Washington, D.C. 20549
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced Board refreshment process, on April 3, 2019, the Board of Directors (the “Board”) of PG&E Corporation (the “Corporation”) announced that ten new directors (the “New Directors”) would be appointed to the Corporation’s Board, effective as of the Corporation’s next in-person Board meeting, to be held as soon as practicable (the “Effective Time”). The New Directors that are expected to join the Corporation’s Board at the Effective Time are: Richard R. Barrera, Jeffrey L. Bleich, Nora Mead Brownell, Cheryl F. Campbell, Michael J. Leffell, Kenneth Chi Chu Liang, Dominique Mielle, Meridee A. Moore, Kristine M. Schmidt and Alejandro Wolff. It also is expected that nine of the ten New Directors, with the exception of Ms. Brownell, will join the Board of Pacific Gas and Electric Company (the “Utility”), effective as of the Effective Time. Each Board formally approved the appointments on April 5, 2019.
In connection with the appointments of the New Directors, current directors Lewis Chew, Richard A. Meserve, Forrest E. Miller, Benito Minicucci, Rosendo G. Parra, Barbara L. Rambo and Anne Shen Smith (the “Outgoing Directors”) will resign from the Boards of both the Corporation and the Utility, effective as of immediately prior to the Effective Time. The resignations of the Outgoing Directors from the Boards do not involve any disagreement on any matter relating to the Corporation’s or the Utility’s operations, policies or practices.
The members of the newly constituted Boards of the Corporation and the Utility will appoint new Chairs of the Boards and determine committee assignments shortly after the Effective Time.
There are no arrangements or understandings between the New Directors and any other persons pursuant to which the New Directors were appointed directors of the Boards. None of the New Directors have any relationship or related transaction with the Corporation or the Utility that would require disclosure pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K.
On April 3, 2019, the Corporation issued a news release regarding the Board refreshment process and the appointment of William D. Johnson as the Chief Executive Officer and President of the Corporation, a copy of which is attached to this report as Exhibit 99.1. As disclosed in the news release, Mr. Johnson is expected to join the Corporation in this role in late April. Mr. Johnson’s compensation arrangements and other terms of employment will be formally determined by the incoming Board of the Corporation shortly after the Effective Time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 5, 2019, the Board of the Corporation approved an amendment to the Corporation’s Bylaws. The amendment clarifies the timing regarding a shareholder’s duty to update and supplement the disclosures in its notice of proposed business to be brought before an annual meeting of shareholders pursuant to Article I, Section 2 of the Corporation’s Bylaws. The amendment to the Corporation’s Bylaws is effective immediately. The text of the amendment to the Corporation’s Bylaws is attached to this report as Exhibit 99.2.
Also on April 5, 2019, the Board of the Utility approved a substantially similar amendment to the corresponding section of the Utility’s Bylaws. The amendment to the Utility’s Bylaws is effective immediately. The text of the amendment to the Utility’s Bylaws is attached to this report as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
