PG&E Corp (Form: 8-K, Received: 10/15/2019 09:01:29)

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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: October 11, 2019

(Date of earliest event reported)

Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
001-12609	PG&E CORPORATION	California	94-3234914
001-02348	PACIFIC GAS AND ELECTRIC COMPANY	California	94-0742640


77 BEALE STREET		77 BEALE STREET
P.O. BOX 770000		P.O. BOX 770000
SAN FRANCISCO, California 94177		SAN FRANCISCO, California 94177
(Address of principal executive offices) (Zip Code)		(Address of principal executive offices) (Zip Code)
(415) 973-1000		(415) 973-7000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	PCG	The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable	PCG-PE	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable	PCG-PD	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable	PCG-PG	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable	PCG-PH	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable	PCG-PI	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable	PCG-PA	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable	PCG-PB	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable	PCG-PC	NYSE American LLC

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).

Emerging growth company	PG&E Corporation	☐
Emerging growth company	Pacific Gas and Electric 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.

PG&E Corporation	☐
Pacific Gas and Electric Company	☐

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

On October 11, 2019, each of the Boards of Directors (the “Boards”) of PG&E Corporation (the “Corporation”) and its subsidiary Pacific Gas and Electric Company (the “Utility”) elected William L. Smith and John M. Woolard as directors to its respective company, effective immediately. A copy of the related news release is attached to this report as Exhibit 99.1.

Messrs. Smith and Woolard were identified as candidates pursuant to a search led by the Nominating and Governance Committee of the Board of the Corporation. Among other reasons, the candidates were selected based on their collective clean energy/clean energy technology expertise, ties to the State of California, and expertise relating to the achievement of California’s clean energy goals.

The Boards of the Corporation and the Utility have not determined committee assignments for Messrs. Smith and Woolard.

In connection with their election to the Boards of the Corporation and the Utility, Messrs. Smith and Woolard will be compensated in accordance with the Corporation’s and the Utility’s standard compensation policies and practices for non-employee directors of the Boards, as most recently described in the Corporation and the Utility’s joint proxy statement filed with the Securities and Exchange Commission on May 17, 2019. Such policies and practices are subject to change from time to time. On October 1, 2019, the Corporation and the Utility filed a motion with the U.S. Bankruptcy Court for the Northern District of California seeking approval of certain proposed changes to non-employee director compensation, which has not yet been approved.

Neither of the newly elected directors has any relationship or related transaction with the Corporation or the Utility that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Also on October 11, 2019, the Board of the Utility approved an amendment to the Utility’s Bylaws such that the exact number of authorized directors may be set by a resolution of the Utility Board. The amendment to the Utility’s Bylaws is effective immediately. The text of the amendment to the Utility’s Bylaws is attached to this report as Exhibit 3.1.

The current authorized number of directors for the Board of the Utility is 16.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
3.1		Text of the amendment to the Bylaws of Pacific Gas and Electric Company effective October 11, 2019
99.1		News release dated October 15, 2019

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

Date: October 15, 2019	By:	/s/ JANET C. LODUCA
		Name:	JANET C. LODUCA
		Title:	Senior Vice President and General Counsel

	PACIFIC GAS AND ELECTRIC COMPANY

Date: October 15, 2019	By:	/s/ LINDA Y.H. CHENG
		Name:	LINDA Y.H. CHENG
		Title:	Vice President, Corporate Governance and Corporate Secretary

Exhibit 3.1

Amendment to Bylaws of Pacific Gas and Electric Company

Effective October 11, 2019

Article II.

DIRECTORS.

1. Number. The Board of Directors of this Company shall consist of such number of directors, not less than nine (9) nor more than seventeen (17). The exact number of directors shall be ~~fifteen (15) until changed,~~ within the limits specified above, fixed from time to time by an resolution~~amendment to this Bylaw~~ duly adopted by the Board of Directors~~or the shareholders~~.

