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PCG Pacific Gas & Electric

Filed: 24 May 21, 9:03am

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: May 20, 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.

Shareholder Approval of PG&E Corporation 2021 Long-Term Incentive Plan (“2021 LTIP”)

As reported below in Item 5.07, on May 20, 2021, the shareholders of PG&E Corporation approved the PG&E Corporation 2021 Long-Term Incentive Plan (the “2021 LTIP”). Approval of the 2021 LTIP was included as Item 4 in PG&E Corporation’s definitive proxy statement on Schedule 14A for the 2021 joint annual meeting of shareholders of PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the “Utility”), filed with the Securities and Exchange Commission on April 8, 2021 (the “proxy statement”).

The 2021 LTIP provides for the issuance of up to 44 million shares of PG&E Corporation’s common stock to employees of PG&E Corporation, its subsidiaries and affiliates, plus additional shares authorized but not covered by an award under the  PG&E Corporation 2014 Long-Term Incentive Plan as of the effective date of the 2021 LTIP or that otherwise become available for reuse under the 2021 LTIP, as more fully described in the 2021 LTIP. Awards under the 2021 LTIP can be granted in the form of options, stock appreciation rights, restricted stock awards, performance shares, performance units, restricted stock units, deferred compensation awards and other stock-based awards. The 2021 LTIP will be administered by the Compensation Committee of the PG&E Corporation Board of Directors.

The terms of the 2021 LTIP are described in more detail in Item 4 of the proxy statement, which description is incorporated herein by reference. The descriptions of the 2021 LTIP contained herein and incorporated by reference from the proxy statement are qualified in their entirety by reference to the full text of the 2021 LTIP, which is attached as Appendix A to the proxy statement and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 20, 2021, PG&E Corporation and the Utility held their joint annual meeting of shareholders.

PG&E Corporation:

At the joint annual meeting, the shareholders of PG&E Corporation voted as indicated below on the following matters:

1.          Election of the following individuals to serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement):

 ForAgainstAbstain
Broker Non-
Vote(1)
Cheryl F. Campbell 1,643,372,734
 20,084,309 2,564,302 93,994,141
Kerry W. Cooper 1,660,968,959
 2,488,144 2,564,242 93,994,141
Arno L. Harris 1,660,797,544
 2,618,890 2,604,911 93,994,141
Michael R. Niggli 1,660,970,734
 2,468,768 2,581,843 93,994,141
Oluwadara J. Treseder 1,657,276,076
 6,157,721 2,587,548 93,994,141
Benjamin F. Wilson 1,660,912,917
 2,538,760 2,569,668 93,994,141


(1)
A broker non-vote occurs when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.

Each director nominee named above was elected a director of PG&E Corporation.

2.          Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2021 (included as Item 2 in the proxy statement):

For:   1,720,285,311 
Against:   37,296,726 
Abstain:   2,433,449 

This proposal was approved.



3.          Non-binding advisory vote to approve the company’s executive compensation (included as Item 3 in the proxy statement):

For:   1,554,059,276 
Against:   108,958,087 
Abstain:   3,003,982 
Broker Non-Vote(1)
   93,994,141 


 

  
(1)See footnote 1 above.

This proposal was approved.

4.          Approval of the PG&E Corporation 2021 Long-Term Incentive Plan (included as Item 4 in the proxy statement):

For:   1,639,664,395 
Against:   23,525,992 
Abstain:   2,830,958 
Broker Non-Vote(1)
   93,994,141 


 

  
(1)See footnote 1 above.

This proposal was approved.

Pacific Gas and Electric Company:

At the joint annual meeting, the shareholders of the Utility voted as indicated below on the following matters:

1.          Election of the following individuals to serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement):

 ForAgainstAbstain
Broker Non-
Vote(1)
Cheryl F. Campbell 268,262,486 414,225
 70,509 3,038,873
Kerry W. Cooper 268,259,208 419,235 68,777
 3,038,873
Arno L. Harris 268,254,420 420,595 72,205
 3,038,873
Michael R. Niggli 268,257,612 418,802 70,806 3,038,873
Oluwadara J. Treseder 268,246,052 428,065
 73,103 3,038,873
Benjamin F. Wilson 268,248,820 427,033 71,367
 3,038,873
Adam L. Wright 268,254,970 423,118 69,132 3,038,873


(1)
See footnote 1 above.

Each director nominee named above was elected a director of the Utility.

2.          Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2021 (included as Item 2 in the proxy statement):

For:   271,244,814 
Against:   433,582 
Abstain:   107,697 

This proposal was approved.

3.          Non-binding advisory vote to approve the company’s executive compensation (included as Item 3 in the proxy statement):

For:   268,113,174 
Against:   540,419 
Abstain:   93,627 
Broker Non-Vote(1)
   3,038,873 


 

  
(1)See footnote 1 above.

This proposal was approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
 
 Description
 
 
 
10.1
 
PG&E Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit A to PG&E Corporation’s definitive proxy statement on Schedule 14A filed on April 8, 2021)
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document




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: May 24, 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: May 24, 2021By:/s/ BRIAN M. WONG 
  Name:
Brian M. Wong 
  Title:
Vice President, General Counsel and Corporate Secretary