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 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 |
 | |  |
| 300 Lakeside Drive | | 300 Lakeside Drive |
| Oakland, California 94612 | | Oakland, 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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, no par value | PCG | The New York Stock Exchange |
| 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 |
| 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, 5% series A redeemable | PCG-PE | 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% redeemable | PCG-PI | 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 5.07 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):
| | For | Against | Abstain | Broker
Non-Vote(1) |
| Rajat Bahri | 1,862,779,452 | 4,317,640 | 667,027 | 63,122,830 |
| Cheryl F. Campbell | 1,831,178,287 | 35,941,036 | 644,796 | 63,122,830 |
| Edward G. Cannizzaro | 1,849,337,231 | 17,733,097 | 693,791 | 63,122,830 |
| Kerry W. Cooper | 1,846,314,413 | 20,778,285 | 671,421 | 63,122,830 |
| Jessica L. Denecour | 1,727,496,048 | 139,641,086 | 626,985 | 63,122,830 |
| Mark E. Ferguson III | 1,765,174,242 | 101,929,143 | 660,734 | 63,122,830 |
| Robert C. Flexon | 1,839,991,434 | 27,064,005 | 708,680 | 63,122,830 |
| W. Craig Fugate | 1,808,928,944 | 56,940,377 | 1,894,798 | 63,122,830 |
| Arno L. Harris | 1,808,858,770 | 57,061,324 | 1,844,025 | 63,122,830 |
| Carlos M. Hernandez | 1,862,383,652 | 4,687,446 | 693,021 | 63,122,830 |
| Michael R. Niggli | 1,834,530,476 | 32,525,620 | 708,023 | 63,122,830 |
| Patricia K. Poppe | 1,863,252,613 | 3,938,592 | 572,914 | 63,122,830 |
| William L. Smith | 1,863,439,522 | 3,660,709 | 663,888 | 63,122,830 |
| Benjamin F. Wilson | 1,807,986,225 | 57,882,786 | 1,895,108 | 63,122,830 |
| (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.
2. 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 | |
This proposal was approved.
3. 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):
| | For | Against | Abstain | Broker
Non-Vote(1) |
| Rajat Bahri | 268,044,423 | 78,154 | 136,902 | | 3,784,774 |
| Cheryl F. Campbell | 268,056,799 | 68,473 | 134,207 | | 3,784,774 |
| Edward G. Cannizzaro | 268,057,322 | 66,350 | 135,807 | | 3,784,774 |
| Kerry W. Cooper | 268,052,567 | 66,864 | 140,048 | | 3,784,774 |
| Jessica L. Denecour | 268,052,564 | 72,872 | 134,043 | | 3,784,774 |
| Mark E. Ferguson III | 268,054,324 | 67,764 | 137,391 | | 3,784,774 |
| Robert C. Flexon | 268,037,905 | 85,320 | 136,254 | | 3,784,774 |
| W. Craig Fugate | 268,058,831 | 64,682 | 135,966 | | 3,784,774 |
| Arno L. Harris | 268,054,283 | 70,354 | 134,842 | | 3,784,774 |
| Carlos M. Hernandez | 268,066,084 | 59,604 | 133,791 | | 3,784,774 |
| Michael R. Niggli | 268,054,955 | 69,396 | 135,128 | | 3,784,774 |
| Patricia K. Poppe | 268,048,447 | 73,070 | 137,962 | | 3,784,774 |
| Sumeet Singh | 268,036,907 | 88,784 | 133,788 | | 3,784,774 |
| William L. Smith | 268,058,069 | 66,919 | 134,491 | | 3,784,774 |
| Benjamin F. Wilson | 268,051,369 | 73,667 | 134,443 | | 3,784,774 |
Each director nominee named above was elected a director of the Utility.
2. 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 | |
This proposal was approved.
3. 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, 2024 | 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 20, 2024 | By: | /s/ Brian M. Wong | |
| | | Name: Brian M. Wong | |
| | | Title: Vice President, General Counsel and Corporate Secretary | |
