Commission File Number
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Exact Name of Registrant
as specified in its charter
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State or Other Jurisdiction of
Incorporation or Organization
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IRS Employer
Identification Number |
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001-12609
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PG&E CORPORATION
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California
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94-3234914
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001-02348
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PACIFIC GAS AND ELECTRIC COMPANY |
California
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94-0742640
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77 BEALE STREET
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77 BEALE STREET
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P.O. BOX 770000
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P.O. BOX 770000
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SAN FRANCISCO, California 94177
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SAN FRANCISCO, California 94177
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(Address of principal executive offices) (Zip Code)
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(Address of principal executive offices) (Zip Code)
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(415) 973-1000
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(415) 973-7000
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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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common stock, no par value
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PCG
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The New York Stock Exchange
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Equity Units
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PCGU
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The New York Stock Exchange
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First preferred stock, cumulative, par value $25 per share, 5% series A redeemable
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PCG-PG
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NYSE American LLC
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First preferred stock, cumulative, par value $25 per share, 5% redeemable
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PCG-PD
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NYSE American LLC
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First preferred stock, cumulative, par value $25 per share, 4.80% redeemable
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PCG-PG
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NYSE American LLC
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First preferred stock, cumulative, par value $25 per share, 4.50% redeemable
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PCG-PH
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NYSE American LLC
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First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable
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PCG-PI
|
NYSE American LLC
|
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable
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PCG-PA
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NYSE American LLC
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First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable
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PCG-PB
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NYSE American LLC
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First preferred stock, cumulative, par value $25 per share, 5% nonredeemable
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PCG-PC
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NYSE American LLC
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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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PG&E Corporation
|
☐
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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.
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● |
Ms. Poppe will receive a base salary of $1.35 million annually. For 2021, Ms. Poppe will be eligible to participate in the Corporation’s Short-Term Incentive Plan,
as in effect from time to time, with a target participation rate of 130% of her base salary.
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● |
Ms. Poppe will be eligible to participate in the Corporation’s Long-Term Incentive Plan (“LTIP”). For 2021, Ms. Poppe’s annual LTIP award will have a grant date fair
value of $9,250,000.
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● |
Ms. Poppe will also receive a one-time “make-whole” award of 2,910,205 restricted stock units (“RSUs”) under the LTIP. These RSUs will vest 50% on January 4, 2022
and 50% on January 4, 2023, subject to Ms. Poppe’s continued employment with the Corporation through the applicable vesting date. This RSU award is designed to replace certain long-term stock awards of Ms. Poppe’s previous employer which she
forfeited, and to the extent she receives those awards from CMS, the RSU award will be reduced by a corresponding amount. In the event of Ms. Poppe’s “Involuntary Termination” or death or “Disability” (each as defined in in Section 3 of the
Policy, as defined below), in each case, that occurs prior to the applicable vesting dates, the “make-whole” RSU award will vest in full, subject to the execution and non-revocation of a general release of claims by Ms. Poppe or her estate,
as applicable.
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● |
Ms. Poppe will also receive a one-time “make-whole” cash bonus of $6.6 million, which is designed to replace her 2020 annual bonus, one of the long-term stock awards
and certain unvested nonqualified deferred compensation benefits of her previous employer which she forfeited and to assist with expenses incurred in connection with her relocation to San Francisco and other increased cost-of-living
expenses. To the extent that Ms. Poppe receives that bonus or award from CMS, the “make-whole” cash bonus will be reduced by a corresponding amount. The “make-whole” cash bonus is subject to claw-back in the event Ms. Poppe resigns, other
than for “Good Reason,” or her employment is terminated for “Cause” (each as defined in Section 3 of the Policy), in each case, within 12 months of her start date. For purposes of the two “make-whole” awards, a determination by the
Corporation of “Cause” must be made by a vote of at least 75% of the Corporation Board (excluding Ms. Poppe).
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● |
Ms. Poppe will be eligible for severance benefits pursuant to the PG&E Corporation 2012 Officer Severance Policy (the “Policy”), as may be amended from time to
time, except that “Cause” and “Good Reason” under the Policy will each have the meanings set forth in Section 3 of the Policy as currently in effect.
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● |
Ms. Poppe will be eligible to participate in the Corporation’s general benefit plans.
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● |
Prior to the relocation of Ms. Poppe and her family to San Francisco, she will be provided with private air transportation to the Corporation’s headquarters for six
round trips for her and her family. Ms. Poppe also will receive an annual perquisite allowance of $35,000 and is entitled to reimbursement for her legal expenses incurred in connection with the negotiation of her offer letter up to $25,000.
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Exhibit Number
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Description
|
|
|
||
|
||
104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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PG&E CORPORATION
|
||||
Date: November 18, 2020
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By:
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/s/ JOHN R. SIMON
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Name:
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John R. Simon
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Title:
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Executive Vice President, General Counsel and Chief Ethics & Compliance Officer
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PACIFIC GAS AND ELECTRIC COMPANY
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||||
Date: November 18, 2020
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By:
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/s/ BRIAN M. WONG
|
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Name:
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Brian M. Wong
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Title:
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Vice President, Deputy General Counsel and Corporate Secretary
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1. |
An annual base salary of $1,350,000, subject to ordinary withholdings, prorated to reflect the portion of the year during which you are an employee of the Company.
