

1.Date	April 24, 2019

Time	10:00 am Pacific Time

Place	Conference Center Auditorium Two World Trade Center 25 SW Salmon Street Portland, Oregon 97204

Items of Business	1. To elect ~~directors~~the 11 director nominees named in ~~the~~this proxy statement ~~for the coming year;~~


2.	To ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year ~~2018~~;2019


3.	To approve, in a non-binding vote, the compensation of the company's named executive ~~officers;~~


officers 4.	~~To approve the Portland General Electric Company Stock Incentive Plan, as amended and restated; and~~


5.	To transact any other business that may properly come before the meeting

Record Date	February 28, 2019 Only shareholders of record at the close of business on the record date are entitled to receive notice of, and ~~any adjournment~~to vote at, the annual meeting.

Attendance at the Meeting	Photo ID required. If you own shares in the name of a broker, bank or ~~postponement~~other nominee, you will need an account statement or letter from your broker, bank or nominee indicating that you owned shares of company stock on the ~~meeting.~~record date.

As of the date of this notice, the company has received no notice of any matters, other than those set forth above, that may properly be presented at the annual meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the enclosed proxy card, or their duly constituted substitutes, are authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.

The close of business on March 1, 2018 has been fixed as the record date for determining shareholders entitled to vote at the annual meeting. Accordingly, only shareholders of record as of the close of business on that date are entitled to vote at the annual meeting or any adjournment or postponement of the annual meeting.

Your vote is ~~very~~ important. Please read ~~the~~this proxy statement and then, whether or not you expect to attend the annual meeting, and no matter how many shares you own, vote your shares as promptly as possible. You can vote by proxy over the ~~Internet,~~internet, by mail, or by telephone by following the instructions provided in ~~the~~this proxy statement. ~~Submitting a proxy now will help ensure a quorum and avoid added proxy solicitation costs.~~ If you attend the meeting, you may vote in person, even if you have previously submitted a proxy.

You may revoke your proxy at any time before the vote is taken by delivering to the Corporate Secretary of PGE a written revocation or a proxy with a later date or by voting your shares in person at the meeting, in which case your prior proxy will be disregarded.

BY ORDER OF THE BOARD OF DIRECTORS

~~Marc S. Bocci~~Nora E. Arkonovich

Corporate Secretary

Portland, Oregon

Dated, mailed and made available on the internet on or about March 14, 2019

Proxy Statement Table of Contents



		Page
Proxy Statement Summary		2
Meeting Information		2
Voting Matters and Board Recommendations		2
Proposal 1: Election of Directors		4
Annual Election of Directors		4
Director Nominees		4
Proposal 2: Ratification of the Appointment of Independent Registered Auditor		9
Proposal 3: Advisory Vote on the Compensation of the Named Executive Officers		10
Corporate Governance		11
Board of Directors		11
Board Committees		14
Director Compensation		17
Other Governance Policies and Practices		18
Audit Committee Matters		20
Audit Committee Report		20
Principal Accountant Fees and Services		20
Pre-Approval Policy for Independent Auditor Services		21
Executive Compensation		22
Compensation and Human Resources Committee Report		22
Compensation Discussion and Analysis		22
Executive Compensation Tables		37
Summary Compensation Table		37
Grants of Plan Based Awards		39
Outstanding Equity Awards at Fiscal Year End		40
Stock Units Vested		40
Pension Benefits		41
Non-qualified Deferred Compensation		42
Termination and Change in Control Benefits		43
Stock Information		47
Security Ownership of Certain Beneficial Owners and Management		47
Section 16(a) Beneficial Reporting Compliance		48
Equity Compensation Plans		48
Annual Meeting Information		49
Questions and Answers About the Annual Meeting		49
Shareholder Proposals for the 2020 Annual Meeting		52

~~TABLE OF CONTENTS~~

Proxy Statement Summary 1
Proposal 4: Approval of Stock Incentive Plan, as amended and restated 24
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers 5
Compensation and Human Resources Committee Report 30
Section 16(a) Beneficial Reporting Compliance 6
Compensation Discussion and Analysis 30
Executive Officers 6
Executive Summary 30
Corporate Governance 7
How We Make Compensation Decisions 31
Board of Directors 7
Elements of Compensation 35
Non-Employee Director Compensation 9
Other Compensation Practices 44
Director Independence 10
Executive Compensation Tables 45
Board Committees 11
Summary Compensation 45
Policies on Business Ethics and Conduct 14
Grants of Plan-Based Awards 47
Certain Relationships and Related Persons Transactions 14
Outstanding Equity Awards at Fiscal Year-End 48
Compensation Committee Interlocks and Insider Participation 14
Stock Units Vested 49
Equity Compensation Plans 14
Pension Benefits 49
Audit Committee Report 15
Non-Qualified Deferred Compensation 50
Principal Accountant Fees and Services 16
Termination and Change in Control Benefits 51
Pre-Approval Policy for Independent Auditor Services 16
Additional Information 56
Proposal 1: Election of Directors 17
Questions and Answers about the Annual Meeting 56
Board of Directors 17
Shareholder Proposals for the 2019 Annual Meeting 59
Director Nominees 17
Communications with the Board of Directors 59
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm 22
Appendix A - Portland General Electric Company Amended Stock Incentive Plan A-1
Proposal 3: Non-Binding Advisory Vote on Approval of Compensation of Named Executive Officers 23

~~PROXY STATEMENT SUMMARY~~

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider. Please review the entire proxy statement carefully before voting.

~~Annual Meeting of Shareholders~~

~~Date and Time: April 25, 2018, 10:00 a.m. Pacific Time~~

~~Place: Conference Center Auditorium~~

~~Two World Trade Center~~

~~25 SW Salmon Street~~

~~Portland, Oregon 97204~~

~~Record Date: March 1, 2018~~

~~Voting Matters and Board Voting Recommendations~~

~~Proposal 1: Election of Directors~~

~~The Board recommends a FOR vote for the election of each of the director nominees named in the proxy statement.~~

~~Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm~~

~~The Board recommends a FOR vote on this proposal.~~

~~Proposal 3: Advisory Vote on Executive Compensation~~

~~The Board recommends a FOR vote on this proposal.~~

~~Proposal 4: Approval of the Portland General Electric Company Stock Incentive Plan, as amended and restated~~

~~The Board recommends a FOR vote on this proposal.~~

~~PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES~~

Name Age Director Since
John W. Ballantine 72 2004
Rodney L. Brown, Jr. 62 2007
Jack E. Davis, Chairman
71 2012
David A. Dietzler 74 2006
Kirby A. Dyess 71 2009
Mark B. Ganz 57 2006
Kathryn J. Jackson 60 2014
Neil J. Nelson 59 2006
M. Lee Pelton 67 2006
Maria M. Pope 53 2018
Charles W. Shivery 72 2014

~~PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

We are asking our shareholders to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for 2018. Set forth below is a summary of information with respect to Deloitte's fees for services provided in 2017 and 2016.

2017 2016
Audit Fees $ 1,665,725
$ 1,625,000
Audit-Related Fees 99,000
79,564
Tax Fees —
—
All Other Fees 3,790
5,700
Total $ 1,768,515
$ 1,710,264

~~PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

We are asking shareholders to approve, on an advisory basis, our named executive officer compensation. The Board of Directors recommends a “FOR” vote because it believes that our compensation policies and practices help us achieve our goals of rewarding strong and sustained financial and operating performance, leadership excellence and alignment of our executives' long-term interests with those of our stakeholders.

~~Below are some of the key features of our executive compensation program that we believe help enable the company to achieve its performance goals:~~

~~A significant percentage of compensation at risk~~.

~~Incentive pay based on quantifiable company measures.~~

~~Balanced focus on financial results and operations~~.

~~Stock ownership guidelines that align executives’ interests with those of shareholders.~~

~~An independent compensation consultant that reports directly to the Compensation and Human Resources Committee.~~

~~Low burn rate (the rate at which equity incentive awards are made)~~.

~~No significant perquisites.~~

These features are reflected in the 2017 compensation of our named executive officers, which is summarized in the table below. This table should be read in conjunction with the additional information on our executive compensation program included in the Compensation Discussion and Analysis section of this proxy statement and the related executive compensation tables.

~~EXECUTIVE COMPENSATION TABLE~~

Name and Principal Position Year Salary Stock Award Non-Equity Incentive Plan Compensation Change in Pension Value and Non-Qualified Deferred Compensation Earnings All Other Compensation Totals
James J. Piro
Chief Executive Officer*
2017 858,671
1,562,979
901,106
138,351
324,146
3,785,253
2016 836,431
1,517,452
680,574
135,052
148,124
3,317,633
2015 805,549
1,395,704
688,826
41,221
138,451
3,069,751
James F. Lobdell
Senior Vice President, Finance, Chief Financial Officer and Treasurer

2017 457,362
519,114
264,111
190,458
63,100
1,494,145
2016 449,074
461,998
206,396
114,897
45,824
1,278,189
2015 413,356
402,470
201,648
14,470
44,943
1,076,887
Maria M. Pope
President*

2017 540,491
545,362
333,540
88,124
71,937
1,579,454
2016 477,576
494,985
245,180
55,384
60,683
1,333,808
2015 464,728
438,582
234,258
25,302
64,135
1,227,005
J. Jeffrey Dudley
Vice President, General Counsel and Corporate Compliance Officer

2017 203,768
342,992
113,943
47,281
117,238
825,222
2016 398,086
332,983
166,364
54,397
48,352
1,000,182
2015 385,729
289,784
169,364
(1,375 ) 48,796
892,298
William O. Nicholson
Senior Vice President, Customer Service, Transmission & Distribution
2017 332,534
230,684
174,173
198,538
43,278
979,207
2016 322,903
223,992
135,991
120,053
39,627
842,566
2015 317,720
216,781
142,684
46,614
43,586
767,385
W. David Robertson
Vice President, Public Policy
2017 309,599
218,894
137,817
111,974
41,330
819,614

*Mr. Piro resigned as President effective October 1, 2017 and as Chief Executive Officer effective January 1, 2018 in connection with his retirement from the company. Ms. Pope was appointed President effective October 1, 2017 and previously served as Senior Vice President, Power Supply, Operations and Resource Strategy.

~~PROPOSAL 4: APPROVAL OF STOCK INCENTIVE PLAN~~

We are submitting the Portland General Electric Company Stock Incentive Plan, as amended and restated (the “Stock Incentive Plan”) for shareholder approval. The purpose of the Stock Incentive Plan is to provide incentives that will attract, retain and motivate highly competent persons as officers, directors and key employees of the company by providing them with incentives and rewards in the form of rights to earn shares of the common stock of the company and cash equivalents. The Stock Incentive Plan authorizes the grant of restricted stock units, restricted stock awards, incentive stock options, nonstatutory stock options and stock appreciation rights. To date, the company has only granted restricted stock units and restricted stock awards under the Stock Incentive Plan.

The Stock Incentive Plan was last approved by our shareholders in 2013. Since that time, the Stock Incentive Plan has been amended to extend the expiration date from March 31, 2016 to March 31, 2024 and was most recently amended on February 13, 2018 to make certain other changes as described in Proposal 4. We are ~~not~~ requesting additional shares for issuance under the Stock Incentive Plan. Shareholder approval of the Stock Incentive Plan will have the effect, among others, of authorizing the extension of the term of the plan and providing that awards granted to employees under the plan after its original expiration on March 31, 2016 may be settled in stock to the extent that such awards vest in accordance with their existing terms.

~~Important Dates for 2019 Annual Meeting~~

We plan to hold our 2019 Annual Meeting of Shareholders on April 24, 2019. Shareholder proposals submitted for inclusion in our 2019 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be received by us by November 14, 2018. Shareholder proposals to be brought before the 2019 Annual Meeting of Shareholders outside of Rule 14a-8 must be received by us by December 26, 2018. After November 14, 2018, and up to December 26, 2018 a shareholder may submit a proposal to be presented at the annual meeting, but it will not be included in our proxy statement or form of proxy relating to the 2019 annual meeting.

Proxy Statement Summary

This proxy statement is being furnished to you by the Board of Directors of Portland General Electric Company (“PGE” or the “company”) to solicit your proxy to vote your shares at our ~~2018~~2019 Annual Meeting of Shareholders. ~~The meeting will be held at the Conference Center Auditorium located at Two World Trade Center, 25 SW Salmon Street, Portland, Oregon 97204 at 10:00 a.m. Pacific Time on Wednesday, April 25, 2018.~~ This proxy statement ~~and the enclosed proxy card and 2017 Annual Report are being mailed to shareholders,~~was first sent or made available ~~electronically,~~to shareholders on or about March 14, ~~2018.~~2019.

Meeting Information

Date and Time: April 24, 2019, 10:00 a.m. Pacific Time

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS~~Place: Conference Center Auditorium

On March 1, 2018 there were 89,207,820 shares of PGE common stock outstanding. The following table sets forth, as of that date unless otherwise specified, the beneficial ownership of PGE common stock of (1) known beneficial owners of more than 5% of the outstanding shares of PGE common stock, (2) each director or nominee for director, (3) each of our “named executive officers” listed in the Summary Compensation Table, and (4) our executive officers and directors as a group. Each of the persons named below has sole voting power and sole investment power with respect to the shares set forth opposite his, her or its name, except as otherwise noted.

Name and Address of Beneficial Owner Amount and Nature of Ownership Percent of Class
5% or Greater Holders
The Vanguard Group, Inc.(1) 8,061,203
9.04 %
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.(2) 8,922,780
10 %
40 East 52nd Street
New York, NY 10022
JP MORGAN CHASE & CO.(3)
4,591,098
5.1 %
270 Park Avenue
New York, NY 10017
Non-Employee Directors
John W. Ballantine 20,416 (4)
*
Rodney L. Brown, Jr. 19,740 (4)
*
Jack E. Davis 11,905 (4)
*
David A. Dietzler 20,416 (4)
*
Kirby A. Dyess 16,782 (4)
*
Mark B. Ganz 20,416 (4)(5)
*
Kathryn J. Jackson 8,593 (4)
*
Neil J. Nelson 20,016 (4)(5)
*
M. Lee Pelton 20,416 (4)
*
Charles W. Shivery 9,011 (4)
*
Named Executive Officers
James J. Piro 182,486
*
James F. Lobdell 39,546
*
Maria M. Pope 19,641 (5)
*
J. Jeffrey Dudley 49,355
*
William O. Nicholson 20,581
*
W. David Robertson 20,404
*
All of the company's executive officers and directors as a group (23 persons) 558,485
*


*	~~Percentage is less than 1% of PGE common stock outstanding.~~


~~(1)~~	~~As reported on Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2018, reporting information as of December 31, 2017.~~


~~(2)~~	As reported on Schedule 13G/A filed with the Securities and Exchange Commission on January 19, 2018, reporting information as of December 31, 2017. The Schedule 13G/A indicates that the shares are held by 17 separate entities and that none of these entities beneficially own 5% or more of the outstanding PGE common stock.


~~(3)~~	~~As reported on Schedule 13G filed with the Securities and Exchange Commission on January 11, 2018, reporting information as of December 31, 2017.~~


~~(4)~~	Includes 487 shares of common stock that will be issued on March 31, 2018 upon the vesting of restricted stock units granted under the Portland General Electric Company Stock Incentive Plan. Restricted stock units do not have voting or investment power until the units vest and the underlying common stock is issued.


~~(5)~~	~~Shares are held jointly with the individual's spouse, who shares voting and investment power.~~

Two World Trade Center

~~SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE~~

The rules of the Securities and Exchange Commission require that we disclose late filings of reports of stock ownership (and changes in stock ownership) by our directors and executive officers and persons who beneficially own more than 10% of our common stock. To the best of our knowledge, all of the filings required by Section 16(a) of the Securities Exchange Act of 1934 for our directors and executive officers and persons who beneficially own more than 10% of our common stock were made on a timely basis in ~~2017~~.

~~EXECUTIVE OFFICERS~~

~~MARIA M. POPE~~ ~~President and Chief Executive Officer, age 53.~~

Appointed President on October 1, 2017 and appointed Chief Executive Officer on January 1, 2018. Served as Senior Vice President, Power Supply, Operations and Resource Strategy from March 1, 2013 until appointed to current position. Served as Senior Vice President, Finance, Chief Financial Officer and Treasurer from January 2009 to February 2013 and was a member of the company’s board of directors from January 2006 to December 2008. Served as Vice President and Chief Financial Officer of Mentor Graphics Corporation, a software company based in Wilsonville, Oregon, from July 2007 to December 2008. Prior to joining Mentor Graphics, served as Vice President and General Manager, Wood Products Division of Pope & Talbot, Inc., a pulp and wood products company, from December 2003 to April 2007.

~~JAMES F. LOBDELLSenior Vice President, Finance, Chief Financial Officer and Treasurer, age 59.~~

Appointed to current position on March 1, 2013. Served as Vice President, Power Operations and Resource Strategy from August 2, 2004 until appointed to current position. Served as Vice President, Power Operations from September 2002 until August 2, 2004. Served as Vice President, Risk Management Reporting, Controls and Credit from May 2001 until September 2002.

~~WILLIAM O. NICHOLSONSenior Vice President, Customer Service, Transmission and Distribution, age 59.~~

Appointed to current position on April 18, 2011. Served as Vice President, Distribution Operations from August 2009 until appointed to current position. Served as Vice President, Customers and Economic Development from May 2007 until August 2009. Served as General Manager, Distribution Western Region from April 2004 until May 2007. Served as General Manager, Distribution Line Operations and Services from February 2002 until April 2004.

~~LARRY N. BEKKEDAHLVice President, Transmission and Distribution, age 57.~~

~~Appointed to current position on August~~ 25 2014. Served as Senior Vice President of Transmission Services at Bonneville Power Administration from June 2012 to August 2014, and as Vice President of Engineering and Technical Services from April 2008 to June 2012. Prior to joining Bonneville Power Administration, served as Director of Engineering and Technical Services for Clark Public Utilities from 2001 to 2008, and served in various capacities for PacifiCorp from 1984 to 2001.

~~CAROL A. DILLIN~~ ~~Vice President, Customer Strategies and Business Development, age 60.~~

~~Appointed to current position on August 1, 2009. Served as Vice President, Public Policy from February 2004 until appointed to current position.~~

~~BRADLEY Y. JENKINS~~ ~~Vice President, Generation and Power Operations, age 54.~~

Appointed to current position on October 1, 2017. Served as Vice President, Power Supply Generation from September 2015 until appointed to current position and as General Manager, Diversified Plant Operations, from November 2013 to August 2015. Served as Plant General Manager, Boardman Power Plant from September 2012 to November 2013 and as Operations Manager, Boardman Power Plant from March 2012 to September 2012. Prior to joining PGE, Mr. Jenkins served in a variety of leadership and management roles in the utility industry with 24 years of experience in large generating facilities. He served as Maintenance Manager for Sandvik Special Metals from March 2011 to March 2012, as Lead Maintenance Assessor for Tecmer from February 2011 to March 2011, and as Maintenance Manager for Energy Northwest from April 2006 to November 2010. His experience also includes time at Entergy Louisiana, Entergy Nuclear South, Energy Northwest and the Tennessee Valley Authority.

~~LISA A. KANERVice President, General Counsel and Corporate Compliance Officer, age 57.~~

Joined PGE and appointed to current position on June 29, 2017. Prior to joining PGE, was a trial attorney and shareholder at the Portland, Oregon law firm of Markowitz Herbold PC from 1994 to June 2017, where she specialized in complex commercial litigation.

~~JOHN T. KOCHAVATR~~ ~~Vice President, Information Technology and Chief Information Officer, age 44.~~

Joined PGE and appointed to current position on February 1, 2018. Prior to joining PGE, served as Senior Vice President and Chief Information Officer at SUEZ Water Technologies & Solutions (formerly General Electric Water and Process Technologies) from October 2017 to January 2018 and as Chief Information Officer and Chief Digital Officer for General Electric Water and Process Technologies from November 2012 to September 2017. His experience also includes various other Chief Information Officer and Information Technology leadership positions at General Electric’s energy and capital divisions from June 2001 to October 2012.

~~ANNE F. MERSEREAUVice President, Human Resources, Diversity and Inclusion, age 55.~~

Appointed to current position on January 4, 2016. Served as Employee Services Manager for Human Resources from January 2014 until appointed to current position. As Employee Services Manager, she led Human Resources Operations, including Systems Reporting and Analytics, Payroll, Human Resources Service Center, and Health Services. Served as Consultant to Change Management from January 2012 to January 2014 and as Human Resources Business Partner from July 2009 to December 2011. Prior to joining PGE, served as Senior Consultant for Waldron, a global human resources consulting firm, from December 2008 to July 2009 and held various positions with Marsh USA from January 2000 to October 2006, most

~~recently as Managing Director and U.S. Region Human Resources Director.~~

~~W. DAVID ROBERTSONVice President, Public Policy, age 51.~~

~~Appointed to current position on August 1, 2009. Served as Director of Government Affairs from June 2004 until appointed to current position.~~

~~KRISTIN A. STATHIS~~ ~~Vice President, Customer Service Operations, age 54.~~

Appointed to current position on June 1, 2011. Served as general manager of Revenue Operations from August 2009 until May 2011. Served as assistant treasurer and manager of Corporate Finance from October 2005 until July 2009. Served as general manager of Power Supply Risk Management from August 2003 until September 2005.

~~CORPORATE GOVERNANCE~~

Our Board of Directors has implemented a corporate governance program, including the adoption of charters for our Audit Committee, Compensation and Human Resources Committee, Nominating and Corporate Governance Committee and Finance Committee; Corporate Governance Guidelines (including Categorical Standards for Determination of Director Independence); a Process for Handling Communications to the Board of Directors and Board Committees; a Code of Business Ethics and Conduct; and a Code of Ethics for Chief Executive and Senior Financial Officers. These documents are published under the “Corporate Governance” section of our website at ~~investors.portlandgeneral.com~~ ~~and are available in print to shareholders, without charge, upon request to Portland General Electric Company at its principal executive offices at 121~~ SW Salmon Street ~~1WTC1301,~~

Portland, Oregon 97204 ~~Attention: Corporate Secretary.~~

Record Date: February 28, 2019

Voting Matters and Board Recommendations

~~Board of Directors~~

Our business, property and affairs are managed under the direction of our Board of Directors. Members of the board are kept informed of our business by consulting with our Chief Executive Officer and other officers and senior management, by reviewing and approving capital and operating plans and budgets and other materials provided to them, by visiting our offices and plants and by participating in meetings of the board and its committees.

