In addition, the Boards of PG&E Corporation and Pacific Gas and Electric Company have nominated, and recommend that shareholders vote in favor of, the following candidates for election to the Boards at the 2019 Annual Meetings:

As noted above, there are currently 13 directors on the Board of PG&E Corporation, which is the maximum number of directors currently permitted under the Corporation Charter. In order to allow for the addition of more diverse perspectives and to enhance the collective effectiveness of the PG&E Corporation Board, shareholders are being asked to vote on a proposal to amend the Corporation Charter to increase the maximum size of the PG&E Corporation Board to 15 members (and to concurrently increase the minimum size of the PG&E Corporation Board to 8 members, as required by state law).The Board of PG&E Corporation unanimously recommends that shareholders vote FOR each ofestimates regarding PG&E Corporation’s director nomineesnon-GAAP core earnings per share, PSPS program, WMP, climate and FOR the proposal to amend the Corporation Charter to increase the maximum size of the PG&E Corporation Board to 15 members.Under each company’s Corporate Governance Guidelines, each member of each Board is elected annuallyclean energy goals and serves a one-year term.

We are confident these slates of nominees, including PG&E Corporation’s new CEOcommitments, and President, Bill Johnson, will guide the companies through the Chapter 11 process while balancing the interests of all stakeholders.

In 2019, the elections of directors for the Corporation and for Pacific Gas and Electric Company are not contested, and therefore, directors of the Corporation and of Pacific Gas and Electric Company will be elected by a majority of the votes represented and voting at the 2019 Annual Meetings.

Below is summary information about each director nominee recommended by the Corporation and Utility Boards. See pages 21 to 29 for complete biographical information for each of the nominees. The Boards recommend that you vote FOR each of the nominees.

Corporate Governance Highlights

Vote to Approve Charter Amendment Proposal

We are asking shareholders of the Corporation to approve a resolution to amend the Corporation Charter to increase the maximum size of the Corporation Board to 15 members (and to concurrently increase the minimum size of the Corporation Board to 8 members), effective at the 2019 annual meeting. The Corporation Board recommends a “FOR” vote because it believes that increasing the size of the Corporation Board is in the best interest of the Corporation and its shareholders, will allow for more diverse perspectives on the Board, and will enhance the overall effectiveness of the Corporation Board. The increase of the size of the Corporation Board will allow all 14 individuals nominated by the Corporation Board to serve as directors on the Corporation Board following the 2019 annual meeting with one additional vacant seat to be filled in the future as appropriate. In the event that the PG&E Corporation shareholders do not approve the Charter Amendment Proposal (Item No. 2), any votes to elect Mr. Johnson to the Corporation Board will be disregarded.

Auditors

As a matter of good corporate governance, we are asking shareholders of each company to ratify the selection of Deloitte & Touche LLP (“Deloitte & Touche”) as that company’s Independent Auditor for 2019. We provide information on fees paid to Deloitte & Touche beginning on page 51. Each Board recommends a vote “FOR” the proposal to ratify the appointment of Deloitte & Touche.

Advisory Vote to Approve Executive Compensation

We are asking shareholders of each company to approve on an advisory basis the compensation paid for 2018 to that company’s executive officers named in the Summary Compensation Table of this Proxy Statement (“say-on-pay” vote). Each Board recommends a “FOR” vote because it believes that the applicable company’s compensation policies and practices were effective in achieving the companies’ goals of rewarding sustained financial and operating performanceexpectations, estimates, plans, and excellence, aligningstrategies. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the executives’ long-term interests withrisk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those of our shareholders,contemplated by the forward-looking statements include factors disclosed in PG&E Corporation’s and motivating executives to remainthe Utility’s annual report on Form 10-K for the year ended December 31, 2022 and other reports filed with the companies for longSecurities and productive careers.

