-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S9jtJBg4WbCiM1KdfEcuo4BounOjBRMJn+54tXmHTthMe6cW6kMx/tMSdeXv6e3n +g8NLUiGvDikCE7LJRPFaQ== 0001004980-09-000043.txt : 20090702 0001004980-09-000043.hdr.sgml : 20090702 20090702110413 ACCESSION NUMBER: 0001004980-09-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090701 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090702 DATE AS OF CHANGE: 20090702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000075488 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 940742640 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02348 FILM NUMBER: 09925064 BUSINESS ADDRESS: STREET 1: 77 BEALE ST STREET 2: P O BOX 770000 CITY: SAN FRANCISCO STATE: CA ZIP: 94177 BUSINESS PHONE: 4152677000 MAIL ADDRESS: STREET 1: 77 BEALE STREET STREET 2: P O BOX 770000 CITY: SAN FRANCISCO STATE: CA ZIP: 94177 8-K 1 form8k070109.htm FORM 8-K DATED JULY 1, 2009 form8k070109.htm
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 1, 2009
(Date of earliest event reported)
       
PG&E CORPORATION
(Exact Name of Registrant as specified in Charter)
California
1-12609
94-3234914
(State or other jurisdiction of incorporation)
 
(Commission File Number)
(IRS Employer
Identification No.)
   
One Market, Spear Tower, Suite 2400, San Francisco, CA
94105
(Address of principal executive offices)
(Zip code)
415-267-7000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
     
PACIFIC GAS AND ELECTRIC COMPANY
(Exact Name of Registrant as specified in Charter)
California
1-2348
94-0742640
(State or other jurisdiction of incorporation)
 
(Commission File Number)
(IRS Employer
Identification No.)
     
   
77 Beale Street, P. O. Box 770000, San Francisco, California
94177
(Address of principal executive offices)
(Zip code)
(415) 973-7000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
          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))


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
On July 1, 2009, the Board of Directors of Pacific Gas and Electric Company (Utility), a subsidiary of PG&E Corporation, appointed Christopher P. Johns, who is currently Senior Vice President and Chief Financial Officer of PG&E Corporation and Senior Vice President, Financial Services of the Utility, as the President of the Utility, effective August 1, 2009, reporting to Peter A. Darbee, Chairman of the Board, Chief Executive Officer, and President of PG&E Corporation.  In addition to his current role at PG&E Corporation, Mr. Darbee has been serving as the President and Chief Executive Officer of the Utility since September 5, 2008, pursuant to a temporary waiver granted by the California Public Utilities Commission (CPUC) from rules that prohibit certain key officers from serving in the same position at both a utility and its holding company while the companies share legal, regulatory and lobbying services.  The Utility will request permission from the CPUC to withdraw its request for a permanent waiver as of August 1, 2009.  Mr. Darbee will resign from his position as President and Chief Executive Officer of the Utility on July 31, 2009.

Mr. Johns, 48, has served as Senior Vice President and Chief Financial Officer of PG&E Corporation since January 1, 2005.  From September 19, 2001 to October 3, 2005, Mr. Johns served as Senior Vice President and Controller of PG&E Corporation.  He also held the position of Treasurer of PG&E Corporation from October 4, 2005 to April 30, 2009.  In addition, Mr. Johns served as Senior Vice President and Treasurer of the Utility from October 1, 2005 to April 30, 2009, when he became Senior Vice President, Financial Services of the Utility.  Mr. Johns also served as Chief Financial Officer of the Utility from October 1, 2005 to May 31, 2007.

Also on July 1, 2009, the Board of Directors of PG&E Corporation appointed Kent M. Harvey, 51, currently Senior Vice President and Chief Risk and Audit Officer of PG&E Corporation since October 1, 2005, as Senior Vice President and Chief Financial Officer of PG&E Corporation, effective August 1, 2009, to replace Mr. Johns.  In addition, the Utility’s Board of Directors appointed Mr. Harvey as Senior Vice President, Financial Services of the Utility, effective August 1, 2009, to replace Mr. Johns.  In addition to overseeing all of PG&E Corporation’s finance, accounting, and investor relations functions, Mr. Harvey will continue to oversee PG&E Corporation’s and the Utility’s risk management and audit functions.  He will continue to report to Mr. Darbee.  Mr. Harvey previously served as Senior Vice President, Chief Financial Officer, and Treasurer of the Utility from January 1, 2000 to September 30, 2005.

A press release dated July 2, 2009, announcing these changes, is attached as an exhibit to this report.

Neither Mr. Johns nor Mr. Harvey has any relationship or related transaction with PG&E Corporation or the Utility that would require disclosure pursuant to Item 401(d) or Item 404(a) of Securities and Exchange Commission Regulation S-K.

In connection with his new position, Mr. Johns will earn an annual base salary of $635,000.  Mr. Johns also will continue to be eligible to participate in the PG&E Corporation Short-Term Incentive Plan (STIP); his target participation rate will be equal to 75% of his annual base salary, or $476,250.  Also, Mr. Johns will receive an additional award under the PG&E Corporation Long-Term Incentive Plan (LTIP) in an annualized amount of $500,000.  This award will consist of equal amounts of restricted stock units and performance shares.  The award will be granted on the third business day following the release of PG&E Corporation’s financial results for the quarter ended June 30, 2009, and will be prorated based on the period of time between the date of grant and March 1, 2010 (the first vesting date of the 2009 LTIP awards).  As a result, on or around August 10, 2009, Mr. Johns will receive an LTIP award in an estimated amount of $279,000.  The number of restricted stock units and performance shares will be determined by dividing the dollar amount of the award by the closing stock price of a share of PG&E Corporation common stock as reported on the New York Stock Exchange on the grant date.