During 2017, the Board of Directors met five times. During 2017, each director attended at least 75% of the aggregate of the meetings of the Board of Directors and meetings held by all committees on which the director served. Under our Corporate Governance Guidelines, the non-management directors must meet in executive session without management at least quarterly. The Chairman of the board (or if the Chairman is not an independent director, the lead independent director) presides over these executive sessions. The non-management directors met in executive session four times in 2017, generally at the end of each regular quarterly board meeting. In the event that the non-management directors include directors who are not independent under the New York Stock Exchange listing standards, our Corporate Governance Guidelines require the independent directors to meet separately in executive session at least once a year. Throughout 2017, all of our non-management directors were

~~independent under the New York Stock Exchange listing standards. Accordingly, the four meetings of our non-management directors in 2017 also constituted meetings of our independent directors.~~

It is our policy that directors are expected to attend the annual meeting of shareholders. A director who is unable to attend the annual meeting of shareholders (which it is understood may occur on occasion) is expected to notify the Chairman of the board. All of our directors attended the ~~2017~~ ~~annual meeting of shareholders.~~

~~BOARD LEADERSHIP STRUCTURE~~

We separate the roles of Chief Executive Officer and Chairman of the board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company. The Chairman of the board provides leadership to the board in exercising its role of providing advice to, and independent oversight of, management. The Chairman of the board also provides leadership in defining the board’s structure and activities in the fulfillment of its responsibilities, provides guidance to the Chief Executive Officer, sets the board meeting agendas with board and management input, and presides over meetings of the Board of Directors and meetings of shareholders. The board recognizes the significant time, effort and energy that the Chief Executive Officer is required to devote to the company in the current business environment. The board also recognizes the significant commitment that is required from the Chairman, particularly as the board’s oversight responsibilities continue to grow. While our bylaws and Corporate Governance Guidelines do not require that our Chairman and Chief Executive Officer positions be separate, the board believes that having separate positions and having an independent outside director serve as Chairman is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance. Jack E. Davis, our current Chairman, is an independent director as defined in the New York Stock Exchange listing standards and the company’s Categorical Standards for Determination of Director Independence.

~~BOARD OVERSIGHT OF RISK~~

Management is responsible for the day-to-day management of the company’s risks, while the board, as a whole and through its committees, has responsibility for overseeing the company’s management of risk. The board’s role in the company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, legal, regulatory and strategic risks. These reports provide insight on the material risks faced by the company, and help the board understand the company’s risk management framework and risk mitigation strategies and processes.

While the board has ultimate responsibility for oversight of the risk management process, various committees of the board assist the board in fulfilling its oversight responsibilities for certain areas of risk. The Audit Committee oversees risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements and reviews quarterly reports from the company’s Corporate Compliance Committee. In addition, the Audit Committee assists the board in fulfilling its risk management oversight responsibilities by reviewing periodic reports on the company’s overall risk management strategy, including guidelines and policies governing the process by which the company assesses and manages its exposure to risk and discussing the company’s major risk exposures and the steps management has taken to monitor and control such exposures. The Compensation and Human Resources Committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from the company’s compensation policies and programs. The Nominating and Corporate Governance Committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for directors, and corporate governance. The Finance Committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with the company’s power operations, capital projects, finance activities, credit and liquidity.

~~SELECTION OF CANDIDATES FOR BOARD MEMBERSHIP~~

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the board for election as directors. The committee seeks candidates with the qualifications and areas of expertise that will enhance the composition of the board. The committee does not have a formal policy with respect to the consideration of diversity in identifying director nominees, but believes it is important that the board represent a diversity of backgrounds, experience, gender and race. The committee considers a number of criteria in selecting nominees, including:

~~Demonstration of significant accomplishment in the nominee's field;~~

~~Ability to make a meaningful contribution to the board's oversight of the business and affairs of the company;~~

~~Reputation for honesty and ethical conduct in the nominee's personal and professional activities;~~

~~Relevant background and knowledge in the utility industry;~~

~~Experience and skills in areas important to the operation of the company; and~~

~~Business judgment, time availability, including the number of other boards of public companies on which a nominee serves, and potential conflicts of interest.~~

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. In considering candidates recommended by shareholders, the committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating and Corporate Governance Committee, a shareholder must submit the recommendation in writing and must include the following information:

~~The shareholder’s name and evidence of ownership of PGE common stock, including the number of shares owned and the length of time of ownership; and~~

The candidate’s name, resume or listing of qualifications to be a director and consent to be named as a director nominee if selected by the Nominating and Corporate Governance Committee and nominated by the board.

The shareholder recommendation and information described above must be sent to the Chairman of the Nominating and Corporate Governance Committee, in care of our Corporate Secretary, at Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204.

The Nominating and Corporate Governance Committee may retain an outside search firm to assist the committee members in identifying and evaluating potential nominees for the board. The committee also identifies potential nominees by asking current directors and executive officers to notify the committee if they become aware of persons meeting the criteria described above who might be available to serve on the board, especially business and civic leaders in the communities in our service area. As described above, the committee will also consider candidates recommended by shareholders.

Once a person has been identified by the Nominating and Corporate Governance Committee as a potential candidate, the committee may collect and review publicly available information to assess whether the person should be considered further. If the committee determines that the person warrants further consideration, the committee chair or another member of the committee will contact the person. Generally, if the person expresses a willingness to be a candidate and to serve on the board, the Nominating and Corporate Governance Committee may request information from the candidate, review the candidate’s accomplishments and qualifications and compare them to the accomplishments and qualifications of any other candidates that the committee might be considering. The committee may also choose to conduct one or more interviews with the candidate. In certain instances, committee members may contact references provided by the candidate or may contact other members of the business community or other persons who may have greater first-hand knowledge of the candidate’s accomplishments. The committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder.

~~Non-Employee Director Compensation~~

~~The following table describes the compensation earned by persons who served as non-employee directors during any part of 2017.~~

~~2017 DIRECTOR COMPENSATION~~

Name
Fees Earned or
Paid in Cash (1)
Stock Awards (2)
All Other
Compensation (3)

Total
John W. Ballantine $ 92,250
$ 89,310
$ 1,650
$ 183,210
Rodney L. Brown, Jr. 84,750
89,310 1,650
175,710
Jack E. Davis 141,750
89,310 1,650
232,710
David A. Dietzler 84,750
89,310 1,650
175,710
Kirby A. Dyess 96,000
89,310 1,650
186,960
Mark B. Ganz 84,750
89,310 1,650
175,710
Kathryn J. Jackson 84,750
89,310 1,650
175,710
Neil J. Nelson 99,750
89,310 1,650
190,710
M. Lee Pelton 92,250
89,310 1,650
183,210
Charles W. Shivery 84,750
89,310 1,650
175,710


~~(1)~~	~~Amounts in this column include cash retainers, meeting fees and chair fees.~~

~~(2)~~

These amounts represent the grant date fair value of restricted stock unit grants made in 2017, the terms of which are discussed below in the section entitled “Restricted Stock Unit Grants.” The annual equity grants (with a grant date fair value of $89,310) were made on April 26, 2017 in respect of services to be performed during the ensuing 12-month period. In addition, in 2017, the grants made to non-employee directors on May 4, 2016 were rescinded and replaced with a grant of equal value made on June 7, 2017, but that award is not reflected in the table above, as it was made in respect of 2016.


~~(3)~~	This column represents amounts earned in respect of dividend equivalent rights under restricted stock unit awards. See the discussion below under “Restricted Stock Unit Grants.” The value of the dividend equivalent rights was not incorporated into the “Stock Awards” column.

~~Current Compensation Arrangements for Non-Employee Directors~~

~~The following table describes the current compensation arrangements with our non-employee directors:~~

Annual Cash Retainer Fees
Annual Cash Retainer Fee for Directors $ 50,000
Additional Annual Cash Retainer Fee for Chairman of the Board 75,000
Additional Annual Cash Retainer Fee for Audit Committee Chair 15,000
Additional Annual Cash Retainer Fee for Compensation and Human Resources Committee Chair 11,250
Additional Annual Cash Retainer Fee for Other Committee Chairs 7,500
Annual Committee Service Fee (per committee) 18,000
Value of Annual Grant of Restricted Stock Units 90,000

The annual cash retainers and the annual committee service fee are paid quarterly in arrears. We will also reimburse certain expenses related to the directors’ service on the board, including expenses in connection with attendance at board and committee meetings.

~~Restricted Stock Unit Grants~~

Each of our non-employee directors receives an annual grant of restricted stock units. The number of restricted stock units each director receives is determined by dividing $90,000 by the closing price of PGE common stock on the date of grant. These grants are typically made on or around the date of our annual meeting of shareholders.

Each restricted stock unit generally represents the right to receive one share of common stock at a future date. For 2017, however, directors were given an election to have the award settle either in cash (based on the original award amount) or in shares of common stock. All of the directors elected to have their 2017 awards settle in common stock. Provided that the director remains a member of the board, the restricted stock units will vest over a one-year vesting period in equal installments on the last day of each calendar quarter. Restricted stock units do not have voting rights with respect to the underlying common stock until the units vest and the common stock is issued.

Each director also is granted one dividend equivalent right with respect to each restricted stock unit. Each dividend equivalent right represents the right to receive an amount equal to the dividends that are paid on one share of common stock and that have a record date between the grant date and vesting date of the related restricted stock unit. The dividend equivalent rights will be settled exclusively in cash, for awards made prior to February 13, 2018, on the date that the related dividends are paid to holders of common stock and, for later awards, on the vest date of the underlying shares.

The grants of restricted stock units and dividend equivalent rights are made pursuant to the terms of the Portland General Electric Company Stock Incentive Plan. The grants are subject to the terms and conditions of the plan and agreements between PGE and each director.

~~Stock Ownership Requirements for Non-Employee Directors~~

Our Corporate Governance Guidelines require each non-employee director to own shares of PGE common stock with a value equal to at least five times the value of the annual base cash retainer fee for non-employee directors. Non-employee directors must meet this requirement within five years following the first annual meeting at which they are elected. All of our directors either meet the stock ownership requirement or are on track to do so by the applicable target date. Our stock ownership policy for executive officers is described on page 44 of this proxy statement.

~~Outside Directors’ Deferred Compensation Plan~~

~~Director Independence~~

For a director to be considered independent under the New York Stock Exchange corporate governance listing standards, the Board of Directors must affirmatively determine that the director does not have any direct or indirect material relationship with the company, including any of the relationships specifically proscribed by the New York Stock Exchange independence standards. The board considers all relevant facts and circumstances in making its independence determinations. Only independent directors

~~may serve on our Audit Committee, Compensation and Human Resources Committee, and Nominating and Corporate Governance Committee.~~

In addition to complying with New York Stock Exchange independence standards, our Board of Directors has adopted a formal set of categorical standards with respect to the determination of director independence. Under our Categorical Standards for Determination of Director Independence, a director must be determined to have no material relationship with the company other than as a director. These standards specify the criteria by which the independence of our directors will be determined, including guidelines for directors and their immediate families with respect to past employment or affiliation with the company, its customers or its independent registered public accounting firm. The standards also restrict commercial and not-for-profit relationships with the company, and prohibit Audit Committee members from having any accounting, consulting, legal, investment banking or financial advisory relationships with the company. Directors may not be given personal loans or extensions of credit by the company, and all directors are required to deal at arm’s length with the company and its subsidiaries, and to disclose any circumstance that may result in the director no longer being considered independent. The full text of our Categorical Standards for Determination of Director Independence is published as an addendum to our Corporate Governance Guidelines, which are available under the “Corporate Governance” section of our website at ~~investors.portlandgeneral.com.~~

During its review of director independence, the board considered whether there were any transactions or relationships between the company and any director or any member of his or her immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder). As part of its review of director independence, the board considered Mark B. Ganz’ position as President and Chief Executive Officer and a director of Cambia Health Solutions, Inc. (“CHS”) and CHS’ business relationship with the company during the last three fiscal years. PGE and Local Union No. 125 of the International Brotherhood of Electrical Workers have established a trust that is partly funded by PGE to provide health and welfare benefits to employees and retirees who are covered by one of the collective bargaining agreements between PGE and the union. By action of the Board of Trustees that administers the trust, the trust engaged Regence BlueCross BlueShield of Oregon, a subsidiary of CHS, to provide health products and services. The board also considered whether there were charitable contributions to not-for-profit organizations for which a director or an immediate family member of a director serves as a board member or executive officer. In addition, the board considered that in the ordinary course of our business we provide electricity to some directors and entities with which they are affiliated on the same terms and conditions as provided to other customers of the company.

As a result of this review, the board affirmatively determined that the following directors nominated for election at the annual meeting are independent under the New York Stock Exchange listing standards and our independence standards: John W. Ballantine, Rodney L. Brown, Jr., Jack E. Davis, David A. Dietzler, Kirby A. Dyess, Mark B. Ganz, Kathryn J. Jackson, Neil J. Nelson, M. Lee Pelton and Charles W. Shivery.

~~The board determined that Maria M. Pope is not independent because of her employment as the company’s President and Chief Executive Officer.~~

~~Board Committees~~

The Board of Directors has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation and Human Resources Committee and the Finance Committee. Current copies of the charters for each of these committees are available under the “Corporate Governance” section of our website at ~~investors.portlandgeneral.com.~~ The Board of Directors has determined that each of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation and Human Resources Committee is comprised solely of independent directors in accordance with the New York Stock Exchange listing standards.

~~The table below provides membership information for each of these standing committees as of March 1, 2018.~~



~~Name~~Proposal	~~Audit~~ ~~Committee~~ Vote the Board Recommends	~~Nominating and~~ ~~Corporate~~ ~~Governance~~ ~~Committee~~ Reasons for Recommendation	~~Compensation and~~ ~~Human Resources~~ ~~Committee~~	~~Finance~~ ~~Committee~~ See Page
~~John W. Ballantine~~			ü
1. Election of 11 director nominees	~~Chair~~
~~Rodney L. Brown, Jr.~~FOR	The Board of Directors believes that the board’s 11 nominees possess the expertise, experience and ability to effectively monitor company performance and ensure that the long-term interests of our stakeholders are being served.	ü		ü4
~~Jack E. Davis~~		ü
~~David A. Dietzler~~	ü	ü
~~Kirby A. Dyess~~	ü		~~Chair~~
~~Mark B. Ganz~~	ü		ü
~~Kathryn J. Jackson~~			ü
2. Ratification of appointment of Deloitte & Touche as our independent registered public accounting firm	ü
~~Neil J. Nelson~~FOR	~~Chair~~ Based on our assessment of the qualifications and performance of Deloitte & Touche, the Board of Directors believes that retention of the firm as the company’s independent registered public accounting firm for 2019 is in the best interest of the company.		ü	9
~~M. Lee Pelton~~		~~Chair~~		ü
~~Charles W. Shivery~~	ü			ü
3. Advisory vote on executive compensation	FOR	The Board of Directors believes that our compensation policies and practices help us achieve our goals of rewarding strong and sustained financial and operating performance and leadership excellence, and aligning our executives' long-term interests with those of our stakeholders.	10

~~AUDIT COMMITTEE~~PROPOSAL 1: ELECTION OF DIRECTORS

~~The~~We are asking our shareholders to elect the following 11 director nominees.



Name	Age	Director Since	Independent	Committee Memberships
Name	Age	Director Since	Independent	AC	FC	NC	CC
John W. Ballantine	73	2004	yes		ü		ü
Rodney L. Brown, Jr.	63	2007	yes		ü	ü
Jack E. Davis, Chair	72	2012	yes			ü
Kirby A. Dyess	72	2009	yes	ü			Chair
Mark B. Ganz	58	2006	yes	ü			ü
Kathryn J. Jackson	61	2014	yes		ü		ü
Michael H. Millegan	60	2019	yes	ü	ü
Neil J. Nelson	60	2006	yes	Chair			ü
M. Lee Pelton	68	2006	yes		ü	Chair
Maria M. Pope	54	2018	no
Charles W. Shivery	73	2014	yes	ü	Chair

AC = Audit Committee ~~met four times in 2017. Under~~NC = Nominating and Corporate Governance Committee

FC - Finance Committee CC = Compensation and Human Resources Committee

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

We are asking our shareholders to ratify the ~~terms~~selection of its charter, the Audit Committee must meet at least once each quarter. The committee regularly meets separately with management, our internal auditor and our independent registered public accounting firm. The responsibilities of the committee include:

~~Retaining our independent registered public accounting firm;~~

~~Evaluating the qualifications, independence and performance of our independent registered public accounting firm;~~

~~Overseeing matters involving accounting, auditing, financial reporting and internal control functions, including the integrity of our financial statements and internal controls;~~

~~Approving audit and permissible non-audit service engagements to be undertaken by~~Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm ~~through~~for 2019. The table below shows the ~~pre-approval policies~~fees billed by Deloitte for services provided to the company in 2017 and ~~procedures adopted by~~2018.



	2017		2018
Audit Fees		$1,665,725		$1,747,880
Audit-Related Fees	99,000		25,000
Tax Fees	—		15,404
All Other Fees	3,790		3,790
Total	$	1,768,515	$	1,792,074

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking shareholders to approve, on an advisory basis, our executive officer compensation. Some of the ~~committee;~~

~~Reviewing the performance~~features of our ~~internal audit function;~~executive compensation program that we believe help enable the company to achieve its strategic goals include:

~~Reviewing~~

Significant percentage of executive compensation at risk.

Incentive pay based on quantifiable company performance measures.

Balanced focus on financial results and operations.

Stock ownership guidelines that align executives’ interests with those of shareholders.

Low burn rate (the rate at which equity incentive awards are made).

Sound compensation governance practices, including an independent compensation consultant that reports directly to the ~~company’s annual~~Compensation and ~~quarterly financial statements and~~Human Resources Committee.

These features are reflected in the ~~company’s disclosures under “Management’s~~2018 compensation of our named executive officers, which is described in the Compensation Discussion and Analysis section of ~~Financial Condition~~this proxy statement and ~~Results~~the related executive compensation tables. See pages 22 to 46 of ~~Operations” in~~this proxy statement.

Proposal 1: Election of Directors

Annual Election of Directors

Members of our ~~reports~~Board of Directors are elected annually by the company’s shareholders. Our board currently consists of 12 directors; however, director David A. Dietzler, who has been on ~~Forms 10-K~~our board since 2006, will not be standing for reelection and ~~10-Q and recommending to~~will no longer be a director following the election of directors at our annual meeting. Our bylaws authorize the Board of Directors ~~whether~~to determine the ~~financial statements should be included~~size of the board and, in light of Mr. Dietzler’s retirement from our board, the board has reduced the number of directors from 12 to 11, effective upon the election of directors at the annual ~~report on Form 10-K; and~~

~~Assisting the board in fulfilling its responsibility to oversee our risk management program.~~

The committee has the authority to secure independent expert advice to the extent the committee determines it to be appropriate, including retaining independent counsel, accountants, consultants or others, to assist the committee in fulfilling its duties and responsibilities.meeting.

The Board of Directors has ~~determined that Mr. Dietzler, Mr. Nelson and Mr. Shivery are “audit committee financial experts” as that term is defined under rules of the Securities and Exchange Commission.~~

~~NOMINATING AND CORPORATE GOVERNANCE COMMITTEE~~

~~The Nominating and Corporate Governance Committee met two times in~~ ~~2017. Under the terms of its charter, the committee must meet at least two times annually. The responsibilities of the committee include:~~

~~Identifying and recommending to the board individuals qualified to serve as directors and on committees of the board;~~

~~Advising the board with respect to board and committee composition and procedures;~~

~~Developing and recommending to the board a set of corporate governance guidelines and reviewing such guidelines at least annually;~~

~~Reviewing the succession plans for the Chief Executive Officer and senior officers either as a committee, or together with the full board; and~~

~~Overseeing the self-evaluation of the board and coordinating the evaluations of the board committees.~~

The committee may retain search firms to identify director candidates, and has the sole authority to approve the search firm’s fees and other retention terms. The committee also may retain independent counsel or other consultants or advisers as it deems necessary to assist in its duties to the company.

~~COMPENSATION AND HUMAN RESOURCES COMMITTEE~~

The Compensation and Human Resources Committee met five times in 2017. Under the terms of its charter, the committee must meet at least two times annually. The responsibilities of the committee include:

Together with the other independent directors, evaluating annually the performance of the Chief Executive Officer in light of the goals and objectives of our executive compensation plans, both generally and with respect to approved performance goals;

~~Evaluating annually the performance~~nominated all 11 of the other ~~executive officers~~current directors to stand for election at the annual meeting. The biographies of our nominees are provided in ~~light~~the section below. Our slate of the goals and objectives applicable to such executive officers, which may include requesting that the Chief Executive Officer provide performance evaluations for such executive officers and recommendations with respect to the compensation of such executive officers (including long-term incentive compensation);

~~Together with the other independent directors, determining and approving the compensation of the Chief Executive Officer in light of the evaluation of the Chief Executive Officer’s performance;~~

~~Determining and approving the compensation of the other executive officers in light of the evaluation of such officers’ performance;~~

~~Reviewing and approving, or recommending approval of, perquisites and other personal benefits~~nominees brings to our ~~executive officers;~~

~~Reviewing~~board a diverse range of expertise and ~~recommending the appropriate level of compensation for board~~experience, both within and ~~committee service by non-employee members of the board;~~

~~Reviewing~~outside our ~~executive compensation plans and programs annually and approving or recommending to the board new compensation plans and programs or amendments to existing plans and programs; and~~

~~Reviewing and approving any severance or termination arrangements to be made with any executive officer.~~

Under its charter, the committee has authority to retain compensation consultants to assist the committee in carrying out its responsibilities, including sole authority to approve the consultants’ fees and other retention terms. The committee has engaged Frederic W. Cook & Co., Inc. (“F.W. Cook”) to advise it on matters related to executive compensation.

The committee is supported in its work by members of our Compensation and Benefits Department. The formal role of our executive officers in determining executive compensation is limited to the responsibility of the Chief Executive Officer to provide the committee with a self-evaluation, as well as an evaluation of the performance of the other executive officers. The committee may also seek input from our executive officers in developing an overall compensation philosophy and in making decisions about specific pay components.

The committee has authority to conduct or authorize investigations or studies of matters within the committee’s scope of responsibilities, and to retain independent counsel or other consultants or advisers as it deems necessary to assist it in those matters. To the extent permitted by applicable law, regulation or the New York Stock Exchange listing standards, the committee may form subcommittees and delegate to the subcommittees, or to the committee chairperson individually, such power and authority as the committee deems appropriate.

