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: April 7, 2021
(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
|
Equity Units
| PCGU
| 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 April 7, 2021, Pacific Gas and Electric Company (the “Utility”) announced that its board of directors appointed Jason M. Glickman, 40, as Executive Vice President, Engineering, Planning, and Strategy of the Utility, effective May 3, 2021. Mr. Glickman will serve as a principal executive officer of the Utility, together with Adam L. Wright, Executive Vice President, Operations and Chief Operating Officer, and Marlene M. Santos, Executive Vice President and Chief Customer Officer.
Mr. Glickman is currently a Partner and the Global Head of Utilities and Renewables at Bain & Company. He became a Partner in 2014 and the Global Head of Utilities and Renewables in March 2020. His work focuses on advising leading energy ecosystem companies on large-scale transformation, spanning strategy and sustainability, as well as cost and digital transformation. Prior to becoming a Partner, Mr. Glickman served as a Consultant at Bain & Company from 2007 to 2014. Prior to that, Mr. Glickman served as a Principal at EY–Parthenon (formerly The Parthenon Group) from 2002 to 2007.
In connection with Mr. Glickman’s appointment, Mr. Glickman will receive an annual base salary of $675,000. Mr. Glickman will be eligible to participate in the Utility’s annual Short-Term Incentive Plan, as in effect from time to time, with an initial target participation rate of 75% of his base salary. Mr. Glickman will be eligible to participate in the Utility’s Long-Term Incentive Plan with an initial target value of $1.75 million for 2021. Mr. Glickman will receive a sign-on bonus of $500,000 in cash, which is subject to clawback if he voluntarily resigns within two years. Mr. Glickman will also be eligible to receive executive benefits, as described in PG&E Corporation and the Utility’s joint Annual Report on Form 10-K/A filed on March 31, 2020.
There are no arrangements or understandings between Mr. Glickman and any other persons pursuant to which he was selected as Executive Vice President, Engineering, Planning, and Strategy of the Utility. Further, there are no family relationships between Mr. Glickman and any director or executive officer of PG&E Corporation or the Utility. In addition, Mr. Glickman has not been party to any reportable transactions with PG&E Corporation or the Utility pursuant to Item 404(a) of the Securities and Exchange Commission Regulation S-K.
A copy of the related news release dated April 7, 2021 is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | | Description |
|
| |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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: April 7, 2021
| 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: April 7, 2021 | By: | /s/ BRIAN M. WONG | |
| | | Name: | Brian M. Wong | |
| | | Title: | Vice President, General Counsel and Corporate Secretary | |
| | | | |
