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: January 19, 2022
(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 January 19, 2022, the People and Compensation Committee of the PG&E Corporation Board of Directors (the “Committee”) adopted the PG&E Corporation Short-Term Incentive Plan (the “STIP”), under which officers and employees of PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) (together, the “Companies”) and their subsidiaries are eligible to receive incentive-based cash compensation based on selected metrics that are designed to align their interests with those of PG&E Corporation and the Utility. Pursuant to the STIP, the Committee or its delegate will have the discretionary authority to administer the STIP, including granting awards consistent with the terms of the STIP to the Companies’ executive officers. The STIP sets parameters for the Committee (or its delegates) to determine, among other things, eligibility to participate in the STIP, the payout value of STIP awards, and the treatment of STIP awards upon various termination events.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number | | Description |
| 10.1 | | PG&E Corporation Short-Term Incentive Plan |
| 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: January 21, 2022 | 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: January 21, 2022 | By: | /s/ BRIAN M. WONG | |
| | | Name: Brian M. Wong | |
| | | Title: Vice President, General Counsel and Corporate Secretary | |
| | | | |
0001004980 pcg:FirstPreferredStockCumulativeParValue25PerShare5NonredeemableMember 2021-12-06 2021-12-06