~~FINANCE COMMITTEE~~

~~The Finance Committee met four times in~~ ~~2017~~. Under the terms of its charter, the committee meets as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than annually. The responsibilities of the committee include:

~~Reviewing and recommending to the board financing plans, and annual capital and operating budgets, proposed by management;~~

~~Reviewing, and approving or recommending, certain costs for projects, initiatives, transactions and other activities within the ordinary business of the company;~~

~~Reviewing our capital and debt structure, approving or recommending to the board the issuance of secured and unsecured debt, and recommending to the board the issuance of equity;~~

~~Reviewing and recommending to the board dividends, including changes in dividend amounts, dividend payout goals and objectives;~~

~~Reviewing earnings forecasts;~~

Assisting the board in fulfilling its oversight responsibilities with respect to the management of risks associated with the company’s power operations, capital projects, finance activities, credit and liquidity;

~~Reviewing and recommending to the board investment policies and guidelines and the use of derivative securities to mitigate financial and foreign currency exchange risk; and~~

~~Overseeing the control and management of benefit plan assets and investments.~~

~~Policies on Business Ethics and Conduct~~

industry. All of our ~~directors, officers~~nominees have held senior leadership roles at public companies and ~~employees are required to abide by our Code of Business Ethics~~other institutions, providing them with extensive knowledge and ~~Conduct. This code of ethics covers all~~experience in the areas of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, compliance with all applicable laws and regulations, and oversight and compliance. Our Chief Executive Officer, Chief Financial Officer and Controller are also required to abide by the Code of Ethics for Chief Executive and Senior Financial Officers. These ethics codes form the foundation of a comprehensive program of compliance with our Guiding Behaviors - Be Accountable, Earn Trust, Dignify People, Make the Right Thing Happen, Positive Attitude and Team Behavior - and all corporate policies and procedures to ensure that our business is conducted ethically and in strict adherence to all laws and regulations applicable to us. Employees are responsible for reporting any violation, including situations or matters that may be considered to be unethical or a conflict of interest under the ethics codes.

The full texts of both the Code of Business Ethics and Conduct and the Code of Ethics for Chief Executive and Senior Financial Officers are available under the “Corporate Governance” section of our website at ~~investors.portlandgeneral.com~~ or in print to shareholders, without charge, upon request to Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary. Any future amendments to either of these codes, and any waiver of the Code of Ethics for Chief Executive and Senior Financial Officers, and of certain provisions of the Code of Business Ethics and Conduct for directors, executive officers or our Controller, will be disclosedcritical importance to our ~~shareholders to the extent required by law.~~

As required by New York Stock Exchange rules, our audit committee has procedures in place regarding the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters and allowing for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. In addition, we have a Policy Regarding Compliance with Securities and Exchange Commission Attorney Conduct Rules that requires all of our lawyers to report to the appropriate persons at the company, ~~evidence of any actual, potential or suspected material violation of state or federal law or breach of fiduciary duty by the company or any of its directors, officers, employees or agents.~~

~~Certain Relationships and Related Persons Transactions~~

We do not have a separate written policy or procedures for the review, approval or ratification of transactions with related persons. However, our Corporate Governance Guidelines, our Code of Business Ethics and Conduct and our Conflict of Interest Policy address conflicts of interest and relationships with PGE. In its consideration of nominees for the Board of Directors, the Nominating and Corporate Governance Committee examines possible related person transactions as part of its review. The Board of Directors annually reviews the relationship that each director has with PGE, which includes relationships with our officers and employees, our auditors and our customers. Our Code of Business Ethics and Conduct requires any person, including our directors and officers, to report any violation of the code or any situation or matters that may be considered to be unethical or a conflict of interest. Any potential conflict of interest under the code involving a director, an executive officer or our Controller is reviewed by the Audit Committee. Only the Audit Committee may waive a conflict of interest involving a director, an executive officer or our Controller, which will be promptly disclosed to our shareholders to the extent required by law.

~~Compensation Committee Interlocks and Insider Participation~~

~~The members of the Compensation and Human Resources Committee during~~ ~~2017~~ ~~were John W. Ballantine, Kirby A. Dyess, Mark B. Ganz, Kathryn J. Jackson and Neil J. Nelson. All members of the committee during~~ ~~2017~~ ~~were independent directors and no member was an employee or former employee. During~~ ~~2017~~, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation and Human Resources Committee or Board of Directors.

~~EQUITY COMPENSATION PLANS~~

~~The following table provides information as of December 31,~~ ~~2017~~ for the Portland General Electric Company Stock Incentive Plan and the Portland General Electric Company 2007 Employee Stock Purchase Plan. The Stock Incentive Plan was originally approved by our shareholders on May 7, 2008 at the company’s 2008 annual meeting of shareholders, was amended and restated as of February 13, 2018, and is being submitted to our shareholders for approval at the 2018 annual meeting. The 2007 Employee Stock Purchase Plan was approved by the shareholders on May 2, 2007 at the company’s 2007 annual meeting of shareholders.

Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants and Rights
(b)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))
(c)
Equity Compensation Plans approved by security holders 625,323(1) N/A 3,345,262(2)(3)
Equity Compensation Plans not approved by security holders N/A N/A N/A
Total 625,323(1) N/A 3,345,262(2)(3)

~~(1)~~

Represents outstanding restricted stock units and related dividend equivalent rights issued under the Stock Incentive Plan, and assumes maximum payout for restricted stock units with performance-based vesting conditions. The restricted stock units do not have an exercise price and are issued when award criteria are satisfied. See “Non-Employee Director Compensation - Restricted Stock Unit Grants” above and “Long-Term Equity Incentive Awards” below for further information regarding the Stock Incentive Plan.


~~(2)~~	~~Represents shares remaining available for issuance under the Stock Incentive Plan and the 2007 Employee Stock Purchase Plan.~~


~~(3)~~	Includes approximately 18,000 shares available for future issuance under the 2007 Employee Stock Purchase Plan that are subject to purchase in the purchase period from January 1, 2018 to June 30, 2018. The number of shares subject to purchase during any purchase period depends on the number of current participants and the price of the common stock on the date of purchase.

~~AUDIT COMMITTEE REPORT~~

~~The Audit Committee provides assistance to the Board of Directors in fulfilling its obligations with respect to matters involving the accounting, auditing,~~strategic planning, financial reporting, ~~internal control~~compliance, risk management, corporate governance, and ~~legal compliance functions of the company~~talent and its subsidiaries. Management is responsible for the company’s internal controls and the financial reporting process, including the integrity and objectivity of the company’s financial statements. The company’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), is responsible for performing an independent audit of the company’s financial statements, expressing an opinion as to the conformity of the annual financial statements with generally accepted accounting principles, expressing an opinion as to the effectiveness of the company’s internal control over financial reporting and reviewing the company’s quarterly financial statements.

The committee has met and held discussions with management and Deloitte regarding the fair and complete presentation of the company’s financial results and the effectiveness of the company’s internal control over financial reporting. The committee has discussed with Deloitte significant accounting policies that the company applies in its financial statements, as well as alternative treatments. The committee also discussed with the company’s internal auditor and Deloitte the overall scope and plans for their respective audits.

Management represented to the committee that the company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the committee has reviewed and discussed the consolidated financial statements with management and Deloitte. The committee has discussed with Deloitte the matters required to be discussed under the applicable rules adopted by the Public Company Accounting Oversight Board.

The committee has reviewed and discussed with Deloitte all communications required by generally accepted auditing standards. In addition, the committee has received the written disclosures and the letter regarding independence from Deloitte, as required by applicable requirements of the Public Company Accounting Oversight Board, and has discussed such information with Deloitte.

Based upon the review, discussions and representations referenced above, the committee recommended to the Board of Directors that the audited consolidated financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~ ~~for filing with the Securities and Exchange Commission.~~

~~The committee has appointed Deloitte as the company’s independent registered public accounting firm for fiscal year~~ ~~2018~~.

~~Audit Committee~~

~~Neil J. Nelson, Chair~~

~~David A. Dietzler~~

~~Kirby A. Dyess~~

~~Mark B. Ganz~~

~~Charles W. Shivery~~

~~February 13, 2018~~

~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

~~The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for~~ ~~2017~~ ~~and~~ ~~2016~~ ~~were as follows:~~

2017 2016
Audit Fees(1) $ 1,665,725
$ 1,625,000
Audit-Related Fees(2) 99,000
79,564
Tax Fees(3) —
—
All Other Fees(4) 3,790
5,700
Total $ 1,768,515
$ 1,710,264

~~(1)~~

For professional services rendered for the audit of our consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 and for the review of the interim consolidated financial statements included in quarterly reports on Form 10-Q. Audit Fees also include services normally provided in connection with statutory and regulatory filings or engagements, assistance with and review of documents filed with the Securities and Exchange Commission, the issuance of consents and comfort letters, as well as the independent auditor’s report on the effectiveness of internal control over financial reporting.

~~(2)~~

~~For assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements not reported under~~ “~~Audit Fees~~” above, including attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards, and audits of the statements of activities of jointly owned facilities. Also includes amounts reimbursed to PGE in connection with cost sharing arrangements for certain services.


~~(3)~~	~~For professional tax services, including consulting and review of tax returns.~~


~~(4)~~	~~For all other products and services not included in the above three categories, including reference products related to income taxes and financial accounting matters.~~

~~PRE-APPROVAL POLICY FOR INDEPENDENT AUDITOR SERVICES~~

The Audit Committee must separately pre-approve the engagement of the independent registered public accounting firm to audit our consolidated financial statements. Prior to the engagement, the Audit Committee reviews and approves a list of services, including estimated fees, expected to be rendered during that year by the independent registered public accounting firm.

In addition, the Audit Committee requires pre-approval of all audit and permissible non-audit services provided by the company’s independent auditors, pursuant to a pre-approval policy adopted by the committee. The term of pre-approval is 12 months, unless the Audit Committee specifically provides for a different period. A detailed written description of the specific audit, audit-related, tax and other services that have been pre-approved, including specific monetary limits, is required. The Audit Committee may also pre-approve particular services and fees on a case-by-case basis. Management and the independent auditors are required to report at least quarterly to the Audit Committee regarding the actual services, and fees paid for such services, compared to the services and fees that were pre-approved in accordance with this policy.

~~All audit and permissible non-audit services provided by the independent auditors during~~ ~~2017~~ ~~and~~ ~~2016~~ ~~were pre-approved by the Audit Committee.~~

~~PROPOSAL 1: ELECTION OF DIRECTORS~~

~~Board of Directors~~

The board has nominated all of the 11 current directors for re-election as directors. The nominees are: John W. Ballantine, Rodney L. Brown, Jr., Jack E. Davis, David A. Dietzler, Kirby A. Dyess, Mark B. Ganz, Kathryn J. Jackson, Neil J. Nelson, M. Lee Pelton, Maria M. Pope and Charles W. Shivery. This slate of nominees satisfies the New York Stock Exchange listing standards for board composition and majority director independence. See the section above entitled “Corporate Governance - Director Independence” for further details regarding director independence.

leadership development. All of our directors are elected annually by shareholders. Directors hold office until their successors are elected and qualified, or until their earlier death, resignation or removal. Our bylaws provide that the Board of Directors may determine the size of the board. Effective April 26, 2014, the board has set the size of the board at 11 directors. At the annual meeting, proxies cannot be voted for a greater number of individuals than the number of nominees named in this proxy statement.

~~All of the~~ nominees have ~~agreed~~a reputation for integrity, honesty and adherence to ~~serve if elected.~~ high ethical standards.

If any director is unable to stand for election, the board may reduce the number of directors or designate a substitute. If the board designates a substitute, shares represented by proxies will be voted for the substitute director. WeAll of our nominees have agreed to serve if elected and we do not expect that any nominee will be unavailable or unwilling to serve.

The board’s slate of nominees satisfies the New York Stock Exchange (“NYSE”) listing standards for board composition and majority director independence. See the section below entitled “Director Independence” for more information about director independence.

Director Nominees

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated an ability to exercise sound judgment, as well as a commitment of service to the company and the board.



	John W. Ballantine, age ~~72,~~73, director since February 2004; ~~Chairman~~member of the Finance Committee and ~~member~~ of the Compensation and Human Resources ~~Committee.~~Committee
	Background.Mr. Ballantine has been an active, self-employed private investor since 1998, when he retired from First Chicago NBD Corporation, where he had most recently served as Executive Vice President and Chief Risk Management Officer. During his 28-year career with First Chicago, Mr. Ballantine was responsible for international banking operations, New York operations, Latin American banking, corporate planning, U.S. financial institutions business, and a variety of trust operations. Mr. Ballantine ~~also serves as a director of Deutsche Funds, as~~is a member of the ~~audit committee and the investment oversight committee~~board of ~~Deutsche~~directors of DWS Funds, ~~and~~where he serves as chair of the ~~contract committee~~Contract Committee. He is a past director of ~~Deutsche Funds. We believe that~~ other public companies, including Healthways Inc., where he served as Chairman of the Board from May 2011 to June 2014. Qualifications. Mr. Ballantine’s qualifications to serve on our board include his extensive experience in finance and risk management, his experience in various executive and leadership roles for First Chicago NBD Corporation, as well as his experience on the boards of other companies. Mr. Ballantine’s expertise in finance and risk management is of great value to the board, given the company’s significant ~~ongoing and anticipated~~ capital programs and ~~the company’s~~ focus on enterprise risk management.



	Rodney L. Brown, Jr., age ~~62,~~63, director since February 2007; member of the Nominating and Corporate Governance Committee and the Finance ~~Committee.~~Committee
	Background. Mr. Brown is a founding partner of Cascadia Law Group PLLC, a Seattle, Washington law firm that specializes in environmental law in the Pacific Northwest. He is the principal author of Washington’s Superfund law, the Model Toxics Control Act, and has worked for years to reform and improve the environmental regulatory system. From 1992 to 1996, Mr. Brown was a Managing Partner at the Seattle office of Morrison & Foerster, LLP, a large international law firm. ~~We believe that~~ Qualifications. Mr. Brown’s qualifications to serve on our board include his experience as an environmental lawyer, his extensive knowledge of environmental laws and regulations, ~~to which the company is subject,~~ his ~~general~~ knowledge of government and public affairs, and his experience as a management consultant for organizations handling large infrastructure projects and projects with challenging environmental issues.



	Jack E. Davis, age ~~71,~~72, director since June 2012; ~~Chairman of the Board of Directors~~Chair and member of the Nominating and Corporate Governance ~~Committee.~~Committee
	Background. Mr. Davis served as Chief Executive Officer of Arizona Public Service Company (“APS”), Arizona’s largest electricity provider, from September 2002 until his retirement in March 2008, and as President of APS from October 1998 to October 2007. Mr. Davis also served as President and Chief Operating Officer of Pinnacle West Capital Corporation (”Pinnacle West”) from September 2003 to March 2008 and as a director of Pinnacle West from January 2001 to March 2008 and a director of APS from October 1998 to May 2008. Pinnacle West is the parent company of APS. During his 35 years at APS, Mr. Davis held executive and management positions in various areas of the company, including commercial operations, generation and transmission, customer service, and power operations. Mr. Davis also served as President and Chief Operating Officer of Pinnacle West Capital Corporation (”Pinnacle West”), the parent company of APS, from September 2003 to March 2008. He served as a director of APS from October 1998 to May 2008, and a director of Pinnacle West from January 2001 to March 2008. Mr. Davis has also served on the boards of the Edison Electric Institute and the National Electric Reliability ~~Council. He also served~~Council, and as ~~Chairman~~Chair of the Western Systems Coordinating ~~Council in 2000. We believe that~~Council. Qualifications. Mr. Davis’ qualifications to serve on our board include his ~~extensive~~in-depth knowledge of the utility industry, including utility regulation, line and generation operations, and safety and environmental matters, his extensive leadership experience ~~as Chief Executive Officer,~~gained in senior executive ~~and director of~~positions at APS and Pinnacle West, and his knowledge and experience ~~as President, Chief Operating Officer, senior executive and director of Pinnacle West.~~from serving on other public company boards.



	~~David A. Dietzler, age 74, director since January 2006; member of the Audit Committee and the Nominating and Corporate Governance Committee.~~
	~~Mr. Dietzler~~ was a certified public accountant for over 40 years and retired as a partner of KPMG LLP, a public accounting firm, in 2005. During his last 10 years with KPMG LLP he served in both administrative and client service roles, which included serving on the firm’s board of directors, including the governance, nominating, and board process and evaluation committee, and was the Pacific Northwest partner in charge of the Audit Practice for KPMG’s offices in Anchorage, Boise, Billings, Portland, Salt Lake City, and Seattle, as well as the Managing Partner of the Portland office. Mr. Dietzler has served on the boards of Columbia Banking System, Inc. and Columbia State Bank since April 2013 and also serves as chair on the audit committee of each of those boards. Mr. Dietzler served on the board of directors of West Coast Bancorp and as chair of the audit committee from January 2012 to April 2013 when West Coast Bancorp was acquired by Columbia Banking System, Inc. We believe that Mr. Dietzler’s qualifications to serve on our board include his 37 years of experience auditing public companies and working with audit committees of public companies, his experience as a director of KPMG LLP, his knowledge of Securities and Exchange Commission filing requirements, financial reporting, internal control and compliance requirements, and the experience he acquired through his leadership roles for the Pacific Northwest offices of KPMG.



	Kirby A. Dyess, age ~~71,~~72, director since June 2009; Chair of the Compensation and Human Resources Committee and member of the Audit ~~Committee.~~Committee
	Background. Ms. Dyessis a principal in Austin Capital Management LLC, where she evaluates, invests in, and assists early stage companies in the Pacific Northwest. In addition, she serves on the board of Itron, Inc. She has served on the audit committees of Itron, Inc. and Menasha Corporation, the governance committees of Merix Corporation, Itron, Inc., Viasystems Group, Inc. and Menasha Corporation, and as chair of the compensation committees of Viasystems Group, Inc. and Itron, Inc. She also serves as chair of the board of directors of Prolifiq Software, a provider of sales content management and compliance software, as a member of the board of Compli, a provider of workforce compliance management software, and as a member of the board of the Oregon Community Foundation. Prior to forming Austin Capital Management LLC in 2003, Ms. Dyess spent 23 years in various executive and management positions at Intel Corporation, most recently serving as Corporate Vice President of Intel Corporation from 1994 to 2002. Her previous assignments included Director of Intel Capital Operations from June 2001 to December 2002, Director of Strategic Acquisitions/New Business Development from November 1996 to June 2001, and Director of Worldwide Human Resources from January 1993 to November 1996. ~~We believe that~~ She is also currently a member of the boards of Prolifiq Software and the Oregon Community Foundation. She has previously served on the boards of directors of Itron, Inc., Compli, Menasha Corporation, Merix Corporation, and Viasystems Group, Inc. Qualifications. Ms. Dyess’ qualifications to serve on our board include the experience she acquired during her career at Intel Corporation in the areas of risk management, human resources, operations, government relations, mergers and acquisitions, sales and marketing, information technology, and the initiation of start-up businesses, and her extensive experience serving on boards of other companies.



	Mark B. Ganz, age ~~57,~~58, director since January 2006; member of the Audit Committee and the Compensation and Human Resources ~~Committee.~~Committee
	Background. Mr. Ganzhas served since 2003 as ~~president~~President and since 2004 as ~~president~~President and ~~chief executive officer~~Chief Executive Officer of Cambia Health Solutions, Inc. (“Cambia”), a parent corporation of 22 companies offering products and services across the U.S. in the health care sector - including BlueCross and BlueShield licensed health plans in four states - to individuals and families, health care providers and employers. Cambia Health Solutions, Inc.’s family of companies range from software and mobile applications, advanced data analytics, precision medicine, health care marketplaces, non-traditional health care delivery models, health insurance, life insurance, pharmacy benefit management, and wellness. The Cambia Foundation, of which Mr. Ganz is a founder and director, is a nationally recognized leader and innovator in the field of Palliative Care in the U.S.sector. Mr. Ganz has ~~been~~held various positions with Cambia, ~~Health Solutions, Inc. since 1992, holding various positions,~~ including ~~president and chief operating officer,~~ chief legal officer, ~~and~~ corporate secretary, and chief compliance officer. Mr. Ganz ~~also serves on~~is a member of the ~~board~~boards of directors of ~~Cambia Health Solutions, Inc. and~~Cambia; Echo Health Ventures, a joint venture between Cambia and BlueCross BlueShield of North ~~Carolina. In addition, Mr. Ganz serves as council president of~~Carolina; the ~~Boy Scouts of America Cascade-Pacific Council~~Oregon Business Council; Greater Portland Inc, a regional economic development corporation; Blue Cross and ~~is past-chair of~~Blue Shield Association; America’s Health Insurance ~~Plans. He serves on the~~Plans (where he previously served as board and executive committee of Oregon Business Council and Greater Portland Inc., the regional economic development corporation. He also serves on the boards of the BlueCross and BlueShield Association andchair); the Western Conference of Prepaid Health ~~Plans,~~Plans; and ~~on the Board of Regents of~~ the University of ~~Portland. He serves on the advisory board~~Portland Board of ~~the USC Schaeffer School of Public Policy and is a member of the National Academies of Science, Medicine and Engineering Roundtable on Quality Care for People with Serious Illness.~~ Regents. Qualifications~~We believe that~~ . Mr. ~~Ganz’~~Ganz’s qualifications to serve on our board include his experience overseeing multiple companies within a large diversified corporate group, his knowledge of health care as a regulated industry, his experience in various executive roles, his 29 years of experience in the practice of corporate and regulatory law, and his expertise in executive compensation and compensation structures, corporate governance, and ethics and compliance programs.



	Kathryn J. Jackson, Ph.D.~~, Ph.D.~~, age ~~60,~~61, director since April 2014; member of the Finance Committee and Compensation and Human Resources ~~Committee.~~Committee
	Background.Dr. Jackson has served since January 2016 as the Director of Energy and Technology Consulting at KeySource, Inc., where she provides consulting services to clients in business growth, technology development and energy services. In addition, she has served since July 2015 as a director of Hydro One Inc., an electricity transmission and distribution company serving the Province of Ontario, Canada, and since January 1, 2017 as a director of Cameco Corporation - one of the world’s largest uranium producers, headquartered in Saskatchewan, Canada. From April 2017 to October 2017, Dr. Jackson served as a director of Rice Energy, Inc., a company engaged in the acquisition, exploration and development of natural gas and oil properties. Dr. Jackson previously served as Chief Technology Officer and Senior Vice President at RTI International Metals, Inc. from June 2014 to July 2015, where she was responsible for global research and technology development, technology strategy, and development of alloys and manufacturing processes, including 3D printing and powder metallurgy. Prior to joining RTI International Metals, Inc., Dr. Jackson served2015; as the Chief Technology Officer and Senior Vice President of Research & Technology at Westinghouse Electric Company, LLC ~~a nuclear energy company,~~ from 2009 to ~~June 2014~~2014; and as the Vice President of Strategy, Research & Technology from 2008 to 2009. Prior to joining Westinghouse Electric Company, LLC, Dr. Jackson worked for 17 years at the Tennessee Valley Authority, where she held various executive positions. ~~From 2008 to April~~She is a current director of ~~2014, Dr. Jackson~~Cameco Corporation and has previously served ~~on the board~~as a director of ~~directors of~~Hydro One Inc., Rice Energy, Inc., and the Independent System Operator of New England, the grid system operator for the six New England states, where she served as Chair of the board of directors, Chair of the compensation and human resources committee and a member of the system planning and reliability committee. Dr. Jackson serves on the Electricity Industry Center Advisory Board at Carnegie Mellon University, the Carnegie Mellon University Engineering School Dean’s Advisory Board, the Electricity Institute Advisory Board at the University of Pittsburgh, and the Industry Advisory Board at Oregon State University School of Mechanical, Industrial, and Manufacturing Engineering. Dr. Jackson holds a Ph.D. in Engineering and Public Policy from Carnegie Mellon University. We believe thatEngland. Qualifications. Dr. Jackson’s qualifications to serve on our board include her ~~extensive~~ background in engineering, her experience in senior executive roles ~~at Westinghouse Electric Company, LLC~~ and ~~the Tennessee Valley Authority, her experience serving on~~as a member of the board of the Independent System Operator of New England, and her knowledge and experience ~~with~~in the areas of technology, large capital projects, contracts and vendor negotiations, ~~her experience with~~ generation facilities and energy trading operations, ~~her experience in~~ research and development ~~across a broad range of~~on utility assets and systems, and ~~her experience in the areas of~~ environmental health and safety.



