PX14A6G 1 formpx14a6g.htm PX14A6G
Name of Registrant: Dominion Energy
Name of persons relying on exemption: California Public Employees Retirement System (CalPERS)
Address of persons relying on exemption: 400 Q Street, Sacramento, CA  95811


April 21, 2020

Dear Dominion Energy Shareowner:

Support Shareowner Proposal #4 to nominate an Independent Board Chair
CalPERS is the largest state public pension fund in the United States with nearly $400 billion1 in total assets under management, and a long-term owner of over five million shares in Dominion Energy. CalPERS believes that investors will benefit if the board is chaired by an independent director who can provide a balance of power between the CEO and the board, and support effective board oversight of management. Therefore, we will be voting FOR shareowner proposal #4 at the company’s May 6th, 2020 annual meeting of shareowners.

Corporate Governance Best Practice
We believe that appointing a board chair who is independent of management is nearly always preferable to having one individual lead both the board and the management team. Leading corporate governance investor organizations like the Counsel of Institutional Investors and the International Corporate Governance Network also agree. While we recognize that Dominion Energy has appointed a lead independent director, in our view, an independent board chair is better positioned to oversee the executives of the company and represent shareholders without the inherent conflicts that a CEO or other executive insiders will encounter.

Vote FOR Shareowner Proposal #4 Requesting an Independent Board Chair
As a significant investor in Dominion Energy, we encourage shareowners to support proposal #4. We believe that an independent chair structure will lead to a more proactive, responsive, and effective board of directors.

For questions please contact Craig Rhines, CalPERS Associate Investment Manager at engagements@calpers.ca.gov.

Thank you for your support.

Sincerely,
SIMISO NZIMA
Investment Director, Global Equity
CalPERS Investment Office



1CalPERS total assets under management at year end December 31, 2019.

PLEASE NOTE: The cost of this solicitation is being borne entirely by CalPERS and is being done through the use of mail and telephone communication. CalPERS is not asking for your proxy card. Please do not send us your proxy card.