PACIFIC GAS & ELECTRIC Co
For the period ended May 16, 2024. Filed Apr 4, 2024.
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May 16, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Amendment No. )
(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
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Check the appropriate box:
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
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Pacific Gas and Electric Company
(Name of Registrant as Specified in its Charter)
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PG&E Corporation
Pacific Gas and Electric Company
Joint Notice of 2024 Annual Meetings
Joint Proxy Statement
Thursday, May 16, 2024
10:00 a.m., Pacific Time
PG&E Corporation and Pacific Gas and Electric Company
PROXY GUIDE
| JOINT NOTICE OF 2024 ANNUAL MEETINGS OF SHAREHOLDERS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY | 1 |
|---|---|
| EXECUTIVE SUMMARY | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY | 14 |
| Director Biographies | 15 |
| Governance | 25 |
| Operations | 28 |
| Oversight | 31 |
| Related Person Transactions | 34 |
| Compensation of Non-Employee Directors | 35 |
| Share Ownership Information | 38 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION FOR PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY | 42 |
| Compensation Committee Report | 43 |
| Compensation Discussion and Analysis | 44 |
| Executive Officer Compensation | 72 |
| PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE AND TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY | 93 |
| Report of the Audit Committees | 93 |
| USER GUIDE | 97 |
| Defined Terms | 97 |
| Website Availability of Governance Documents | 99 |
| General Information about the 2024 Annual Meetings and Voting | 100 |
| 2025 Annual Meetings | 104 |
PG&E CorporationPacific Gas and Electric Company
April 4, 2024 Dear Shareholders,
| Today at PG&E(1) we're focused on continuing to rebuild trust with our customers, our shareholders, and all our stakeholders through safe operations, predictable financial performance, and innovation in building a climate-resilient energy system for the future.Our performance in 2023 shows that we are delivering on our goals and our Triple Bottom Line approach of serving People, the Planet, and California’s Prosperity.For example, we’ve reduced wildfire risk from our equipment by 94% with what we call our layers of protection.(2) These include burying powerlines in the highest fire threat areas, system hardening including covered conductor, vegetation management, system inspections, and repairs. When conditions warrant, we activate our Enhanced Powerline Safety Settings that turn off power in a tenth of a second when an object comes into contact with our lines. As a last resort, we employ our Public Safety Power Shutoff program. | On behalf of our 28,000 PG&E coworkers, we’re glad to have you on our journey as we write the next chapter of our story. |
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| In 2023, we constructed and energized 364 miles of underground powerlines—surpassing our goal of 350 miles and representing the most ever in a single year by PG&E and more than double the number of miles undergrounded in 2022. We successfully scaled the work, leading to a decrease in our unit cost to below $3 million per mile, 10% lower than our 2023 target.Our Gas Operations and Diablo Canyon Power Plant continue their exemplary performance. We provided over 99% reliability in gas service for our customers last year. At Diablo Canyon, a cornerstone of electric reliability in California, we received regulatory approval to continue operating past its current licenses while our application to extend operations is under review. We also continued our pursuit of a clean energy future. In 2023, we provided PG&E retail customers with 100% greenhouse-gas free electricity—an electricity mix that is among the cleanest portfolios in the world. We deployed our first fully renewable remote grid, protecting customers in a high-fire threat area with a safe, cost-effective, and clean solution. We reduced emissions from our natural gas pipelines by 20% two years ahead of schedule and connected multiple renewable natural gas supply locations to our pipelines.Additionally, we issued our 2023 Research & Development Strategy Report and hosted our first-ever Innovation Summit to invite innovators to help us solve the challenges we face in building the energy system of the future. As a result, we’re excited to be exploring dozens of solutions that further accelerate our progress. Across our company, our Lean operating system continues to drive savings system-wide and helps us better deliver for our hometowns. This business approach focuses on greater visibility and ownership where the work is happening, allowing us to get more done with our customers’ dollars without compromising safety. Lean is one of the tools we’re using to drive toward our long-term goal of limiting customers’ bill growth to 2-4%. Last November, the California Public Utilities Commission approved our 2023-2026 General Rate Case to fund important safety and reliability investments for our customers and hometowns. While our customers have seen a larger bill increase initially, after 2024 we expect to see bills coming down and expect further reductions in 2026.In late 2023, PG&E Corporation declared a cash dividend on its common stock for the first time since 2017. Reinstating the common dividend, which does not impact customer rates or bills, reflects PG&E's substantial progress in becoming a safe and stable utility that can now attract more long-term investors. We continue to invest the vast majority of our earnings back into our energy system.We're proud of our progress in 2023, and we know we have much more to do to rebuild trust with all stakeholders. We remain steadfast in our work to deliver energy that is safe and reliable for the People we serve, that supports a healthy Planet for all, and that fosters Prosperity in our hometowns throughout Northern and Central California.On behalf of our 28,000 PG&E coworkers, we’re glad to have you on our journey as we write the next chapter of our story. | |
| Sincerely,Robert C. FlexonChair of the Board PG&E Corporation | Patricia K. Poppe Chief Executive Officer PG&E Corporation |
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| (1) “PG&E” or “companies” refer to both PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, or the “Utility.” | |
| (2) Based on a comparison in the Utility's General Rate Case testimony of the wildfire risk score for a baseline risk level to a risk level reflecting the Utility’s mitigation work. Risk scores are calculated using the scoring methodology established by the CPUC in the Safety Model Assessment Proceeding, which reflects the frequency with which various risks are expected to occur and the potential safety, reliability, and financial impacts of varying degrees of wildfire severity. | |
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