	Michael H. Millegan, age 60, director since January 2019; member of the Audit Committee and the Finance Committee
	Background. Mr. Millegan is the founder and Chief Executive Officer of Millegan Advisory Group-3, where he advises early-stage companies on strategy that drives technology innovation and shareholder value. Previously, he held a variety of executive leadership and management positions within Verizon, where he led large-scale and large-scope business units. As president of Verizon Global Wholesale Group, he was responsible for $11 billion in sales revenue, 13,000 employees and $1 billion in annual capital spending. He is a director of Wireless Technology Group and a strategic advisor and investor in Windpact, Inc. Qualifications. Mr. Millegan’s qualifications to serve on our board include his experience overseeing significant business units within a large corporate group, his experience in various executive and management roles, and his background in operations in a regulated industry, global sales and marketing, digital media platforms, network infrastructure deployment, cloud computing, cybersecurity, and supply chain management and operations. .



	Neil J. Nelson, age ~~59,~~60, director since October 2006; Chair of the Audit Committee and member of the Compensation and Human Resources ~~Committee.~~Committee
	Background. Mr. Nelsonhas served as President of Siltronic Corporation, a global leader in the market for hyperpure silicon wafers and a partner to many top-tier chip manufacturers, since July 2003. He previously served as Vice President of Operations of Siltronic from 2000 to 2003. ~~From 1987 to 2000, he served in various positions with Mitsubishi Silicon America.~~ Mr. Nelson ~~also serves on~~is a member of the board of directors ~~and the compensation committee~~ of Siltronic Corporation. ~~We believe that~~ Mr. Nelson has also served as Chair and Vice Chair of Oregon Business and Industry (formerly Associated Oregon Industries). Qualifications. Mr. Nelson’s qualifications to serve on our board include his experience in overseeing company-wide and divisional operations for Siltronic Corporation and divisional operations for Mitsubishi Silicon America, his experience in overseeing manufacturing operations at the department, division and company-wide levels, his experience in risk oversight and environmental issues, his experience overseeing safety systems and the financial reporting process for Siltronic Corporation, and his experience in developing and overseeing compensation ~~programs over the past 15 years for Siltronic Corporation and, prior to that, for Mitsubishi Silicon America.~~programs.



	M. Lee Pelton, Ph.D., ~~Ph.D.,~~ age ~~67,~~68, director since January 2006; Chair of the Nominating and Corporate Governance Committee and member of the Finance ~~Committee.~~Committee
	Background.Dr. Peltonhas served as President of Emerson College in Boston, Massachusetts since July 2011. ~~From July 1999~~Prior to ~~July 2011, he~~joining Emerson College, Dr. Pelton served as President of Willamette University in Salem, ~~Oregon. From 1991 until 1998, he was~~Oregon from July 1999 to July 2011, and as Dean of Dartmouth ~~College.~~College from 1991 until 1998. Prior to 1991, he held faculty and administrative posts at Colgate University and Harvard University. Dr. Pelton ~~also served on the board of directors~~is a past director of PLATO Learning, Inc. ~~from March 2007 to May 2010 and on the compensation and audit committees of PLATO Learning, Inc. We believe that~~ Qualifications. Dr. Pelton’s qualifications to serve on our board include his experience in leadership positions at several universities, his connections to the academic community, his knowledge in the area of university relations and collaborations, his experience serving on boards of other companies, and the unique perspective he brings to various issues considered by the board as a result of his academic background and accomplishments.



	Maria M. Pope, age ~~53,~~54, director since January 1, ~~2018.~~2018
	Background. Ms. Pope is President and Chief Executive Officer of Portland General Electric Company. She was appointed President on October 1, 2017 and Chief Executive Officer on January 1, 2018. She previously served from March 2013 to October 2017 as Senior Vice President of Power Supply, Operations and Resource Strategy, overseeing PGE's generation plants, energy supply portfolio, and long-term resource strategy. Ms. Pope joined PGE in 2009 as Senior Vice President of Finance, Chief Financial Officer and Treasurer. She served on PGE’s Board of Directors from 2006 to 2008. ~~Ms. Pope also serves on the board of directors of Umpqua Holdings Corporation and Pope Resources, LP.~~ Prior to joining PGE, she served as Chief Financial Officer for Mentor Graphics Corporation and ~~served in~~held senior operating and finance positions within the forest products and consumer products industries. She began her career in banking with Morgan Stanley. ~~We believe that~~ Ms. Pope also currently serves on the board of directors of Umpqua Holdings Corporation, and Pope Resources, LP., as well as the Edison Electric Institute, the Oregon Business Council, and the Oregon Global Warming Commission. She is a past director of TimberWest Forest Corp., Premera Blue Cross, the Oregon Health Science University governing board, the Oregon Symphony and the Council of Forest Industries. Qualifications. Ms. Pope’s qualifications to serve on our board include her current role as President and Chief Executive ~~Officer of the company;~~Officer; her extensive knowledge of the company and the utility industry; her diverse leadership ~~and business management experience with the company; her~~ experience in ~~finance through her past roles as Chief Financial Officer of three publicly traded companies~~business and past chair of the audit committees of TimberWest Forest Corp., Premera Blue Cross and the Oregon Health & Sciences University; her civic activities as the past chair of the Oregon Health & Sciences University governing board, the Oregon Symphony and the Council of Forest Industries;financial roles; and her ~~experience in governance through her service on public, private~~corporate and ~~advisory boards.~~civic board experience.



	Charles W. Shivery, age ~~72,~~73, director since February 2014; Chair of the Finance Committee and member of the Audit Committee ~~and the Finance Committee.~~
	Background. Mr. Shivery served as Chairman, President and Chief Executive Officer of Northeast Utilities, New England’s largest utility system, from March 2004 until his retirement in April 2012 following the completion of the merger between Northeast Utilities and NSTAR. Following his retirement, he served as ~~Chairman~~chairman of the ~~Board of Trustees~~board of Northeast Utilities from April 2012 to October 2013, and as a member of the ~~Board of Trustees~~board from October 2013 to May 2014. From 2007 to 2012, Mr. Shivery also served as ~~Chairman~~chairman of the boards of several wholly-owned subsidiaries of Northeast Utilities, including The Connecticut Light and Power Company, Public Service Company of New Hampshire, Western Massachusetts Electric Company, and Yankee Gas Services Company. Prior to joining Northeast Utilities in 2002, Mr. Shivery worked for 29 years at Constellation Energy Group, Inc. and its wholly-owned subsidiary, Baltimore Gas & Electric Company, where he served in various executive positions, including Co-President of Constellation Energy Group. From July 2009 to April 2018, Mr. Shivery isserved as a director of Webster Financial ~~Corporation and is chair of the compensation committee and a member of the executive committee. We believe that~~ Corporation. Qualifications. Mr. Shivery’s qualifications to serve on our board include his extensive knowledge of utility finance and operations, including safety and environmental programs, based on his nearly 40 years of experience in the utility industry, ~~including policy-making level director and executive officer positions while employed at Constellation Energy Group, Inc. and Northeast Utilities,~~ and his senior management level experience in capital, ~~and~~ financial ~~markets~~ and credit markets throughout his career at Constellation Energy and Northeast Utilities.

Directors are elected by a majority of the votes cast at the annual meeting. Election by a majority means that a director nominee is elected if the number of votes cast “FOR” such director nominee exceeds the number of votes cast “AGAINST” such director ~~nominee, provided that~~nominee. If a director fails to receive a majority of ~~the outstanding shares of common stock entitled to vote at the annual meeting are present in person~~“FOR” votes, he or ~~represented by proxy at the annual meeting.~~she must tender his or her resignation. See “Director Resignation Policy” on page 12.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS.~~The Board of Directors unanimously recommends a vote “for” each nominee for election to the Board of Directors.

~~PROPOSAL~~

Proposal 2: ~~RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Ratification of the Appointment of Independent Registered Accounting Firm

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm to audit the consolidated financial statements of PGE and its subsidiaries for the fiscal year ending December 31, ~~2018~~2019 and to audit the effectiveness of the company’s internal control over financial reporting as of December 31, ~~2018.~~2019.

The Audit Committee carefully considered the firm’s qualifications as an independent registered public accounting firm. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, the issues raised by the most recent quality control review, the coordination of the firm’s efforts with our internal audit department and its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review also included matters required to be considered under the rules of the Securities and Exchange ~~Commission’s rules~~Commission (“SEC”) and the Public Company Accounting Oversight Board (“PCAOB”) on auditor independence, including the nature and extent of non-audit services, to ensure that the provision of those services will not impair the independence of the auditors. The Audit Committee expressed its satisfaction with Deloitte in all of these respects.

Under ~~New York Stock Exchange~~NYSE and ~~Securities and Exchange Commission~~SEC rules, and the Audit Committee Charter, the Audit Committee is directly responsible for the selection, appointment, compensation, and oversight of the company’s independent registered public accounting firm and is not required to submit this appointment to a vote of the shareholders. The Board of Directors, however, considers the appointment of the independent registered public accounting firm to be an important matter of shareholder concern and is submitting the appointment of Deloitte for ratification by the shareholders as a matter of good corporate practice. One or more representatives of Deloitte are expected to be present at the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders. In the event that our shareholders fail to ratify the appointment, it will be considered as a direction to the Audit Committee to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and its shareholders.

Ratification of the appointment of Deloitte as the company’s independent registered public accounting firm will require that ~~a majority of the outstanding shares of common stock entitled to vote at the annual meeting be present in person or represented by proxy at the annual meeting, and that~~ the number of votes cast in favor of this proposal exceeds the number of votes cast against this proposal.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE~~The Board of Directors unanimously recommends a vote “for” the ratification of the appointment of Deloitte & ~~TOUCHE~~Touche LLP ~~AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.~~as the Company’s independent registered public accounting firm.

~~PROPOSAL~~

Proposal 3: ~~NON-BINDING ADVISORY VOTE ON APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS~~Advisory Vote on Executive Compensation

As described in detail in the Compensation Discussion and Analysis section of this proxy statement, our executive compensation programs are designed to attract and retain our ~~named~~ executive officers and to provide them with incentives to advance the interests of our key stakeholders, which include our customers, our shareholders, our employees, and the communities we serve. ~~In designing these programs, we focus on the following principles:~~

~~PERFORMANCE BASED PAY~~

~~A significant portion of our executives’ pay should vary based on performance relative to key stakeholder interests;~~

~~Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance; and~~

~~Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.~~

~~REASONABLE, COMPETITIVE PAY~~

Executive pay should be competitive, but other considerations, such as individual qualifications, corporate performance and internal pay equity should also play a role in determining executive compensation.

~~SOUND GOVERNANCE AND COMPENSATION PRACTICES~~

In the Compensation Discussion and Analysis, under the heading “Executive Summary” (which begins on page 30), we highlight features of our compensation program that we believe reflect sound governance and compensation practices. We urge shareholders, in considering their vote, to review these features and to read the entire Compensation Discussion and Analysis, appearing on pages 30 to 44 of this proxy statement, which describes in more detail how the company’s executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the 2017 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 45 to 55 of this proxy statement, which provide detailed information on the compensation of our named executive officers. Our Compensation and Human Resources Committee and our Board of Directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our compensation objectives.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement by voting to approve the resolution set forth below. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the annual meeting:

“RESOLVED, that the shareholders of the Portland General Electric Company (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the ~~2017~~2018 Summary Compensation Table and the other related tables and disclosure in the proxy statement for the Company’s ~~2018~~2019 Annual Meeting of Shareholders.”

Approval of this proposal will require ~~that a majority of the outstanding shares of common stock entitled to vote at the annual meeting be present in person or represented by proxy at the annual meeting, and~~ that the number of votes cast in favor of this proposal exceeds the number of votes cast against this proposal.

The vote on this proposal is advisory, and therefore not binding on the company, the Compensation and Human Resources Committee or the Board of Directors. However, we value the opinions of our shareholders and to the extent there is a significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation and Human Resources Committee will evaluate whether any actions are necessary to address those concerns.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.~~The Board of Directors unanimously recommends a vote “for” the approval of the compensation of our named executive officers, as disclosed in this proxy statement.

~~PROPOSAL 4: APPROVAL OF STOCK INCENTIVE PLAN~~Corporate Governance

Board of Directors

BOARD GOVERNANCE OVERVIEW

Our company is governed by our Board of Directors and committees of the Board of Directors that meet throughout the year. The board’s goal is to build long-term value for the company’s shareholders and to ensure the vitality of the company for its customers, employees and the other individuals and organizations who depend on the company. To achieve these goals the board advises management on the development of company strategy and provides oversight of the company’s performance in relation to its strategic plan.

Our board is committed to sound governance practices and has adopted Corporate Governance Guidelines to establish the governance framework for the management of the company. Our Corporate Governance Guidelines address, among other matters, the role of our board, board membership criteria, director retirement policies, director independence criteria, director and officer stock ownership requirements, board committees, and leadership development. In addition to our Corporate Governance Guidelines, the Board of Directors has adopted the following documents to establish our governance policies and practices:

Code of Business Ethics and Conduct;

Board Committee charters;

Related Person Transactions Policy;

Process for Handling Communications to the Board of Directors and Board Committees; and

Code of Ethics for Chief Executive and Senior Financial Officers.

These documents are published under the “Corporate Governance” section of our website at www.investors.portlandgeneral.com and are available in print to shareholders, without charge, upon request to Portland General Electric Company at its principal executive offices at 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary.

BOARD LEADERSHIP STRUCTURE

We separate the roles of Chief Executive Officer and Chair of the Board of Directors in recognition of the differences between the two roles. The Chief Executive Officer is responsible for developing and implementing our strategic direction and providing day-to-day leadership of the company. Our Chair provides leadership to the board in approving the company’s strategic direction and advising and overseeing management in its execution of our strategy. Our Chair also provides leadership in defining the board’s structure and activities in the fulfillment of its responsibilities, sets the board meeting agendas with board and management input, and presides over meetings of the Board of Directors and shareholders. While our bylaws and Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, the board believes that having separate positions and having an independent outside director serve as Chair is the appropriate leadership structure for the company at this time. Jack E. Davis, our current Chair, is an independent director as defined in the NYSE listing standards and the company’s Categorical Standards for Determination of Director Independence.

SELECTION OF CANDIDATES FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the board for election as directors. Board nominees are identified through a retained search firm, suggestions from current directors and shareholders, and through other methods including self-nominations. For example, our newest director, Michael H. Millegan, was recommended by a third-party search firm prior to his nomination and election to the Board of Directors.

The committee believes it is important that the board represent a diversity of backgrounds and experience, including gender and racial diversity. In addition to considering a nominee’s contribution to the balance of skills and perspectives on the board, the committee considers a variety of criteria for board membership, including:

Demonstration of significant accomplishment in a candidate’s field;

Ability to make a meaningful contribution to the board's oversight of the business and affairs of the company;

Reputation for honesty and ethical conduct in a candidate’s personal and professional activities;

Relevant background and knowledge in the utility industry, including knowledge of safety and environmental issues;

Experience and skills in areas important to the operation of the company; and

Business judgment, time availability, including the number of other boards of public companies on which a nominee serves, and potential conflicts of interest.

In accordance with our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders, taking into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating and Corporate Governance Committee, a shareholder must submit the recommendation in writing and must include the following information:

The shareholder’s name and evidence of ownership of PGE common stock, including the number of shares owned and the length of time of ownership; and

The shareholder recommendation and information described above must be sent to the Chair of the Nominating and Corporate Governance Committee, in care of our Corporate Secretary, at Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204.

The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder or identified in some other manner. Once a person has been identified by the Nominating and Corporate Governance Committee as a candidate, the committee may collect and review publicly available information to assess whether the person should be considered further. If the committee determines that the person warrants further consideration, the committee chair or another member of the committee will contact the person. Generally, if the person expresses a willingness to be a candidate and to serve on the board, the Nominating and Corporate Governance Committee may request information from the candidate, review the candidate’s accomplishments and qualifications, and compare them to the accomplishments and qualifications of any other candidates under consideration. The committee may also choose to interview the candidate. In certain instances, committee members may contact a candidate’s references or contact individuals with greater first-hand knowledge of the candidate’s accomplishments.

DIRECTOR RESIGNATION POLICY

The Company has adopted a director resignation policy, which is described in our Corporate Governance Guidelines. Under the policy, any director nominee who fails to receive a majority vote in an uncontested election is expected to tender his or her resignation within five days following the certification of the election results. The Nominating and Corporate Governance Committee will consider the offer of resignation and, within 45 days following the date of the election of directors, recommend to the board whether to accept or reject the offer of resignation. The committee will base its decision on factors the committee deems relevant, including the stated reason or reasons why shareholders voted against the director’s reelection and whether the director’s resignation from the board would be in the best interests of the company and its shareholders. The board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days after the date of the shareholders’ meeting at which the election of directors occurred. A director who was required to tender his or her resignation may not participate in the deliberations or decision regarding his or her offer of resignation. Within four business days after the board’s decision with respect to an offer of resignation, the Company will publicly disclose the board’s decision and, if applicable, reasons for rejecting the offer of resignation, in a Form 8-K filed with the SEC.

DIRECTOR INDEPENDENCE

For a director to be considered independent under the NYSE corporate governance listing standards, the Board of Directors must affirmatively determine that the director does not have any direct or indirect material relationship with the company, including any of the relationships specifically proscribed by the NYSE independence standards. The board considers all relevant facts and circumstances in making its independence determinations. Only independent directors may serve on our Audit Committee, Compensation and Human Resources Committee, and Nominating and Corporate Governance Committee.

In addition to complying with NYSE independence standards, our Board of Directors has adopted a formal set of categorical standards with respect to the determination of director independence. Under our Categorical Standards for Determination of Director Independence, a director must be determined to have no material relationship with the company other than as a director. These standards specify the criteria by which the independence of our directors will be determined, including guidelines for directors and their immediate families with respect to past employment or affiliation with the company, its customers or its independent registered public accounting firm. The standards also restrict commercial and not-for-profit relationships with the company, and prohibit Audit Committee members from having any accounting, consulting, legal, investment banking or financial advisory relationships with the company. Directors may not be given personal loans or extensions of credit by the company, and all directors are required to deal at arm’s length with the company and its subsidiaries, and to disclose any circumstance that may result in the director no longer being considered independent. The full text of our Categorical Standards for Determination of Director Independence is published as an addendum to our Corporate Governance Guidelines, which are available under the “Corporate Governance” section of our website at www.investors.portlandgeneral.com.

the board considered Mark B. Ganz’ position as President and Chief Executive Officer and a director of Cambia Health Solutions, Inc. (“Cambia”) and Cambia’s business relationship with the company during the last three fiscal years. PGE and Local Union No. 125 of the International Brotherhood of Electrical Workers have established a trust that is partly funded by PGE to provide health and welfare benefits to employees and retirees who are covered by one of the collective bargaining agreements between PGE and the union. By action of the Board of Trustees that administers the trust, the trust engaged Regence BlueCross BlueShield of Oregon, a subsidiary of Cambia, to provide health products and services. The board also considered whether there were charitable contributions to not-for-profit organizations for which a director or an immediate family member of a director serves as a board member or executive officer. In addition, the board considered that in the ordinary course of our business we provide electricity to some directors and entities with which they are affiliated on the same terms and conditions as provided to other customers of the company.

As a result of this review, the board affirmatively determined that the following directors nominated for election at the annual meeting are independent under the NYSE listing standards and our independence standards: John W. Ballantine, Rodney L. Brown, Jr., Jack E. Davis, Kirby A. Dyess, Mark B. Ganz, Kathryn J. Jackson, Michael H. Millegan, Neil J. Nelson, M. Lee Pelton and Charles W. Shivery. Also, the board previously determined that David A. Dietzler was independent under the NYSE

listing standards and our independence standards.

The board determined that Maria M. Pope is not independent because of her employment as the company’s President and Chief Executive Officer.

BOARD OVERSIGHT OF RISK

The Board of Directors is responsible for overseeing the company’s Enterprise Risk Management Program, with particular emphasis on the most significant risks facing the company. Day-to-day management of risks is the responsibility of management. To fulfill its responsibilities in this area, management has established an Executive Risk Committee, whose responsibilities include the following:

Guiding and supporting the Enterprise Risk Management Program strategy and framework;

Overseeing and ensuring the adequacy of the Company's risk governance structure;

Guiding and supporting a risk intelligent approach to decision-making, an open dialogue concerning risk, and a culture of accountability for managing risk;

Overseeing the execution of the risk management process, including the identification and assessment of the Company's risks;

Overseeing and directing risk monitoring activities;

Providing support and oversight of the collection, storage, and reporting of risk data; and

Assisting the Board of Directors in fulfilling its risk oversight duties and responsibilities.

The Executive Risk Committee is aided in its work by various subcommittees, including a Risk Panel, which is responsible for executing an annual corporate-wide risk assessment, the results of which are used to establish goals and priorities for the next year.

The role of the Board of Directors in the company’s risk oversight process includes receiving regular reports from management on areas of material risk, including operational, safety, environmental, financial, legal, regulatory, and strategic risks. These reports provide insight on the material risks faced by the company and help the board understand and provide input regarding the company’s risk management framework and risk mitigation strategies and processes.

While the board has ultimate responsibility for oversight of risk management, various committees of the board assist it in fulfilling its oversight responsibilities for certain areas of risk:

The Audit Committee oversees risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The committee assists the board in fulfilling its risk management oversight responsibilities by reviewing a variety of reports, including an annual report on the company’s environmental risk mitigation program, and quarterly reports from the company’s Internal Audit department, subcommittees of the company’s Executive Risk Committee, and other members of the management team.

The Compensation and Human Resources Committee is responsible for overseeing the management of risks arising from the company’s compensation and human resources policies and programs. The committee has engaged its independent compensation consultant to perform an annual review of risks associated with the company’s incentive compensation plans and practices. The committee also receives reports from management at least annually on the company’s safety, workforce management, pay equity, and diversity and inclusion programs and results.

The Nominating and Corporate Governance Committee assists the board in overseeing the management of risks associated with board organization, membership, and structure; succession planning for directors; and corporate governance.

The Finance Committee assists the board in overseeing the management of risks associated with the company’s power operations and energy trading, capital projects, finance activities, credit and liquidity, and benefit plan investments.

