S-8

As filed with the Securities and Exchange Commission on June 29, 2020

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

PG&E CORPORATION

(Exact name of registrant as specified in its charter)

California	94-3234914
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

77 Beale Street

P.O. Box 770000

San Francisco, California 94177

(Address of principal executive offices) (zip code)

PG&E CORPORATION 2014 LONG-TERM INCENTIVE PLAN

(Full title of the Plan)

Janet C. Loduca

Senior Vice President and General Counsel

P.O. Box 770000 77 Beale Street

San Francisco, California 94177

(Name and address of agent for service)

(415) 973-1000

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, no par value	30,000,000 shares	$9.54	$286,200,000	$37,148.76

(1)          The registration fee was calculated pursuant to Rules 457(h)(1) and 457(c) of the Securities Act of 1933, on the basis of the average of the high and low prices of the registrant’s common stock on June 26, 2020, as reported on the New York Stock Exchange, which was $9.54.

Pursuant to Rule 416, this registration statement also covers securities that may be offered under the above referenced plan to prevent dilution resulting from stock splits, dividends, or similar transactions.

EXPLANATORY STATEMENT

This Registration Statement is filed by PG&E Corporation (the “Registrant” or the “Company”) pursuant to General Instruction E to Form S-8.  The contents of the Registration Statement on Form S-8 previously filed on May 12, 2014 (No. 333-195902) are incorporated by reference herein and made a part hereof, except as supplemented, amended or superseded by the information set forth below.  This Registration Statement on Form S-8 is filed by the Company to register an additional 30,000,000 shares of common stock, no par value ( the “Common Stock”), that may become issuable under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”).  The Plan has been amended to authorize an additional 30,000,000 shares of Common Stock for issuance under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

The legality of the common stock to be offered under the above-referenced plan will be passed upon by Brian M. Wong, Vice President, Deputy General Counsel, and Corporate Secretary for PG&E Corporation.  Mr. Wong beneficially owns 2,073 shares of PG&E Corporation common stock, and holds restricted stock units that are expected to vest into an additional 1,575 shares of PG&E Corporation common stock.

Item 8. Exhibits.

5.1 Opinion of Brian M. Wong,  Vice President, Deputy General Counsel, and Corporate Secretary for PG&E Corporation.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Brian M. Wong (See exhibit 5.1 above).

24.1 Powers of Attorney.

99.1 PG&E Corporation 2014 Long-Term Incentive Plan, effective as of May 12, 2014, filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2014, and incorporated herein by reference.

99.2 Amendment to the PG&E Corporation 2014 Long-Term Incentive Plan, to be effective as of July 1, 2020.

SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of San Francisco, State of California, on the 29th day of June, 2020.

PG&E CORPORATION
(Registrant)
By *	WILLIAM D. JOHNSON
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*WILLIAM D. JOHNSON	President, Chief Executive Officer, and
WILLIAM D. JOHNSON	Director (Principal Executive Officer)	June 29, 2020
*JASON P. WELLS	Senior Vice President and Chief Financial
JASON P. WELLS	Officer (Principal Financial Officer)	June 29, 2020
*DAVID S. THOMASON	Vice President and Controller (Principal
DAVID S. THOMASON	Accounting Officer)	June 29, 2020
*RICHARD R. BARRERA
RICHARD R. BARRERA	Director	June 29, 2020
*NORA MEAD BROWNELL
NORA MEAD BROWNELL	Director	June 29, 2020
*CHERYL F. CAMPBELL
CHERYL F. CAMPBELL	Director	June 29, 2020
*FRED J. FOWLER
FRED J. FOWLER	Director	June 29, 2020
*MICHAEL J. LEFELL
MICHAEL J. LEFELL	Director	June 29, 2020
*DOMINIQUE MIELLE
DOMINIQUE MIELLE	Director	June 29, 2020

