8-K
PG&E Corp (PCG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report: October 11, 2024
(Date of earliest event reported)
| Commission File Number | Exact Name of Registrant<br><br> <br>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<br><br> <br>on which registered |
|---|---|---|
| Common stock, no par value | PCG | 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% 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 Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2024, Robert C. Flexon, a member of the boards of directors (the “Boards”) of PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) and Chair of the Board of PG&E Corporation, notified PG&E Corporation and the Utility of his decision to resign from the Boards, effective October 31, 2024. Mr. Flexon has accepted a position as Chief Executive Officer at another utility company.
After his resignation, the Board of PG&E Corporation will consist of 13 members, and the Board of the Utility will consist of 14 members.
The Board of PG&E Corporation appointed Kerry W. Cooper to be Chair of the Board of PG&E Corporation, effective upon Mr. Flexon’s resignation.
Mr. Flexon’s resignation does not involve any disagreement on any matter relating to PG&E Corporation’s or the Utility’s operations, policies or practices.
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: October 15, 2024 | By: | /s/ JOHN R. SIMON |
| Name: John R. Simon | ||
| Title: Executive Vice President, General Counsel and <br><br>Chief Ethics & Compliance Officer | ||
| PACIFIC GAS AND ELECTRIC COMPANY | ||
| --- | --- | --- |
| Date: October 15, 2024 | By: | /s/ BRIAN M. WONG |
| Name: Brian M. Wong | ||
| Title: Vice President, General Counsel and <br><br>Corporate Secretary |