BOARD MEETINGS

Directors are expected to attend all board meetings and meetings of committees on which they serve, as well as the annual shareholders’ meeting. During 2018, each director attended all of the meetings of the Board of Directors and meetings held by all committees on which the director served. All of the directors also attended the 2018 annual meeting of shareholders. There were four meetings of the Board of Directors in 2018.

Under our Corporate Governance Guidelines, the non-management directors must meet in executive session without management at least quarterly. The Chair of the board presides over these executive sessions. The non-management directors met in executive session four times in 2018, generally at the end of each regular quarterly board meeting. In the event that the non-management directors include directors who are not independent under the NYSE listing standards, our Corporate Governance Guidelines require the independent directors to meet separately in executive session at least once a year. Throughout 2018, all of our non-management directors were independent under the NYSE listing standards. Accordingly, the four meetings of our non-management directors in 2018 also constituted meetings of our independent directors.

Board Committees

STANDING COMMITTEES AND COMMITTEE MEMBERSHIP

The Board of Directors has four standing committees:

the Audit Committee,

the Nominating and Corporate Governance Committee,

the Compensation and Human Resources Committee, and

the Finance Committee.

Current copies of the charters for each of these committees are available under the “Corporate Governance” section of our website at www.investors.portlandgeneral.com. The Board of Directors has determined that each of the members of these four committees is an independent director under the New York Stock Exchange listing standards.

The table below provides membership information for each of these standing committees as of March 1, 2019.



Name	Audit Committee	Nominating and Corporate Governance Committee	Compensation and Human Resources Committee	Finance Committee
John W. Ballantine			ü	ü
Rodney L. Brown, Jr.		ü		ü
Jack E. Davis		ü
David A. Dietzler	ü	ü
Kirby A. Dyess	ü		Chair
Mark B. Ganz	ü		ü
Kathryn J. Jackson			ü	ü
Michael H. Millegan	ü			ü
Neil J. Nelson	Chair		ü
M. Lee Pelton		Chair		ü
Charles W. Shivery	ü			Chair

AUDIT COMMITTEE

The Audit Committee met four times in 2018. Under the terms of its charter, the Audit Committee must meet at least once each quarter. The committee regularly meets separately with management, our internal auditor and our independent registered public accounting firm. The responsibilities of the committee include:

Retaining our independent registered public accounting firm;

Evaluating the qualifications, independence and performance of our independent registered public accounting firm;

Overseeing matters involving accounting, auditing, financial reporting, and internal control functions, including the integrity of our financial statements and internal controls;

Approving audit and permissible non-audit service engagements to be undertaken by our independent registered public accounting firm through the pre-approval policies and procedures adopted by the committee;

Reviewing the performance of our internal audit function;

Reviewing the company’s annual and quarterly financial statements and the company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our reports on Forms 10-K and 10-Q and recommending to the Board of Directors whether the financial statements should be included in the annual report on Form 10-K;

Overseeing matters related to the legal compliance functions of the company; and

Assisting the board in fulfilling its responsibility to oversee our Enterprise Risk Management Program.

The Board of Directors has determined that Mr. Dietzler, Mr. Nelson and Mr. Shivery are “audit committee financial experts” as that term is defined under SEC rules.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee met five times in 2018. Under the terms of its charter, the committee must meet at least two times annually. The responsibilities of the committee include:

Identifying and recommending to the board individuals qualified to serve as directors and on committees of the board;

Advising the board with respect to board and committee composition and procedures;

Developing and recommending to the board a set of corporate governance guidelines and reviewing such guidelines at least annually;

Reviewing the succession plans for the Chief Executive Officer and senior officers either as a committee, or together with the full board; and

Overseeing the self-evaluation of the board and coordinating the evaluations of the board committees.

COMPENSATION AND HUMAN RESOURCES COMMITTEE

The Compensation and Human Resources Committee met five times in 2018. Under the terms of its charter, the committee must meet at least two times annually. The responsibilities of the committee include:

Together with the other independent directors, evaluating the performance of the Chief Executive Officer annually in light of the goals and objectives of our executive compensation plans, both generally and with respect to approved performance goals;

Evaluating annually the performance of the other executive officers in light of the goals and objectives applicable to such executive officers, which may include requesting that the Chief Executive Officer provide performance evaluations for such executive officers and recommendations with respect to the compensation of such executive officers (including long-term incentive compensation);

Together with the other independent directors, determining and approving the compensation of the Chief Executive Officer in light of the evaluation of the Chief Executive Officer’s performance;

Determining and approving the compensation of the other executive officers in light of the evaluation of such officers’ performance;

Reviewing and approving, or recommending approval of, perquisites and other personal benefits to our executive officers;

Reviewing and recommending the appropriate level of compensation for board and committee service by non-employee members of the board;

Reviewing our executive compensation plans and programs annually, and approving or recommending to the board new compensation plans and programs or amendments to existing plans and programs;

Together with the other independent directors, overseeing the Company’s clawback policy and the recovery of performance-based compensation awards as appropriate; and

Reviewing and approving any severance or termination arrangements to be made with any executive officer.

Under its charter, the committee has authority to retain compensation consultants to assist the committee in carrying out its responsibilities, including sole authority to approve the consultants’ fees and other retention terms. The committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it on matters related to executive compensation.

The committee is supported in its work by members of our Total Rewards Department. The formal role of our executive officers in determining executive compensation is limited to the responsibility of the Chief Executive Officer to provide the committee with a self-evaluation, as well as an evaluation of the performance of the other executive officers. The committee may also seek input from our executive officers in developing an overall compensation philosophy and in making decisions about specific pay components.

The committee has authority to conduct or authorize investigations or studies of matters within the committee’s scope of responsibilities, and to retain independent counsel or other consultants or advisers as it deems necessary to assist it in those matters. To the extent permitted by applicable law, regulation or the NYSE listing standards, the committee may form subcommittees and delegate to the subcommittees, or to the committee chairperson individually, such power and authority as the committee deems appropriate.

FINANCE COMMITTEE

The Finance Committee met four times in 2018. Under the terms of its charter, the committee meets as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than annually. The responsibilities of the committee include:

Reviewing and recommending to the board financing plans, and annual capital and operating budgets, proposed by management;

Reviewing, and approving or recommending, certain costs for projects, initiatives, transactions and other activities within the ordinary business of the company;

Reviewing our capital and debt structure, approving or recommending to the board the issuance of secured and unsecured debt, and recommending to the board the issuance of equity;

Reviewing and recommending to the board dividends, including changes in dividend amounts, dividend payout goals and objectives;

Reviewing earnings forecasts;

Reviewing and recommending to the board investment policies and guidelines and the use of derivative securities to mitigate financial and foreign currency exchange risk; and

Overseeing the control and management of benefit plan assets and investments.

Director Compensation

2018 DIRECTOR COMPENSATION

The table below describes the compensation earned by the individuals who served as non-employee directors in 2018.



Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)	All Other Compensation (3)		Total
John W. Ballantine		$90,375	$99,976		$1,163		$191,514
Rodney L. Brown, Jr.	86,000		99,976	1,163		187,139
Jack E. Davis	143,000		99,976	1,163		244,139
David A. Dietzler	86,000		99,976	1,163		187,139
Kirby A. Dyess	97,250		99,976	1,163		198,389
Mark B. Ganz	86,000		99,976	1,163		187,139
Kathryn J. Jackson	86,000		99,976	1,163		187,139
Neil J. Nelson	101,000		99,976	1,163		202,139
M. Lee Pelton	93,500		99,976	1,163		194,639
Charles W. Shivery	89,750		99,976	1,163		190,889


(1)	Amounts in this column include annual cash retainers and committee service fees.

(2)

These amounts represent the grant date fair value of restricted stock unit grants made in 2018, the terms of which are discussed below in the section entitled “Restricted Stock Unit Grants.” The annual equity grants were made effective April 25, 2018 in respect of services to be performed during the ensuing 12-month period. As of December 31, 2018, each director held 613 unvested restricted stock units.


(3)	This column represents amounts earned in respect of dividend equivalent rights under restricted stock unit awards. See the discussion below under “Restricted Stock Unit Grants.” The value of the dividend equivalent rights was not incorporated into the “Stock Awards” column.

CURRENT COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

The following table describes the current compensation arrangements with our non-employee directors:



Annual Cash Retainer Fees
Annual Cash Retainer Fee for Directors		$50,000
Additional Annual Cash Retainer Fee for Chair of the Board	75,000
Additional Annual Cash Retainer Fee for Audit Committee Chair	15,000
Additional Annual Cash Retainer Fee for Compensation and Human Resources Committee Chair	11,250
Additional Annual Cash Retainer Fee for Other Committee Chairs	7,500
Annual Committee Service Fee (per committee)	18,000
Value of Annual Grant of Restricted Stock Units	100,000

RESTRICTED STOCK UNIT GRANTS

Each of our non-employee directors receives an annual grant of restricted stock units. The number of restricted stock units each director receives is determined by dividing $100,000 by the closing price of PGE common stock on the date of grant. These grants are typically made on or around the date of our annual meeting of shareholders.

Each restricted stock unit generally represents the right to receive one share of common stock at a future date. Provided that the director remains a member of the board, the restricted stock units vest over a one-year vesting period in equal installments on the last day of each calendar quarter. Restricted stock units do not have voting rights with respect to the underlying common stock until the units vest and the common stock is issued.

Each director also is granted one dividend equivalent right with respect to each restricted stock unit. Each dividend equivalent right represents the right to receive an amount equal to the dividends that are paid on one share of common stock and that have a record date between the grant date and vesting date of the related restricted stock unit. The dividend equivalent rights are settled exclusively in cash on the date that the related dividends are paid to holders of common stock for awards made prior to February 13, 2018, and, for later awards, on the vesting date of the underlying shares.

The grants of restricted stock units and dividend equivalent rights are made pursuant to the terms of the Portland General Electric Company Stock Incentive Plan was adopted by the Board of Directors (the “Board”) effective March 31, 2006 and was most recently amended and restated by the Board’s Compensation and Human Resources Committee (the “Committee”) effective February 13, 2018 (the “Stock Incentive Plan”).Plan. The ~~Stock Incentive Plan was most recently approved by our shareholders on May 22, 2013.~~

~~Under the Stock Incentive Plan, 4,687,500 shares of company common stock were originally approved for issuance and, as of March 1, 2018, 422,967 shares of company common stock were~~grants are subject to ~~outstanding unvested awards~~the terms and ~~3,059,327 shares remained available for future issuance.~~

The Stock Incentive Plan, as originally drafted, provided that no awards could be granted after March 31, 2016. The Board and the Committee each approved an amendment to the plan, effective as of March 31, 2016, to extend the termconditions of the plan ~~to March 31, 2024. On September 12, 2017, the Oregon Public Utility Commission approved the plan as amended to provide for such extension.~~and agreements between PGE and each director.

~~We are now submitting the Stock Incentive Plan for shareholder approval. We are~~ ~~not~~ ~~requesting additional shares for issuance under the Stock Incentive Plan at this time. Shareholder approval of the Stock Incentive Plan will have the effect of (and is required for):~~

~~authorizing the extension of the term of the Stock Incentive Plan through March 31, 2024 and the settlement in shares of any awards granted after the plan’s original expiration on March 31, 2016;~~

providing that grants of stock options covering up to 1,000,000 shares under the Stock Incentive Plan may qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), though the company has not previously granted any options under the Stock Incentive Plan and does not presently intend to do so in the future; and

providing that awards granted to employees under the Stock Incentive Plan after its original expiration on March 31, 2016 may be settled in stock to the extent that such awards vest in accordance with their existing terms.

~~Additional changes have been made to the Stock Incentive Plan that do not require shareholder approval, including:~~

the addition of a prohibition whereby shares withheld from delivery or delivered by a participant to satisfy an exercise price, or withheld in satisfaction of withholding tax obligations, will no longer be available for issuance under the Stock Incentive Plan;

~~the addition of a prohibition on the payment of dividends on unvested shares;~~

the addition of language to make more express that the company will not reprice or cancel and regrant any award at a lower exercise price, or cancel such an “underwater” award in exchange for cash, property or other awards, without first obtaining the approval of the company’s shareholders;

~~the elimination of certain provisions that relate to now-repealed rules under Section 162(m) of the Code (but not the limits on the amounts participants may be granted under the Stock Incentive Plan);~~

the addition of the ability to settle stock options and stock appreciation rights through a “net settlement” procedure (although the company has not historically granted such awards and has no present intention of doing so);

~~providing that shares withheld from delivery to satisfy tax withholding obligations may be withheld at up to the maximum applicable rate and not just at the minimum rate; and~~

~~certain other immaterial or stylistic changes.~~

As previously disclosed, the company inadvertently authorized certain awards under the plan, as then in effect, after March 31, 2016 to its nonemployee directors and to certain of its employees. The nonemployee director awards (covering an aggregate of 39,970 shares of common stock) were made in May 2016 and April 2017 in the form of time-vested restricted stock units. The 2016 awards were subsequently rescinded, and directors were permitted to elect to receive the 2017 award, as well as a substitute 2016 award, in the form of cash or shares. Because of the cash election feature, no shareholder action is needed or contemplated in respect of those director awards.

Three categories of awards have been made to employees under the plan since March 31, 2016 (the “Contingent Employee Awards”): (i) 148,985 performance stock units granted to officers and other key employees in February 2017 that vest and settle in shares on a “cliff” basis following a three-year service and performance period; (ii) 5,670 restricted stock units granted to key employees at various times between November 2016 and April 2017 that vest and settle in shares on a “cliff” basis after three years, subject to continued service but providing for earlier pro-rata vesting upon an employee’s death or disability; (iii) 148,943STOCK OWNERSHIP REQUIREMENTS FOR NON-EMPLOYEE DIRECTORS

~~performance~~Our Corporate Governance Guidelines require each non-employee director to own shares of PGE common stock ~~units granted~~with a value equal to officers and other key employees in February 2018 that vest and settle in shares on a “cliff” basis following a three-year service and performance period; and (iv) 4,797 restricted stock units granted to a new employee, effective February 1, 2018, pursuant toat least five times the ~~terms~~value of the ~~employee’s offer letter. None~~annual base cash retainer fee for non-employee directors. Non-employee directors must meet this requirement within five years following the first meeting at which they are elected. All of our directors either meet the stock ownership requirement or are on track to do so by the applicable target date. Our stock ownership policy for executive officers is described on page 35 of this proxy statement.

OUTSIDE DIRECTORS’ DEFERRED COMPENSATION PLAN

The company maintains the Portland General Electric Company 2006 Outside Directors’ Deferred Compensation Plan to provide directors with the opportunity to defer payment of compensation for their board service. Directors may defer fees and retainers, as well as any other form of cash remuneration. Deferral elections must be made no later than December 15 of the ~~Contingent Employee Awards has vested or been settled, and none will vest or be settled before November 2019, other~~taxable year preceding the year in which the compensation is earned. Deferrals accumulate in an account that earns interest at a rate that is one-half a percentage point higher than ~~in cases of death or disability. As noted above,~~ the Contingent Employee Awards will be settled in stock in accordance with their existing terms, but only if shareholders approve the Stock Incentive Plan pursuant to this Proposal 4. If shareholders do not approve the Stock Incentive Plan, the company may take steps to compensate the Contingent Employee Award holders as the company deems appropriate, in cash or otherwise, on a basis not requiring shareholder approval.

~~Plan Benefits~~

The following table sets forth the number of units subject to Contingent Employee Awards. As explained above, those awards will not be settled in stock unless shareholders approve the Stock Incentive Plan pursuant to this Proposal 4. The following table also sets forth the dollar value of restricted stock units that the company expects to grant to its nonemployee directors on the date of the 2018 annual meeting. If shareholders do not vote to approve the Stock Incentive Plan pursuant to this Proposal 4, directors will be permitted to elect to have those awards settle in cash instead of shares.

~~As explained further below, awards~~Moody’s Average Corporate Bond rate. Benefit payments under the ~~Stock Incentive Plan in the future otherwise will~~plan may be made in a lump sum or in monthly installments over a maximum of 180 months.

Other Governance Policies and Practices

BUSINESS ETHICS POLICIES

All of our directors, officers and employees are required to comply with our Code of Business Ethics and Conduct. This code of ethics covers all areas of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, and legal and regulatory compliance. Our Chief Executive Officer, Chief Financial Officer and Controller are also required to abide by the ~~discretion~~Code of Ethics for Chief Executive and Senior Financial Officers. These ethics codes form the foundation of a comprehensive program of compliance with our Guiding Behaviors: Be Accountable, Earn Trust, Dignify People, Make the Right Thing Happen, Positive Attitude and Team Behavior. Employees are responsible for reporting any violation of our ethics codes.

The texts of the ~~Committee~~Code of Business Ethics and ~~their ultimate value will depend on~~Conduct and the ~~future value~~Code of Ethics for Chief Executive and Senior Financial Officers are available under the “Corporate Governance” section of our ~~common stock. Accordingly, those awards are not determinable~~website at ~~this time.~~

Number of Units Subject to Contingent Employee Awards
Time Based Awards
Performance
Based Awards
Name and Position Dollar Value Threshold Maximum
James J. Piro
Chief Executive Officer (1)
$ 518,129
—
12,041
21,072
James F. Lobdell
Senior Vice President, Finance, Chief Financial Officer and Treasurer
$ 1,053,823
—
25,451
44,539
Maria M. Pope
President and Chief Executive Officer (1)
$ 2,045,400
—
50,230
87,903
J. Jeffrey Dudley
Vice President, General Counsel and Corporate Compliance Officer
$ 58,892
—
1,369
2,395
William O. Nicholson
Senior Vice President, Customer Service, Transmission and Distribution
$ 468,373
—
11,311
19,795
W. David Robertson
Vice President, Public Policy
$ 444,380
—
10,732
18,781
All current executive officers (11 people) $ 7,734,657
4,797
181,753
318,068
All current non-employee directors $ 900,000
19,450
—
—
All other employees including current non-executive officers $ 4,000,283
9,949
86,610
151,568


~~(1)~~	Mr. Piro resigned as President effective October 1, 2017 and as Chief Executive Officer effective January 1, 2018 in connection with his retirement from the company. Ms. Pope was appointed President effective October 1, 2017 and Chief Executive Officer effective January 1, 2018 and previously served as Senior Vice President, Power Supply, Operations and Resource Strategy.

~~Summary~~www.investors.portlandgeneral.com or in print to shareholders, without charge, upon request to Portland General Electric Company, 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary. Any amendments to either of these codes, and any waiver of the ~~Plan~~

~~The material features~~Code of ~~the Stock Incentive Plan are summarized below. The following summary does not purport to be complete,~~Ethics for Chief Executive and ~~is subject to~~Senior Financial Officers, and ~~qualified in its entirety by reference to the complete text~~ of ~~the Stock Incentive Plan, which is attached as Appendix A to this proxy statement.~~

~~General~~

The purpose of the Stock Incentive Plan is to attract, retain and motivate highly competent persons as officers, directors and key employees of the company and its subsidiaries and affiliates, by providing them with incentives and rewards in the form of rights to earn shares of the common stock of the company and cash equivalents. The Stock Incentive Plan authorizes the grant of

incentive stock options (options that qualify under Section 422 of the Code), nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock units (“RSUs”) (each an “Award”).

~~Shares Available for Grant~~

~~The maximum aggregate number of shares of common stock of the company reserved and available for issuance pursuant to Awards under the Stock Incentive Plan is 4,687,500, subject to adjustment under~~ certain circumstances as specified in the plan. As of March 1, 2018, 1,628,173 shares have either been issued under the Stock Incentive Plan or are subject to outstanding unvested Awards, and 3,059,327 shares remain available for issuance pursuant to future Award grants.

The maximum number of shares of common stock that may be the subject of an Award with respect to any individual participant during the term of the Stock Incentive Plan cannot exceed 2,000,000. The maximum number of shares of common stock that may be covered by Awards issued under the Stock Incentive Plan during a year is currently limited to 1% of the company’s outstanding common stock at the beginning of such year. The maximum number of shares of common stock that may be issued pursuant to incentive stock options awarded under the Stock Incentive Plan cannot exceed 1,000,000.

If shares subject to restricted stock awards or stock units are forfeited, then such shares of common stock again become available for future Awards under the Stock Incentive Plan. If a stock option or SAR is forfeited or terminated before being exercised, then the corresponding shares of common stock again become available for future Awards under the Stock Incentive Plan. Shares delivered to the company by a participant or withheld by the company from delivery upon exercise, as part or full payment for an Award, and shares withheld from delivery to satisfy a tax withholding obligation, shall not be available for future Awards under the Stock Incentive Plan.

~~The closing price of the common stock on March 1, 2018 was $39.92 per share. As noted above, we are not asking shareholders to approve additional shares for issuance under the Stock Incentive Plan.~~

~~Administration~~

The Stock Incentive Plan is administered by the Committee, which consists of two or more directors appointed by the board. All of the members of the Committee are “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934.

~~Subject to the~~ provisions of the ~~Stock Incentive Plan,~~Code of Business Ethics and Conduct for directors, executive officers or our Controller, will be disclosed to our shareholders to the extent required by law.

As required by NYSE rules, our Audit Committee has procedures in place regarding the ~~authority~~receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters and allowing for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. In addition, we have a Policy Regarding Compliance with Securities and Exchange Commission Attorney Conduct Rules that requires all of our lawyers to determine: (i) which officers, directors, and key employees will receive Awards, (ii) the time or times when Awards will be granted, (iii) the types of Awards to be granted, (iv) the number of shares of common stock that may be issued under each Award, and (v) the terms, restrictions and provisions of each Award. The Committee has the authority to construe the Stock Incentive Plan and Award agreements, to prescribe rules and regulations relatingreport to the Stock Incentive Plan and to make all other determinations necessary or advisable for administering the plan, subject to the provisions of the plan. The determinations made by the Committee are binding and conclusive.

~~Eligibility~~

~~Officers, directors and key employees of~~appropriate persons at the company evidence of any actual, potential or ~~its affiliates are generally eligible for Awards, but only employees may be granted incentive stock options. In addition, an employee who owns more than 10%~~suspected material violation of ~~the total combined voting power~~state or federal law or breach of ~~all classes of outstanding stock of~~fiduciary duty by the company or any of its ~~parents~~directors, officers, employees or ~~subsidiaries may not be granted an incentive stock option unless the requirements of Section 422(c)(5) of the Code are satisfied.~~agents.

