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: July 24, 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
|
|||
|
|
|
|
|
|||
|
|
|
|
|
 |
 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Address of principal executive offices) (Zip Code)
|
(Address of principal executive offices) (Zip Code)
|
|
|
(
|
(
|
|
|
(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
on which registered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2020, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the
“Utility”), disclosed the following management changes: (i) effective August 15, 2020, Janet C. Loduca will step down from her position as Senior Vice President and General Counsel of PG&E Corporation and the Utility, (ii) effective August 15,
2020, John R. Simon will be appointed Executive Vice President, General Counsel and Chief Ethics & Compliance Officer of PG&E Corporation and the Utility, (iii) Andrew M. Vesey will no longer serve as Chief Executive Officer and President
of the Utility, effective as of August 1, 2020, and will no longer serve as a director of the Utility and (iv) effective August 1, 2020, Michael Lewis, Senior Vice President of Electric Operations of the Utility, will serve as Interim President of
the Utility.
Ms. Loduca, who informed the company of her
intended departure on July 24, 2020, is eligible to receive severance benefits under the PG&E Corporation Officer Severance Policy (the “Officer Severance Policy”), as described PG&E Corporation’s and the Utility’s Form 10-K/A filed
on March 31, 2020.
Mr. Vesey is also eligible to receive severance
benefits under the Officer Severance Policy, as described PG&E Corporation’s and the Utility’s Form 10-K/A filed on March 31, 2020, subject to Mr. Vesey delivering a customary release of claims.
From May 2019 to present, Mr. Simon, 55, has served as Executive Vice President of Law, Strategy & Policy. From January 2019 to May 2019, Mr. Simon
served as Interim Chief Executive Officer of the Corporation. From March 2017 to January 2019, Mr. Simon served as Executive Vice President and General Counsel for the Corporation. Mr. Simon joined the Corporation in 2007 and has held several senior
roles within PG&E, including Executive Vice President, Corporate Services and Human Resources and Senior Vice President, Human Resources.
From January 2019 to present, Mr. Lewis, 57, has served as Senior Vice President, Electric Operations, of the Utility. In this role, Mr. Lewis oversees
all of the Utility’s electric transmission and distribution grid operations for the company’s service area. From August 2018 to January 2019, Mr. Lewis served as Vice President, Electric Distribution Operations of the Utility. From 2008 until he
joined the Utility, he served at Duke Energy Corporation and its subsidiary Duke Energy Florida in numerous leadership positions, including Senior Vice President and Chief Distribution Officer, Senior Vice President and Chief Transmission Officer,
Co-Leader of Project Transformation, and Senior Vice President, Energy Delivery. At his previous company, Mr. Lewis helped the distribution and transmission organizations achieve industry-leading safety benchmarks.
In connection with his appointment to Interim President of the Utility, in addition to his current compensation package, Mr. Lewis will receive an additional monthly fee of $79,970 and, for 2020, up to $150,000 of reimbursement for
temporary housing costs.
Cautionary Statement Concerning Forward-Looking Statements
This current report on Form 8-K includes forward-looking statements that are not historical facts, including statements about the beliefs, expectations,
estimates, future plans and strategies of PG&E Corporation and the Utility, including expected management changes. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information
currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, other factors that could cause actual results to differ materially from those
contemplated by the forward-looking statements include factors disclosed in PG&E Corporation’s and the Utility’s annual report on Form 10-K for the year ended December 31, 2019, their joint quarterly reports on Form 10-Q for the quarter ended
March 31, 2020 and their subsequent reports filed with the SEC. PG&E Corporation and the Utility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise,
except to the extent required by law.
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: July 30, 2020
|
By:
|
/s/ JASON P. WELLS
|
||
|
Name:
|
Jason P. Wells | |||
|
Title:
|
Executive Vice President and Chief Financial Officer | |||
|
PACIFIC GAS AND ELECTRIC COMPANY
|
||||
|
Date: July 30, 2020
|
By:
|
/s/ BRIAN M. WONG
|
||
|
Name:
|
Brian M. Wong | |||
|
Title:
|
Vice President, Deputy General Counsel and Corporate Secretary | |||