Marketing & Communications | 415.973.5930 | www.pgecorp.com

October 15, 2019

PG&E Corporation Board of Directors Elects John Woolard

and Bill Smith as New Directors

New Additions Bring Significant Safety, Operational and Clean Energy Experience

SAN FRANCISCO — PG&E Corporation (NYSE: PCG) today announced the election of Bill Smith and John Woolard to its Board of Directors and to the Board of Directors of its subsidiary, Pacific Gas and Electric Company, effective October 11, 2019.

Woolard brings extensive experience in developing world-class clean energy projects, a technological background and understanding of software and grid modernization solutions and is well versed in California’s regulatory and policy goals.

Smith brings a comprehensive focus on large-scale integration and modernization of vast infrastructure networks, an ability to identify and leverage new technologies to meet future businesses needs and a track record of delivering on commitments to public and employee safety.

With regard to safety, Woolard has set the tone from the top for safety culture as a chief executive of companies delivering customer-focused, energy software solutions to leading the engineering, procurement and construction of one of the largest clean energy projects in the world. During significant parts of his career, Smith had responsibility for the safety of a field-based workforce numbering in the tens of thousands charged with delivering safe service across large geographic areas. Additionally, Smith has compressive experience in maintaining service during natural disasters like hurricanes and post-disaster infrastructure recovery and restoration.

“PG&E’s primary focus is delivering safe and reliable energy to our customers and helping meet the energy and climate challenges in California. As part of our commitment to expand our diverse and balanced mix of experiences and competencies, we are adding directors who bring new and additional views on key areas like safety, operational excellence and clean energy,” said PG&E Corporation’s independent Chair of the Board, Nora Mead Brownell. “We welcome Bill and John to our Boards and we look forward to serving with them. The Boards are committed to using our combined expertise to better serve PG&E’s customers, help address California’s energy and climate challenges, and help the company move through Chapter 11 as quickly as possible.”

Woolard, age 54, is Chief Executive Officer of Meridian Energy and a Senior Operating Partner at San Francisco-based Activate Capital; he brings more than 20 years of experience as an executive in the energy technology sector. Woolard previously served as the President and Chief Executive Officer of BrightSource Energy, where he led the development, construction and commissioning of the Ivanpah Solar Electric Generating System in California’s Mojave Desert, the world’s largest solar thermal power plant. He also served as Chief Executive Officer of Silicon Energy Corp, in addition to holding leadership roles at Google and Itron Inc. Early in his career, Woolard was an energy analyst at Lawrence Berkeley Laboratory. Currently, he serves on the advisory board of the University of California, Berkeley’s Energy and Climate Initiative, and is a Senior Fellow at the World Resources Institute and a Crown Fellow at the Aspen Institute.

Smith, age 62, is the retired President of AT&T Technology Operations at AT&T Services, Inc. where he spent 37 years with the telecommunications service provider and its predecessor companies. Smith held a number of senior officer positions at AT&T, including President of Network Operations where he oversaw data center and information technology operations, Direct TV field operations, and planning, engineering, construction, provisioning and maintenance for the company’s wireless and wireline networks. He also served as Executive Vice President of Shared Services for AT&T and Chief Technology Officer for Bell South Corp. Smith has served on the boards of several technology companies from 2000 to present. He currently serves on the board of directors of ASOCS Ltd. (a developer of on-premise cloud solutions for industries such as retail, real estate, hospitality, sports and entertainment).

Woolard holds a Bachelor of Arts degree in economics from the University of Virginia, a Master of Environmental Planning degree from the University of Virginia, and a Master of Business Administration degree from the University of California, Berkeley’s Haas School of Business. Smith holds a Bachelor of Science degree in civil engineering from North Carolina State University.

With the additions of Smith and Woolard, PG&E Corporation’s Board expands from 13 to 15, and Pacific Gas and Electric Company’s Board expands from 14 to 16.

About PG&E Corporation

PG&E Corporation is a holding company headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company (the “Utility”), an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. Each of PG&E Corporation and the Utility is a separate entity, with distinct creditors and claimants, and is subject to separate laws, rules and regulations. For more information, visit http://www.pgecorp.com. In this news release, they are together referred to as “PG&E.”

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