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: February 25, 2021
(Date of earliest event reported)
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Commission File Number
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Exact Name of Registrant
as specified in its charter
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State or Other Jurisdiction of Incorporation or Organization
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IRS Employer Identification Number
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(Address of principal executive offices) (Zip Code)
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(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
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(Registrant’s telephone number, including area code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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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).
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Emerging growth company
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PG&E Corporation
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Emerging growth company
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Pacific Gas and Electric Company
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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.
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PG&E Corporation
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☐
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Pacific Gas and Electric Company
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☐
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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.
On February 25, 2021, the Compensation Committee of the PG&E Corporation Board of Directors (the “Committee”) approved an amendment to the
performance formula for performance shares granted to, among others, current and former officers of PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) for 2018 under the PG&E Corporation 2014 Long-Term Incentive Plan
(the “LTIP”), as that formula was previously disclosed in the Amendment No. 1 on Form 10-K/A to PG&E Corporation and the Utility’s combined Annual Report on Form 10-K for the year ended December 31, 2019. The amendment permits the
Committee to exercise discretion to adjust any performance score, including to zero.
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.
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PG&E CORPORATION
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Date: March 3, 2021
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By:
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/s/ JOHN R. SIMON
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Name:
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John R. Simon
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Title:
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Executive Vice President, General Counsel and Chief Ethics & Compliance Officer
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PACIFIC GAS AND ELECTRIC COMPANY
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Date: March 3, 2021
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By:
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/s/ BRIAN M. WONG
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Name:
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Brian M. Wong
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Title:
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Vice President, General Counsel and Corporate Secretary
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