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PCG Pacific Gas & Electric

Filed: 30 Oct 20, 1:12pm

 
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: October 28, 2020
(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
 
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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-PG
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.

As previously reported, on July 1, 2020, the board of directors of PG&E Corporation appointed eleven new directors and the board of directors of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, appointed eight new directors.   Also as previously reported, Jessica L. Denecour, Robert C. Flexon and Michael R. Niggli, who serve on the boards of directors of other entities that are utilities or that potentially do business with the Utility, filed with the Federal Energy Regulatory Commission (“FERC”) a request for waivers to allow them to sit on the board of directors of the Utility, in accordance with section 305 of the Federal Power Act, which, among other things, prohibits persons from concurrently holding positions as director of two or more public utilities or from concurrently holding the positions of director of a public utility and a company supplying electrical equipment to such public utility, unless authorized by FERC.

On October 2, 2020, FERC issued orders relating to the waiver applications, authorizing Ms. Denecour, Mr. Flexon, and Mr. Niggli to serve on the board of directors of the Utility.  On October 28, 2020, the board of directors of the Utility appointed Ms. Denecour, Mr. Flexon, and Mr. Niggli as directors, and also appointed Mr. Flexon to the Audit Committee and Mr. Niggli to the Safety and Nuclear Oversight Committee of the Utility.

As a result of these appointments, with the exception of the Utility Interim President, who is a member of the board of directors of the Utility only, the boards of directors of PG&E Corporation and of the Utility are identical, as required by the Plan of Reorganization of PG&E Corporation and the Utility that became effective on July 1, 2020, and are composed of fourteen and fifteen members, respectively.  In addition, all non-employee members of each of the board of directors of PG&E Corporation and the Utility are independent, as such term is defined in the New York Stock Exchange Listing Standards.  In addition to Ms. Denecour, Mr. Flexon, and Mr. Niggli, the independent members of the board of directors of PG&E Corporation and the Utility are Rajat Bahri, Cheryl F. Campbell, Kerry W. Cooper, Mark E. Ferguson III, William Craig Fugate, Arno L. Harris, Dean L. Seavers, Oluwadara J. Treseder, Benjamin F. Wilson, and John M. Woolard.  As a result, with the exception of each company’s Executive Committee, all standing committees of the boards of directors of PG&E Corporation and the Utility are comprised solely of independent directors.





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: October 30, 2020By:/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: October 30, 2020By:/s/ BRIAN M. WONG
 
  Name:Brian M. Wong 
  Title:Vice President, Deputy General Counsel and Corporate Secretary