Shareholder Proposals

The proxy materials contain two proposals submitted pursuantExchange Commission (SEC), which are available on PG&E Corporation’s website at pgecorp.com and on the SEC's website at sec.gov. Some of the factors that could cause future climate and clean energy results to SEC Rule 14a-8differ materially from those expressed or implied by individual PG&E Corporation shareholders pertainingthe forward-looking statements, or from historical results, include, but are not limited to: whether we are able to (1) Corporation structure reformdedicate adequate resources to implement our climate strategy; uncertainty regarding maturing technologies; uncertainly whether the necessary infrastructure updates will be made to enable a diverse supply of cleaner fuels; the degree to which customers adopt technologies and (2) improvement of shareholder proxy access. These proposals are being submittedbehaviors that reduce greenhouse gas emissions; regulatory and financing innovations needed to PG&E Corporation shareholders only. The PG&E Corporation Board recommends that the Corporation’s shareholders vote “AGAINST” these proposalsreduce unnecessary new costs for the reasons indicated beginning on page 95.

General Information Aboutenergy system, and recovering necessary costs in a sustainable, equitable, and affordable manner; the 2019 Annual Meetingsdegree to which we attract, retain, and Voting

Answersdevelop a workforce with the required skill profiles to many frequently asked questions aboutmeet our climate strategy; and the 2019 Annual Meetingsimpact of changes to federal, state, and voting can be found inlocal climate policies. Additionally some of the Q&A section beginning on page 11.

2020 Annual Meetings

General Information Aboutfactors that could cause our undergrounding results to differ materially from those expressed or implied by the 2019 Annual Meetings and Voting

How do I vote?

If your shares are registered to you directly, there are three ways to submit your Proxy:

			Over the Internet. You may submit your Proxy and vote your shares over the Internet by following the instructions on the Proxy Card.
			By telephone. You may submit your Proxy and vote your shares by calling the toll-free number on the Proxy Card.
			By mail. You may submit your Proxy and vote your shares by completing, signing, and dating the Proxy Card and mailing it in the postage-paid envelope provided.

You can also attend and vote at the 2019 Annual Meetings, however we encourage you to vote your proxy over the Internet, telephone,forward-looking statements, or mail prior to the meeting, even if you plan to attend in person. (See meeting location information on the back cover of this Proxy Statement).

If your sharesfrom historical results, include, but are not registered to you directly but are held indirectly through a broker, bank, trustee, nominee,limited to: the timing and outcome of CPUC proceedings, including ratemaking and cost recovery. Other unpredictable or other third party (“broker”), follow the instructions provided by your broker to vote your shares.If you dounknown factors not submit voting instructions to your broker, the broker will not be permitted to vote your sharesdiscussed in this report could also have material adverse effects on any proposal, unless it constitutes a “routine” item and your broker is a member of the NYSE and permitted by NYSE rules to vote on “routine” items. The election of directors, the say-on-pay vote, the Charter Amendment Proposal, and shareholder proposals, for example, are “non-routine” items.

If you are a 401(k) Plan participant, specific instructions for voting are noted on the Voting Instruction Card.

Can I change my vote?

If your shares are registered to you directly, you can change your vote or revoke your Proxy any time before it is exercised by doing one of the following before the applicable deadline: (1) returning a signed Proxy Card with a later date, (2) entering a new vote over the Internet or by telephone, (3) notifying the Corporate Secretary of PG&E Corporation or the Utility, as appropriate, in writing, at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177 or (4) submitting a written ballot at the 2019 Annual Meetings. Your attendance at the 2019 Annual Meetings will not automatically revoke your Proxy unless you vote again at the 2019 Annual Meetings.

If you are a participant in a 401(k) Plan, you may change your vote at any time prior to 6:00 a.m., Eastern time, on Wednesday, June 19, 2019. The last vote that the 401(k) Plan trustee receives from you within this timeframe will be the vote that is counted. Participants in a 401(k) Plan are not eligible to vote in person at the 2019 Annual Meetings.

If your shares otherwise are not registered to you directly but are registered in the name of your nominee (such as a broker, bank, trustee, or other third party), follow the instructions provided by your nominee to change your vote or revoke your voting instructions.

What is the voting deadline?

If you hold your shares directly and submit your Proxy over the Internet or by telephone, your vote must be received by 6:00 a.m., Eastern time, on Friday, June 21, 2019. These Internet and telephone voting procedures comply with California law. If you submit your Proxy by mail, your vote must be received by 10:00 a.m., Pacific time, on Friday, June 21, 2019.

