8-K

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 24, 2022

(Date of earliest event reported)

| P.O. BOX 770000 |

| SAN FRANCISCO, California 94177 |

| (Address of principal executive offices) (Zip Code) |

| (415) 973-1000 |

| (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):

| ☐ | 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:

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).

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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on May 19, 2022, at the 2022 joint annual meeting of shareholders of PG&E Corporation and its subsidiary Pacific Gas and Electric Company, PG&E Corporation’s shareholders approved Proposal 4 providing that a subsidiary of PG&E Corporation that holds shares of common stock of PG&E Corporation will not be entitled to receive dividends of cash or property (other than a dividend of shares of PG&E Corporation).  Accordingly, on May 24, 2022, PG&E Corporation filed with the California Secretary of State a Certificate of Amendment of Articles of Incorporation of PG&E Corporation (the “Amendment”).  The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

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.

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

PG&E CORPORATION

PATRICIA K. POPPE and BRIAN M. WONG certify that:

1.  They are the Chief Executive Officer, and the Vice President, Deputy General Counsel and Corporate Secretary, respectively, of PG&E Corporation, a California corporation, with California Entity Number C1953580.

2.  Article Tenth shall be added to the Articles of Incorporation of the corporation as follows:

TENTH:

If any subsidiary of the Corporation is the holder of record of shares of the Corporation’s Common Stock as of the record date for the payment of any dividend of cash or property (other than a dividend of shares of the Corporation) to the holders of the Corporation’s Common Stock, that subsidiary shall not be entitled to receive payment of any such dividend, and the Corporation shall automatically and without any further action be entitled to retain any such dividend that would otherwise be payable to its subsidiary in respect of such shares. For purposes of this Article Tenth, “subsidiary” means a corporation shares of which possessing more than 50 percent of the voting power are owned directly or indirectly through one or more subsidiaries of the Corporation.

3.  The foregoing addition of Article TENTH to the Articles of Incorporation of the corporation has been duly approved by the Board of Directors of the corporation.

4.  The foregoing addition of Article TENTH to the Articles of Incorporation of the corporation has been duly approved by the required vote of the shareholders in accordance with Section 902 of the California Corporations Code. The corporation has only one class of shares issued and outstanding, which is common stock. The number of outstanding shares entitled to vote with respect to the foregoing amendment was 2,465,202,206 shares of common stock. The number of shares voted in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: May 19, 2022

/ s / Patricia K. Poppe

PATRICIA K. POPPE

Chief Executive Officer

/ s / Brian M. Wong

BRIAN M. WONG

Vice President, Deputy General Counsel and Corporate Secretary