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: December 1, 2017
(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 |
| 1-12609 | | PG&E CORPORATION | | California | | 94-3234914 |
| 1-2348 | | PACIFIC GAS AND ELECTRIC COMPANY | | California | | 94-0742640 |
| | |
77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code) (415) 973-1000 (Registrant's telephone number, including area code) | | 77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code) (415) 973-7000 (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)) |
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 December 1, 2017, Anthony F. Earley, Jr., Executive Chair of the Board of PG&E Corporation, the parent company of Pacific Gas and Electric Company (the “Utility”), notified PG&E Corporation and the Utility of his decision to retire from the Boards of Directors (the “Boards”) of both PG&E Corporation and the Utility and as an employee of PG&E Corporation effective December 15, 2017. Mr. Earley will be entitled to the retirement and pension benefits as disclosed in the companies’ most recent joint proxy statement. Mr. Earley will not receive any severance payments or other severance benefits.
Also on December 1, 2017, the PG&E Corporation Board of Directors elected Richard C. Kelly, an independent member of the Boards of PG&E Corporation and the Utility since 2013, to serve as the independent non-executive Chair of the Board of Directors of PG&E Corporation effective December 16, 2017.
A copy of the related press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| Press Release dated December 4, 2017 |
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 |
| | | |
| Dated: December 4, 2017 | By: | /s/ Linda Y.H. Cheng |
| | | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary |
| | | |
| | PACIFIC GAS AND ELECTRIC COMPANY |
| | | |
| Dated: December 4, 2017 | By: | /s/ Linda Y.H. Cheng |
| | | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary |
