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: February 24, 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) 973-1000 |
(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, 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 |
| 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, 5% series A redeemable | PCG-PE | 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 |
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 Directors; Compensatory Arrangements of Certain Officers.
On February 24, 2023, Edward G. Cannizzaro was elected to the boards of directors (the “Boards”) of PG&E Corporation and its subsidiary Pacific Gas and Electric Company (the “Utility”), effective immediately. Mr. Cannizzaro has been appointed to serve on each of the Audit Committees of PG&E Corporation and the Utility Boards, and the Finance and Innovation Committee of the PG&E Corporation Board.
Mr. Cannizzaro spent over 35 years at KPMG International Limited (“KPMG”) and its affiliates. KPMG provides audit, tax, and advisory services. Most recently, Mr. Cannizzaro served as the Global Head of Quality, Risk, and Regulatory for KPMG, where he had global responsibility for quality controls, risk management, and ethics and compliance monitoring programs from 2018 through his retirement in 2022.
In connection with Mr. Cannizzaro’s appointment, Mr. Cannizzaro will be compensated in accordance with PG&E Corporation’s and the Utility’s standard compensation policies and practices for non-employee directors of the Boards, as most recently described in PG&E Corporation’s and the Utility’s joint proxy statement filed with the Securities and Exchange Commission on May 19, 2022. Such policies and practices are subject to change from time to time.
There are no arrangements or understandings between Mr. Cannizzaro and any other persons pursuant to which he was appointed to the Board of Directors of PG&E Corporation and the Utility. Further, there are no family relationships between Mr. Cannizzaro and any director or executive officer of PG&E Corporation and the Utility. In addition, Mr. Cannizzaro has not been party to any reportable transactions with PG&E Corporation or the Utility pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K.
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 24, 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 24, 2023 | By: | /s/ BRIAN M. WONG | |
| | | Name: Brian M. Wong | |
| | | Title: Vice President, General Counsel and Corporate Secretary | |
| | | | |
0001004980 pcg:FirstPreferredStockCumulativeParValue25PerShare436SeriesARedeemableMember 2023-02-24 2023-02-24
