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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2025
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| PORTLAND GENERAL ELECTRIC COMPANY |
| (Exact name of registrant as specified in its charter) |
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| Oregon | 001-5532-99 | 93-0256820 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
121 SW Salmon Street, Portland, Oregon 97204
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (503) 464-8000
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:
☐ 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:
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| (Title of class) | (Trading Symbol) | (Name of exchange on which registered) |
| Common Stock, no par value | POR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth 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. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2025, the Board of Directors (the Board) of Portland General Electric Company (the Company) elected Renée James to serve as a director of the Company, effective June 11, 2025, until the next annual meeting of shareholders. The Board also appointed Ms. James to serve on the Compensation, Culture and Talent Committee and the Finance and Operations Committee of the Board.
Ms. James is the founder and current Chairman and CEO of Ampere Computing. Ms. James currently serves on the Boards of Directors at Ampere Computing LLC and Citigroup, Inc.
There are no arrangements or understandings between Ms. James and any other persons pursuant to which she was selected as a director, and Ms. James is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Ms. James will be compensated in accordance with the Company’s standard compensation policies and practices for non-employee directors of the Board, as most recently described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 5, 2025. Such policies and practices are subject to change from time to time.
The Company intends to enter into an indemnification agreement with Ms. James, consistent with its standard form of agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed October 27, 2023.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | PORTLAND GENERAL ELECTRIC COMPANY |
| | | | (Registrant) |
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| Date: | June 11, 2025 | | By: | /s/ Joseph R. Trpik |
| | | | Joseph R. Trpik |
| | | | Senior Vice President, Finance
and Chief Financial Officer |