0001004980us-gaap:CommonStockMemberpcg:TheNewYorkStockExchangeMember2019-10-112019-10-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 11, 2019
(Date of earliest event reported)
| Commission File Number | | Exact Name of Registrant as specified in its charter | | State or Other Jurisdiction of Incorporation or Organization | | IRS Employer Identification Number |
001-12609
| | PG&E CORPORATION
| | California
| | 94-3234914
|
001-02348
| | PACIFIC GAS AND ELECTRIC COMPANY
| | California
| | 94-0742640
|
 | |  |
77 BEALE STREET
| | 77 BEALE STREET
|
P.O. BOX 770000
| | P.O. BOX 770000
|
| SAN FRANCISCO, California 94177 | | SAN FRANCISCO, California 94177 |
| (Address of principal executive offices) (Zip Code) | | (Address of principal executive offices) (Zip Code) |
| (415) 973-1000 | | (415) 973-7000 |
(Registrant’s telephone number, including area code) | | (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, no par value
| PCG
| The New York Stock Exchange
|
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable
| PCG-PE
| NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 5% redeemable
| PCG-PD
| NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable
| PCG-PG
| NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable
| PCG-PH
| NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable
| PCG-PI
| NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable
| PCG-PA
| NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable
| PCG-PB
| NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable
| PCG-PC
| NYSE American LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | PG&E Corporation | ☐
|
Emerging growth company | Pacific Gas and Electric Company | ☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
PG&E Corporation | ☐ |
Pacific Gas and Electric Company | ☐ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2019, each of the Boards of Directors (the “Boards”) of PG&E Corporation (the “Corporation”) and its subsidiary Pacific Gas and Electric Company (the “Utility”) elected William L. Smith and John M. Woolard as directors to its respective company, effective immediately. A copy of the related news release is attached to this report as Exhibit 99.1.
Messrs. Smith and Woolard were identified as candidates pursuant to a search led by the Nominating and Governance Committee of the Board of the Corporation. Among other reasons, the candidates were selected based on their collective clean energy/clean energy technology expertise, ties to the State of California, and expertise relating to the achievement of California’s clean energy goals.
The Boards of the Corporation and the Utility have not determined committee assignments for Messrs. Smith and Woolard.
In connection with their election to the Boards of the Corporation and the Utility, Messrs. Smith and Woolard will be compensated in accordance with the Corporation’s and the Utility’s standard compensation policies and practices for non-employee directors of the Boards, as most recently described in the Corporation and the Utility’s joint proxy statement filed with the Securities and Exchange Commission on May 17, 2019. Such policies and practices are subject to change from time to time. On October 1, 2019, the Corporation and the Utility filed a motion with the U.S. Bankruptcy Court for the Northern District of California seeking approval of certain proposed changes to non-employee director compensation, which has not yet been approved.
Neither of the newly elected directors has any relationship or related transaction with the Corporation or the Utility that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Also on October 11, 2019, the Board of the Utility approved an amendment to the Utility’s Bylaws such that the exact number of authorized directors may be set by a resolution of the Utility Board. 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 3.1.
The current authorized number of directors for the Board of the Utility is 16.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| | PG&E CORPORATION | |
| | | | |
| Date: October 15, 2019 | By: | /s/ JANET C. LODUCA | |
| | | Name: | JANET C. LODUCA | |
| | | Title: | Senior Vice President and General Counsel | |
| | | | |
| | PACIFIC GAS AND ELECTRIC COMPANY | |
| | | | |
Date: October 15, 2019
| By: | /s/ LINDA Y.H. CHENG | |
| | | Name: | LINDA Y.H. CHENG | |
| | | Title: | Vice President, Corporate Governance and Corporate Secretary | |
| | | | |
