utility scale solar in recent years, with the addition of approximately 1,000 megawatts (mWs), and pursued the modernization of its hydro assets to increase the overall amount of renewable resources. TVA’s renewable portfolio includes almost 2,400 mWs of wind and solar and 5,800 mWs of hydro capacity. Throughout his career in the electric utilities industry, Mr. Johnson has collaborated closely with elected officials and other community leaders to deliver safe and reliable electricity to millions of customers.

Michael J. Leffell Age:60 Director Since:April 2019 Current Board Committees:Nominating and Governance (Chair); Compliance and Public Policy; Executive Current Position:Founder, Portage Partners LLC (a privately held company focused on sourcing, analyzing and monitoring non-traditional investment opportunities) and Chairman of Canoe Software (a financial technology company) Prior Positions: Prior to founding Portage Partners in 2010, Mr. Leffell was the Deputy Executive Managing Member of Davidson Kempner Capital Management, a global institutional investment management firm. Prior Public Board Service During the Past Five Years: Genco Shipping and Trading Limited (a publicly traded transportation services company) (2014 to 2016) Experience, Skills, and Expertise: Mr. Leffell has over 20 years of experience participating in the restructuring of multiple businesses under Chapter 11. In addition to serving as the Deputy Executive Managing Member of Davidson Kempner Capital Management, Mr. Leffell also co-managed the Distressed Investment strategy, including multiple positions in a broad range of large complex corporate restructuring and domestic and international bankruptcies that often implicated complex litigation.

Kenneth Liang Age:57 Director Since:April 2019 Current Board Committees: Compensation; Finance  Most Recent Position:Former senior Managing Director and Head of Restructurings, Oaktree Capital Management (a global alternative investment management firm with expertise in credit strategies) Prior Positions: From Oaktree’s formation in 1995 until June 2001, Mr. Liang was Oaktree’s General Counsel. Before that, he served as a Senior Vice President at TCW Group. Prior Public Board Service During the Past Five Years: Tribune Media (media/entertainment/real estate company) (2013 to 2015); STORE Capital Corporation (a real estate investment trust) (2012 to 2016) Other Board Experience: Mr. Liang served as chairman of the board of Excel Maritime (dry bulk shipping company) (2014 to 2018). He also served on the boards of Chassix (automotive parts company) (2016 to 2018) and of Pulse Electronics (mobile electronics company) (2015 to 2018). Mr. Liang has also served on the board of Flintridge Preparatory School (2012 to 2018). Experience, Skills, and Expertise: Mr. Liang was a senior Managing Director and Head of Restructurings at Oaktree Capital Management’s Opportunities Funds, Oaktree’s largest investment strategy fund. Mr. Liang retired from Oaktree in April 2018 after being with Oaktree since its inception over 20 years ago. Mr. Liang joined Oaktree at its formation in 1995 as an original equity holder and served as Oaktree’s General Counsel until June 2001. Mr. Liang has extensive U.S. and international experience as a significant stakeholder in prominent and complex restructurings of many troubled businesses inside and outside of Chapter 11 and in court-supervised reorganizations, including Enron, Energy Future Holdings, Tribune and Caesars Entertainment. Mr. Liang holds a J.D. from Georgetown University and a B.S. from the University of Southern California, has been a long-time California resident and has close family relatives who live in PG&E Corporation’s service area.

Dominique Mielle Age:50 Director Since:April 2019 Current Board Committees: Audit (Chair); Executive Most Recent Position:Former Partner and Senior Portfolio Manager, Canyon Partners LLC (an investment manager that specializes in value-oriented special situation investments for institutional investors) Other Current Public Company Boards: Anworth Mortgage Asset Corporation (mortgage REIT investment firm) since 2018 (serves on the compensation committee (chair), audit committee and nominating and corporate governance committee); Studio City International since 2018 (serves on the nominating and corporate governance committee (chair), compensation committee and audit and risk committee) Prior Positions: Ms. Mielle was a partner and senior portfolio manager at Canyon Partners, where she worked from 1998 to 2017. Before 1998, she worked at various investment banks, including Libra Investments, Lehman Brothers and Credit Lyonnais. Experience, Skills, and Expertise: Ms. Mielle has played key roles in complicated bankruptcies where public safety and the economic well-being of the public were critical issues requiring extensive engagement with government entities, regulatory agencies and affected communities. Ms. Mielle was a member of the creditors’ committee for the Commonwealth of Puerto Rico, and also served as a restructuring committee member of American Airlines, Continental Airlines, Delta Airlines, Northwest Airlines and United Airlines in the wake of the September 11 attacks. Ms. Mielle earned an MBA from Stanford University. She is a long-time California resident.

