Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Principal Shareholders

The following table presents certain information regarding shareholders that PG&E Corporation and the Utility believe, based on public filings, are beneficial owners of more than 5 percent of any class of voting securities of the Corporation or the Utility as of March 25, 2020 (except as noted below).

Class of StockName and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Class
Pacific Gas and Electric Company stock(1)PG&E Corporation(2) 77 Beale Street P.O. Box 770000 San Francisco, CA 94177264,374,80996.24%
PG&E Corporation common stockThe Vanguard Group Inc.(3) 100 Vanguard Blvd. Malvern, PA 1935538,883,390(3)7.26%
PG&E Corporation common stockKnighthead Capital Management, LLC(4) 1140 Avenue of the Americas, 12th Floor New York, NY 1003614,883,521(4)2.81%
PG&E Corporation common stockAbrams Capital Management, L.P.(4) 222 Berkeley Street, 21st Floor Boston, MA 0211625,000,000(4)4.7%
PG&E Corporation common stockGallagher Fiduciary Advisors, LLC(5) 250 Park Avenue, 5th Floor New York, NY 1017729,590,523(5)5.6%
Pacific Gas and Electric Company First Preferred Stock, Cumulative, par value $25 per shareStonehill Capital Partners LLC 885 Third Avenue 30th Floor New York, NY 10022901,506(6)8.7%
(1)The Utility’s common stock and preferred stock vote together as a single class. Each share is entitled to one vote.
(2)As of March 25, 2020, the Corporation held 100% of the issued and outstanding shares of Utility common stock, and no Utility preferred shares.
(3)The information relates to beneficial ownership as of December 31, 2019, as reported in an amended Schedule 13G filed with the SEC on February 12, 2020 by The Vanguard Group, Inc. (“Vanguard”). For these purposes, Vanguard has sole voting power with respect to 243,460 shares of PG&E Corporation common stock, shared voting power with respect to 126,711 shares, sole dispositive power with respect to 38,227,556 shares, and shared dispositive power with respect to 236,246 shares of PG&E Corporation common stock held by Vanguard.
(4)The information relates to beneficial ownership as of December 31, 2019, as reported in amended Schedule 13Ds filed with the SEC on January 23, 2020 by Knighthead Capital Management, LLC (“Knighthead”) and Abrams Capital Management, L.P. (“Abrams”). According to the Schedule 13Ds filed with the SEC on August 7, 2019 by Knighthead and Abrams, each of Knighthead and Abrams may be deemed to be a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 comprised of Knighthead and Abrams. For these purposes, Knighthead has shared voting power with respect to 14,883,521 shares and shared dispositive power with respect to 14,883,521 shares of PG&E Corporation common stock held by Knighthead, while Abrams has sole voting power with respect to 14,000 shares, shared voting power with respect to 25,000,000 shares, sole dispositive power with respect to 14,000 shares and shared dispositive power with respect to 25,000,000 shares of PG&E Corporation common stock held by Abrams. On March 30, 2020, each of Knighthead and Abrams filed amended Schedule 13Ds noting that they had terminated their status as a “group” with respect to the common stock of PG&E Corporation for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
(5)The information relates to beneficial ownership as of December 31, 2019, as reported in an amended Schedule 13G filed with the SEC on February 14, 2020 by Gallagher Fiduciary Advisors, LLC (“Gallagher”), which serves as independent fiduciary and investment manager for PG&E Corporation Retirement Savings Plan (the “Retirement Plan”) and PG&E Corporation Retirement Savings Plan for Union-Represented Employees (the “Union Retirement Plan”). For these purposes, the Retirement Plan has shared dispositive power with respect to 10,242,537 shares of PG&E Corporation common stock held by the Retirement Plan, the Union Retirement Plan has shared dispositive power with respect to 19,347,986 shares of PG&E Corporation common stock held by the Union Retirement Plan and Gallagher has shared dispositive power with respect to 29,590,523 shares of PG&E Corporation common stock held by Gallagher.
(6)The information relates to beneficial ownership as of December 31, 2019, as reported in an amended Schedule 13G filed with the SEC on March 19, 2020 by Stonehill Capital Management LLC (“Stonehill”). For these purposes, Stonehill has shared voting power with respect to 901,506 shares and shared dispositive power with respect to 901,506 shares of Utility First Preferred Stock, Cumulative, par value $25 per share held by Stonehill.

Security Ownership of Management

The following table sets forth the number of shares of PG&E Corporation common stock beneficially owned (as defined in the rules of the SEC) as of March 10, 2020 by the directors, the NEOs, and all directors and executive officers of PG&E Corporation and the Utility as a group. As of March 10, 2020, no listed individual owned shares of any class of Utility securities. The table also sets forth common stock equivalents credited to the accounts of directors and executive officers under the Corporation’s deferred compensation and equity plans. Directors and Section 16 Officers of the Corporation and the Utility may not engage in any hedging or monetization transactions that limit or eliminate the officer’s ability to profit from an increase in the value of company stock, and generally are prohibited from pledging company stock as collateral for a loan.

NameBeneficial Stock Ownership(1)Percent of Class(2)Common Stock Equivalents(3)Total
Richard R. Barrera(4)0*8,0698,069
Jeffrey L. Bleich(4)0*00
Nora Mead Brownell(4)0*00
Cheryl F. Campbell(4)0*00
Fred J. Fowler(4)17,251*017,251
William D. Johnson(4)1,033,545*01,033,545
Michael J. Leffell(4)(7)80,360*8,06988,429
Dominique Mielle(4)0*00
Meridee A. Moore(4)(8)140,000*0140,000
Eric D. Mullins(4)5,307*15,13820,445
Kristine M. Schmidt(4)0*00
William L. Smith(4)0*00
Andrew. M. Vesey(4)25,202*025,202
Alejandro D. Wolff(4)0*00
John M. Woolard(4)0*00
Jason P. Wells(5)85,091*085,091
David S. Thomason(5)12,357*012,357
John R. Simon(5)83,250*32183,571
Janet C. Loduca(5)21,428*021,428
James M. Welsch(5)16,758*016,758
Michael A. Lewis(5)2,223*02,223
Geisha J. Williams(5)(6)365,577*8,565374,142
Jesus Soto Jr.(5)(6)45,526*046,526
Melvin Christopher(5)(6)11,255*13611,391
Patrick M. Hogan(5)(6)35,524*035,524
Steven E. Malnight(5)(6)15,059*015,059
All PG&E Corporation directors and executive officers as a group (18 persons)1,491,434*31,5971,523,031
All Utility directors and executive officers as a group (18 persons)320,886*31,276352,162
*Less than 1 percent
(1)This column includes any shares held in the name of the spouse, minor children, or other relatives sharing the home of the listed individuals and, in the case of current and former executive officers, includes shares of PG&E Corporation common stock held in the defined contribution retirement plan maintained by PG&E Corporation. Except as otherwise indicated below, the listed individuals have sole voting and investment power over the shares shown in this column. Voting power includes the power to direct the voting of the shares held, and investment power includes the power to direct the disposition of the shares held.
This column also includes the following shares of PG&E Corporation common stock in which the listed individuals share voting and investment power: Mr. Wells 38,326 shares and Ms. Williams 115,996 shares, all PG&E Corporation directors and executive officers as a group 38,326 shares, and all Utility directors and executive officers as a group 0 shares. No reported shares are pledged.
(2)The percent of class calculation is based on the number of shares of PG&E Corporation common stock outstanding as of March 10, 2020, which was 529,785,896 shares outstanding.
(3)This column reflects the number of stock units that were purchased by listed individuals through salary and other compensation deferrals or that were awarded under equity compensation plans. The value of each stock unit is equal to the value of a share of PG&E Corporation common stock and fluctuates daily based on the market price of PG&E Corporation common stock. The listed individuals who own these stock units share the same market risk as PG&E Corporation shareholders, although they do not have voting rights with respect to these stock units.
(4)Messrs. Barrera, Bleich, Fowler, Johnson, Leffell, Mullins, Smith, Wolff, and Woolard and Mses. Brownell, Campbell, Mielle, Moore, and Schmidt are directors of both PG&E Corporation and the Utility. Mr. Vesey is a director of the Utility.
(5)Messrs. Johnson, Vesey, Wells, Simon, Welsch, and Soto and Mses. Loduca and Williams are included in the Summary Compensation Table as NEOs of both PG&E Corporation and the Utility. Messrs. Thomason, Lewis, Malnight, Christopher, and Hogan are included in the Summary Compensation Table as NEOs of the Utility only.
(6)Ms. Williams and Messrs. Soto, Christopher, Hogan, and Malnight were NEOs during 2019 but are no longer with PG&E Corporation or the Utility.
(7)Mr. Leffell beneficially owns (i) 1375 shares of PG&E Corporation common stock directly in his name or in his self-directed individual retirement account, (ii) 73,880 shares of PG&E Corporation common stock through his interest in Portage Capital, LLC, a family investment partnership, (iii) 4150 shares of PG&E Corporation common stock held by an entity owned by members of Mr. Leffell’s immediate family and (iv) 995 shares of PG&E Corporation common stock held in accounts owned by members of Mr. Leffell’s immediate family. Mr. Leffell has sole voting and investment power over all such shares.
(8)Ms. Moore beneficially owns 140,000 shares of PG&E Corporation common stock through her interest in Watershed Asset Management, LLC, an asset management firm. Ms. Moore has sole voting and investment power over all such shares.

Equity Compensation Plan Information

The following table provides information as of December 31, 2019 concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.

(a)(b)(c)
Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by shareholders6,607,418(1)$41.25(2)15,150,532(3)
Equity compensation plans not approved by shareholders---
Total equity compensation plans6,607,418(1)$41.25(2)15,150,532(3)
(1)Includes 9,699 phantom stock units, 2,041,071 restricted stock units and 3,030,422 performance shares. The weighted average exercise price reported in column (b) does not take these awards into account. For performance shares, amounts reflected in this table assume payout in shares at 200% of target or, for performance shares granted in 2016, reflects the actual payout percentage of 0% for performance shares using a total shareholder return metric and 100% for performance shares using safety and affordability metrics. The actual number of shares issued can range from 0% to 200% of target depending on achievement of performance objectives. Also, restricted stock units and performance shares are generally settled in net shares. Upon vesting, shares with a value equal to required tax withholding will be withheld and, in lieu of issuing the shares, taxes will be paid on behalf of employees. Shares not issued due to share withholding or performance achievement below maximum will be available again for issuance.
(2)This is the weighted average exercise price for the 1,526,227 options outstanding as of December 31, 2019.
(3)Represents the total number of shares available for issuance under all PG&E Corporation’s equity compensation plans as of December 31, 2019. Stock-based awards granted under these plans include restricted stock units, performance shares and phantom stock units. The 2014 LTIP, which became effective on May 12, 2014, authorizes up to 17 million shares to be issued pursuant to awards granted under the 2014 LTIP. In addition, 5.5 million shares related to awards outstanding under the 2006 LTIP at December 31, 2013 or awards granted under the 2006 LTIP from January 1, 2014 through May 11, 2014 were cancelled, forfeited or expired and became available for issuance under the 2014 LTIP.

For more information, see Note 5 of the Notes to the Consolidated Financial Statements in Item 8 of the Original Filing.

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