Signature Title Date

*MERIDEE A. MOORE
MERIDEE A. MOORE	Director	June 29, 2020
*ERIC D. MULLINS
ERIC D. MULLINS	Director	June 29, 2020
*KRISTINE M. SCHMIDT
KRISTINE M. SCHMIDT	Director	June 29, 2020
*ALEJANDRO D. WOLFF
ALEJANDRO D. WOLFF	Director	June 29, 2020
*JOHN M. WOOLARD
JOHN M. WOOLARD	Director	June 29, 2020
*By: /s/ BRIAN M. WONG
BRIAN M. WONG

EX-5.1

Exhibit 5.1

	Brian M. Wong	77 Beale Street, 30th Floor
	Vice President,	Mail Code B30A
	Deputy General Counsel	San Francisco, CA  94105
	and Corporate Secretary
		Tel: 415.973.4668
		Fax: 415.973.8719
		bmwp@pge.com

June 29, 2020

Re: Registration Statement on Form S-8 Relating to the PG&E Corporation 2014 Long Term Incentive Plan, as amended

Ladies and Gentlemen:

At your request, as Vice President, Deputy General Counsel and Corporate Secretary for PG&E Corporation, a California corporation, I am rendering this opinion in connection with the offer and sale of 30,000,000 shares of PG&E Corporation’s common stock (the “Shares”) pursuant to the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), as described in the above-referenced Registration Statement (the “Registration Statement”).

I, or other members of PG&E Corporation’s Law Department acting under my direction and under my supervision, have examined such instruments, documents, and records as I or we have deemed relevant or necessary for the basis of this opinion. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I or we have reviewed.

Based on such examination, I am of the opinion that the Shares, when issued in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable.

The opinions set forth in this letter are limited to the General Corporation Law of the State of California, as in effect on the date hereof.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of my name wherever it appears in said Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ BRIAN M. WONG

Brian M. Wong

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 18, 2020 relating to the financial statements of PG&E Corporation and the effectiveness of PG&E Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of PG&E Corporation for the year ended December 31, 2019.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

June 29, 2020

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each of the undersigned Directors of PG&E Corporation, a California corporation (the “Corporation”) hereby constitutes and appoints FRANCES S. CHANG, CHRISTINE M. DESANZE, JUSTYNA LLOYD, ROBIN J. REILLY, BRIAN M. WONG and JOSEPH C. YU, and each of them, as his or her attorneys-in-fact with full power of substitution and resubstitution to sign and file with the Securities and Exchange Commission in his or her capacity as a Director of the Corporation:

(A) a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission relating to the offer and sale of 30,000,000 shares of common stock of the Corporation under the PG&E Corporation 2014 Long-Term Incentive Plan (the “Plan”), as set forth in resolutions of the Board of Directors of the Corporation adopted on June 25, 2020; and

(B) any and all amendments, supplements and other filings or documents related to such Registration Statement.

Each of the undersigned hereby ratifies all that said attorneys-in-fact or any of them may do or cause to be done by virtue hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, we have signed these presents as of this 25th day of June, 2020.

/s/ RICHARD R. BARRERA	/s/ MERIDEE A. MOORE
Richard R. Barrera	Meridee A. Moore
/s/ NORA MEAD BROWNELL	/s/ ERIC D. MULLINS
Nora Mead Brownell	Eric D. Mullins
/s/ CHERYL F. CAMPBELL	/s/ KRISTINE M. SCHMIDT
Cheryl F. Campbell	Kristine M. Schmidt
/s/ FRED J. FOWLER	/s/ WILLIAM L. SMITH
Fred J. Fowler	William L. Smith
/s/ WILLIAM D. JOHNSON	/s/ ALEJANDRO D. WOLFF
William D. Johnson	Alejandro D. Wolff
/s/ MICHAEL J. LEFELL	/s/ JOHN M. WOOLARD
Michael J. Lefell	John M. Woolard
/s/ DOMINIQUE MIELLE
Dominique Mielle