Meridee A. Moore Age:61 Director Since:April 2019 Current Board Committees:Compensation (Chair); Executive; Finance; Nominating and Governance Current Position:Founder, CEO and Chief Investment Officer of Watershed Asset Management (a San Francisco-based alternative asset manager) Other Current Public Company Boards: Blackrock Capital Investment Corporation since 2017 (serves on the audit committee and governance & compensation committee) Prior Positions: Before founding Watershed Asset Management, Ms. Moore was a Partner and Portfolio Manager at Farallon Capital Management (a global institutional investment firm). Other Board Experience: Ms. Moore currently serves as a board member of Nextgen Climate America (NextGen Policy Center) (a California-based climate policy non-profit) (2014 to present) and as a director on the investment advisory board of Fiduciary Counselling Inc. Ms. Moore has served as a trustee of Right to Play International (2003 to 2018), Right to Play US (2004 to 2019), and Grace Cathedral (2011 to 2018). Ms. Moore also served on the boards of Morgans Hotel Group (2005 to 2007) and AMF Bowling Worldwide (2001 to 2003). Experience, Skills, and Expertise: Ms. Moore has over 25 years of investment and restructuring experience over a wide range of industries. She is the Founder, CEO and Chief Investment Officer of Watershed Asset Management, a San Francisco-based alternative asset manager. Watershed managed capital for institutional investors for 15 years. Ms. Moore has invested and participated in numerous restructurings in and out of Chapter 11, including PG&E Corporation’s restructuring in 2001. Ms. Moore is a long-time California resident.

Eric D. Mullins Age:56 Director Since:September 2016 Current Board Committees:Audit; Safety and Nuclear Oversight Current Position:Co-CEO of Lime Rock Resources, L.P. (private equity investment firm that acquires, operates, and improves oil and natural gas properties in the U.S.) since 2005 Other Current Public Company Boards:Anadarko Petroleum Company (independent oil and natural gas exploration and production company) since May 2012 (serves on audit committee (chair) and executive committee) Prior Positions: Prior to co-founding Lime Rock Resources, L.P. in 2005, Mr. Mullins worked in the investment banking division of Goldman Sachs & Co. for 15 years, most recently as managing director in the firm’s Energy and Power Group, where he led numerous financing, structuring, and strategic advisory transactions for public and private oil and gas exploration and production companies. Other Board Experience: Mr. Mullins currently serves as a member of the Baylor College of Medicine Board of Trustees. Experience, Skills, and Expertise: Mr. Mullins brings operational, business development, and mergers and acquisition experience in the energy sector, as well as director and audit committee experience from his other public company board service. He also brings strategic management, leadership, and corporate financial expertise developed as an executive in the investment banking industry working with both public and private companies in the natural resources and utilities sector.

Kristine M. Schmidt Age:55 Director Since:April 2019 Current Board Committees:Compliance and Public Policy (Chair); Executive; Nominating and Governance; Safety and Nuclear Oversight Most Recent Position:Former Chief Executive Officer of Peak Utility Services Group (utility services contractor) Prior Positions: Ms. Schmidt was the President, founder and owner of Swan Consulting Services (a consulting company that provides strategic, regulatory and advisory services to utilities and equipment and services related businesses in the electricity and natural gas utility industry) from 2015 to 2018. Before that, she was President of ITC Great Plains and Vice President at ITC Holdings (independent electric high voltage transmission owner and operator). Other Board Experience: Ms. Schmidt served as a member of the Western Energy Imbalance Market Governing Board (which has the primary governance responsibility and decisional authority for the interstate wholesale energy imbalance market in the western region). Ms. Schmidt also served on the board of Peak Utility Services Group in 2018. Experience, Skills, and Expertise: Ms. Schmidt has over 35 years of experience in the electricity industry, having worked for and consulted with some of the largest public utilities throughout the United States. Over the last 25 years, Ms. Schmidt’s experience was primarily in the regional wholesale market arena and high voltage transmission development and regulatory policies. The regional wholesale markets are critical across the United States to efficiently and cost-effectively integrate large scale renewables. Ms. Schmidt has served as a FERC Commissioner Advisor, addressing national policies and reforms resulting from the California Energy Crisis and FERC’s expanded authority from the Energy Policy Act, among other key policy issues. Ms. Schmidt was the Chair of the inaugural Western Energy Imbalance Market (WEIM) Governing Body, which promotes the integration of surplus renewables energy into the grid, and was a member of the board with governance responsibility over the wholesale energy imbalance market in the western region, including California. Ms. Schmidt was previously CEO of Peak Utility Services Group, a leading utility construction service provider. She was also a corporate officer with the nation’s largest independent high voltage transmission company, ITC Holdings Corporation, and the President of ITC Great Plains, which has the highest percentage of utility scale wind power in the nation. Ms. Schmidt has also held various senior management responsibilities for public utilities, including Xcel Energy, and served on the board of Peak Utility Services Group.

Alejandro D. Wolff Age:62 Director Since:April 2019 Current Board Committees:Compensation; Compliance and Public Policy Previous Position:Former Managing Director, Gryphon Partners (global advisory firm focused on emerging and frontier markets) Other Current Public Company Boards:Albemarle Corporation (public specialty chemicals company) since 2015 (serves on the Health, Safety and Environment committee and as chair of the executive compensation committee); Versum Materials (public specialty chemicals company) since 2016 (serves as the lead independent director and chair of the governance and nominating committee) Prior Positions: Mr. Wolff served in the U.S. State Department for 34 years, including serving as the U.S. Ambassador to the Republic of Chile from 2010 to 2013 and the U.S. Ambassador to the United Nations from 2005 to 2010. Other Board Experience: Mr. Wolff currently serves as a board member of JetSMART Holdings Limited (private airline operating in South America) (2017 to present). Mr. Wolff is also an advisory board member of the Counter Extremism Project. Experience, Skills, and Expertise: Alejandro D. Wolff brings decades of experience in high-level political, economic, and security issues from his 34-year career in the U.S. State Department. His has experience managing natural disaster, conflict, and terrorist-response situations, and a successful negotiating record of bridging differences among numerous constituencies with competing interests. As Ambassador to the Republic of Chile, Mr. Wolff promoted U.S.-origin renewable energy alternatives for Chile, including solar power. Mr. Wolff currently serves as a director of Albemarle Corporation (“Albemarle”), a global specialty chemicals company. As a member of Albemarle’s Health, Safety & Environment Committee, Mr. Wolff brings considerable knowledge of clean energy, sustainability, renewable energy and electricity storage. Mr. Wolff also serves as the Lead Independent Director and Chair of the Corporate Governance and Nominating Committee of Versum Materials, an electronic materials company with operations in California, and as a director of JetSMART Holdings, an airline in South America. Mr. Wolff was a long-term resident of California, graduated from the University of California, Los Angeles, and continues to have close ties to California.

Corporate Governance

PG&E Corporation’s and the Utility’s corporate governance practices provide a framework within which the Boards and management can pursue strategies that will drive long-term value for the companies and their respective shareholders. The foundation for these practices is the independent nature of each Board and its fiduciary responsibility to the company’s shareholders. These practices are reviewed against industry trends and input from the companies’ institutional investors and other shareholders.

CORPORATE GOVERNANCE GUIDELINES

Corporate governance practices are documented in Guidelines that are adopted by the Boards of PG&E Corporation and the Utility. The Guidelines are reviewed and updated from time to time as recommended by the Nominating and Governance Committee, and were last updated in April 2019. Other corporate governance practices also are set forth in the charters of the various committees of the Corporation and Utility Boards (see “Website Availability of Governance Documents” on page 105).

BOARD LEADERSHIP STRUCTURE

Chair of the Board – Duties; Executive Session Meetings

At both PG&E Corporation and the Utility, the Chair of the Board is a member of the Board. The Chair’s primary duty is to preside over meetings of the Board, including special meetings. The Chair also is responsible for setting meeting agendas and representing the Board in any meeting with major shareholders. Additionally, the Chair is consulted regarding Board nominees and the composition and chairmanship of Board committees.

At both companies, the independent directors meet at each regularly scheduled Board meeting in executive session. These executive session meetings generally are chaired by the independent Chair of the Board (or if the Chair is not independent, by the independent lead director). Nora Mead Brownell is PG&E Corporation’s independent non-executive Chair of the Board, and Jeffrey L. Bleich is the Utility’s independent non-executive Chair of the Board. Ms. Brownell chairs executive session meetings of the Corporation’s independent directors as well as concurrent executive session meetings of the Corporation’s and the Utility’s independent directors; Mr. Bleich chairs executive session meetings of the Utility’s independent directors only. The independent Chair establishes the agenda for each executive session meeting, and also determines which, if any, other individuals (including members of management) attend each meeting.

Chair of the Board and CEO Positions

Each company’s Board maintains a flexible policy regarding board leadership structure, including whether the offices of Chair and CEO (or President, if the office of CEO is not filled) should be separate and, if the roles are separate, whether the Chair should be elected from management or from among the non-management directors. The Board regularly assesses the appropriateness of the Board’s leadership structure, given the specific facts at the time of assessment.

PG&E Corporation

At PG&E Corporation, the positions of Chair and CEO have been separate since March 1, 2017. In April 2019, Nora Mead Brownell became PG&E Corporation’s independent non-executive Chair of the Board. Separating the roles of Chair and CEO allows the CEO (Bill Johnson) to continue to focus on the business of PG&E Corporation and its strategic priorities during this time of transition, while the Chair leads the Board of Directors. Among other things, Ms. Brownell’s extensive utility, regulatory, and leadership experience will allow her to support the CEO during this time of transition, while serving as an effective link between the Board and the CEO.

Pacific Gas and Electric Company

At the Utility, the positions of Chair and principal executive officer have been separated since January 2008. In April 2019, Jeffrey L. Bleich became the independent non-executive Chair of the Board. Nickolas Stavropoulos retired as President of the Utility on August 30, 2018. The office of President has not been filled since that time, and since April 12, 2019, the functions of the office of Utility President have been allocated among the following three individuals: Michael Lewis (Senior Vice President, Electric Operations), Jesus Soto, Jr. (Senior Vice President, Gas Operations), and Jim Welsch (Senior Vice President and Chief Nuclear Officer). Under this interim structure, all three individuals are principal executive officers of the Utility. Continuing to separate the Chair and principal executive officer roles preserves continuity during this period of transition at the Utility. In addition, the Utility is able to benefit from the complementary skill sets and business experiences of the independent non-executive Chair (Mr. Bleich) and the principal executive officers (Messrs. Lewis, Soto, and Welsch). As a subsidiary of PG&E Corporation, the Utility also benefits from the fact that Ms. Brownell is a member of the Utility Board, as well as from her perspective as PG&E Corporation Chair. Pursuant to the CPUC’s affiliate rules, no individual may serve as Chair of the Board, CEO, or President, or in a functionally equivalent position, of both PG&E Corporation and the Utility.

Independent Lead Director

At each company, if the Chair is not independent, then the independent directors must elect an independent lead director from among the independent chairs of the standing PG&E Corporation and Utility Board committees. Currently, each company has an independent Chair, and neither company has an independent lead director.

For more information on the criteria and specific duties of a lead director, please see each company’s Corporate Governance Guidelines (see “Website Availability of Governance Documents” on page 105).

BOARD AND DIRECTOR GENERAL INDEPENDENCE AND QUALIFICATIONS

On both PG&E Corporation’s Board, andall of the Utility’s Board, at least 75 percent of thecurrent non-employee directors are independent as requireddefined by each company’s Guidelines.the NYSE. The definitions of “independence” are identical for each company, are set forthindependence found in each company’sthe Corporation and Utility’s Corporate Governance Guidelines and reflect the applicable NYSE definitions. Each company’s Guidelinesdefinitions and are available on the company’s website (see “Website Availability of Governance Documents” on page 105).website.

A majorityOn the Utility's Board, all of PG&E Corporation’sthe current non-employee directors also are independent as defined by the NYSE. The Utility Board is exempt from NYSE American rules requiring that at least a majority of the directors meet thethat stock exchange’s definition of “independent director” because PG&E Corporation holds approximately 96 percent of the voting power of the Utility and the Utility is a “controlled” subsidiary.

The Boards of the Corporation and the Utility have determined that each of the following director nominees is independent according to the applicable company’s Guidelines: Richard R. Barrera, Jeffrey L. Bleich, Nora Mead Brownell, Frederick W. Buckman, Cheryl F. Campbell, Fred J. Fowler, Michael J. Leffell, Kenneth Liang, Dominique Mielle, Meridee A. Moore, Eric D. Mullins, Kristine M. Schmidt, and Alejandro D. Wolff. PG&E Corporation and the Utility also have determined that from January 1, 20182020 to the date of this Proxy Statement, each of the following past directors was independent while serving on the Boards, according to the applicable company’s Corporate Governance Guidelines: Lewis Chew, Jeh C.Richard R. Barrera, Jeffrey L. Bleich, Nora Mead Brownell, Fred J. Fowler, William D. Johnson, Richard C. Kelly, Roger H. Kimmel, RichardMichael J. Leffell, Dominique Mielle, Meridee A. Meserve, Forrest E. Miller, Benito Minicucci, Rosendo G. Parra, Barbara L. Rambo,Moore, Eric D. Mullins, Kristine M. Schmidt, and Anne Shen Smith. (Jeh C. Johnson, who resigned as a director ofAlejandro D. Wolff.

We found no transactions or relationships that would compromise any non-employee director’s general independence during 2020. We considered that (1) during 2020 the Utility on December 7, 2017, served on the Board of the Corporation as of January 1, 2018 but did not stand for reelection at the Corporation’s 2018 annual meeting of shareholders and served through the last day of his term, May 22, 2018. Roger H. Kimmel served on the Boards of the Corporation and the Utility but resigned from both Boards on January 14, 2019. The remaining past directors left the Boards in April 2019.)

In assessing each director’s and director nominee’s independence, the companies considered transactions between PG&E Corporation or the Utility and their respective directors and director nominees, their immediate family members, and certain entities with which the directors, director nominees, or their immediate family members were affiliated. These transactions primarily involved (a) the Utility’s provision of utility services at rates or charges fixed in conformity with law or governmental authority and (b)paid membership fees paid(less than $10,000) to a non-profit entity affiliated withon which one of the companies’ non-employee directors (in amounts belowserved as interim executive officer at the $10,000 threshold for Audit Committee review pursuant tobeginning of 2020; and (2) that one former non-employee director had a family member who is a non-partner executive at the companies’ Related Party Transaction Policy), which the Boards determined were not material andindependent auditor, but who did not affect the director’sprovide audit or director nominee’s independence.attest services.

There are no family relationships between any director of the Corporation or the Utility, executive officer of the Corporation or the Utility, or person nominated or chosen to become a director or executive officer of the Corporation or the Utility.

COMMITMENT TO OUR BOARD COMMITTEE DUTIES

The BoardsDuring 2020, there were 38 meetings of the PG&E Corporation Board. Each of the current Corporation directors attended 95 percent or more of the aggregate of all meetings of the Corporation Board and of the Corporation Board committees held during the time in which that director served during 2020.

During 2020, there were 38 meetings of the Utility have numerous permanent standing committees, which support each Board’s basic responsibilities.Board. Each Board also may establish temporaryad hoccommittees, subcommittees, or other informal governing bodies from time to time.

Each Board’s permanent standing committees are described below. For each of these committees, the applicable company’s Board has adopted a formal charter that sets forth the committee’s duties and responsibilities; current copies of the charters are available oncurrent Utility directors attended 95 percent or more of the companies’ websites (see “Website Availabilityaggregate of Governance Documents” on page 105).

Where a committee exists at PG&E Corporation only, that committee’s responsibilities include assisting and advisingall meetings of the Utility Board on matters withinand of the committee’s scope of responsibility.Utility Board committees held during the time in which that director served during 2020.

COMMITTEE MEMBERSHIP, INDEPENDENCE, AND QUALIFICATIONSUnder each company’s Guidelines, directors are expected to attend annual meetings of that company’s shareholders. There was no annual meeting held in 2020 for either company, due to the companies’ Chapter 11 proceedings.

The current membership of PG&E Corporation’s and the Utility’s standing Board committees as of the date of this Proxy Statement is shown in the table below.

	Executive Committees	Audit Committees	Compensation Committee	Compliance and Public Policy Committee	Finance Committee	Nominating and Governance Committee	Safety and Nuclear Oversight Committees
Independent Directors:
Richard R. Barrera	X	X
Jeffrey L. Bleich(1)	X			X			X
Nora Mead Brownell(2)	X						X
Frederick W. Buckman		X					X
Cheryl F. Campbell	X			X	X
Fred J. Fowler					X		X
Michael J. Leffell	X			X
Kenneth Liang			X		X
Dominique Mielle(3)	X
Meridee A. Moore	X				X	X
Eric D. Mullins(3)		X					X
Kristine M. Schmidt	X					X	X
Alejandro D. Wolff			X	X
Employee Directors:
William D. Johnson(4)	X
Number of Meetings in 2018 (PG&E Corporation/Utility where applicable)	0/0	8/8	3	6	6	3	6/6

 Committee Chair

	(1)	Chair of the Utility Executive Committee only. Independent non-executive Chair of the Utility Board.
	(2)	Chair of the Corporation Executive Committee only. Independent non-executive Chair of the PG&E Corporation Board.
	(3)	Independent audit committee financial expert, as defined by the SEC and applicable stock exchanges, and as determined by the Boards. Background information on each audit committee financial expert can be found in the director biographies beginning on page 21.
	(4)	Member of Utility Board and Executive Committee only.

Committee Membership Requirements

Each of the permanent standing committees (other than the Executive Committees) is composed entirely of independent directors, as defined in the applicable company’s Guidelines and the committee’s charter. In addition, the Audit Committees, the Compensation Committee, and the Nominating and Governance Committee are composed entirely of independent directors, as required and defined by the NYSE. Because the Utility is a “controlled” subsidiary of PG&E Corporation for purposes of the NYSE American standards, the Utility is not subject to NYSE American rules that otherwise would require that the Utility’s Board committees responsible for executive compensation and governance be comprised of “independent” directors, as defined by NYSE American, and would impose requirements on the Utility’s director nomination and compensation-setting processes.

Each member of the Audit Committees and each member of the Compensation Committee also satisfies heightened independence standards established by SEC rules and applicable stock exchange requirements regarding independence of audit committee members and compensation committee members. Each member of the Audit Committees also is financially literate. Each “audit committee financial expert” is identified in the above table, and has accounting and related financial management expertise.

2019 Joint Proxy Statement

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Compensation Committee Interlocks and Insider Participation

During fiscal year 2018, the members of the Compensation Committee were Forrest E. Miller (Chair), Richard C. Kelly, Rosendo G. Parra and Barbara L. Rambo. There were no impermissible interlocks or inside directors on the Compensation Committee.