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


     
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 class
Trading 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 company
PG&E Corporation

Emerging growth company
Pacific 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):

 
For
Against
Abstain
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):

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