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: August 31, 2020
(Date of earliest event reported)


Commission File Number
  
Exact Name of Registrant
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

 graphic   graphic
77 BEALE STREET
  
77 BEALE STREET
P.O. BOX 770000
  
P.O. BOX 770000
SAN FRANCISCO, California 94177
  
SAN FRANCISCO, California 94177
(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)
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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
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, 5% series A redeemable
PCG-PE
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, 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% series A redeemable
PCG-PI
NYSE American LLC
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

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
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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.

Pacific Gas and Electric Company Interim President

As previously disclosed, effective August 1, 2020, Michael A. Lewis became Interim President of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation.

On August 31, 2020, the Board of Directors of the Utility approved a supplemental award for Mr. Lewis, in connection with his new role. Mr. Lewis will receive an award of $50,000 in the form of a performance share award (“performance shares”).  The performance shares will have terms and conditions (including vesting conditions, performance period, performance metrics and weighting, payout ranges and the performance modifier) consistent with the terms of annual awards for 2020 under the PG&E Corporation 2014 Long-Term Incentive Plan, the terms of which were approved by the Compensation Committee of PG&E Corporation on July 29, 2020, and will vest upon completion of the performance period in December 2022.

Mr. Lewis is expected to serve as Interim President of the Utility until his anticipated retirement date from the Utility, December 31, 2020.  Mr. Lewis is eligible to receive severance benefits under the PG&E Corporation Officer Severance Policy, as described in PG&E Corporation’s and the Utility’s Form 10-K/A filed on March 31, 2020.  The Utility is engaged in a search for a new President of the Utility as well as a Senior Vice President of Electric Operations of the Utility.

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: September 1, 2020
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: September 1, 2020
By:
/s/ BRIAN M. WONG
  
   
Name:
 Brian M. Wong  
   
Title:
 Vice President, Deputy General Counsel and Corporate Secretary