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: July 1, 2020
(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


GRAPHIC
  GRAPHIC
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
 
415 973-1000
(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
Equity Units
PCGU
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.

(e) Modified Compensatory Plan

On April 29, 2020 the Board of Directors of PG&E Corporation approved an amendment to the PG&E Corporation 2014 Long-Term Incentive Plan (the “2014 LTIP”), increasing the maximum number of shares available for issuance under the 2014 LTIP by 30 million shares, to reflect anticipated needs for 2020 and 2021 LTIP awards.  The Amendment became effective as of July 1, 2020 as a result of the effectiveness of the Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization dated June 19, 2020 filed with the U.S. Bankruptcy Court for the Northern District of California [Docket No. 8048] .  A copy of the Amendment is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.
 
Description
 
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




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  
       
       

By:
/s/ JANET C. LODUCA  
    Name: 
Janet C. Loduca
 
Dated:  July 7, 2020
  Title: 
Senior Vice President and General Counsel
 


  PACIFIC GAS AND ELECTRIC COMPANY  
       
       

By:
/s/ DAVID S. THOMASON  
    Name: 
David S. Thomason
 
    Title: 
Vice President and Controller
 
Dated:  July 7, 2020        



Exhibit 10.1




AMENDMENT TO THE PG&E CORPORATION

2014 LONG-TERM INCENTIVE PLAN

The PG&E Corporation 2014 Long-Term Incentive Plan (the “LTIP”) has been amended, effective as of, and subject to the occurrence of, the Effective Date (as defined in the Plan) of the Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization Dated March 16, 2020 [Docket No. 6320] (together with all schedules and exhibits thereto, and as may be amended, modified or supplemented from time to time, the “Plan”) to increase the number of shares of common stock of PG&E Corporation available for issuance thereunder by 30,000,000 shares of common stock of PG&E Corporation. No LTIP or other long-term incentive compensation program will be implemented during the pendency of these Chapter 11 Cases absent Court approval.