If you are a participant in a 401(k) Plan, your voting instructions must be received by 6:00 a.m., Eastern time, on Wednesday, June 19, 2019, for the 401(k) Plan trustee to vote your shares.

If your shares otherwise are not registered to you directly but are registered in the name of your nominee (such as a broker, bank, trustee, or other third party), please consult information provided by the nominee.

Have other candidates been nominated for election at the 2019 Annual Meetings in opposition to PG&E Corporation Board’s nominees?

As of the date of this Proxy Statement, no other candidates have been nominated for election at the 2019 Annual Meetings in opposition to the Corporation Board nominees. Previously, BlueMountain had provided notice of its intent to nominate a slate of 13 nominees for election to the Corporation Board at the 2019 annual meeting in opposition to the Corporation Board’s recommended nominees. In connection with a settlement agreement between the Corporation and BlueMountain, BlueMountain has withdrawn all of its nominees. For more information regarding the settlement agreement with BlueMountain please refer to page 18.

What am I voting on, and what are each Board’s voting recommendations?

PG&E Corporation shareholders will be voting on the following items andthe Board of the Corporation unanimously recommends that you vote as follows:

The Utility’s shareholders will be voting on the following items andthe Board of the Utility unanimously recommends that you vote as follows:

What vote is required to approve each item?

A majority voting standard applies to the election of each director nominee and to the approval of Item Nos. 3, 4, 5, and 6. Under a majority voting standard, approval occurs if the shares voted “for” a director nominee or other item exceed the number of shares voted “against” that nominee or item. In addition, the shares voting affirmatively must equal at least a majority of the quorum that is required to conduct business at each meeting. This means that the shares voting affirmatively must be greater than 25 percent of the outstanding shares entitled to vote.

The approval of Item No. 2 (Charter Amendment Proposal) with respect to the Corporation requires the vote of a majority of the Corporation’s outstanding shares of common stock as of the record date. In the event that the shareholders of the Corporation do not approve the Charter Amendment Proposal, then any votes to elect Mr. Johnson will be disregarded.

In determining whether a majority of the shares represented and voting have elected a director nominee or approved a proposal, abstentions and any broker non-votes (see the definition below under “What is a broker non-vote?”) will not be considered.

For all matters subject to a majority voting standard (i.e., all matters other than the Charter Amendment Proposal), abstentions and broker non-votes that occur with respect to the election of a director nominee or a proposal could prevent the election of a nominee or the approval of a proposal if the number of shares voting affirmatively does not constitute a majority of the required quorum. For the Charter Amendment Proposal, abstentions and any broker non-votes will have the same effect as a vote against this proposal and could prevent the approval of this proposal if the number of shares voting affirmatively does not constitute a majority of the Corporation’s outstanding shares of common stock as of the record date.

Abstentions and broker non-votes will be treated as present for the purpose of determining whether a quorum is present at each meeting.

Where shareholders are being asked for an advisory vote or for ratification (Item Nos. 3, 4, 5, and 6), any voting results with respect to these items will be non-binding on the affected company but will be considered by that company’s Board.

What is a broker non-vote?

If you hold your shares indirectly through your broker, then your broker is the registered holder of your shares and submits the Proxy to vote your shares. You are the beneficial owner of the shares, and typically you will be asked to provide your broker with instructions as to how you want your shares to be voted. Under the rules of the NYSE, if you fail to provide your broker with voting instructions, your broker can use its discretion to vote your shares on “routine” matters, like the ratification of the appointment of the Independent Auditor. However, your broker may not use its discretion to vote your shares on “non-routine” matters, like director elections, advisory votes on executive compensation, the Charter Amendment Proposal, and the shareholder proposals. When a broker votes your shares on routine matters but is unable to vote your shares on other non-routine matters because you have failed to provide instructions on how to vote any non-routine matters, a “broker non-vote” occurs with respect to these other non-routine matters.

What shares am I entitled to vote?

If you are a PG&E Corporation registered shareholder, you are entitled to vote all the shares of PG&E Corporation common stock that you own (or for which you have been given the right to provide instructions as to how such shares should be voted) as of the close of business on May 15, 2019 (the “record date”). If you are a Utility registered shareholder, you are entitled to vote all the shares of Utility preferred stock that you own (or for which you have been given the right to provide instructions as to how such shares should be voted) as of the record date.