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2. |
For 2021, you will be eligible to participate in the Company’s Short-Term Incentive Plan, as in effect from time to time, with a target participation rate of 130% of your base
salary.
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3. |
A one-time “make-whole” cash bonus of $6,600,000, subject to supplemental withholdings, payable on your second regular monthly paycheck. This bonus is designed to replace your 2020
annual bonus and one of your long-term stock awards of your previous employer which you forfeited, and to assist with expenses incurred in connection with your relocation to San Francisco and other increased cost-of living expenses. To the
extent you receive that bonus or that award from your previous employer, you hereby agree to reduce this bonus by a corresponding amount. Should you resign from the Company, other than for “Good Reason,” or be terminated by the Company for
“Cause” (each as defined in Section 3 of the Company’s Officer Severance Policy as in effect on the date hereof (“Policy”)) within 12 months following your start date, you must repay the Company the amount of this “make-whole” cash bonus, net
of taxes (after giving effect to any deductions or claims arising from such repayment). For purposes of this paragraph and paragraph 4, a determination by the Company of Cause must be made by a vote of at least 75% of the Board (excluding
yourself). No portion of the make-whole cash bonus shall be subject to any Company clawback policy, as may be in effect from time to time, and may only be forfeited as provided herein.
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4. |
You will receive a one-time “make-whole” award of 2,910,205 restricted stock units under the Company’s Long-Term Incentive Plan (“LTIP”) that vest 50% on January 4, 2022 and 50% on January 4, 2023 subject to your continued employment with the Company through the applicable vesting date. This award is designed to replace certain long-term
stock awards of your previous employer which you forfeited; to the extent you receive those awards from your previous employer, you hereby agree to reduce this grant by a corresponding amount. In the event of an “Involuntary Termination” or
your death or “Disability”, each as defined in Section 3 of the Policy, that occurs prior to the applicable vesting dates, the make-whole award shall vest in full, subject to the execution and non-revocation of a general release of claims by
you or your estate under the Policy. This make-whole award shall be subject to forfeiture as provided herein and shall be subject to any Company clawback policy, as may be in effect from time to time, in each case, only to the extent the
events giving rise to such forfeiture or clawback occurred after your start date.
|
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5. |
You will be eligible for additional LTIP awards, which are typically granted in March of each year. For 2021, your target LTIP award will have a grant date value of $9,250,000.
Your LTIP awards will be subject to the other terms and conditions, including vesting, as set forth in the applicable award agreement.
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6. |
Prior to the relocation of you and your family to San Francisco, you will be provided with private air transportation to the Company’s headquarters for six round trips for you and
your immediate family.
|
|
7. |
You will be eligible for an annual perquisite allowance of $35,000, subject to ordinary withholdings.
|
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8. |
You will be eligible to participate in the Company’s health benefits program, which permits you to select coverage tailored to your personal needs and circumstances, including an
executive physical, wellness offerings and life insurance options.
|
|
9. |
You will be eligible to participate in the two Company retirement savings plans. The Retirement Savings Plan (RSP) (a 401(k) savings plan) and the Supplemental
Retirement Savings Plan (SRSP). Under current plan terms, you will be eligible to contribute as much as 50% of your salary on either a pre-tax or after-tax basis (plus catch-up contributions, if applicable), and the Company will match
contributions up to 8% of your salary at 75 cents on each dollar contributed (excluding catch-up contributions), in each case, subject to applicable plan and legal limits.
|
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10. |
Conditioned upon meeting plan requirements, you will be eligible to participate in the Company’s Retirement Plan (cash balance pension) and the Defined Contribution
Executive Supplemental Plan (DC-ESRP), post-retirement life insurance and retiree medical plans.
|
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11. |
You will be provided with an annual Paid Time Off allotment of four weeks, subject to future increases based on length of service, plus ten company holidays and three floating
holidays.
|
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12. |
You will be eligible for additional benefits provided to senior executives of the Company, as may be offered from time to time in accordance with its plans and policies, including:
|
|
a. |
A forty percent subsidy for advisory services provided by AYCO;
|
|
b. |
Contribution toward health club initiation fees and 35% reimbursement of monthly dues;
|
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c. |
$250,000 accidental death and dismemberment coverage; and
|
|
d. |
Business travel insurance.
|
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13. |
The Company will provide for the payment of legal fees incurred by you in the negotiation of your employment up to $25,000, to be paid directly to the law firm and reported on a Form
1099.
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/s/ Patricia K. Poppe
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Patricia K. Poppe
|
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Investor Relations Contact: 415.972.7080 | Media Inquiries Contact: 415.973.5930 |
www.pgecorp.com
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