PG&E Corp 8-K, filed Jan 26, 2021
PG&E Corp (PCG)
8-K
2021-01-26
For: 2021-01-26
View Original
Added on
April 03, 2026
About this 8-K
PG&E Corp filed this 8-K on January 26, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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: January 26, 2021
(Date of earliest event reported)
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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
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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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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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 26, 2021, PG&E Corporation announced that the board of directors (the “Utility Board”) of its subsidiary, Pacific Gas and Electric Company (the “Utility”)
appointed Adam L. Wright, 43, as Executive Vice President, Operations and Chief Operating Officer of the Utility and a member of the Utility Board, effective February 1, 2021. Mr. Wright will serve as a principal executive officer of the Utility.
As previously disclosed, effective upon Mr. Wright’s appointment, Sumeet Singh, Interim President, and Chief Risk Officer of the Utility, will return to his position as
Senior Vice President and Chief Risk Officer of the Utility.
Mr. Wright is currently a director and the Chief Executive Officer and President of MidAmerican Energy Company (“MidAmerican”), a Berkshire Hathaway Energy company
providing electric and natural gas service to nearly 1.6 million customers in Iowa, Illinois, Nebraska and South Dakota, and a manager and the President of MidAmerican Funding LLC. Mr. Wright has been in those positions since 2018. Prior to that,
Mr. Wright was the Vice President, Gas Delivery of MidAmerican, beginning in 2015, with responsibility for MidAmerican’s natural gas supply delivery operations, and the Vice President, Wind Generation & Development of MidAmerican, beginning in
2012, with responsibility for expansion and operations of MidAmerican’s wind generation fleet. Mr. Wright previously held various positions at another Berkshire Hathaway Energy company from 2002 to 2012. Mr. Wright will cease his role with
MidAmerican prior to the effectiveness of his appointment at the Utility.
In connection with Mr. Wright’s appointment, Mr. Wright will receive an annual base salary of $825,000. Mr. Wright will be eligible to participate in the Utility’s
Short-Term Incentive Plan, as in effect from time to time, with a target participation rate of 90% of his base salary. Mr. Wright will be eligible to participate in the Utility’s Long-Term Incentive Plan (“LTIP”) with a target value of $2.6
million. Mr. Wright will receive a sign-on bonus of $500,000 in cash, which is subject to clawback if he voluntarily resigns within two years, and a one-time “make whole” award of restricted stock units (“RSUs”) under the LTIP with a grant date
value of $1.6 million. These RSUs will vest 50% on February 1, 2022 and 50% on February 1, 2023. All RSUs are subject to clawback under the Utility’s recoupment policy. Mr. Wright will also be eligible to receive executive benefits, as described
in PG&E Corporation and the Utility’s joint Annual Report on Form 10-K/A filed on March 31, 2020.
There are no arrangements or understandings between Mr. Wright and any other persons pursuant to which he was selected as Executive Vice President, Operations and Chief
Operating Officer of the Utility. Further, there are no family relationships between Mr. Wright and any director or executive officer of PG&E Corporation or the Utility. In addition, Mr. Wright has not been party to any reportable
transactions with PG&E Corporation or the Utility pursuant to Item 404(a) of the Securities and Exchange Commission Regulation S-K.
Mr. Wright will not receive any separate compensation for his service as a director of the Utility. Effective upon Mr. Wright’s appointment, the Utility Board will
consist of 16 directors.
A copy of the related news release dated January 26, 2021 is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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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: January 26, 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: January 26, 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
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Exhibit 99.1
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Media Inquiries Contact: 415.973.5930 | www.pgecorp.com
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January 26, 2021
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PG&E Bolsters Senior Leadership Team with Proven Industry Leaders
PG&E Appoints Adam Wright and Julius Cox to New, Focused Roles Designed to Better Serve Customers
SAN FRANCISCO — PG&E Corporation (NYSE: PCG) announced that its subsidiary Pacific Gas and Electric
Company has appointed Adam Wright as Executive Vice President of Operations and Chief Operating Officer and Julius Cox as Executive Vice President of People and Shared Services, effective February 1,
2021. Both Mr. Wright and Mr. Cox will report to PG&E Corporation Chief Executive Officer Patti Poppe, who began her tenure at PG&E on January 4.