POWER OF ATTORNEY

William D. Johnson, the undersigned, Chief Executive Officer and President of PG&E Corporation, a California corporation (the “Corporation”), hereby constitutes and appoints FRANCES S. CHANG, CHRISTINE M. DESANZE, JUSTYNA LLOYD, ROBIN J. REILLY, BRIAN M. WONG and JOSEPH C. YU, and each of them, as his attorneys-in-fact with full power of substitution and resubstitution to sign and file with the Securities and Exchange Commission in his capacity as Chief Executive Officer and President (principal executive officer) of the Corporation:

(A) a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission relating to the offer and sale of 30,000,000 shares of common stock of the Corporation under the PG&E Corporation 2014 Long-Term Incentive Plan, as set forth in resolutions of the Board of Directors of the Corporation adopted on June 25, 2020; and

(B) any and all amendments, supplements and other filings or documents related to such Registration Statement.

The undersigned hereby ratifies all that said attorneys-in-fact or any of them may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have signed these presents this 25th day of June, 2020.

/s/ WILLIAM D. JOHNSON

William D. Johnson

POWER OF ATTORNEY

Jason P. Wells, the undersigned, Executive Vice President and Chief Financial Officer of PG&E Corporation, a California corporation (the “Corporation”), hereby constitutes and appoints FRANCES S. CHANG, CHRISTINE M. DESANZE, JUSTYNA LLOYD, ROBIN J. REILLY, BRIAN M. WONG and JOSEPH C. YU, and each of them, as his attorneys in fact with full power of substitution and resubstitution to sign and file with the Securities and Exchange Commission in his capacity as Executive Vice President and Chief Financial Officer (principal financial officer) of the Corporation:

(A) a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission relating to the offer and sale of 30,000,000 shares of common stock of the Corporation under the PG&E Corporation 2014 Long-Term Incentive Plan, as set forth in resolutions of the Board of Directors of the Corporation adopted on June 25, 2020; and

(B) any and all amendments, supplements and other filings or documents related to such Registration Statement.

The undersigned hereby ratifies all that said attorneys-in-fact or any of them may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have signed these presents this 25th day of June, 2020.

/s/ JASON P. WELLS

Jason P. Wells

POWER OF ATTORNEY

David S. Thomason, the undersigned, Vice President and Controller of PG&E Corporation, a California corporation (the “Corporation”), hereby constitutes and appoints FRANCES S. CHANG, CHRISTINE M. DESANZE, JUSTYNA LLOYD, ROBIN J. REILLY, BRIAN M. WONG and JOSEPH C. YU, and each of them, as his attorneys in fact with full power of substitution and resubstitution to sign and file with the Securities and Exchange Commission in his capacity as Vice President and Controller (principal accounting officer) of the Corporation:

(A) a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission relating to the offer and sale of 30,000,000 shares of common stock of the Corporation under the PG&E Corporation 2014 Long-Term Incentive Plan, as set forth in resolutions of the Board of Directors of the Corporation adopted on June 25, 2020; and

(B) any and all amendments, supplements and other filings or documents related to such Registration Statement.

The undersigned hereby ratifies all that said attorneys-in-fact or any of them may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have signed these presents this 25th day of June, 2020.

/s/ DAVID S. THOMASON

David S. Thomason

EX-99.2

Exhibit 99.2

AMENDMENT TO THE PG&E CORPORATION

2014 LONG-TERM INCENTIVE PLAN

The PG&E Corporation 2014 Long-Term Incentive Plan (the “LTIP”) has been amended, effective as of, and subject to the occurrence of, the Effective Date (as defined in the Plan) of the Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization Dated March 16, 2020 [Docket No. 6320] (together with all schedules and exhibits thereto, and as may be amended, modified or supplemented from time to time, the “Plan”) to increase the number of shares of common stock of PG&E Corporation available for issuance thereunder by 30,000,000 shares of common stock of PG&E Corporation. No LTIP or other long-term incentive compensation program will be implemented during the pendency of these Chapter 11 Cases absent Court approval.