~~Grant Agreements~~

~~Each Award is evidenced by a grant agreement~~TRANSACTIONS WITH RELATED PERSONS

Our board recognizes that contains terms and conditions as determined by the Committee in its discretion. The grant agreement will determine the effect on an Award of the participant’s disability, death, retirement, involuntary termination, termination for cause or other termination of employment or service, and the extent to which and period during which Awards may be exercised. If a grant agreement does not provide otherwise, vested options and SARs may be exercised for a period of 90 days following the date the participant ceases to be an employee or director oftransactions between the company ~~its subsidiaries or affiliates,~~ and ~~unvested options, SARs, restricted stock awards~~certain individuals and ~~RSUs are forfeited on~~entities, including the ~~date the participant ceases to be an employee or director of the company, its subsidiaries or affiliates. No dividends will be payable with respect to a share underlying an Award unless~~company’s directors and ~~until the Award vests in respect of such share, although dividend equivalents~~officers, may ~~be accrued pending vesting. In addition, all Awards will be subject to such conditions as are necessary to comply with federal and state securities laws and understandings or conditions~~raise questions as to ~~the participant’s employment, in addition to conditions specifically provided for under the Stock Incentive Plan.~~

~~Options~~

~~Each stock option agreement will identify~~ whether an option is an incentive stock option or nonstatutory option and will specify, among other terms, when the option becomes exercisable, the exercise price of the option (which may not be less than the fair

~~market value of the underlying shares on the grant date) and the term of the option (in the case of incentive stock options, not to exceed 10 years from the date of grant).~~

~~Stock Appreciation Rights~~

An SAR means a right to receive payment in cash or shares of common stock of an amount equal to the excess of the fair market value of a share of common stock on the date the right is granted, all as determined by the Committee. SARs may be awarded alone or in combinationthose transactions are consistent with ~~options.~~

~~Restricted Stock Awards~~

Restricted stock awards may be subject to time based vesting and/or performance based vesting and such other terms and conditions as the Committee determines appropriate. Restricted stock awards may or may not require payment of a purchase price in respect of the shares of common stock subject to the Award, and will specify whether the participant will have all of the rights of a holder of shares of common stock of the company, including the right to receive dividends (subject to vesting of the underlying shares) and to vote the shares.

~~Restricted Stock Units~~

An RSU provides for payment in shares of common stock at such time as is specified in the RSU agreement. Each RSU agreement will contain terms and conditions of the RSUs that are not inconsistent with the Stock Incentive Plan including, but not limited to, the number of shares of common stock underlying the RSU and time based and/or performance based vesting terms. The Committee will determine whether a participant granted an RSU will be entitled to a dividend equivalent right, which entitles the holder to receive the amount of any dividend paid on the share of common stock underlying an RSU, and which may be paid in cash (subject to vesting of the underlying share) or in the form of additional RSUs, as determined by the Committee.

~~Performance-Based Awards~~

Any Award granted under the Stock Incentive Plan may be granted subject to the attainment of performance criteria as determined by the Committee in its sole discretion. Such performance criteria may include comparisons to the performance of other companies.

The Committee may reduce or eliminate the number of shares of common stock or cash granted or the number of shares of common stock vested upon the attainment of a performance goal, and the Committee may disregard or offset the effect of extraordinary, unusual or non-recurring items in determining the attainment of performance goals. Such Awards may accumulate dividend equivalents on the same basis as described above in respect of RSUs.

Although the exemption for performance-based compensation under Section 162(m) of the Code was recently repealed with respect to taxable years beginning after December 31, 2017, amounts payable pursuant to a binding written agreement in effect on November 2, 2017 may still qualify for the exemption. Accordingly, while it is not expected that future grants under the Stock Incentive Plan will qualify for the exemption, certain Awards previously granted under the plan may be eligible. To the extent they are eligible, the company intends to administer the Awards in a way that qualifies them for the exemption, but there can be no assurance that they will qualify.

~~Adjustments~~

In the event of any change in the common stock of the company through a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination of shares, exchange of shares, dividends or other changes in capital structure, the Committee will make such adjustments as it, in its sole discretion, deems appropriate, including, but not limited to, adjustments to (i) the number of options, SARs, restricted shares and stock units available for future Awards, (ii) the number of shares of common stock covered by each outstanding option and SAR, (iii) the exercise price under each outstanding option and SAR; and (iv) the number of stock units included in any prior Award that has not yet been settled.

~~Effect of Change in Control~~

In the event of a change in control of the company, as defined in the Stock Incentive Plan, or in the event of a fundamental change in the business condition or strategy of the company, the Committee, in its sole discretion, may, at the time an Award is made or at any time thereafter, take one or more of the following actions: (i) provide for the acceleration of any time period relating to the exercise or payment of the Award; (ii) provide for payment to the participant of cash or other property with a fair market value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon such event; (iii) adjust the terms of the Award in a manner determined by the Committee to reflect such event, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity; or (v) make such other adjustments in the Award as the Committee may consider equitable to the participant and in the best interests of the ~~company.~~company and its shareholders. Accordingly, the Board of Directors has adopted a written Related Person Transactions Policy, which

addresses the company’s policies regarding the review, approval, or ratification of certain transactions between the company and certain “related persons,” including our directors, executive officers, director nominees, and owners of more than 5% of any class of our voting securities. Under the policy, transactions between the company and a related person involving more than $120,000 in which the related person has a direct or indirect material interest are not permitted unless the Nominating and Corporate Governance Committee determines that the transaction is in, or is not inconsistent with, the best interests of the company and its shareholders. Before entering into such a transaction with the company, the related person or the business unit leader responsible for the potential transaction is required to provide notice to the General Counsel of the facts and circumstances of the proposed transaction. Certain types of transactions—including executive and director compensation that is required to be disclosed under SEC disclosure rules and the provision of tariff-based utility service—are exempt from the policy.

Our Related Person Transactions Policy supplements and does not supersede other policies that apply to transactions with related persons, such as our Code of Business Ethics and Conduct. Under our Code of Business Ethics and Conduct, our directors, officers, and employees must report any violation of the code or any situation or matters that may be considered to be unethical or a conflict of interest. Any ~~Award~~potential conflict of interest under the code involving a director, an executive officer, or our Controller is reviewed by the Audit Committee. Only the Audit Committee may waive such a conflict, which will be ~~subject~~promptly disclosed to ~~such conditions~~our shareholders as ~~are necessary to comply with federal~~required by law.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors and ~~state securities laws and understandings or conditions as~~the Audit Committee have approved a process for handling communications to the ~~participant’s employment~~Board of Directors and its committees. Shareholders and other interested parties may submit written communications to the Board of Directors (including the Chair), a board committee, or the non-management directors as a group. Communications may include the reporting of concerns related to governance, corporate conduct, business ethics, financial practices, legal issues and accounting or audit matters. Communications should be in ~~addition~~writing and addressed to ~~those specifically provided~~the Board of Directors, or any individual director or group or committee of directors by either name or title, and should be sent in care of:

Portland General Electric Company

Attention: Corporate Secretary

121 SW Salmon Street, 1WTC1301

Portland, Oregon 97204

All appropriate communications received from shareholders and other interested parties will be forwarded to the Board of Directors, or the specified director, board committee or group of directors, as appropriate.

A full description of our process for handling communications with the board is published under the ~~Stock Incentive Plan.~~“Corporate Governance” section of our website at www.investors.portlandgeneral.com and is available in print to shareholders, without charge, upon request to Portland General Electric Company at its principal executive offices at 121 SW Salmon Street, 1WTC1301, Portland, Oregon 97204, Attention: Corporate Secretary.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation and Human Resources Committee during 2018 were John W. Ballantine, Kirby A. Dyess, Mark B. Ganz, Kathryn J. Jackson and Neil J. Nelson. All members of the committee during 2018 were independent directors and no member was an employee or former employee. During 2018, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation and Human Resources Committee or Board of Directors.

~~Prohibition on Repricing~~

Audit Committee Matters

Audit Committee Report

The ~~Stock Incentive Plan provides that~~Audit Committee assists the ~~Committee may not reprice or cancel~~Board of Directors in fulfilling its obligations regarding matters involving the accounting, auditing, financial reporting, internal control, and ~~regrant any Award at a lower exercise, base or purchase price, or cancel any Award with an exercise, base or purchase price in excess~~legal compliance functions of the ~~fair market value of~~company. Management is responsible for the ~~underlying common stock in exchange for cash, property or other awards, without~~company’s internal controls and the ~~approval~~financial reporting process, including the integrity and objectivity of the company’s ~~shareholders.~~

~~Term, Amendment and Termination~~

financial statements. The effective date of the Stock Incentive Plan was March 31, 2006. The Stock Incentive Plan was most recently amended and restated by the Committee on February 13, 2018 and, as noted above, the term of the plan was extended effective March 31, 2016. The plan was last approved by shareholders in 2013. The Stock Incentive Plan will terminate, by its terms, on March 31, 2024, but all outstanding Awards as of the date of termination will remain in effect and the terms of the Stock Incentive Plan shall apply until each such Award terminates as provided in the applicable grant agreement.

~~The Committee may, at any time and~~company’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), is responsible for ~~any reason, amend or terminate the Stock Incentive Plan. An amendment of the Stock Incentive Plan will be subject to the approval~~performing an independent audit of the company’s ~~shareholders~~financial statements, expressing an opinion as to the ~~extent~~conformity of the annual financial statements with generally accepted accounting principles, expressing an opinion as to the effectiveness of the company’s internal control over financial reporting, and reviewing the company’s quarterly financial statements.

Management represented to the committee that the company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the committee has reviewed and discussed the consolidated financial statements with management and Deloitte. The committee has discussed with Deloitte the matters required to be discussed under the applicable rules adopted by the Public Company Accounting Oversight Board.

The committee reviewed and discussed with Deloitte all communications required by generally accepted auditing standards. In addition, the committee has received the written disclosures and the letter regarding independence from Deloitte, as required by applicable ~~laws, regulations, rules or~~ requirements of ~~any applicable stock exchange. Any~~the Public Company Accounting Oversight Board, and has discussed such ~~termination or amendment of the Stock Incentive Plan will not affect any Award previously granted under the plan.~~information with Deloitte.

Subject to the otherwise applicable terms of the Stock Incentive Plan, the Committee may amend the terms of any Award previously granted (and the related Award agreement), prospectively or retroactively, but generally no such amendment may impair the rights of any participant without his or her consent. No amendment of any stock options or SARs may be made in a manner that will be treated as the grant of a new stock option or SAR under Section 409A of the Code.

~~Federal Income Tax Information~~

The following is a brief summary of the federal income tax consequences of certain transactions under the Stock Incentive Plan based on federal income tax laws in effect as of the date of this Proxy Statement. This summary is not intended to be exhaustive and does not describe state or local tax consequences. Additional or different federal income tax consequences to the Stock Incentive Plan participant or the company may result depending upon other considerations not described below. Awards under the Stock Incentive Plan are intended either not to be “deferred compensation” within the meaning of Section 409A of the Code or to comply with the requirements of Section 409A. The deductibility of Awards may be subject to limits imposed under Section 162(m) of the Code.

~~Incentive Stock Options~~

A participant will not recognize regular income upon grant or exercise of an incentive stock option. (The spread on exercise of an incentive stock option is taken into account for purposes of calculating the alternative minimum tax.) If a participant exercises an incentive stock option and disposes of the shares acquired more than two years after the date of grant and more than one year following the date of exercise, no income is recognized upon exercise and the sale of the shares will qualify for capital gains treatment. If a participant disposes of shares acquired upon exercise of an incentive stock option before either the one-year or the two-year holding period (a “disqualifying disposition”), the participant will recognize ordinary income in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the option price or (ii) the excess of the fair market value of the shares on the date of disposition over the option price. Any additional gain realizedBased upon the ~~disqualifying disposition will be eligible for capital gains treatment. The company generally will not be allowed any deduction for federal income tax purposes at either~~review, discussions and representations referenced above, the ~~time of grant or the time of exercise of an incentive stock option. However, upon any disqualifying disposition by an employee, the company will be entitled to a deduction~~committee recommended to the ~~extent the employee recognized compensation income.~~

~~Nonstatutory Stock Options and Stock Appreciation Rights~~

No income is recognized by a participant at the time a nonstatutory stock option or SAR is granted. At the time of exercise of a nonstatutory stock option or SAR, the participant will recognize ordinary income, and the company will be entitled to a deduction in the amount by which the fair market value of the shares acquired exceeds the exercise price at the time of exercise. Upon the sale of shares acquired upon exercise of a nonstatutory stock option or SAR, the participant will receive capital gains treatment on the difference between the amount realized from the sale and the fair market value of the shares on the date of exercise. Such capital gains treatment will be short-term or long-term, depending on the length of time the shares were held.

~~Restricted Stock~~

In general, a participant who receives a restricted stock award will recognize ordinary compensation income on the difference between the fair market value of the shares of common stock on the date when the shares are no longer subject to a substantial risk of forfeiture and any amount paid for the shares, and the company will be entitled to a deduction for tax purposes in the same amount. Any gain or loss on the participant’s subsequent sale of shares will receive short-term or long-term capital gains

treatment, depending on the length of time the shares were held. If a participant receiving a restricted stock award makes a timely election under Section 83(b) of the Code to have the tax liability determined at the date of grant rather than when the restrictions lapse, the participant will recognize ordinary compensation income on the difference between the fair market value of the shares of common stock on the date the stock is issued and any amount paid for the shares, and the company will be entitled to a deduction at the same time. If such an election is made, the participant recognizes no further amounts of compensation income when the restrictions lapse, and any gain or loss on the participant’s subsequent sale of the shares will receive short-term or long-term capital gains treatment, depending on the length of time the shares were held.

~~Restricted Stock Units~~

A participant who receives RSUs will recognize ordinary compensation income when the RSUs vest and are paid in shares of common stock or cash, in the amount of the fair market value of the shares of common stock on the date paid to the participant. Any gain or loss on the participant’s subsequent sale of shares will receive short-term or long-term capital gains treatment, depending on the length of time the shares were held.

~~Vote Required and~~ Board of Directors ~~Recommendation~~

Approval of the Stock Incentive Plan will require that a majority of the outstanding shares of common stock entitled to vote at the annual meeting be present in person or represented by proxy at the annual meeting, and that the ~~number of votes cast~~audited consolidated financial statements be included in ~~favor of this proposal exceeds~~ the ~~number of votes cast against this proposal.~~company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC.

The committee has appointed Deloitte as the company’s independent registered public accounting firm for fiscal year 2019.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE PORTLAND GENERAL ELECTRIC COMPANY STOCK INCENTIVE PLAN.~~AUDIT COMMITTEE

Neil J. Nelson (Chair)

Kirby A. Dyess

Mark B. Ganz

Michael H. Millegan

Charles W. Shivery

Principal Accountant Fees and Services

The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for 2018 and 2017 were as follows:



	2017		2018
Audit Fees (1)		$1,665,725	$	1,747,880
Audit-Related Fees (2)	99,000		25,000
Tax Fees (3)	—		15,404
All Other Fees (4)	3,790		3,790
Total	$	1,768,515	$	1,792,074

(1)

For professional services rendered for the audit of our consolidated financial statements for the fiscal years ended December 31, 2018 and 2017 and for the review of the interim consolidated financial statements included in quarterly reports on Form 10-Q. Audit Fees also include services normally provided in connection with statutory and regulatory filings or engagements, assistance with and review of documents filed with the SEC, the issuance of consents and comfort letters, as well as the independent auditor’s report on the effectiveness of internal control over financial reporting.

(2)

For assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements not reported under “Audit Fees” above, including attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards, and audits of the statements of activities of jointly owned facilities. Also includes amounts reimbursed to PGE in connection with cost sharing arrangements for certain services.


(3)	For professional tax services, including consulting and review of tax returns.


(4)	For all other products and services not included in the above three categories, including reference products related to income taxes and financial accounting matters.

Pre-Approval Policy for Independent Auditor Services

All audit and permissible non-audit services provided by the independent auditors during 2018 and 2017 were pre-approved by the Audit Committee.

~~COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT~~Executive Compensation

Compensation Committee Report

The Compensation and Human Resources Committee of the ~~Board of Directors~~board reviewed and discussed with the company’s management the following Compensation Discussion and Analysis. Based on that review and discussion, the Compensation and Human Resources Committee recommended to the ~~Board of Directors~~board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION AND HUMAN RESOURCES COMMITTEE

Kirby A. Dyess (Chair)

John W. Ballantine

Mark B. Ganz

Kathryn J. Jackson

Neil J. Nelson

~~COMPENSATION DISCUSSION AND ANALYSIS~~ Compensation Discussion and Analysis

This Compensation Discussion and Analysis ~~describes~~is intended to provide an understanding of our compensation philosophy and practices, the elements of our executive compensation program, ~~as it relates to~~and the decisions we made regarding the 2018 compensation of the following ~~individuals, who were our “named~~named executive ~~officers” for~~ officers:

Maria M. Pope~~2017~~:, President and Chief Executive Officer;


•	~~James J. Piro, Chief Executive Officer;~~⁽¹⁾

James F. Lobdell, Senior Vice President, Finance, Chief Financial Officer and Treasurer;


•	~~Maria M. Pope, President;~~⁽²⁾ Lisa A. Kaner, Vice President, General Counsel and Corporate Compliance Officer; John T. Kochavatr, Vice President, Information Technology and Chief Information Officer; and


•	~~J. Jeffrey Dudley, Vice President, General Counsel and Corporate Compliance Officer;~~⁽³⁾

William O. Nicholson, ~~Senior~~ Vice President, ~~Customer Service, Transmission and Distribution; and~~Utility Technical Services.

~~W. David Robertson, Vice President, Public Policy.~~


~~(1)~~	~~Mr. Piro resigned as President effective October 1, 2017, and as CEO effective January 1, 2018 in connection with his retirement from the company.~~


~~(2)~~	Ms. Pope was appointed President effective October 1, 2017, and CEO effective January 1, 2018. Prior to October 1, 2017 she served as Senior Vice President, Power Supply, Operations and Resource Strategy.


~~(3)~~	~~Mr. Dudley resigned effective June 29, 2017 in connection with his retirement from the company.~~

~~Executive Summary~~

~~2017~~2018 BUSINESS HIGHLIGHTS

~~2017 was a year of~~In 2018 we achieved solid financial and operational performance ~~for the company, both financially~~while continuing to develop and ~~operationally. Below we describe some of our achievements and significant developments for the year.~~

~~Leadership Transition and Strategic Focus~~

~~We executed~~execute on our established leadership succession plan and completed a smooth transition to our new CEO. Ms. Pope’s broad experience across multiple industries and deep understanding of our customers’ needs and the energy business promise to serve the company well during a time of significant evolution in the industry.strategy:

Our Board of Directors worked closely with management to review and update the company’s statement of strategic direction to ensure the company is prepared to face new challenges and take advantage of new opportunities. Our strategy aligns our team on four key priorities: deliveringDelivering exceptional customer ~~experiences; investing~~experiences,

Investing in a reliable and clean energy ~~future; building~~future,

Building a smarter, more resilient ~~grid;~~grid, and ~~pursuing~~

Pursuing excellence in our work.

Some of the highlights of our year are summarized below.

Financial Performance

~~After adjusting to exclude the financial impact of the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”), the federal tax legislation enacted on December 22, 2017, our~~For 2018 net income was $212 million, resulting in earnings per diluted share (“EPS”) of $2.37, which was within our guidance for the ~~year was $204 million, return~~year. Return on equity (“ROE”) was ~~8.54%~~8.6%, or 90.6% of allowed ROE.

Our financial performance was aided by strong customer growth of 1.3%, targeted operating and ~~diluted earnings per share (“EPS”) was $2.29.~~

~~We maintained~~maintenance savings, and the settlement of litigation related to the construction of our Carty gas-fired generating plant. These factors were partially offset by milder weather and higher power costs resulting from a ~~solid balance sheet, including strong liquidity~~natural gas pipeline rupture in Canada as well as outages at our Colstrip and ~~investment grade credit ratings. In July 2017, Standard & Poor’s revised the company’s outlook to positive from stable based on incremental improvements in our business risk profile.~~

Boardman plants.

Utility Operations

Our customer satisfaction rankings were top quartile nationally for residential, general business, and key customers. We were ranked number one among large electric utilities ~~as per~~in the Western region, inaccording to the JD Power ~~2017~~2018 Electric Utility Business Customer Satisfaction Study.

~~Our employees~~We maintained a reliable power supply during a period of unprecedented volatility, demonstrating the value of our diverse generating portfolio and ~~systems performed exceptionally well during an August heatwave~~participation in the ~~region, which resulted in a new summer peak-demand record of 3,976 megawatts. Overall, generation~~Western energy market.

Generation plant availability was ~~excellent at 90.34%~~92.7% for the ~~year.~~year, above the maximum performance level under our annual cash incentive program.

On October 1, 2017 we joined the California Independent System Operator’s Western Energy Imbalance Market. Our participation allows us to manage our energy supply portfolio in five-minute intervals, rather than one-hour intervals, which helps us integrate more variable energy resources like wind and solar into our system and control costs for our customers.

~~Our~~

We made progress on key measures of transmission and distribution system ~~reliability performance, which is measured by the frequency and duration of outages, was mixed. While we met some of our reliability goals,~~reliability. For example, our results for SAIDI and SAIFI, which measure aggregate outage minutes and number of outages relative to the number of customers served, saw significant improvement over our 2017 results. However, our results for CAIDI, which measures average outage ~~duration did not meet~~restoration time, were slightly improved relative to 2017 but still below the threshold level under our ~~expectations. We are committed~~annual incentive plan. In 2019 we will continue to ~~continuing our investment~~focus on improving system reliability through investments in ~~replacements for aging~~ infrastructure ~~improving operational resiliency,~~ and ~~adding~~ technology ~~to improve the reliability of our system.~~and improvements in field operations.

Regulatory ~~Progress~~and Litigation Results

We achieved a positive outcome in our ~~2018~~2019 General Rate ~~Case, reaching agreement on all issues in the rate case with~~Case. In its final order, the Oregon Public Utility Commission (“OPUC”) ~~staff and participating stakeholder groups. In its final order, the OPUC~~ approved new prices, effective January 1, ~~2018, in support~~2019, which reflect our plans to make needed investments to replace parts of our ~~continued investment in the safety~~aging transmission and ~~reliability of~~distribution infrastructure, enhance our ~~system.~~information security programs, and update our customer engagement infrastructure. Other key terms of the ~~settlement include~~order are: a return on equity of 9.5%, a capital structure of 50% debt and 50% equity, and a rate base of $4.75 billion (up from $4.5 ~~billion.~~billion).

We ~~engaged~~reached a settlement in our litigation relating to the construction of our gas-fired Carty plant (the “Carty Settlement”). Under the terms of our settlement agreement with the construction contractor, its parent company, and the sureties that issued a ~~collaborative process with OPUC staff~~performance bond to guarantee the contractor’s performance, (i) the sureties paid $130.0 million to PGE, (ii) the contractor, its parent company and the sureties released all claims against PGE arising out of the Carty construction, and (iii) PGE released all such claims against the other ~~stakeholders~~parties. The estimated net financial impact of the Carty Settlement and release of reserves related to project litigation was an approximate $15.0 million reduction to operating expenses, or $0.12 earnings per share.