“I am thrilled to welcome Adam and Julius to the PG&E leadership team. In my first few weeks as CEO, I’ve been energized by the purpose, work ethic, and united commitment from our
23,000 coworkers to deliver a better PG&E experience for our customers. I’m confident that Adam and Julius are the right leaders to help us accelerate these efforts,” said Ms. Poppe. “Each of them brings unique and deep expertise, and I know they
will hit the ground running and help us to make meaningful progress in safely serving our customers.”
Executive Vice President of Operations: Adam Wright
Mr. Wright will be responsible for all of the utility’s operations, including Gas, Electric and Generation. He will focus on
safety, seek to increase connectivity among operational groups, standardize practices, and promote excellent execution across the board. Mr. Wright joins PG&E after serving three years as President and CEO of MidAmerican Energy (a Berkshire
Hathaway Energy company), which provides electric and natural gas service to nearly 1.6 million customers in the Midwest. He joined MidAmerican Energy in 2012 to lead the expansion and operations of the company’s wind generation fleet, before taking
over responsibility for the company’s gas delivery operations in 2015. Previously, he held various management roles at Northern Natural Gas, another Berkshire Hathaway Energy company.
“I recognize that millions of Californians count on PG&E to provide safe, reliable energy in a changing climate, and that our customers, communities and our company have faced
serious challenges in recent years. I am humbled, honored and excited for the opportunity to help strengthen PG&E for the future. I look forward to working closely with Patti and every PG&E coworker to meet our customers’ expectations,” said
Mr. Wright.
“Adam is a purpose-driven leader with strong utility expertise,” said Ms. Poppe. “I have known and admired him for years. He has a demonstrated track record of delivering
industry-leading customer satisfaction through operational excellence in both electric and gas utility functions. We are fortunate to have him join our PG&E team.”
Executive Vice President of People and Shared Services: Julius Cox
Mr. Cox will be responsible for PG&E’s Human Resources, Shared Services and Supply Chain, a team charged with ensuring PG&E has the people, skills, resources and tools to meet
customers’ expectations. Mr. Cox joins PG&E with more than 20 years of energy industry experience, most recently serving as Chief Human Resources Officer at American Electric Power (AEP). Prior to AEP, Mr. Cox was Chief Transformation Officer at
Dynegy, a Houston-based power producer that is now part of Vistra Energy where he and his team championed a culture of performance and process improvements across the organization.
“I have been impressed by the energy and enthusiasm I’ve seen at PG&E and am excited to get started. Supporting and empowering our coworkers to perform at their best and working with
the right suppliers and contractors to support us will position PG&E to successfully meet its critical mission of delivering safe, reliable, affordable and clean energy to millions of Californians,” said Mr. Cox.
“Julius brings an exceptional combination of people-centered and strategic vision to everything he does,” said Ms. Poppe. “Under his thoughtful guidance and inspiring leadership, I know
our coworkers at PG&E as well as our team of suppliers and contractors will be in good hands and positioned to succeed. That’s good for PG&E, good for California, and good for the customers we have the privilege of serving.”
More About Adam Wright and Julius Cox
Adam Wright joined the Berkshire Hathaway Energy family
of businesses in 1996 and worked as a leader in a number of those companies until he joined PG&E. From 2003 to 2009, Mr. Wright served in various management roles within Northern Natural Gas’ operations group and was responsible for the
development of the company’s integrity management program for high-consequence areas and the completion of major pipeline expansion projects. From 2010 to 2011, Mr. Wright served as Vice President of Marketing, managing negotiation and execution of
long-term service agreements and customer satisfaction initiatives. He then joined MidAmerican in 2012. Mr. Wright holds a bachelor’s degree in civil engineering from the University of Nebraska at Omaha.
Before becoming the company’s Chief Transformation Officer,
Julius Cox was Dynegy’s Chief Administrative Officer with responsibility for human resources, information technology, business services, investor relations, regulatory and governmental affairs, and communications. Mr. Cox joined Dynegy in 2001
as a human resources director and held progressive leadership roles in human resources. Before joining Dynegy, Mr. Cox was a consultant at Arthur Andersen and worked in human resources roles at Shell Oil and Neiman Marcus. He holds a bachelor’s degree
in business management and a master’s degree in human resource management from Texas A&M University. He also completed the Wharton Advanced Management Program at the University of Pennsylvania and previously served as an Independent Director for
the Midwest Reliability Organization.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16
million Californians across a 70,000-square-mile service area in Northern and Central California. For more information, visit http://www.pgecorp.com. In this press release, they are together referred to as “PG&E.”