2


 
In connection with his new position, Mr. Harvey will earn an annual base salary of $525,000.  Mr. Harvey also will continue to be eligible to participate in the PG&E Corporation STIP; his target participation rate will be equal to 65% of his annual base salary, or $341,250.  Mr. Harvey also will receive an additional award under the LTIP in an annualized amount of $250,000, which will consist of equal amounts of restricted stock units and performance shares.  The award will be granted on the third business day following the release of PG&E Corporation’s financial results for the quarter ended June 30, 2009, and will be prorated based on the period of time between the date of grant and March 1, 2010 (the first vesting date of the 2009 LTIP awards).  As a result, on or around August 10, 2009, Mr. Harvey will receive an LTIP award in an estimated amount of $140,000.  The number of restricted stock units and performance shares will be determined by dividing the dollar amount of the award by the closing stock price of a share of PG&E Corporation common stock as reported on the New York Stock Exchange on the grant date.

 Mr. Johns and Mr. Harvey also are eligible to receive the benefits available to other officers of PG&E Corporation and the Utility, including benefits available under the PG&E Corporation Supplemental Executive Retirement Plan (a non-tax-qualified defined benefit pension plan), the PG&E Corporation Officer Severance Policy, and the PG&E Corporation Supplemental Retirement Savings Plan.  These benefits, the terms of the restricted stock units and performance shares to be awarded under the LTIP, and the provisions of the STIP, are described in PG&E Corporation’s and the Utility’s most recent joint proxy statement and in other reports previously filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit 99
Press release dated July 2, 2009
 

3

 
 
 
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 hereunto duly authorized.
 

         
   
PG&E CORPORATION
     
Dated: July 2, 2009
 
By:
 
 
 LINDA Y.H. CHENG
 
     
    
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and  Corporate Secretary
 

 
 
         
   
PACIFIC GAS AND ELECTRIC COMPANY
     
Dated: July 2, 2009
 
By:
 
 
 LINDA Y.H. CHENG
 
     
   
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and  Corporate Secretary
 

 
4

EXHIBIT INDEX

No.
     
Description of Exhibit
     
Exhibit 99
 
Press release dated July 2, 2009
 
 

5

 
EX-99 2 ex9901.htm PRESS RELEASE DATED JULY 2, 2009 ex9901.htm
 
 
 
Corporate Relations
One Market, Spear Tower
San Francisco, CA  94105
1-800-743-6397
  Exhibit 99


July 2, 2009

CHRISTOPHER P. JOHNS IS NAMED PRESIDENT OF PACIFIC GAS AND ELECTRIC COMPANY

Promotion Elevates Parent Company’s CFO to Utility Unit’s Top Executive Post

(San Francisco, CA)  PG&E Corporation (NYSE:PCG) announced today that Christopher P. Johns, the Corporation’s Senior Vice President and Chief Financial Officer, has been selected to lead the company’s utility unit as President of Pacific Gas and Electric Company effective August 1, 2009.
As the utility subsidiary’s top executive officer, Johns will be responsible for all aspects of Pacific Gas and Electric Company’s business, including electric and gas operations, customer care, information technology, shared services and regulatory relations.
“Chris has consistently distinguished himself as an outstanding leader at PG&E,” said Peter A. Darbee, Chairman, CEO and President of PG&E Corporation. “Particularly in his role as Chief Financial Officer, Chris’ contributions have been integral to PG&E’s success in achieving results on behalf of its customers, shareholders and employees. His proven strength as a manager, combined with his firm commitment to our company and our values, make him an ideal candidate to lead Pacific Gas and Electric Company.”
Johns will continue to report directly to Darbee, who has been serving as the utility unit’s chief executive since mid-2008 in addition to his roles at the holding company. Johns’ promotion enables Darbee to devote more of his time to strategic issues in light of the significant evolution under way in the nation’s energy and environmental policies, which is defining new challenges and opportunities important to the company and its customers. Utility Chief Operating Officer Jack Keenan will continue to manage Pacific Gas and Electric Company’s operational activities, reporting directly to Johns.
Johns became Chief Financial Officer in 2005 and has helped lead the company’s implementation of one of the utility industry’s most extensive capital investment programs, as well as successful efforts to realize opportunities for greater efficiencies within the company’s operations. Recently, his organization has been highly successful in maintaining PG&E’s access to the capital markets amid the challenges of the global financial crisis.
  Kent M. Harvey, currently Senior Vice President and Chief Risk and Audit Officer, will succeed Johns as PG&E Corporation Chief Financial Officer.  Harvey’s principal duties will include overseeing all of the holding company’s finance, accounting, investor relations, risk management and audit functions. He will report directly to Darbee.
“Kent brings an invaluable breadth of experience and expertise in financial management to his new role,” said Darbee. “Most significantly, his strong track record of accomplishment includes having led successfully the Corporation’s risk and audit functions and having served as Chief Financial Officer for Pacific Gas and Electric Company. We are fortunate to have two such talented officers within PG&E to accept these critical leadership roles.”
PG&E also announced today that Nicholas Bijur, Senior Director, has assumed Johns’ responsibilities as Treasurer. Bijur previously was Assistant Treasurer.
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation, is one of the largest combined natural gas and electric utilities in the United States. Based in San Francisco, with 20,000 employees, the company delivers some of the nation’s cleanest energy to 15 million people in northern and central California. For more information, visit pge.com/about
-30-
 

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