Progress Toward a Cleaner, Smarter Energy Future

We executed on our 2016 Integrated Resource Plan, which outlines our 20-year plan for providing safe, reliable and affordable energy for our customers. ~~Our plan puts us~~In February 2019 we announced plans for the construction of a new energy facility in Eastern Oregon combining 300 megawatts of wind generation with 50 megawatts of solar generation and 30 megawatts of battery storage. The company will own 100 megawatts of the wind project, and a subsidiary of NextEra Energy Resources will own the balance of the project and sell its output to PGE under 30-year power purchase agreements. We remain on track to ~~meet~~exceed Oregon’s renewable power goals with 20% qualifying renewables by 2020 and 50% by 2040, excluding existing hydroelectric resources. ~~Under~~

We successfully concluded our ~~current proposal, we would meet~~five-year Customer Engagement Transformation project, a comprehensive set of initiatives to improve the company’s customer service operations. The project included the replacement of our ~~capacity need~~customer information system and our meter data management system, which will allow us to offer new billing options and take advantage of ~~350~~emerging smart grid technologies.

We continued to ~~450 megawatts through bilateral power purchase agreements~~partner with ~~owners~~other Oregon stakeholders to develop and implement technologies of ~~existing regional resources. We are also proposing~~ the ~~addition of 100 average megawatts of renewable resources by 2020, and expect to launch a request for proposals for renewable resources during the first half of 2018.~~future:

◦

We filed a proposal with the OPUC for a Smart Grid Test Bed that will integrate smart grid technology. The plan involves building and testing three smart grids within our service area that will enable more than 20,000 customers to take advantage of special demand-response signals and incentives for using smart-home technologies, giving them greater energy efficiency opportunities and increased control over their energy use and carbon footprint.

◦

We gained approval by the OPUC of our Transportation Electrification Plan and announced several new pilot programs geared toward supporting Oregon’s transition toward electric vehicles. These programs include a collaboration with Tri-Met, Portland’s local transportation authority, to install electric bus charging stations, an outreach and technical assistance program to help educate Oregonians about electric vehicle use, and the expansion of PGE’s electric vehicle charging stations in our service territory. In February 2019, we filed two additional proposals for business and residential electric vehicle charging programs.

We filed a proposal with the OPUC ~~outlining the development of up~~for a new green tariff, which would create a voluntary option for large business and municipal customers to ~~39 megawatts of~~purchase power directly from new solar, wind or other renewable energy storage in our service area, in compliance with Oregon House Bill 2193, which requires large Oregon utilities to procure energy storage systems with the capacity to store at least 5 megawatt hours of energy by 2020. Our proposal calls for investing between $50 million and $100 million to deploy energy storage projects that will help integrate renewables on the grid, improve the region’s energy resilience, and inform future investment in energy storage.facilities.

Capital Investment

~~We made significant~~Our capital investments for 2018 were approximately $606 million, and approximately $1.7 billion over the three-year period ended December 31, 2018. These numbers reflect our investments in generation resources, our ~~system in 2017. Our capital expenditures for the year were approximately $514 million, which included expenditures for upgrades and replacement of aging generation,~~ transmission and ~~distribution; strengthening the power grid for earthquakes, cyberattacks and other potential threats; and~~distribution system, our new customer information ~~systems~~system, and ~~technology tools.~~information technology.

~~ALIGNMENT OF EXECUTIVE PAY WITH PERFORMANCE~~2018 INCENTIVE AWARD RESULTS

The payouts under our named executive officers’ incentive awards ~~for the year~~ reflect the alignment of our executive pay with company ~~performance. Under our annual cash award program, we~~performance:

Annual Cash Incentive Award Program:We performed at or near maximum levels relative to ~~two of the goals (customer~~our customer satisfaction, ~~and~~ generation plant ~~availability), above target relative to our~~availability, and power cost management ~~goal, but below threshold relative~~goals, and above target with respect to our electric service power quality goal. Our earnings results ~~with respect to our EPS goal, adjusted to exclude~~were above target at $2.37 per share. After considering these results, the Compensation and Human Resources Committee and other independent directors determined that the financial impact of the ~~2017 Tax Act,~~Carty Settlement should be excluded from the calculation of EPS for purposes of the annual cash

incentive plan. After this adjustment, our EPS results were ~~slightly above target.~~below target at $2.25 per share. These performance results yielded payouts between ~~106.5%~~112.0% and ~~122.6%~~114.3% of our ~~executives’~~named executive officers’ target annual cash incentive awards.

Long Term Incentive Award Program:Under our ~~2015-2017~~2016-2018 equity incentive awards, we achieved the maximum performance level relative to our regulated asset base goal ~~while our~~and below target performance relative to our ROE goal. Our total shareholder return (“TSR”) results were below threshold and ~~ROE, adjusted~~executives did not earn a payout with respect to ~~exclude the impact~~that goal. Overall, award payouts were 82.2% of the ~~2017 Tax Act, were below target, resulting in payouts equal to 102.2% of~~ target awards.

For a detailed discussion of these awards, see pages 3628 to ~~44.~~34.

~~How We Make Compensation Decisions~~ HOW WE DETERMINE EXECUTIVE PAY

~~COMPENSATION PHILOSOPHY~~

The goals of our executive compensation program are to attract and retain highly qualified executives and to provide them with incentives to advance the interests of our stakeholders, which include our customers, our shareholders, our employees, and the communities we serve. To accomplish these goals, we are guided by the following principles:

~~Performance-Based Pay~~


◦	~~A significant portion of our executives’ pay should be based on company performance relative to key stakeholder interests.~~


◦	~~Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance.~~


◦	~~Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.~~

~~Reasonable, Competitive Pay~~


◦	Executive pay should be competitive, but other considerations, such as individual qualifications, company performance, and internal equity should also play a role in determining executive compensation.

~~COMPENSATION PRACTICES~~Compensation Practices

The Compensation and Human Resources Committee of the Board of Directors (which we sometimes refer to as our “Compensation Committee”) regularly reviews the company’s compensation practices and policies to ensure that they promote the interests of the company’s stakeholders. ~~Listed~~Highlighted below are some ~~of the most important aspects~~key features of our program.

Significant pay at risk.In ~~2017,~~2018, incentive awards with no guaranteed payouts constituted ~~52.4%~~53.5% to ~~74.0%~~75.0% of our named executive officers' target total direct compensation (base salary plus variable incentive awards, assuming target performance).

At-will employment. We employ all of our executives at will.

Rigorous performance metrics. We base incentive award payouts on company performance relative to quantifiable goals whose achievement requires a meaningful stretch.

Diversified incentive award program. Our incentive awards reflect a reasonable balance between short-term and long-term performance, and awards are based on both operational and financial results.

Reasonable stock award program. Our three-year average burn rate (the total number of equity award shares granted over a three-year period divided by the weighted average of the shares outstanding) was 0.22% for ~~2015~~2016 through ~~2017,~~2018, which puts us ~~near~~below the median relative to our peers.

Meaningful stock ownership guidelines. Our stock ownership guidelines are three times base salary for our CEO and one times base salary for our other executive officers, targets that are significant but commensurate with the size of our executives’ stock awards.

Clawback of incentive pay. ~~Our Compensation Committee is~~We are authorized to seek reimbursement of an executive officer’s incentive compensation ~~from each executive officer~~ if the independent members of the Board of Directors ~~determines~~determine that the officer ~~has~~ engaged in misconduct that ~~contributed~~contributes to the need for a material restatement of our financial ~~results.~~

~~No employment agreements.~~ ~~None of our current executive officers has an employment agreement that provides for a guaranteed level of compensation.~~results or causes significant reputational or financial harm to the company.

Double-trigger stock vesting and enhanced cash severance. Following a change in control, our executives are entitled to accelerated vesting of long-term incentive awards and enhanced cash severance payments only if their employment is terminated.

No hedging or pledging. Our insider trading policy prohibits directors, officers, and employees from entering into hedging or pledging transactions or short sales of ~~our~~ company stock.

Reasonable use of compensation market data. We evaluate our executive pay by reference to the median of our compensation peer group, but we do not tie compensation to specific benchmarks.

~~No significant perquisites.~~ ~~Our executives participate in the company’s health and welfare benefit programs on the same basis as other full-time employees and enjoy only modest perquisites.~~

No guaranteed tax gross-ups. We have no arrangements that entitle our executives to tax gross-ups, although we may approve tax gross-ups on moving expenses on a case-by-case basis.

No current SERP program. None of the company’s current executives participates in a supplemental executive retirement program.

No dividends or dividend equivalents on unvested shares. Recipients of awards under our long-term incentive program earn dividend equivalent rights only on shares that vest.

Reasonable severance arrangements. The maximum amount payable under our severance plan is one year’s base salary absent a change in control, and one year’s base salary plus the target value of the executive’s annual incentive award in the case of a termination following a change in control.

Compensation Philosophy

The goals of our executive compensation program are to attract and retain highly qualified executives and provide them with incentives to advance the interests of our stakeholders, which include our customers, our shareholders, our employees, and the communities we serve. To accomplish these goals, we are guided by the following principles:

Performance-Based Pay


◦	A significant portion of our executives’ pay should be based on company performance relative to key stakeholder interests.


◦	Greater responsibility should be accompanied by a greater share of the risks and rewards of company performance.


◦	Executive pay should encourage financial and operational improvements, but not at the expense of the safety and reliability of our operations.

~~ROLES AND RESPONSIBILITIES~~Reasonable, Competitive Pay


◦	Executive pay should be competitive, but other considerations, such as individual qualifications, company performance, and internal equity should also play a role in determining executive compensation.

Roles and Responsibilities

Compensation Committee and Independent Directors

The Compensation Committee ~~which consists of five independent directors,~~ is responsible for developing and overseeing the company’s executive compensation program. The committee reviews the performance of all of the executive officers and establishes base salaries and grants incentive awards to the executive officers other than the CEO. The committee makes recommendations to the other independent directors ~~of the Board of Directors~~ regarding the CEO’s ~~base salary and incentive awards,~~compensation, and the independent directors, acting together as a committee of the board, approve ~~such~~her compensation after considering ~~the committee’s~~these recommendations. The Compensation Committee also reviews the company’s executive compensation plans and makes or recommends plan amendments to the Board of Directors.

In carrying out its responsibilities, the Compensation Committee is assisted by the company’s management, Human Resources staff, and an independent compensation consultant.

Management

~~The company’s officers do not determine executive pay. Management~~Our management provides information and recommendations on compensation matters to the Compensation Committee, particularly in areas requiring detailed knowledge of company operations and the utility industry. Our CEO evaluates the performance of the other officers and makes recommendations regarding their pay based on her assessment of a variety of factors, including their individual performance, experience, job scope, business unit or business function performance, competitive market conditions and retention risk. The CEO also has been authorized by the Compensation Committee to make awards with a value of no more than $1,000 annually to the other executives in recognition of their contributions to the Company’s performance. Our CEO does not make recommendations regarding her own compensation.

Compensation Consultant

The Compensation Committee retained ~~F.W.~~FW Cook to serve as its executive compensation consultant in ~~2017. F.W.~~2018. FW Cook’s assignments for ~~2017~~2018 included the following:

Recommendation of a group of peer companies used for purposes of market comparisons;

Review of the company’s executive compensation program, including compensation philosophy, compensation levels in relation to company performance, pay opportunities relative to those at comparable companies, short- and long-term mix and metric selection, executive benefits and perquisites, stock ownership levels and wealth potential, and stock ownership guidelines;

Review of the company’s director compensation program, including design considerations such as ownership guidelines and vesting terms;

Reporting on emerging trends, legislative developments and best practices in the area of executive and director compensation;

Review of the company’s annual proxy disclosure;

Preparation of a compensation risk assessment study to evaluate whether the company’s compensation programs are likely to create material risk for the company; and

Attendance at Compensation Committee meetings.

Before engaging ~~F.W.~~FW Cook, the Compensation Committee reviewed the firm’s qualifications, as well as its independence and the potential for conflicts of interest. The committee determined that ~~F.W.~~FW Cook is independent and its services to the committee do not create any conflicts of interest. The committee has the sole authority to approve ~~F.W.~~FW Cook’s compensation, determine the nature and scope of its services, and terminate the engagement. ~~F.W.~~FW Cook does not perform other services for or receive other fees from the company.

~~USE OF COMPENSATION MARKET DATA~~Use of Compensation Market Data

We consider compensation market comparisons to ensure the competitiveness of our executives’ pay. We evaluate compensation by reference to the median of the market, but we do not automatically adjust compensation to meet specific benchmarks.

For its ~~2017~~2018 compensation decisions, the Compensation Committee relied on information provided by ~~F.W.~~FW Cook regarding the compensation practices of a peer group of companies together with broader utility industry survey data. The compensation peer group data were compiled from proxy statements and other public filings, as well as data derived from the Willis Towers Watson Comp Online database. Utility industry survey data were collected from the Willis Towers Watson Energy Services Executive Database. Historical cash compensation data were updated at a 3%3.0% annual growth rate.

To select our peer group, we look for companies that represent the best match with PGE based on the following criteria:

Vertically Integrated Utility. Our peer companies should be vertically integrated utilities, with a business mix either focused on regulated electric operations or a balance of regulated electric and regulated gas operations.

Minimal Non-Regulated Business Activities. Non-regulated businesses should not be key drivers of the financial performance and strategy of our peer companies.

~~Market Capitalization~~Comparable Size. Our peer companies should be ~~in the small~~within a reasonable range relative to ~~mid-cap range ($1 to $10 billion in~~key financial measures, including revenues, market ~~capitalization), with adequate liquidity~~capitalization, and ~~size to attract key utility-focused institutional investors while also maintaining a retail investor base.~~enterprise value.

Investment-Grade Credit Ratings. Our peer companies should have credit ratings that allow for financing at a reasonable cost in most market environments.

Balanced Customer Mix. Our peer companies should have a balanced retail, commercial and industrial mix and service territories not overly reliant on one key customer or industry sector.

Regulatory Environment. Our peer companies should have a comparable cost of service ratemaking process and allowed return on equity, as well as a history of allowed recovery on regulatory assets, fuel and power costs and legitimate deferred costs.

Capital Structure. Our peer companies should demonstrate moderate leverage (generally less than 60% debt to total capitalization ratio) and no significant liquidity concerns.

Growth Opportunities. The growth opportunities of our peer companies should be based primarily on regulated activities.

We also ~~seek to maintain a peer group in which we are positioned near the median relative to key financial measures, including company revenues, market capitalization and enterprise value. Finally, we~~ consider geographic proximity, to the extent it could result in a company’s serving as a potential competitor for executive talent.

After considering information regarding candidate peer companies provided by ~~F.W.~~FW Cook, the Compensation Committee selected the following companies to serve as our compensation peer group for ~~2017:~~

~~2017 PEER GROUP~~2018:



2018 PEER GROUP
ALLETE, Inc.	Great Plains Energy Incorporated*	Pinnacle West Capital Corporation
Alliant Energy Corporation	IDACORP, Inc.	PNM Resources, Inc.
Avista Corporation	Northwest Natural Gas Company	SCANA Corporation
~~Cleco~~Black Hills Corporation	NorthWestern Corporation	~~UIL Holdings~~Vectren Corporation
El Paso Electric Company	OGE Energy Corp.	~~Vectren Corporation~~
~~Great Plains Energy Incorporated~~	~~Pinnacle West Capital Corporation~~	Westar Energy, Inc.*

* Great Plains Energy Incorporated and Westar Energy, Inc. were removed from the peer group following their merger in June 2018 and were replaced with NiSource Inc.

As shown below, PGE is positioned near the median of its ~~current~~2018 compensation peer group in terms of revenue, ~~net income,~~ market capitalization, and enterprise value.

~~PGE vs. PEER GROUP~~


PGE vs. PEER GROUP
	Revenues (1)		Net Income (2)		Market Capitalization (as of 12/31/17)		Enterprise Value (as of 12/31/17)		Revenues*		Market Capitalization* (as of 12/31/18)		Enterprise Value* (as of 12/31/18)
75th Percentile		$2,636		$361		$7,266		$11,224		$2,797		$6,832		$11,305
Median	1,700		199		4,979		6,628		1,708		4,297		6,529
25th Percentile	1,356		138		3,238		5,403		1,367		3,421		5,414
PGE	1,987		200		4,423		6,711		1,982		4,951		6,524
PGE Percentile Rank	53		50		45		51		57		50		43


~~(1)~~	~~Based on revenues for PGE and the peer group companies as reported for the 12 months ending September 30, 2017.~~


~~(2)~~	~~Based on net income for PGE and the peer group companies as reported for the 12 months ending September 30, 2017.~~

* All amounts in millions. Revenues as reported for the 12 months ending September 30, 2018.

~~TAX CONSIDERATIONS~~

Tax Considerations

Section 162(m) of the Code generally limits to $1 million annually the federal income tax deduction that a publicly held corporation may claim for compensation payable to certain of its respective current and former executive ~~officers, but that deduction limitation historically did not apply to performance-based compensation that met certain requirements.~~officers. As a part of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) Section 162(m) was amended ~~effective for taxable years beginning after December 31, 2017,~~ to ~~expand the scope of executive officers subject~~eliminate an exemption to ~~the~~this deduction limitation ~~and also to eliminate~~for certain performance-based compensation. Although the ~~performance-based compensation exception, though the exception generally continues to be~~exemption remained available on a “grandfathered” basis to performance-based compensation payable under a written binding contract in effect on November 2, ~~2017.~~2017, the company has determined that awards made under our incentive award plans may not be eligible for grandfathered treatment based on current IRS guidance.

In ~~determining~~structuring the company’s executive compensation ~~for our executive officers,~~program, the Compensation Committee considers the extent to which the compensation is deductible, including the effect of Section 162(m). In prior years, the Compensation Committee generally sought to structure our executive incentive compensation awards so that they qualified as performance-based compensation exempt from the Section 162(m) deduction limitation where doing so was consistent with the company’s compensation objectives, but it reserved the right to award non-deductible compensation. The Compensation Committee continues to evaluate the changes to Section 162(m) and their significance to the company’s compensation programs, but in any event its primary focus in its compensation decisions will remainremains focused on furthering the company’s business objectives, and ~~not on whether~~ the ~~compensation is deductible. The Compensation Committee~~committee did not make significant changes to the ~~company’s executive compensation~~ program ~~for 2018~~ in response to the ~~tax code changes.~~

2017 Tax Act.

~~CONSIDERATION OF “SAY-ON-PAY” VOTE~~Consideration of “Say on Pay” Vote

The Compensation Committee considers the results of the annual shareholder “Say-on-Pay” advisory vote on the compensation of the company’s named executive officers in developing the company’s executive compensation program. At our ~~2017~~2018 annual meeting of shareholders, ~~over 99%~~approximately 97.0% of the votes cast approved our compensation program as described in our ~~2017~~2018 proxy statement. We believe these results reflect broad shareholder support for our executive compensation program. ~~Accordingly, while~~While we made some modifications to our incentive award ~~programs~~program to ensure ~~market competitiveness and~~ alignment with ~~stakeholder interests,~~our strategic focus, we retained the core design of our compensation program for ~~2017.~~2018. We will continue to consider the results of annual shareholder advisory votes on executive compensation, as well as any feedback we may receive from shareholders and other stakeholders during the course of the year.

~~At our 2017 annual meeting we also conducted a shareholder advisory vote to determine how often a Say-on-Pay vote should be conducted. Our shareholders recommended, in a non-binding vote, a frequency~~ELEMENTS OF EXECUTIVE COMPENSATION

The primary elements of ~~one year for future shareholder Say-on-Pay voting. Our Board of Directors adopted this shareholder recommendation and approved a one-year frequency for shareholder advisory votes on~~ our executive compensation ~~program. We expect to conduct the next shareholder advisory vote on the frequency of our Say-on-Pay voting in 2023.~~

~~Elements of Compensation~~

~~Our executive pay includes the following elements:~~program consist of:

Base salaries;

Annual cash incentive awards;

Long-term equity incentive awards; and

Other standard benefits, including retirement benefits, health and welfare benefits and modest perquisites.

From time to time, particularly in the case of new hires and promotions, we also make one-time awards of additional cash or equity compensation, typically as a recruitment tool or to ensure market alignment.

We discuss each of these elements in the following sections.

~~BASE SALARIES~~

~~Overview~~Base Salaries

We pay base salaries to provide a fixed amount of compensation at levels needed to attract and retain qualified executives. The Compensation Committee considers the recommendations of our CEO before setting the base salaries of our executive officers other than the CEO. The independent directors approved the CEO’s base salary after receiving a recommendation from the Compensation Committee.

~~2017 Base Salaries~~

~~For 2017, annual~~The table below shows the base ~~salary increases~~salaries we established for our named executive officers ~~averaged 3.0% (excluding the increase~~ in ~~Ms. Pope’s salary when she assumed the role of President of the company).~~2017 and 2018.

~~2016 and 2017 BASE SALARIES~~


2017 and 2018 BASE SALARIES
	2016 Salary (1)		2017 Salary (2)		Annual Increase		2017 Salary (1)		2018 Salary (2)		Annual Increase
James J. Piro		$798,662		$822,622	3.0	%
Maria M. Pope								$650,000		$750,000	15.40%
James F. Lobdell	420,000		432,604		3.0	%	432,604		445,582		3.00%
Maria M. Pope	450,000		454,500		1.0	%
J. Jeffrey Dudley	370,000		381,106		3.0	%
Lisa A. Kaner							350,000		367,500		5.00%
John T. Kochavatr							n/a		330,000		n/a
William O. Nicholson	320,000		329,608		3.0	%	329,608		329,608		0.00%
W. David Robertson	295,000		312,723		6.0	%


(1)	Effective ~~April 11, 2016.~~March 27, 2017, except in the case of Ms. Kaner, whose salary was effective on June 29, 2017, the first day of her employment by the company.


(2)	Effective March ~~27, 2017. Ms. Pope’s annual base~~12, 2018, except in the case of Mr. Kochavatr, whose salary was ~~increased to $650,00~~ effective ~~October~~on February 1, ~~2017, when she assumed~~2018, the ~~position~~first day of ~~President of~~his employment by the company.

Ms. Pope was appointed President of the Company in October 2017 and was appointed Chief Executive Officer effective January 1, 2018, in connection with the retirement of our previous President and CEO. The committee determined that, for 2018,

a significant increase in Ms. Pope’s base salary was appropriate in order to bring her compensation closer to the market median following her successful transition to her new role. As adjusted, her base salary is below the median of the peer group for 2018.

~~ANNUAL CASH INCENTIVE AWARDS~~

~~Overview~~Annual Cash Incentive Awards

We grant annual cash incentive awards under our 2008 Annual Cash Incentive Master Plan for Executive Officers (“Annual Cash Incentive Plan”) to provide our executives with incentives to advance stakeholder interests by linking their pay to short-term company performance in important financial and operational areas.

