UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 6, 2023
(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 |
| | |
300 LAKESIDE DRIVE | | 300 LAKESIDE DRIVE |
| OAKLAND, California 94612 | | OAKLAND, California 94612 |
| (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.
PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) are filing this Amendment No. 1 on Form 8-K/A to amend their Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2023 and dated as of February 6, 2023.
As previously disclosed, Sumeet Singh was appointed to serve as a member of the Board of Directors and Executive Vice President, Operations and Chief Operating Officer of the Utility, effective March 1, 2023.
On February 16, 2023, in connection with Mr. Singh’s appointment, the Board of Directors of the Utility approved an increased annual base salary for Mr. Singh of $907,813. Mr. Singh will also remain eligible to participate in PG&E Corporation’s annual Short-Term Incentive Plan, as in effect from time to time, with an increased target participation rate of 90% of his base salary. Mr. Singh will remain eligible to participate in PG&E Corporation’s 2021 Long-Term Incentive Plan with an increased target value of $2.6 million for 2023. Mr. Singh will also be eligible to receive executive benefits, as described in PG&E Corporation’s and the Utility’s joint proxy statement.
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: February 21, 2023 | 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: February 21, 2023 | By: | /s/ BRIAN M. WONG | |
| | | Name: Brian M. Wong | |
| | | Title: Vice President, General Counsel and Corporate Secretary | |
| | | | |
0001004980 pcg:FirstPreferredStockCumulativeParValue25PerShare5NonredeemableMember 2023-02-06 2023-02-06
