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

As previously disclosed, on January 29, 2019, PG&E Corporation (the “Corporation”) and Pacific Gas and Electric Company (the “Utility,” and together with the Corporation, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”).

PG&E Corporation CEO Compensation – Performance Measures

On March 6, 2020, the independent members of the Board of Directors of PG&E Corporation (the “Corporation Board”) approved performance metrics and weightings for certain equity awards to be granted to William “Bill” Johnson, Chief Executive Officer (“CEO”) and President of the Corporation, which performance metrics and weightings are subject to the approval of the Bankruptcy Court.

Mr. Johnson’s equity incentive compensation for 2020 consists of grants of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”).  Mr. Johnson also previously was granted performance-based stock options (“Options”), a third of which have a performance period ending on December 31, 2020 (the “2020 Options”).  Such awards of RSUs, PRSUs, and Options are described in the Debtors’ Current Reports on Form 8-K filed on April 16, 2019 and June 20, 2019.  The terms of Mr. Johnson’s employment were approved by the Bankruptcy Court on August 14, 2019, including the awards of RSUs, PRSUs, and Options described in the Debtors’ Current Reports on Form 8-K filed on April 16, 2019 and June 20, 2019.  Under the terms of Mr. Johnson’s employment approved by the Bankruptcy Court, the performance metrics applicable to Mr. Johnson’s 2020 PRSUs and 2020 Options were to be established by the Corporation Board at a later time.  Subject to Bankruptcy Court approval, the independent members of the Corporation Board have established the performance metrics (the “2020 Metrics”) and weighting described below.  The performance period applicable to the 2020 Metrics covers January 1, 2020 through December 31, 2020.  The 2020 Metrics and weighting are as follows:

Descriptions of each of the 2020 Metrics are included in the motion filed by the Debtors with the Bankruptcy Court on March 4, 2020.  The payout ranges for the 2020 Metrics are 50% for performance at threshold goals, 100% for performance at target goals and 150% for performance at or above maximum goals.  Scores between (i) threshold and target and (ii) target and maximum will be interpolated on a linear basis.

All Options, RSUs and PRSUs are subject to claw-back under the Corporation’s and the Utility’s recoupment policy, as applicable.  Mr. Johnson’s equity incentive compensation will be subject to anti-dilution protections upon a spin-off to shareholders and in connection with a rights offering to shareholders or other transactions in which shareholders are subject to the same anti-dilution protections as Mr. Johnson.

Section 16 Officer STIP and LTIP

On March 4, 2020, the Compensation Committee approved a Short-Term Incentive Plan (“STIP”) consisting of a single cash payment for short-term performance metrics associated with the performance period from January to December 2020, and a Long-Term Incentive Plan (“LTIP”) consisting of performance shares (“PSs” ) reflecting performance over a three-year period, to be settled in post-emergence equity of the reorganized Debtors.  The STIP and LTIP were developed with the assistance of the advisors of the Debtors to provide incentive-based compensation to the participants based on metrics that are designed to positively incentivize the Debtor’s senior executives to help ensure operational continuity and align the interests of the Debtors’ senior officers with the Debtors’ focus on near and long-term customer welfare (including safety and operational) and financial stability.  PG&E Corporation’s and the Utility’s Section 16 Officers (with the exception of the PG&E Corporation CEO) are eligible to participate in the STIP and the LTIP, subject to the approval of the Bankruptcy Court.  On March 4, 2020, the Debtors filed a motion with the Bankruptcy Court seeking approval of the STIP and the LTIP.

A summary of the STIP and the LTIP is included below.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future plans and strategies of the Corporation and the Utility, including but not limited to their bankruptcy emergence plan and the timing and amount of equity compensation payments. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in the Corporation and the Utility’s Annual Report on Form 10-K for the year ended December 31, 2019 and their subsequent reports filed with the Securities and Exchange Commission. Additional factors include, but are not limited to, those associated with the Corporation’s and the Utility’s Chapter 11 cases. The Corporation and the Utility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.