PG&E Corp. Files 8-K: Board & Officer Changes

TL;DR

PG&E filed an 8-K for board/officer changes and bylaws. Watch for details.

AI Summary

PG&E Corp. filed an 8-K on December 16, 2024, reporting changes in its board of directors and certain officers, along with updates to compensatory arrangements. The filing also includes amendments to its articles of incorporation or bylaws and financial statements and exhibits. Specific details regarding the individuals involved, the nature of the changes, and the financial implications were not provided in this summary section of the filing.

Why It Matters

Changes in a company's board of directors and executive officers can signal shifts in strategy, governance, or operational focus, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in executive leadership and board composition can introduce uncertainty regarding future strategy and governance, warranting closer monitoring.

Key Players & Entities

• PG&E Corp. (company) — Filer
• PACIFIC GAS & ELECTRIC Co (company) — Related Filer

FAQ

Key Financial Figures

• $25 — preferred stock, cumulative, par value $25 per share, 6% nonredeemable PCG-PA NY

Filing Documents

• pcg-8k_121224.htm (8-K) — 62KB
• ex3-1.htm (EX-3.1) — 133KB
• ex3-2.htm (EX-3.2) — 82KB
• pge-01.gif (GRAPHIC) — 5KB
• pge-02.gif (GRAPHIC) — 6KB
• 0001839882-24-045364.txt ( ) — 646KB
• pcg-20241212.xsd (EX-101.SCH) — 6KB
• pcg-20241212_def.xml (EX-101.DEF) — 32KB
• pcg-20241212_lab.xml (EX-101.LAB) — 43KB
• pcg-20241212_pre.xml (EX-101.PRE) — 30KB
• pcg-8k_121224_htm.xml (XML) — 18KB

02 Departure of Directors or Certain Officers; Election of Directors;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers. On December 12, 2024, Leo P. Denault was elected to the boards of directors (the "Boards") of PG&E Corporation and its subsidiary Pacific Gas and Electric Company (the "Utility"), effective February 19, 2025. Mr. Denault has been appointed to serve on each of the Audit Committees of the PG&E Corporation and Utility Boards, and the Finance and Innovation Committee of the PG&E Corporation Board. Mr. Denault has over 40 years of experience in the power industry. Most recently, Mr. Denault served as the Chairman and Chief Executive Officer of Entergy Corporation, an integrated energy company engaged primarily in electric power production and retail distribution operation, from 2013 through 2022. Mr. Denault joined Entergy Corporation in 1999 as its Vice President, Corporate Development and Strategic Planning and served in positions of increased responsibility during his career. After Mr. Denault joins the Boards, the Board of PG&E Corporation will consist of 14 members, and the Board of the Utility will consist of 15 members. In connection with Mr. Denault's appointment, Mr. Denault will be compensated in accordance with PG&E Corporation's and the Utility's standard compensation policies and practices for non-employee directors of the Boards, as most recently described in PG&E Corporation's and the Utility's joint proxy statement filed with the Securities and Exchange Commission on April 4, 2024. Such policies and practices are subject to change from time to time. There are no arrangements or understandings between Mr. Denault and any other persons pursuant to which he was appointed to the Board of Directors of PG&E Corporation and the Utility. Further, there are no family relationships between Mr. Denault and any director or executive officer of PG&E Corporation and the Utility. In addition, Mr. Denault has

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 12, 2024, each of the Boards adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: remove provisions related to classified boards and clarify that directors shall be elected at the annual meeting of the shareholders to hold office until the next annual meeting and that each director will hold office until the expiration of the term for which elected and until a successor has been elected and qualified; specify that certain officers may be elected and removed only by the applicable Board of Directors; and provide that the applicable Board of Directors may empower the Chairperson or a Board-appointed officer to elect specified subordinate officers. The Amended and Restated Bylaws also incorporate ministerial, clarifying, and conforming changes. The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2 hereto and are incorporated by reference herein.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Bylaws of PG&E Corporation, Amended and Restated as of December 12, 2024 3.2 Bylaws of Pacific Gas and Electric Company, Amended and Restated as of December 12, 2024 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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: December 16, 2024 By: /s/ JOHN R. SIMON Name: John R. Simon Title: Executive Vice President, General Counsel and Chief Ethics & Compliance Officer PACIFIC GAS AND ELECTRIC COMPANY Date: December 16, 2024 By: /s/ BRIAN M. WONG Name: Brian M. Wong Title: Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR