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PCG PG&E

Filed: 16 Feb 21, 4:32pm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

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

 
Date of Report: February 9, 2021
(Date of earliest event reported)
 

 
Commission File Number 
Exact Name of Registrant
as specified in its charter
 State or Other Jurisdiction of Incorporation or Organization IRS Employer Identification Number
001-12609
 PG&E CORPORATION
 California
 94-3234914
001-02348
 PACIFIC GAS AND ELECTRIC COMPANY
 California
 94-0742640
 
graphic
 
graphic
77 BEALE STREET
 77 BEALE STREET
P.O. BOX 770000
 P.O. BOX 770000
SAN FRANCISCO, California 94177 SAN FRANCISCO, California 94177
(Address of principal executive offices) (Zip Code) (Address of principal executive offices) (Zip Code)
(415) 973-1000 (415) 973-7000
(Registrants telephone number, including area code)
 
(Registrants telephone number, including area code)
   
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading Symbol(s)
Name of each exchange
on which registered
Common stock, no par value
PCG
The New York Stock Exchange
Equity Units
PCGU
The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable
PCG-PE
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable
PCG-PD
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable
PCG-PG
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable
PCG-PH
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable
PCG-PI
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable
PCG-PA
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable
PCG-PB
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable
PCG-PC
NYSE American LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth companyPG&E Corporation
Emerging growth companyPacific Gas and Electric Company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
PG&E Corporation
Pacific Gas and Electric Company
 




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

On February 9, 2021, the Compensation Committee of the PG&E Corporation Board of Directors (the “Compensation Committee”) approved a Short-Term Incentive Plan for 2021 performance (the “2021 STIP”), under which officers and employees of PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) are provided incentive-based cash compensation based on metrics that are designed to align their interests with those of PG&E Corporation and the Utility’s focus on near and long-term customer welfare (including safety and operational) and financial stability.

A summary of the 2021 STIP is included below.

Eligibility
Officers and employees of PG&E Corporation and the Utility are eligible to participate
    
Performance Period January 1, 2021 through December 31, 2021
      
Payment Timing One payment associated with the performance period, paid in early 2022
      
Performance Measure Categories and Weightings 
Performance measures are designed to fall within two categories: 75% customer welfare, including safety, 25% financial stability
 
The specific sub-measures and relative weightings are divided into four groupings, focused on support organizations, electric operations, gas operations, or generation.  Executive officers typically receive a final score based on those for support organizations.  However, executive officers whose span of control is primarily within one of the three operating areas (electric operations, gas operations, or generation) will receive a final score based on the lower of the scores for support organizations and the applicable operating area
 
A description of the measure categories, sub-measures, and relative weightings within each of the four groupings is provided below
      
Payout Ranges Threshold performance - 50%; Target performance 100%; Maximum performance - 200%
    
Discretion The Compensation Committee retains complete and sole discretion to adjust the final performance formula or score, including to zero, on any and all incentive plan performance measures for any reason.  As part of exercising this discretion, the Compensation Committee will take into consideration, without limitation, public, employee, and contractor safety
    
Clawback All STIP payouts to executive officers are subject to clawback under PG&E Corporation and the Utility’s Executive Incentive Compensation Recoupment Policy




A description of specific performance measures and respective weightings for the four different groupings is provided below.

 
Measure Category
 
 Sub- MeasuresSupport OrganizationsElectric OperationsGas OperationsGeneration 
 
Customer Welfare –
prioritizing public and
employee safety
(75%)
 Electric Operations20%40%-- 
      Reportable Fire Ignitions15%30%-- 
      Wire-Down Events Due to Equipment Failure5%10%-- 
 Gas Operations10%-45%- 
      Large Overpressure Events Rate5%-23%- 
      Total Dig-Ins Reduction5%-22%- 
 Generation10%--50% 
      Safe Dam Operating Capacity5%--25% 
      DCPP Reliability and Safety Indicator5%--25% 
 Workforce Safety20%20%20%20% 
      Days Away, Restricted & Transferred Rate5%5%5%5% 
      Serious Injuries Actual5%5%5%5% 
 
     Percent of Serious Injuries and Fatalities (“SIF”) Investigations
     Completed in 30 days
5%5%5%5% 
      Percent of SIF Corrective Action Completed Timely5%5%5%5% 
 Operational Performance and Reliability15%15%10%5% 
      Gas Customer Emergency Response3.34%-5%- 
      911 Emergency Response3.33%5%-- 
      Customers Experiencing Multiple Interruptions  - Unplanned3.33%5%-- 
      Average Speed of Answer for Emergencies5%5%5%5% 
Financial Stability
(25%)
 Non-GAAP Core Earnings Per Share25%25%25%25% 
 




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

 PG&E CORPORATION 
    
    
Date: February 16, 2021By:/s/ JOHN R. SIMON 
  Name:
John R. Simon
 
  Title:
Executive Vice President, General Counsel and Chief Ethics & Compliance Officer
 
    


 PACIFIC GAS AND ELECTRIC COMPANY 
    
Date: February 16, 2021By:/s/ BRIAN M. WONG 
  Name:
Brian M. Wong
 
  Title:
Vice President, General Counsel and Corporate Secretary