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 Securities Exchange Act of 1934
Date of Report: May 31, 2023
(Date of earliest event reported)
| Commission File Number | Exact Name of Registrant<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>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% 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 8.01 Other Events.
On May 31, 2023, Pacific Gas and Electric Company (the “Utility”) and the Shasta County District Attorney’s Office (the “Shasta D.A.”) reached an agreement pursuant to which they will file a civil stipulated judgment for the Shasta D.A. to dismiss with prejudice all criminal charges against the Utility in connection with the 2020 Zogg fire (the “Zogg Stipulation”). Subject to the terms and conditions of the Zogg Stipulation, the Utility will pay a total of $50 million, which will not be recoverable through rates. On May 31, 2023, the Utility issued a press release regarding the Zogg Stipulation. 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.
(d) Exhibits
Exhibit Number
Description
| 99.1 | Press release dated May 31, 2023 |
|---|---|
| 104 | 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.
| PG&E CORPORATION | |||
|---|---|---|---|
| Date: May 31, 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: May 31, 2023 | By: | /s/ BRIAN M. WONG | |
| Name: Brian M. Wong | |||
| Title: Vice President, General Counsel and Corporate Secretary | |||
| Marketing & Communications | 415.973.5930 | www.pge.com | |
| --- | --- | ||
| May 31, 2023 |
PG&E and Shasta County District Attorney Reach Settlement to Further Enhance Wildfire Safety
Agreement Resolves Legal Proceeding in 2020 Zogg Fire
OAKLAND, Calif.— Pacific Gas and Electric Company (PG&E) announced today that it reached an agreement with the Shasta County District Attorney under which criminal charges arising from the 2020 Zogg Fire will be dismissed.
In its settlement agreement with the District Attorney’s Office, which is subject to court approval, PG&E has committed to continue several initiatives to further reduce the risk of wildfires, and to fund $45 million in contributions to numerous organizations dedicated to rebuilding and assisting Shasta County communities.
PG&E already has settled civil claims with individuals, families, organizations and Shasta County to provide compensation for damages from the Zogg Fire, which CAL FIRE determined was caused by a tree falling on a PG&E powerline.
Today’s agreement follows a Superior Court order dismissing over half of the 31 original criminal charges and a second, later, ruling tentatively dismissing all remaining felony charges. The court’s tentative order noted there were multiple inspections in the area before the fire, that there was no evidence that PG&E’s multiple inspections fell below the industry standard of care, and there also was no evidence that a risk involving the tree was visible before the fire.
“The agreement reflects our continuing commitment to making it right and making it safe. We stand behind our thousands of trained and experienced coworkers and contractors working every day to keep Californians safe. We feel strongly that those good-faith judgments are not criminal,” said Patti Poppe, Chief Executive Officer of PG&E Corporation.
Poppe continued: “I’m grateful that the Shasta County District Attorney has agreed to work with us to make her community safer, and we look forward to the relationship this agreement creates.”
Highlights of commitments PG&E is making in Shasta County include:
Wildfire Safety
- Local Vegetation Management: Implementing new systems for vegetation management work within High Fire-Risk Areas in Shasta County.
- Additional Wildfire Safety: Additional commitments relating to wildfire safety include installation of line sensor devices that improve the ability to locate faults on circuits, completing an aerial LiDAR survey, installation of new weather stations, and adding artificial intelligence-based technology to existing wildfire cameras.
●
Quarterly Meetings: PG&E and the Shasta County District Attorney’s Office will meet quarterly to discuss ongoing wildfire safety measures in Shasta County.
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Monitor: These commitments and others will be subject to a five-year monitorship in Shasta County. The Monitor will be independent of PG&E and will regularly report to the Shasta District Attorney on the company’s progress.
Payments to Community and Nonprofit Organizations
- As part of PG&E’s commitment to work with local organizations and communities, most of the $45 million that PG&E will pay as part of the settlement will go to local fire departments and districts, law enforcement, and community and nonprofit organizations to rebuild and strengthen the communities affected by the Zogg Fire and to honor the victims.
In addition, PG&E will pay a $5 million civil penalty to Shasta County. The financial commitments stipulated in the agreement total $50 million, and PG&E will not seek cost recovery from customers.
PG&E’s wildfire safety commitments across its service area are outlined in its 2023-2025 Wildfire Mitigation Plan, which the company submitted to the California Office of Energy Infrastructure Safety on March 27, 2023. More information about this plan and PG&E’s work to reduce the risk of catastrophic wildfire is available here.
About PG&E
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG), is a combined natural gas and electric utility serving more than 16 million people across 70,000 square miles in Northern and Central California. For more information, visit www.pge.com/ and http://www.pge.com/about/newsroom/.