If you are a registered holder of both PG&E Corporation common stock and Utility preferred stock, you are entitled to vote separately on each company’s proposals.

We encourage shareholders to submit proxies in advance of the 2019 Annual Meetings over the Internet, by telephone, or by mail. You can ensure that your shares are voted at the 2019 Annual Meetings by following the instructions on the enclosed Proxy Card and submitting your votes over the Internet or by telephone, or by completing, signing, dating and returning the enclosed Proxy Card.

How many copies of the 2019 Proxy Materials will I receive?

Registered Holders and 401(k) Plan Participants

You will receive one copy of the 2019 Proxy Materials for each account.

Beneficial Owners

If you receive your proxy materials through Broadridge Investor Communication Solutions (“Broadridge”), and there are multiple beneficial owners at the same address, you may receive fewer copies of the 2019 Proxy Materials than the number of beneficial owners at that address. SEC rules permit Broadridge to deliver only one copy of the 2019 Proxy Materials to multiple beneficial owners sharing an address, unless the applicable company receives contrary instructions from any beneficial owner at that address.

If you receive your proxy materials through Broadridge and (1) you currently receive only one copy of the 2019 Proxy Materials at a shared address but you wish to receive an additional copy of the 2019 Proxy Materials or of any future notices or proxy materials, or (2) you share an address with other beneficial owners who also receive their separate proxy materials through Broadridge and you wish to request delivery of a single copy of the proxy materials to the shared address in the future, please contact the office of the Corporate Secretary of PG&E Corporation or Pacific Gas and Electric Company, as appropriate, at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177, or call 1-415-973-8200. We will promptly honor your request.

What does it mean if I receive more than one Proxy Card on or about the same time?

It means that your PG&E Corporation common shares or Utility preferred shares are registered differently or are in more than one account. In order to vote all of your shares, please sign and return each Proxy Card or, if you vote over the Internet or by telephone, vote once for each Proxy Card you receive.

Are proxy materials for the 2019 Annual Meetings available online?

Yes. You can go online atinvestor.pgecorp.com/financials/annual-reports-and-proxy-statementsto access the 2019 Proxy Materials.

What if I submit my Proxy but I do not specify how I want my shares voted?

For PG&E Corporation’s registered shareholders, the Corporation’s proxy holders will vote your shares in accordance with the Corporation Board’s recommendations, which are as follows: “For” each of the Corporation Board’s nominees for director, “For” Item Nos. 2, 3, and 4 and “Against” Item Nos. 5 and 6. If the Charter Amendment Proposal (Item No. 2) is not approved, shareholders that vote on the Corporation’s Proxy Card will be deemed to vote for each of the nominees other than Mr. Johnson and any votes to elect Mr. Johnson will be disregarded. For the Utility’s registered shareholders, the Utility’s proxy holders will vote your shares in accordance with the Utility Board’s recommendations, which are as follows: “For” each of the nominees for director and “For” Item Nos. 3 and 4 (there is no Item No. 2 proposal for the Utility).

What if I do not submit my Proxy or Voting Instruction Card?

If you are a registered shareholder, your shares will not be voted if you do not submit your Proxy or vote in person at the 2019 Annual Meetings. If you are a participant in a 401(k) Plan, your shares will not be voted if you do not submit your Voting Instruction Card. If you hold your shares through a broker (or other intermediary), your broker may vote your shares in the broker’s discretion on “routine” matters, as discussed above under “What is a broker non-vote?”.

Your vote is extremely important. Even if you plan to attend the 2019 Annual Meetings, we request that you act promptly to vote your shares by completing, signing and dating the enclosed Proxy Card and returning it in the enclosed postage-paid envelope, or by voting over the Internet or by telephone by following the instructions provided on the enclosed Proxy Card or Voting Instruction Card.

Is my vote confidential?

forward-looking statements. PG&E Corporation and the Utility each have adopted a confidential voting policy under which shareholder votes are revealed onlyundertake no obligation to a non-employee proxy tabulatorpublicly update or an independent inspector of election,revise any forward-looking statements, whether due to new information, future events or otherwise, except (1) as necessary to meet legal requirements, (2) in a dispute regarding authenticity of proxies and ballots, (3) in the event of a proxy contest if the other party does not agree to comply with the confidential voting policy, and (4) where disclosure may be necessary for either company to assert or defend claims. The policy allows the companies to engage shareholders, and to directly or indirectly (1) accept voting information that is voluntarily providedextent required by shareholders, or (2) request and obtain final shareholder voting information that is or will be publicly disclosed pursuant to law, regulation, or similar requirements.

Who will count the votes?

First Coast Results, Inc. will act as the proxy tabulators and the inspectors of election for the 2019 Annual Meetings. First Coast Results, Inc. is independent of PG&E Corporation and the Utility and their respective directors, officers, and employees. Corporate Election Services will be the voting instruction tabulator for the 401(k) Plan.

How many shares are entitled to vote at the 2019 Annual Meetings?

As of the record date, there were 529,212,562 shares of PG&E Corporation common stock, without par value, outstanding and entitled to vote. Each share is entitled to one vote.

As of the record date, there were 10,319,782 shares of Utility first preferred stock, $25 par value, and 264,374,809 shares of Utility common stock, $5 par value, outstanding and entitled to vote. Each share is entitled to one vote.

May I attend the 2019 Annual Meetings?

Only PG&E Corporation and Utility shareholders who held shares as of the record date (May 15, 2019), or their duly appointed legal proxies, may attend the 2019 Annual Meetings. If you plan to attend the meeting, you must:

If you do not have a valid photo identification or proof of your stock ownership, you will not be admitted to the 2019 Annual Meetings. Please note that the following items will not be allowed in the meeting: cameras, video or tape recorders, and other electronic recording devices, or any other items that might be disruptive or pose a safety or security risk. For your protection, all purses, briefcases, backpacks, and packages will be subject to inspection, and you may be required to check these items. Photography and video/audio recording are not permitted at the 2019 Annual Meetings. Please arrive early enough to allow yourself adequate time to clear security.

Even if you plan to attend the 2019 Annual Meetings, we request that you act promptly to vote your shares by voting over the Internet or by telephone by following the instructions provided on the enclosed Proxy Card or Voting Instruction Card or by completing, signing and dating the enclosed Proxy Card and returning it in the enclosed postage-paid envelope.

May I bring a guest to the 2019 Annual Meetings?

Each registered shareholder or beneficial owner may bring either a spouse or a domestic partner as his or her guest to the 2019 Annual Meetings.

Whom can I contact if I have questions or need assistance in voting my shares, or if I need additional copies of the 2019 Proxy Materials?

Please contact Innisfree, the firm assisting us in the solicitation of proxies, toll-free at 877-750-0502. Banks and brokers may call collect at 212-750-5833.

How will the 2019 Annual Meetings be conducted?

The independent non-executive Chair of the Board of PG&E Corporation, or her designee, will preside over the 2019 Annual Meetings and will make any and all determinations regarding the conduct of the meetings.

All items of business described in Item Nos. 1-6 in this Proxy Statement will be deemed presented at the 2019 Annual Meetings.

How much will this Proxy solicitation cost?

All costs of soliciting proxies on behalf of PG&E Corporation and the Utility will be borne by PG&E Corporation and the Utility.

PG&E Corporation and the Utility hired Innisfree M&A Incorporated (“Innisfree”) to assist in the distribution of proxy materials and solicitation of votes for a fee not to exceed $1,200,000 plus reasonable out-of-pocket expenses. PG&E Corporation and the Utility have agreed to indemnify Innisfree against certain liabilities relating to, or arising out of, its engagement. In addition, the Corporation and the Utility will reimburse brokerage houses and other custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders. The companies’ solicitation of Proxies also may be made in person, by telephone, or by electronic communications by the companies’ respective directors, officers, and employees, who will not receive additional compensation for those solicitation activities.

The total amount to be spent for the companies’ solicitation of Proxies from the companies’ respective shareholders for the 2019 Annual Meetings, including expenses for vote tabulation and inspection but excluding salaries and wages of regular employees and officers of the companies, is estimated to be approximately $1.73 million, approximately $280,000 of which has been accrued to date.

Item No.Proposal 1: Election of Directors of PG&E Corporation and Pacific Gas and Electric Company

Shareholders