Pg&E Corporation
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 PG&E CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PG&E Corporation Pacific Gas and Electric Company Joint Notice of 2021 Annual Meetings Joint Proxy Statement Thursday, May 20, 2021 10:00 a.m., Pacific Time PG&E Corporation and Pacific Gas and Electric Company PG&E Corporation Pacific Gas and Electric Company April 8, 2021 Dear Shareholders, After more than a century of service to Northern and Central California, the year 2020 brought PG&E(1) to a turning point unlike any other in our history. Together, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, took responsibility for a series of devastating wildfires caused by our electric equipment, including the 2018 Camp fire. The Utility pleaded guilty to involuntary manslaughter in the deaths of the 84 people who lost their lives in that tragedy. We settled billions of dollars in damage claims by fire victims, as well as by cities, counties, and other public entities. We concluded an 18-month Chapter 11 proceeding while fending off hostile takeover attempts. And we emerged with a plan of reorganization that includes strong commitments regarding our corporate governance, operations, and financial structure — forged with guidance from both the California Governor’s Office and our state regulator — that are designed to further prioritize safety. Now, under the leadership of PG&E Corporation CEO Patricia K. Poppe and substantially new Boards of Directors, we are embarked on a new era for PG&E, charting a new path toward a brighter future as a different enterprise—one that we expect will provide better outcomes and more sustainable results for all those who depend on us. Yet we will not forget the hard lessons we have learned. Rather, we will use them as a driving force for continuous improvement, accountability, and sustained performance in the work we do every day. Earning back the trust we have lost will require us to meet each one of our obligations and deliver on our promises, without fail. Overall, we believe that the course we have set will position PG&E as a sustainable, financially sound energy business with the appropriate governance and oversight to safely serve our customers for the long-term, while also making the investments required to help the State achieve its climate and clean energy goals. Accordingly, we have recommitted our support for California’s climate leadership, including electrification of the energy grid, a charging network sufficient to power millions of electric vehicles, and a carbon-neutral economy by 2045. We are adapting our systems to climate risks, particularly the rising threat of wildfires and extreme weather. And we are doing so with the recognition that both the costs and benefits of these innovations must be shared equitably across the economic spectrum. Within our own organization, we are responding to calls for racial equity by deepening PG&E’s long-standing dedication to diversity, inclusion, and equal opportunity in the workplace, while intensifying our focus on the health and safety of our customers, workforce, and communities. As we pursue that vision, we understand that our success will be measured in tangible results, not intentions, pledges, or words. We welcome your feedback on our progress in the days ahead. Sincerely, Robert C. Flexon Chair of the Board, PG&E Corporation (1) “PG&E” or “companies” refer to both PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, or the “Utility.” PG&E Corporation Pacific Gas and Electric Company April 8, 2021 Dear Shareholders, Shortly after joining PG&E Corporation as the company’s new CEO, I shared a favorite song with my 23,000 coworkers. It’s one of those “oldie but goodie” classics — a single released in 1970 by the Five Stairsteps. Like so many popular tunes, the lyrics don’t scan on paper as well as they pair with music. But when times are tough, their upbeat message never fails to help me get through: Oooh, …child Things are gonna get easier Oooh, …child Things are gonna get brighter We all know that PG&E has been through its own tough times over the past few years. Bankruptcy. Wildfires. Season after season of extreme weather events. And like everyone, the COVID-19 pandemic. But things will get better. And we at PG&E are going to be part of making the future brighter for everyone who relies on PG&E, as measured by our “Triple Bottom Line” of people, planet, and prosperity. People, because providing safe and affordable energy to those we are privileged to serve is the reason we exist. Planet, because doing so in a way that does no harm to the environment that sustains us is our solemn responsibility. Prosperity, because the special business charter we enjoy comes with a social duty to help our economy grow and thrive. Already, we are delivering results across all three. In the people category, we are assembling a diverse new team of senior leaders skilled in the kind of organizational design, standards, and processes that will enable us to deliver a “hometown service” experience for our customers and communities — one tailored to the specific local needs within our distinctive geographic regions. For the planet, we are meeting California’s clean energy and climate goals, while continuing to look aggressively for new ways to reduce our carbon footprint. And in support of prosperity, we successfully executed the sale of our transmission tower wireless licenses, yielding $973 million in initial proceeds —roughly half of which we intend to return to customers in the form of lower rates — and significantly reducing our 2021 equity needs. The Triple Bottom Line will continue to guide our decision-making in the months and years ahead, underpinned by a relentless focus on performance. Only by keeping our promises and doing what we say we will do can we earn back trust and become the enterprise that all of our stakeholders deserve. Unlike the Five Stairsteps, I don’t know how to create an inspirational song. But I do have a passion for creating the playbook for a great energy business, and that’s what we’ll be writing here at PG&E — for our customers, our coworkers, and our investors. Sincerely, Patricia K. Poppe CEO, PG&E Corporation “OOH CHILD” lyrics by Stan Vincent. Used by Permission of Sony Music Publishing (US) LLC. All rights reserved. Senior Leadership Team of PG&E Corporation and Pacific Gas and Electric Company Patricia K. Poppe Adam L. Wright Chief Executive Officer, Executive Vice President, Operations and PG&E Corporation Chief Operating Officer Pacific Gas and Electric Company Marlene Santos Julius Cox Executive Vice President and Executive Vice President, People, Chief Customer Officer Shared Services, and Supply Chain Pacific Gas and Electric Company PG&E Corporation Pacific Gas and Electric Company Christopher A. Foster John R. Simon Executive Vice President and Executive Vice President, General Counsel and Chief Financial Officer1 Chief Ethics and Compliance Officer PG&E Corporation PG&E Corporation Francisco Benavides Sumeet Singh Senior Vice President and Senior Vice President and Chief Safety Officer Chief Risk Officer PG&E Corporation PG&E Corporation Pacific Gas and Electric Company Pacific Gas and Electric Company Ajay Waghray Robert S. Kenney Senior Vice President and Vice President, Regulatory and Chief Information Officer External Affiars PG&E Corporation Pacific Gas and Electric Company (1) Appointed as the PG&E Corporation Executive Vice President and Chief Financial Officer on March 21, 2021. Joint Notice of 2021 Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company Items to be Voted On Corporation Utility Recommendation Meeting Information 1 Election of Directors 6 Nominees 7 Nominees Cheryl F. Campbell X X FOR Date: May 20, 2021 Kerry W. Cooper X X FOR Time: 10:00 a.m. PDT Arno L. Harris X X FOR Michael R. Niggli X X FOR Location: Virtual Meeting(1) Oluwadara J. Treseder X X FOR Benjamin F. Wilson X X FOR Record Date Adam L. Wright X FOR 2 Ratification of Deloitte and Touche, LLP as X X FOR Shareholders as of March 22, 2021, are the Independent Public Accounting Firm entitled to vote at the Joint Annual 3 Advisory Vote on Executive Compensation X X FOR Meetings.