PORTLAND GENERAL ELECTRIC CO /OR/
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 6, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x 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))
x Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
(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):
x 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 the transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of the 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 the 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:
| Jim TorgersonBoard Chair | Message to our Shareholders from our Board Chair and our CEO | |
| DEAR FELLOW SHAREHOLDERS,We are pleased to invite you to attend Portland General Electric’s (PGE) Annual Meeting of shareholders to be held virtually on Friday, April 19, 2024 at 8:00 am Pacific. PGE’s business strategy is grounded in the values that reflect our purpose and progress as a company, as we work towards the goals we hold in common with the customers and communities we serve.Our independent Board provides critical oversight as we work to power the advancement of society with safe, reliable and affordable energy while transforming our systems to serve evolving customer needs. Our members bring a diversity of backgrounds, experiences, and skills to the Board, allowing us to effectively manage risk and provide guidance even as the pace of change in the energy industry continues to accelerate. The Proxy Statement describes PGE’s corporate governance policies and practices that foster the Board’s effective oversight of the Company’s business strategies and practices.In 2023, PGE demonstrated our commitment to operational excellence and strong execution on cost management, even as we faced power market volatility and challenging weather conditions throughout the year. PGE navigated a new peak for summer demand during a triple-digit August heatwave, as well as one of our area’s warmest Decembers on record and record low wind and hydropower production.At the same time, we also enhanced the reliability and resilience of our energy grid, integrating renewable resources and adding non-emitting capacity. Agreements for 475 MW of battery storage, combined with new hydropower contracts, enhanced grid reliability, and the Clearwater wind farm has brought 311 MW of clean energy online. With our work demonstrating our leadership in this space, PGE and our partners were awarded eight federal grants totaling $314 million. PGE also successfully advanced innovation and upgraded our customer and financial systems to increase efficiency, improve customer experiences and strengthen our digital foundation for business growth. The registration of a $300 million at-the-market program and the establishment of a successful production tax credit sale program built on our late-2022 $500 million equity issuance. | ||
| Maria PopePresident and CEO | ||
| 2024 Proxy Statement | Portland General Electric | i | |
|---|---|---|
| Two directors who have been foundational to the Board’s excellence completed their terms this year. Dr. Lee Pelton has provided invaluable guidance as chair of the Nominating, Governance and Sustainability Committee, helping us take thoughtful steps to improve both how PGE approaches diversity within our company, and how we engage with the communities we serve. Mark Ganz has elevated local insights and customer voices, grounded in years of legal, ethics, and compliance experience. We are enormously thankful for their service to our company, customers, and communities. We welcome John O’Leary, President and CEO of Daimler Truck North America, to the board. John brings three decades of experience in the transportation sector and deep financial expertise and connections to the Portland, Oregon community.PGE’s business practices align with our core values. Active engagement with investors, regulators, and other stakeholders helps us learn and advance. We value your feedback and are always striving to learn and improve. On behalf of the Board, thank you for your investment in PGE. Working together, we can reach a clean energy future, while building a prosperous economy and vibrant communities in Oregon.Sincerely, | ||
| Jim TorgersonBoard Chair | Maria PopePresident and CEO | |
|---|---|---|
| ii | Portland General Electric | 2024 Proxy Statement |
Notice of Virtual Annual Meeting of Shareholders
| Date & Time | Virtual meeting Location | Record Date | ||
| Friday, April 19, 2024 at 8:00 am Pacific | https://virtualshareholdermeeting.com/POR2024There will be no physical location for shareholders to attend. | February 20, 2024 | ||
| You can vote if you were a shareholder of record on February 20, 2024. | ||||
| ITEMS OF BUSINESS | ||||
|---|---|---|---|---|
| 1 | Election to our Board of Directors of the 9 nominees identified in the Proxy Statement. | Your vote is important to us. Please exercise your shareholder right to vote as soon as possible, regardless of whether you plan to attend the meeting. | ||
| 2 | Advisory vote to approve the compensation of our named executive officers. | |||
| 3 | Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024. | |||
| 4 | Approval of PGE's amended and restated Employee Stock Purchase Plan | |||
| 5 | Other business matters properly brought before our 2024 Annual Meeting. | |||
WAYS TO VOTE
| OnlineVote online in advance of the meeting: proxyvote.com | By PhoneVote by phone from the US or Canada: 1-800-690-6903 | By MailIf you have received a printed version of our proxy materials, you may vote by mail. | By BallotAttend our virtual Annual Meeting and vote by following the instructions on the meeting website. |
|---|
For the Board of Directors,
Sujata Pagedar
Corporate Secretary
Annual Meeting of shareholders to be held on April 19, 2024As permitted under SEC rules, we are mailing our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and submit proxy votes online. Our Proxy Statement and 2023 Annual Report are available on our website at https://investors.portlandgeneral.com/financial-information/annual-reports.You may also access our proxy materials at https://proxyvote.com.We are making the Proxy Statement and the form of proxy first available on or about March 6, 2024.
| 2024 Proxy Statement | Portland General Electric | iii |
|---|
Table of Contents to the Proxy Statement
| Proxy Statement Summary | 1 |
|---|---|
| Strategy, Performance and Sustainability | 4 |
| Oregon's Clean Energy Future | 4 |
| Strategic Performance Highlights | 5 |
| 2023 Performance | 6 |
| Environmental, Social and Governance | 7 |
| Corporate Governance | 12 |
| Corporate Governance Highlights | 12 |
| Shareholder and Stakeholder Engagement | 13 |
| Item 1: Election of Directors | 14 |
| Our Board of Directors | 15 |
| Role of Board of Directors | 21 |
| Governance Structure and Processes | 22 |
| Board Committees | 27 |
| Risk Management | 31 |
| Director Compensation | 35 |
| Item 2: Advisory Vote on Executive Compensation | 37 |
| Compensation, Culture and Talent Committee Report | 38 |
| Compensation Discussion and Analysis | 42 |
| Setting Executive Compensation | 43 |
| 2023 Executive Compensation | 46 |
| Other Compensation Policies and Practices | 62 |
| Executive Compensation Tables | 66 |
| Summary Compensation Table | 66 |
| Grants of Plan-Based Awards | 68 |
| Outstanding Equity Awards at Year-End | 70 |
| Stock Units Vested | 71 |
| Pension Benefits | 72 |
| Non-Qualified Deferred Compensation | 73 |
| Potential Payments and Rights on Termination and Change in Control Benefits | 74 |
| Pay Ratio Disclosure | 80 |
| Pay Versus Performance Disclosures | 81 |
| Security Ownership of Certain Beneficial Owners, Directors and Executive Officers | 84 |
| Item 3: Ratification of the Appointment of Deloitte & Touche LLP | 86 |
| Audit and Risk Committee Report | 87 |
| Principal Accountant Fees and Services | 88 |
| Pre-approval Policy for Independent Auditor Services | 89 |
| Item 4: Approval of PGE's amended and restated Employee Stock Purchase Plan | 90 |
| Appendix A: Employee Stock Purchase Plan | 94 |
| Additional Information | 100 |
| Defined Terms and Acronyms | 100 |
| Find Information Online | 101 |
| Questions and Answers | 101 |
| 2025 Annual Meeting of Shareholders | 106 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.