PG&E 8-K 2024-05-16

Filed 2024-05-20. 1 sections, 10K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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 16, 2024

(Date of earliest event reported)

Commission File NumberExact Name of Registrant as specified in its charterState or Other Jurisdiction of Incorporation or OrganizationIRS Employer Identification Number
001-12609PG&E CorporationCalifornia94-3234914
001-02348Pacific Gas and Electric CompanyCalifornia94-0742640
graphicgraphic
300 Lakeside Drive300 Lakeside Drive
Oakland, California 94612Oakland, California 94612
(Address of principal executive offices) (Zip Code)(Address of principal executive offices) (Zip Code)
(415) 973-1000(415) 973-7000
(Registrant’s telephone number, including area code)(Registrant’s 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 valuePCGThe New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 6% nonredeemablePCG-PANYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemablePCG-PBNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemablePCG-PCNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemablePCG-PDNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemablePCG-PENYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemablePCG-PGNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemablePCG-PHNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% redeemablePCG-PINYSE 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 5.07 Submission of Matters to a Vote of Security Holders

On May 16, 2024, PG&E Corporation and Pacific Gas and Electric Company (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 Proposal 1 in the proxy statement):
ForAgainstAbstainBroker Non-Vote(1)
Rajat Bahri1,862,779,4524,317,640667,02763,122,830
Cheryl F. Campbell1,831,178,28735,941,036644,79663,122,830
Edward G. Cannizzaro1,849,337,23117,733,097693,79163,122,830
Kerry W. Cooper1,846,314,41320,778,285671,42163,122,830
Jessica L. Denecour1,727,496,048139,641,086626,98563,122,830
Mark E. Ferguson III1,765,174,242101,929,143660,73463,122,830
Robert C. Flexon1,839,991,43427,064,005708,68063,122,830
W. Craig Fugate1,808,928,94456,940,3771,894,79863,122,830
Arno L. Harris1,808,858,77057,061,3241,844,02563,122,830
Carlos M. Hernandez1,862,383,6524,687,446693,02163,122,830
Michael R. Niggli1,834,530,47632,525,620708,02363,122,830
Patricia K. Poppe1,863,252,6133,938,592572,91463,122,830
William L. Smith1,863,439,5223,660,709663,88863,122,830
Benjamin F. Wilson1,807,986,22557,882,7861,895,10863,122,830
(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.

  1. Non-binding advisory vote to approve the company’s executive compensation (included as Proposal 2 in the proxy statement):
For:1,791,370,765
Against:75,485,331
Abstain:908,023
Broker Non-Vote(1)63,122,830
(1)See footnote 1 above.

This proposal was approved.

  1. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2024 (included as Proposal 3 in the proxy statement):
For:1,865,264,006
Against:65,003,279
Abstain:619,664

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 Proposal 1 in the proxy statement):
ForAgainstAbstainBroker Non-Vote(1)
Rajat Bahri268,044,42378,154136,9023,784,774
Cheryl F. Campbell268,056,79968,473134,2073,784,774
Edward G. Cannizzaro268,057,32266,350135,8073,784,774
Kerry W. Cooper268,052,56766,864140,0483,784,774
Jessica L. Denecour268,052,56472,872134,0433,784,774
Mark E. Ferguson III268,054,32467,764137,3913,784,774
Robert C. Flexon268,037,90585,320136,2543,784,774
W. Craig Fugate268,058,83164,682135,9663,784,774
Arno L. Harris268,054,28370,354134,8423,784,774
Carlos M. Hernandez268,066,08459,604133,7913,784,774
Michael R. Niggli268,054,95569,396135,1283,784,774
Patricia K. Poppe268,048,44773,070137,9623,784,774
Sumeet Singh268,036,90788,784133,7883,784,774
William L. Smith268,058,06966,919134,4913,784,774
Benjamin F. Wilson268,051,36973,667134,4433,784,774
(1)See footnote 1 above.

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

  1. Non-binding advisory vote to approve the company’s executive compensation (included as Proposal 2 in the proxy statement):
For:267,917,616
Against:180,991
Abstain:160,872
Broker Non-Vote(1)3,784,774
(1)See footnote 1 above.

This proposal was approved.

  1. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2024 (included as Proposal 3 in the proxy statement):
For:271,365,749
Against:144,304
Abstain:534,200

This proposal was approved.

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 20, 2024By:/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 20, 2024By:/s/ Brian M. Wong
Name: Brian M. Wong
Title: Vice President, General Counsel and Corporate Secretary