PG&E Corp 8-K, filed May 24, 2021
PG&E Corp (PCG)
8-K
2021-05-24
For: 2021-05-20
View Original
Added on
April 03, 2026
About this 8-K
PG&E Corp filed this 8-K on May 24, 2021, reporting on events of May 20, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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: May 20, 2021
(Date of earliest event reported)
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Commission File Number
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Exact Name of Registrant
as specified in its charter
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State or Other Jurisdiction of Incorporation or Organization
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(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
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(Registrant’s telephone number, including area code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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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).
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Emerging growth company
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PG&E Corporation
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Emerging growth company
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Pacific Gas and Electric Company
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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.
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PG&E Corporation
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☐
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Pacific Gas and Electric Company
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☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Shareholder Approval of PG&E Corporation 2021 Long-Term Incentive Plan (“2021 LTIP”)
As reported below in Item 5.07, on May 20, 2021, the shareholders of PG&E Corporation approved the PG&E Corporation 2021 Long-Term Incentive Plan
(the “2021 LTIP”). Approval of the 2021 LTIP was included as Item 4 in PG&E Corporation’s definitive proxy statement on Schedule 14A for the 2021 joint annual meeting of shareholders of PG&E Corporation and its subsidiary, Pacific Gas and
Electric Company (the “Utility”), filed with the Securities and Exchange Commission on April 8, 2021 (the “proxy statement”).
The 2021 LTIP provides for the issuance of up to 44 million shares of PG&E Corporation’s common stock to employees of PG&E Corporation, its
subsidiaries and affiliates, plus additional shares authorized but not covered by an award under the PG&E Corporation 2014 Long-Term
Incentive Plan as of the effective date of the 2021 LTIP or that otherwise become available for reuse under the 2021 LTIP, as more fully described in the 2021 LTIP. Awards under the 2021 LTIP can be granted in the form of options, stock appreciation
rights, restricted stock awards, performance shares, performance units, restricted stock units, deferred compensation awards and other stock-based awards. The 2021 LTIP will be administered by the Compensation Committee of the PG&E Corporation
Board of Directors.
The terms of the 2021 LTIP are described in more detail in Item 4 of the proxy statement, which description is incorporated herein by reference. The
descriptions of the 2021 LTIP contained herein and incorporated by reference from the proxy statement are qualified in their entirety by reference to the full text of the 2021 LTIP, which is attached as Appendix A to the proxy statement and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 20, 2021, PG&E Corporation and the Utility held their joint annual meeting of shareholders.
PG&E Corporation:
At the joint annual meeting, the shareholders of PG&E Corporation voted as indicated below on the following matters:
1. Election of the following individuals to
serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement):
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For
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Against
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Abstain
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Broker Non-
Vote(1)
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Cheryl F. Campbell
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1,643,372,734 |
20,084,309 | 2,564,302 | 93,994,141 |
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Kerry W. Cooper
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1,660,968,959 |
2,488,144 | 2,564,242 | 93,994,141 |
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Arno L. Harris
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1,660,797,544 |
2,618,890 | 2,604,911 | 93,994,141 |
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Michael R. Niggli
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1,660,970,734 |
2,468,768 | 2,581,843 | 93,994,141 |
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Oluwadara J. Treseder
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1,657,276,076 |
6,157,721 | 2,587,548 | 93,994,141 |
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Benjamin F. Wilson
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1,660,912,917 |
2,538,760 | 2,569,668 | 93,994,141 |
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(1)
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A broker non-vote occurs when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the
beneficial owner, and (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.
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Each director nominee named above was elected a director of PG&E Corporation.
2. Ratification of the appointment of Deloitte
& Touche LLP as independent registered public accounting firm for 2021 (included as Item 2 in the proxy statement):
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For:
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1,720,285,311 | |||
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Against:
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37,296,726 | |||
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Abstain:
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2,433,449 |
This proposal was approved.
3. Non-binding advisory vote to approve the
company’s executive compensation (included as Item 3 in the proxy statement):
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For:
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1,554,059,276 | |||
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Against:
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108,958,087 | |||
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Abstain:
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3,003,982 | |||
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Broker Non-Vote(1)
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93,994,141 |
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| (1) | See footnote 1 above. | ||
This proposal was approved.
4. Approval of the PG&E Corporation 2021
Long-Term Incentive Plan (included as Item 4 in the proxy statement):
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For:
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1,639,664,395 | |||
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Against:
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23,525,992 | |||
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Abstain:
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2,830,958 | |||
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Broker Non-Vote(1)
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93,994,141 |
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| (1) | See footnote 1 above. | ||
This proposal was approved.
Pacific Gas and Electric Company:
At the joint annual meeting, the shareholders of the Utility voted as indicated below on the following matters:
1. Election of the following individuals to
serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement):
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For
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Against
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Abstain
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Broker Non-
Vote(1)
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Cheryl F. Campbell
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268,262,486 | 414,225 |
70,509 | 3,038,873 |
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Kerry W. Cooper
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268,259,208 | 419,235 | 68,777 |
3,038,873 |
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Arno L. Harris
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268,254,420 | 420,595 | 72,205 |
3,038,873 |
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Michael R. Niggli
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268,257,612 | 418,802 | 70,806 | 3,038,873 |
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Oluwadara J. Treseder
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268,246,052 | 428,065 |
73,103 | 3,038,873 |
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Benjamin F. Wilson
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268,248,820 | 427,033 | 71,367 |
3,038,873 |
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Adam L. Wright
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268,254,970 | 423,118 | 69,132 | 3,038,873 |
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(1)
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See footnote 1 above.
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Each director nominee named above was elected a director of the Utility.
2. Ratification of the appointment of Deloitte
& Touche LLP as independent registered public accounting firm for 2021 (included as Item 2 in the proxy statement):
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For:
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271,244,814 | |||
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Against:
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433,582 | |||
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Abstain:
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107,697 |
This proposal was approved.
3. Non-binding advisory vote to approve the
company’s executive compensation (included as Item 3 in the proxy statement):
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For:
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268,113,174 | |||
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Against:
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540,419 | |||
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Abstain:
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93,627 | |||
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Broker Non-Vote(1)
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3,038,873 |
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| (1) | See footnote 1 above. | ||
This proposal was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description |
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| 10.1 |
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PG&E Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit A to PG&E Corporation’s definitive proxy statement on Schedule 14A filed on April 8, 2021) |
| 104 |
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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.
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PG&E CORPORATION
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Date: May 24, 2021
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By:
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/s/ JOHN R. SIMON
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Name:
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John R. Simon | |||
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Title:
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Executive Vice President, General Counsel and
Chief Ethics & Compliance Officer
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PACIFIC GAS AND ELECTRIC COMPANY
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Date: May 24, 2021
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By:
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/s/ BRIAN M. WONG
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Name:
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Brian M. Wong | |||
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Title:
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Vice President, General Counsel and Corporate Secretary | |||