UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 16, 2020
(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) |
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| 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
|
Equity Units
| PCGU
| The New York Stock Exchange
|
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemablee | 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 August 16, 2020, the Compensation Committee of the Board of Directors of PG&E Corporation approved retention awards for the following named executive officers as described below:
| ● | John Simon, Executive Vice President, General Counsel and Chief Ethics & Compliance Officer of PG&E Corporation, will receive a retention award of $1,312,500 in the form of restricted stock units (RSUs). The RSUs will be subject to time-based vesting requirements, with 50% of such RSUs vesting on August 13, 2021 and the remaining 50% vesting on August 13, 2022. |
| | |
| ● | Jason Wells, Executive Vice President and Chief Financial Officer of PG&E Corporation, will receive a retention award of $1,312,500 in the form of RSUs. The RSUs will be subject to time-based vesting requirements, with 50% vesting on August 13, 2021 and the remaining 50% vesting on August 13, 2022. |
| | |
| ● | James Welsch, Senior Vice President, Generation and Chief Nuclear Officer of Pacific Gas and Electric Company (the “Utility”), will receive a retention award of $488,000 in the form of a performance share award (“performance shares”). The performance shares will have terms and conditions (including vesting conditions, performance period, performance metrics and weighting, payout ranges and the performance modifier) consistent with the terms of annual awards for 2020 under the PG&E Corporation 2014 Long-Term Incentive Plan, the terms of which were approved by the Compensation Committee on July 29, 2020 (the “2020 LTIP Awards”), and will vest upon completion of the performance period in December 2022.
|
| | |
| ● | David Thomason, Vice President, Controller and Chief Financial Officer of the Utility, will receive a retention award of $300,000 in the form of performance shares. The performance shares will have terms and conditions (including vesting conditions, performance period, performance metrics and weighting, payout ranges and the performance modifier) consistent with the terms of the 2020 LTIP Awards, and will vest upon completion of the performance period in December 2022.
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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: August 20, 2020 | By: | /s/ JOHN R. SIMON
| |
| | | Name: | John R. Simon | |
| | | Title: | Executive Vice President, General Counsel and Chief Ethics & Compliance Officer
| |
| | | | |
| | PACIFIC GAS AND ELECTRIC COMPANY | |
| | | | |
Date: August 20, 2020 | By: | /s/ BRIAN M. WONG | |
| | | Name: | Brian M. Wong | |
| | | Title: | Vice President, Deputy General Counsel and Corporate Secretary | |
| | | | |
