Item 1.01 Entry into a Material Definitive Agreement.
On April 22, 2019, PG&E Corporation (the “Corporation”) entered into a Settlement Agreement (the “Settlement Agreement”) with BlueMountain Capital Management, LLC (“BlueMountain”).
Also on April 22, 2019, Richard C. Kelly resigned from the Board of Directors (the “Board”) of the Corporation and the Board of Directors (together with the Board of the Corporation, the “Boards”) of Pacific Gas and Electric Company (the “Utility”). In connection with the execution and delivery of the Settlement Agreement, and effective upon such resignation, Frederick W. Buckman was appointed to fill the resulting vacancies on the Boards.
Pursuant to the terms of the Settlement Agreement, the Corporation has agreed to propose an amendment, and recommend that the Corporation’s shareholders vote in favor of such amendment at the 2019 annual meeting of the shareholders of the Corporation, to the Corporation’s Restated Articles of Incorporation to increase the maximum size of the Board to fifteen members. Under the Settlement Agreement, subject to the approval of such amendment by the shareholders of the Corporation, the Boards will endeavor to select a person to be appointed to each of the Boards, taking into account such person’s clean energy/clean energy technology expertise, ties to the state of California, and expertise relating to the achievement of California’s clean energy goals. In addition, the Corporation has agreed to engage Christopher A. Hart to provide consulting services to the Chief Executive Officer of the Corporation regarding matters of safety.
The Settlement Agreement also includes, among other provisions, certain standstill commitments by BlueMountain and non-disparagement and voting commitments by each of BlueMountain and the Corporation. The description of the Settlement Agreement contained herein is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 22, 2019, Richard C. Kelly resigned from the Boards. The resignation of Mr. Kelly from the Boards does not involve any disagreement on any matter relating to the Corporation’s or the Utility’s operations, policies or practices. Also on April 22, 2019, in connection with the execution and delivery of the Settlement Agreement, Frederick W. Buckman was appointed to fill the resulting vacancies on the Boards.
The description of the Settlement Agreement contained herein is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.
Item 8.01. Other Events
On April 22, 2019, the Corporation issued a press release announcing, among other things, the entry into the Settlement Agreement, the resignation of Richard C. Kelly and the addition of Frederick W. Buckman to the Boards. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