~~The Annual Cash Incentive Plan permits~~ We base our award payouts on well-defined and rigorous metrics, although the ~~Compensation Committee~~committee has discretion to ~~grant~~make adjustments to awards ~~that are intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code. (Although the exemption for performance-based compensation~~ under ~~Section 162(m) was recently repealed, awards made on or before November 2, 2017 may still qualify for the exemption.) Under~~ the terms of the plan, ~~in determining~~and has exercised this discretion from time to time as appropriate to ensure that award payouts reflect core operational and financial performance ~~results for such awards, the Compensation Committee is required to exclude the impact of “Extraordinary Events.” These are defined in the plan as “non-recurring,~~rather than extraordinary or unusual or extraordinary events,” and include the following types of occurrence: (i) regulatory disallowances, (ii) corporate restructuring, (iii) gains or losses on the disposition of a major asset, (iv) changes in regulatory, tax or accounting regulations or laws, (v) resolution or settlement of litigation and (vi) the effect of a merger. The committee has discretion to make downward adjustments to awards granted as “performance-based compensation” for purposes of Section 162(m), but does not have the ability to make discretionary upward adjustments. See page 35 under the heading “Tax Considerations” for a discussion of Internal Revenue Code Section 162(m).events.

~~2017~~2018 Annual Cash Incentive Award Program

Under our ~~2017~~2018 annual cash incentive program, each officer’s award was calculated by multiplying a target award by the sum of two percentages: a “financial performance percentage” and an “operating performance percentage,” each weighted equally:

AWARD

TARGET AWARD

FINANCIAL PERFORMANCE %

X 50%

OPERATING PERFORMANCE %

X 50%

Target Awards. Target awards were established by multiplying base salary paid in ~~2017~~2018 by the applicable percentage shown in the table below. The target awards of all of our executives were close to the ~~competitive reference point~~median for their positions.

~~2017 ANNUAL CASH INCENTIVE AWARDS~~

Target Awards (Award at Target Performance) Award at Maximum Performance Target Award as Multiple of Base Salary
James J. Piro
$805,422

$1,208,132
95%
James F. Lobdell 236,066
354,100
55%
Maria M. Pope 272,056
408,083
55%
J. Jeffrey Dudley* 189,059
283,588
50%
William O. Nicholson 163,512
245,268
50%
W. David Robertson 123,183
184,774
40%

*Mr. Dudley’s target award assumes service for the entire year and does not reflect his retirement in June 2017.



2018 ANNUAL CASH INCENTIVE AWARDS
	Target Awards (Award at Target Performance)		Award at Maximum Performance		Target Award as Multiple of Base Salary
Maria M. Pope		$746,154		$1,119,231	100.00	%
James F. Lobdell	265,552		398,328		60.00	%
Lisa A. Kaner	181,731		272,596		50.00	%
John T. Kochavatr	129,652		194,477		45.00	%
William O. Nicholson	164,804		247,206		50.00	%

Financial Performance Percentage. The financial performance percentage was based on the company’s ~~2017~~2018 diluted earnings per share, adjusted as ~~necessary~~deemed appropriate by the Compensation Committee to exclude the financial impact of extraordinary, non-recurring events, relative to a target established by the Compensation Committee. The table below shows the EPS required for threshold, target and maximum performance and the associated financial performance percentages. Results between threshold, target and maximum were interpolated to determine the actual performance percentage. EPS of at least 70% of target EPS was required to achieve any payout under the awards.

~~FINANCIAL PERFORMANCE TARGETS AND ASSOCIATED PAYOUT PERCENTAGES~~


FINANCIAL PERFORMANCE TARGETS AND ASSOCIATED PAYOUT PERCENTAGES										FINANCIAL PERFORMANCE TARGETS AND ASSOCIATED PAYOUT PERCENTAGES
	Threshold			Target			Maximum			Threshold			Target			Maximum
Percentage of Target	85		%	100		%	115		%	85.00		%	100.00		%	115.00		%
Earnings Per Share		$1.91			$2.25			$2.59			$1.96			$2.30			$2.65
Performance Percentage	50.0		%	100.0		%	150.0		%	50.00		%	100.00		%	150.00		%




CUSTOMER SATISFACTION

	Threshold		Target		Maximum
Performance Percentage	50.0	%	100.0	%	150.0	%
Performance Targets	39.80	%	44.10	%	54.70	%

Customer satisfaction is measured by the average of the company’s residential, general business and key customer satisfaction scores, where satisfaction is defined as a rating of 9 or higher on a 10-point scale. Scores are determined by calculating the weighted average of the following:
• Average of 4 quarterly ratings of the Market Strategies Study for Residential Customers.
• Average of 2 semiannual ratings of the Market Strategies Study for Business Customers.
• Annual rating results from the TQS Research, Inc. 2017 Annual Benchmark of Large Key Accounts.
These ratings are weighted by the annual revenue from each customer group that produces the annual rating.



CUSTOMER SATISFACTION
	Threshold		Target		Maximum
Performance Percentage	50.00	%	100.00	%	150.00	%
Performance Targets	39.60	%	43.40	%	53.20	%

Customer satisfaction is measured by the average of the company’s residential, general business and key customer satisfaction scores, where satisfaction is defined as a rating of 9 or higher on a 10-point scale. Scores are determined by calculating the weighted average of the following:
• Average of 4 quarterly ratings of the Market Strategies Study for Residential Customers.
• Average of 2 semiannual ratings of the Market Strategies Study for Business Customers.
• Annual rating results from the TQS Research, Inc. 2017 Annual Benchmark of Large Key Accounts.
These ratings are weighted by the annual revenue from each customer group that produces the annual rating. Customer satisfaction goals are updated annually based on projections of ratings required to achieve 50th, 65th and 90th percentile rankings.



ELECTRIC SERVICE POWER QUALITY & SYSTEM RELIABILITY

	Threshold		Target	Maximum
Performance Percentage	50.0	%	100.0%	150.0%
Performance Targets
SAIDI (weighted 70%)	83.00		76.00	71.00
SAIFI (weighted 15%)	0.80		0.70	0.65
MAIFI (weighted 15%)	2.00		1.60	1.30

• SAIDI is a service reliability index equal to the sum of customer outage durations (in minutes) divided by total number of customers served.
• SAIFI is the total number of customer outages divided by total number of customers served.
• MAIFI is the total number of customer momentary interruptions divided by total number of customers.



ELECTRIC SERVICE POWER QUALITY & SYSTEM RELIABILITY
	Threshold		Target	Maximum
Performance Percentage	50.00	%	100.00%	150.00%
Performance Targets

Outage duration per customer (“SAIDI”) (weighted 55%)	105.00		90.00	76.00
Outages per customer (“SAIFI”) (weighted 15%)	0.80		0.70	0.65
Momentary outages per customer (“MAIFI”) (weighted 15%)	2.00		1.60	1.30
Average restoration time (“CAIDI”) (weighted 15%)	155.00		127.00	111.00

• SAIDI is the sum of customer outage durations (in minutes) divided by total number of customers served.
• SAIFI is the total number of customer outages divided by total number of customers served, where an outage is defined as a service interruption lasting over five minutes.
• MAIFI is the total number of customer momentary interruptions divided by total number of customers served, where a momentary outage is defined as a service interruption lasting five minutes or less.
• CAIDI is SAIDI divided by SAIFI, and represents the average outage time a customer experiences.



POWER COST MANAGEMENT

	Threshold	Target	Maximum
Performance Percentage	50.0%	100.0%	150.0%
Performance Targets	$11.0M	$22.0M	$33.0M

Power Cost Management is measured by net variable power cost reduction, which is equal to wholesale power and fuel sales less the sum of all variable power costs, including wholesale (physical and financial) power purchases, fuel costs, and other costs that change as power output changes.



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Proxy Statement Summary	1	Proposal 4: Approval of Stock Incentive Plan, as amended and restated	24
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers	5	Compensation and Human Resources Committee Report	30
Section 16(a) Beneficial Reporting Compliance	6	Compensation Discussion and Analysis	30
Executive Officers	6	Executive Summary	30
Corporate Governance	7	How We Make Compensation Decisions	31
Board of Directors	7	Elements of Compensation	35
Non-Employee Director Compensation	9	Other Compensation Practices	44
Director Independence	10	Executive Compensation Tables	45
Board Committees	11	Summary Compensation	45
Policies on Business Ethics and Conduct	14	Grants of Plan-Based Awards	47
Certain Relationships and Related Persons Transactions	14	Outstanding Equity Awards at Fiscal Year-End	48
Compensation Committee Interlocks and Insider Participation	14	Stock Units Vested	49
Equity Compensation Plans	14	Pension Benefits	49
Audit Committee Report	15	Non-Qualified Deferred Compensation	50
Principal Accountant Fees and Services	16	Termination and Change in Control Benefits	51
Pre-Approval Policy for Independent Auditor Services	16	Additional Information	56
Proposal 1: Election of Directors	17	Questions and Answers about the Annual Meeting	56
Board of Directors	17	Shareholder Proposals for the 2019 Annual Meeting	59
Director Nominees	17	Communications with the Board of Directors	59
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm	22	Appendix A - Portland General Electric Company Amended Stock Incentive Plan	A-1
Proposal 3: Non-Binding Advisory Vote on Approval of Compensation of Named Executive Officers	23



	2017		2016
Audit Fees	$	1,665,725	$	1,625,000
Audit-Related Fees	99,000		79,564
Tax Fees	—		—
All Other Fees	3,790		5,700
Total	$	1,768,515	$	1,710,264



Name and Principal Position	Year	Salary	Stock Award	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings		All Other Compensation	Totals
James J. Piro Chief Executive Officer*	2017	858,671	1,562,979	901,106	138,351		324,146	3,785,253
	2016	836,431	1,517,452	680,574	135,052		148,124	3,317,633
	2015	805,549	1,395,704	688,826	41,221		138,451	3,069,751
James F. Lobdell Senior Vice President, Finance, Chief Financial Officer and Treasurer	2017	457,362	519,114	264,111	190,458		63,100	1,494,145
	2016	449,074	461,998	206,396	114,897		45,824	1,278,189
	2015	413,356	402,470	201,648	14,470		44,943	1,076,887
Maria M. Pope President*	2017	540,491	545,362	333,540	88,124		71,937	1,579,454
	2016	477,576	494,985	245,180	55,384		60,683	1,333,808
	2015	464,728	438,582	234,258	25,302		64,135	1,227,005
J. Jeffrey Dudley Vice President, General Counsel and Corporate Compliance Officer	2017	203,768	342,992	113,943	47,281		117,238	825,222
	2016	398,086	332,983	166,364	54,397		48,352	1,000,182
	2015	385,729	289,784	169,364	(1,375	)	48,796	892,298
William O. Nicholson Senior Vice President, Customer Service, Transmission & Distribution	2017	332,534	230,684	174,173	198,538		43,278	979,207
	2016	322,903	223,992	135,991	120,053		39,627	842,566
	2015	317,720	216,781	142,684	46,614		43,586	767,385
W. David Robertson Vice President, Public Policy	2017	309,599	218,894	137,817	111,974		41,330	819,614
W. David Robertson Vice President, Public Policy



Name and Address of Beneficial Owner	Amount and Nature of Ownership	Percent of Class
5% or Greater Holders
The Vanguard Group, Inc.(1)	8,061,203	9.04	%
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.(2)	8,922,780	10	%
40 East 52nd Street
New York, NY 10022
JP MORGAN CHASE & CO.(3)	4,591,098	5.1	%
270 Park Avenue
New York, NY 10017
Non-Employee Directors
John W. Ballantine	20,416 (4)	*
Rodney L. Brown, Jr.	19,740 (4)	*
Jack E. Davis	11,905 (4)	*
David A. Dietzler	20,416 (4)	*
Kirby A. Dyess	16,782 (4)	*
Mark B. Ganz	20,416 (4)(5)	*
Kathryn J. Jackson	8,593 (4)	*
Neil J. Nelson	20,016 (4)(5)	*
M. Lee Pelton	20,416 (4)	*
Charles W. Shivery	9,011 (4)	*
Named Executive Officers
James J. Piro	182,486	*
James F. Lobdell	39,546	*
Maria M. Pope	19,641 (5)	*
J. Jeffrey Dudley	49,355	*
William O. Nicholson	20,581	*
W. David Robertson	20,404	*
All of the company's executive officers and directors as a group (23 persons)	558,485	*



Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		All Other Compensation (3)		Total
John W. Ballantine	$	92,250	$	89,310	$	1,650	$	183,210
Rodney L. Brown, Jr.	84,750		89,310		1,650		175,710
Jack E. Davis	141,750		89,310		1,650		232,710
David A. Dietzler	84,750		89,310		1,650		175,710
Kirby A. Dyess	96,000		89,310		1,650		186,960
Mark B. Ganz	84,750		89,310		1,650		175,710
Kathryn J. Jackson	84,750		89,310		1,650		175,710
Neil J. Nelson	99,750		89,310		1,650		190,710
M. Lee Pelton	92,250		89,310		1,650		183,210
Charles W. Shivery	84,750		89,310		1,650		175,710



o	Definitive Additional Materials



o	Soliciting Material under §240.14a-12



Annual Cash Retainer Fees
Annual Cash Retainer Fee for Directors	$	50,000
Additional Annual Cash Retainer Fee for Chairman of the Board	75,000
Additional Annual Cash Retainer Fee for Audit Committee Chair	15,000
Additional Annual Cash Retainer Fee for Compensation and Human Resources Committee Chair	11,250
Additional Annual Cash Retainer Fee for Other Committee Chairs	7,500
Annual Committee Service Fee (per committee)	18,000
Value of Annual Grant of Restricted Stock Units	90,000



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans approved by security holders	625,323(1)	N/A	3,345,262(2)(3)
Equity Compensation Plans not approved by security holders	N/A	N/A	N/A
Total	625,323(1)	N/A	3,345,262(2)(3)



	2017		2016
Audit Fees(1)	$	1,665,725	$	1,625,000
Audit-Related Fees(2)	99,000		79,564
Tax Fees(3)	—		—
All Other Fees(4)	3,790		5,700
Total	$	1,768,515	$	1,710,264



			Number of Units Subject to Contingent Employee Awards
			Time Based Awards	Performance Based Awards
Name and Position	Dollar Value			Threshold	Maximum
James J. Piro Chief Executive Officer (1)	$	518,129	—	12,041	21,072
James F. Lobdell Senior Vice President, Finance, Chief Financial Officer and Treasurer	$	1,053,823	—	25,451	44,539
Maria M. Pope President and Chief Executive Officer (1)	$	2,045,400	—	50,230	87,903
J. Jeffrey Dudley Vice President, General Counsel and Corporate Compliance Officer	$	58,892	—	1,369	2,395
William O. Nicholson Senior Vice President, Customer Service, Transmission and Distribution	$	468,373	—	11,311	19,795
W. David Robertson Vice President, Public Policy	$	444,380	—	10,732	18,781
All current executive officers (11 people)	$	7,734,657	4,797	181,753	318,068
All current non-employee directors	$	900,000	19,450	—	—
All other employees including current non-executive officers	$	4,000,283	9,949	86,610	151,568



Generation Plant Availability 40.00%	Customer Satisfaction 30.00%	Electric Service Power Quality & System Reliability 30.00%



Generation Plant Availability 20.00%	Customer Satisfaction 40.00%	Electric Service Power Quality & System Reliability 40.00%


GENERATION PLANT AVAILABILITY	GENERATION PLANT AVAILABILITY						GENERATION PLANT AVAILABILITY
							Threshold		Target		Maximum
	Threshold		Target		Maximum
Performance Percentage	50.0	%	100.0	%	150.0	%	50.00	%	100.00	%	150.00	%
Performance Targets	86.73	%	88.48	%	90.23	%	87.39	%	90.36	%	91.85	%
Generation plant availability is measured by the amount of time that a generating plant is able to produce electricity over a certain period (determined by subtracting from total hours in the period all maintenance outage hours, planned outage hours and forced outage hours), divided by the number of hours in the period. To set the threshold, target and maximum performance levels for this goal, we established individual plant goals, which were then weighted to produce overall performance targets. To establish each individual plant goal, we used the following formulas:
Generation plant availability is measured by the amount of time that a generating plant is able to produce electricity over a certain period (determined by subtracting from total hours in the period all maintenance outage hours, planned outage hours and forced outage hours), divided by the number of hours in the period. To set the maximum, target and threshold performance levels for this goal, we established individual plant goals, which were then weighted to produce overall performance targets. To establish each individual plant goal, we used the following formulas:							Generation plant availability is measured by the amount of time that a generating plant is able to produce electricity over a certain period (determined by subtracting from total hours in the period all maintenance outage hours, planned outage hours and forced outage hours), divided by the number of hours in the period. To set the maximum, target and threshold performance levels for this goal, we established individual plant goals, which were then weighted to produce overall performance targets. To establish each individual plant goal, we used the following formulas:



Max Availability Factor = PH - (POH + MOH + MaxFOH) * 100% PH Target Availability Factor = PH - (POH + MOH + MeanFOH) * 100% PH ~~Min~~Threshold Availability Factor = PH - (POH + MOH + ThresholdFOH) * 100% PH



where: PH = Period hours (8,760 hours) POH = Planned outage hours, i.e. the sum of outage hours planned for annual maintenance, overhaul activities and engineering modifications MOH = Industry mean maintenance hours based on the most recent ~~(2014) NERC GADS~~(2016) North American Electric Reliability Corporation Generating Availability Data System (NERC GADS) data for similar design power plants FOH = Forced outage hours relative to an industry mean based on the most recent ~~(2014)~~(2016) NERC GADS data for similar design power plants, as follows: MaxFOH = 50% of the industry mean forced outage hours MeanFOH = Industry mean forced outage hours ThresholdFOH = ~~150%~~200% of the industry mean forced outage hours



~~Generation Plant Availability~~ ~~40%~~	~~Customer Satisfaction~~ ~~30%~~	~~Electric Service Power Quality & System Reliability~~ ~~30%~~



~~Generation Plant Availability~~ ~~40%~~	~~Power Cost Management~~ ~~40%~~	~~Electric Service Power Quality & System Reliability~~ ~~10%~~	~~Customer Satisfaction~~ ~~10%~~



~~Generation Plant Availability~~ ~~20%~~	~~Electric Service Power Quality & System Reliability~~ ~~40%~~	~~Customer Satisfaction~~ ~~40%~~


2018 ANNUAL CASH INCENTIVE PERFORMANCE RESULTS													2018 ANNUAL CASH INCENTIVE PERFORMANCE RESULTS
Annual Cash Incentive Metrics	Actual		Threshold		Target			Max			Performance %		Actual		Threshold		Target		Max		Performance %
Financial Goal
EPS*	$2.29		$1.91			$2.25			$2.59		105.9	%	$2.25		$1.96		$2.30		$2.65		92.77	%
Operating Goals
Generation Plant Availability	90.34	%	86.73	%	88.48		%	90.23		%	150.0	%	92.71	%	87.39	%	90.36	%	91.85	%	150.00	%
Customer Satisfaction	54.49	%	39.80	%	44.10		%	54.70		%	149.1	%	56.29	%	39.60	%	43.40	%	53.20	%	150.00	%
Electric Service Power Quality and System Reliability
SAIDI	112.80		83.00		76.00			71.00			0.0	%
SAIFI	.62		0.80		0.70			0.65			150.0	%
MAIFI	1.35		2.00		1.60			1.30			141.7	%
Power Cost Management	$37.1M		$11.0M		$22.0M			$33.0M			150.0	%
Electric Service Power Quality and System Reliability (weighted average of performance results)																					103.00	%
SAIDI (weighted 55%)													88.47		105.00		90.00		76.00		105.50	%
SAIFI (weighted 15%)													.52		0.80		0.70		0.65		150.00	%
MAIFI (weighted 15%)													1.26		2.00		1.60		1.30		150.00	%
CAIDI (weighted 15%)													171.52		155.00		127.00		111.00		0.00	%



Named Executive Officer	Financial Performance Percentage	Operating Performance Percentage	Final Award		Final Award as % of Target
James J. Piro	105.9%	117.8%		$901,106	111.9%
James F. Lobdell	105.9%	117.8%	264,111		111.9%
Maria M. Pope	105.9%	139.3%	333,540		122.6%
J. Jeffrey Dudley	105.9%	117.8%	113,943		111.9%
William O. Nicholson	105.9%	107.1%	174,173		106.5%
W. David Robertson	105.9%	117.8%	137,817		111.9%



NAMED EXECUTIVE OFFICER ANNUAL INCENTIVE AWARD PAYOUTS
Named Executive Officer	Financial Performance Percentage	Operating Performance Percentage	Final Award		Final Award as % of Target
Maria M. Pope	92.77%	135.90%		$853,078	114.33%
James F. Lobdell	92.77%	135.90%	303,606		114.33%
Lisa A. Kaner	92.77%	135.90%	207,773		114.33%
John T. Kochavatr	92.77%	135.90%	148,231		114.33%
William O. Nicholson	92.77%	131.20%	184,548		111.98%



# of RSUs Granted	=	~~2017~~2018 Base Salary x Award Multiple Grant Date Closing Common Stock Price


2018-2020 PERFORMANCE RSU AWARDS
Name	Award Value at Target Performance		Award Value at Maximum Performance		Target Award as Multiple of Base Salary	Award Value at Target Performance		Award Value at Maximum Performance		Target Award as Multiple of Base Salary
James J. Piro		$1,562,979		$2,735,202	1.9
Maria M. Pope							$1,499,987		$2,624,977	2.00
James F. Lobdell	519,114		908,449		1.1	534,677		935,674		1.20
Maria M. Pope	545,362		954,405		1.1
J. Jeffrey Dudley	342,992		600,225		0.9
Lisa A. Kaner						330,743		578,810		0.90
John T. Kochavatr						230,973		404,193		0.70
William O. Nicholson	230,684		403,707		0.7	237,643		415,895		0.70
W. David Robertson	218,894		383,053		0.7


◦	Why we use this measure: This goal measures how successful the company is at generating a return on dollars invested by its shareholders. Because the company’s return on its investment can fluctuate based on OPUC rate case orders, we believe the appropriate measure of our ability to generate earnings on shareholder investments is Accounting ROE as a percentage of Allowed ROE.



PERFORMANCE TARGETS AND PAYOUT PERCENTAGES
	Threshold*	Target	Maximum	Weighting	Percentage Earned
	(50% Payout)	(100% Payout)	(200% Payout for Relative TSR 150% Payout for ROE)
Goals
~~Total Shareholder Return~~Relative TSR	30^th Percentile of EEI Regulated Index	50^th Percentile of EEI Regulated Index	90^th Percentile of EEI Regulated Index	~~50%~~50.00%	0 to 100%
Return on Equity	75% of Allowed ROE	90% of Allowed ROE	100% of Allowed ROE	~~50%~~50.00%	0 to 75%

	Total Percentage of Target Award Earned				0 to 175%



RETURN ON EQUITY RESULTS								REGULATED ASSET BASE RESULTS		TSR RESULTS
	2015		2016		2017*		Average		As of 12/31/2017 (Thousands)		2017
Allowed ROE	9.68	%	9.60	%	9.60	%		Target Asset Base	$5,318,992	Target	50th Percentile
Accounting ROE	8.26	%	8.38	%	8.54	%		Actual Asset Base	$5,557,663	Actual	36th Percentile
Accounting ROE as % of Allowed ROE	85.3	%	87.3	%	89.0	%	87.2%	Actual Amount as % of Target	104.5%
Payout Percentage							90.7%		150.0%		65.9%