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: September 22, 2020
(Date of earliest event reported)
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Commission File Number
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as specified in its charter
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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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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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Amendments to PG&E Corporation Officer Severance Policy
On September 24, 2020, the Compensation Committee of the Board of Directors of PG&E Corporation (the “Compensation Committee”) approved amendments to
the PG&E Corporation 2012 Officer Severance Policy (the “Severance Policy”), which provides benefits to officers of both PG&E Corporation and Pacific Gas and Electric Company (the “Utility”). Under the Severance Policy, the Boards of
Directors of PG&E Corporation and the Utility will have a right to cancel, reduce or require forfeiture of certain payments or benefits from (i) certain “executive officers” (as such term is defined in the Severance Policy) of PG&E
Corporation and the Utility in the event of any felony conviction of PG&E Corporation or the Utility related to public health and safety or financial misconduct by PG&E Corporation or the Utility following its July 1, 2020 emergence from
Chapter 11, provided that such executive officer was serving as an executive officer of PG&E Corporation or the Utility, as applicable, at the time of the underlying conduct that led to the conviction (“Company Conviction”), or (ii) either
company’s chief executive officer or chief financial officer if that company is required to restate its financial statements due to such company’s material non-compliance with federal or state financial reporting requirements as a result of
misconduct, so long as the officer was serving as chief executive officer or chief financial officer during the period for which the financial statement is restated, and provided that such limitation applies only to benefits that the officer would
be eligible to receive during the 12 months following the first public issuance or filing of the financial statements with the SEC.
In addition, the Boards of Directors of PG&E Corporation and the Utility will have a right to recoup or require reimbursement or repayment of rights,
payments, and benefits from certain executive officers in the event such executive officers engaged in misconduct that materially contributed to some of the actions or omissions on which the Company Conviction is based. The Severance Policy also
provides for a pro-rata payment of short-term incentive plan (“STIP”) awards upon severance, to be paid at the same time as other participants, so long as the severed officer was employed at least six months during the applicable STIP performance
year, subject to the Compensation Committee’s or applicable Board of Director’s discretion to increase, decrease, or eliminate such payment.
Compensation of Interim Chief Financial Officer of PG&E Corporation
As previously reported on September 22, 2020, the Board of Directors of PG&E
Corporation appointed Chris Foster as Interim Chief Financial Officer of PG&E
Corporation, effective September 26, 2020.
On September 24, 2020, the Compensation Committee approved the terms of Mr. Foster’s compensation for his service as Interim Chief Financial Officer of
PG&E Corporation. In addition to Mr. Foster’s current annual salary, Mr. Foster will receive a monthly fee of $20,000 per month for his service as Interim Chief Financial Officer.
Separation Agreement with Andrew M. Vesey
On September 22, 2020, Andrew M. Vesey, former Chief Executive Officer, President and director of the Utility entered into a separation agreement (the
“Separation Agreement”) with the Utility. The Separation Agreement provides for a one-time severance payment in respect of base salary and bonus consistent with the Officer Severance Policy as described in PG&E Corporation and the Utility’s
joint annual report on Form 10-K/A filed on March 31, 2020. The Separation Agreement further provides for an additional $850,000 cash payment to Mr. Vesey corresponding to his target annual cash bonus amount for 2020.
The foregoing descriptions of the amendments to the Severance Policy and Mr. Vesey’s Separation Agreement are qualified in their entirety by the full
texts of the amended Severance Policy and of the Separation Agreement, which will be filed as exhibits to PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ending September 30, 2020.
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 | ||||
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Date: September 28, 2020
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By:
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/s/ JOHN R. SIMON |
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| Name: | John R. Simon | |||
| Title: | Executive Vice President, General Counsel and Chief Ethics & Compliance Officer | |||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||
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Date: September 28, 2020
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By:
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/s/ BRIAN M. WONG |
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| Name: | Brian M. Wong | |||
| Title: | Vice President, Deputy General Counsel and Corporate Secretary | |||