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
Proxy Statement Summary
Table of Contents
Proxy Statement Summary
This summary highlights selected information to assist you in your review of this Proxy Statement. It does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. Information regarding our performance is available in our 2023 Annual Report, which accompanies this Proxy Statement and is available on our website at https://investors.portlandgeneral.com/financial-information/annual-reports. For additional information about the Annual Meeting and voting, please see the Questions and Answers section. This Proxy Statement and the accompanying form of proxy card or voting instruction form are first being made available to shareholders on or about March 6, 2024. All website references in our proxy materials are inactive textual references, and the information on, or that can be accessed through, such websites does not constitute a part of these materials.
SHAREHOLDER VOTING MATTERS
| Item One | Board Recommendation | For More Information |
|---|---|---|
| Election to our Board of Directors of the 9 Nominees named in the Proxy Statement | FOR Each Director | Page 14 |
| The Board, acting upon the recommendation of the Nominating, Governance and Sustainability Committee, has nominated each of the 9 directors for election to our Board. | ||
|---|---|---|
| James Torgerson | Kathryn Jackson, PhD | John O'Leary |
| Dawn Farrell | Michael Lewis | Patricia Salas Pineda |
| Marie Oh Huber | Michael Millegan | Maria Pope |
| •The Board believes its members encompass a range of talents, skills, expertise and qualifications to sufficiently provide sound and prudent oversight of PGE's business and oversee its operations, risks and long-term strategy. The directors reflect the diversity of PGE's shareholders, employees, customers and the communities that we serve.•Shareholders are being asked to elect each director to serve until the 2025 Annual Meeting of shareholders. | ||
| Top Skills and Backgroundsof Board Members | Independent Directorson Board | Women/Ethnically DiverseBoard Members |
| 2024 Proxy Statement | Portland General Electric | 1 |
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| Proxy Statement Summary | Table of Contents |
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| Item Two | Board Recommendation | For More Information |
|---|---|---|
| Advisory vote to approve the compensation of our named executive officers | FOR | Page 37 |
| •Our executive compensation program is described in the Compensation Discussion and Analysis section of the Proxy Statement.•The Compensation, Culture and Talent Committee and the Board believe our executive compensation structure is competitive, aligns compensation with shareholder value and serves stakeholders well.•Shareholders are being asked for an advisory vote to approve the compensation of our named executive officers described in the Compensation Discussion and Analysis section and related compensation tables. | ||
Compensation Best Practices
| What We Do | What We Do Not Do | ||||
| ü | Meaningful stock ownership guidelines | û | No long-term employment contracts | ||
| ü | Appropriate compensation peer group | û | Executives employed at will | ||
| ü | Annual compensation program risk assessment | û | No excise tax gross-ups on change in control payments | ||
| ü | Robust incentive compensation clawback policy in the event of financial misstatements and in the event of misconduct | û | No significant perquisites to executive officers other than relocation support for newly hired officers | ||
| ü | Independent compensation consultant that performs no services for the Company other than services for the Compensation, Culture and Talent Committee | û | No short sales, transactions in derivatives, hedging or pledging of Company securities by directors or executive officers | ||
| ü | Incentive award payouts are based on a balanced mix of short-term and long-term Company performance | û | No single trigger change in control payouts | ||
| û | No dividends on unvested equity | ||||
| ü | Double-trigger change in control provisions for equity award vesting | ||||
| ü | Significant performance-based compensation aligned with strategy | ||||
| 2 | Portland General Electric | 2024 Proxy Statement |
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| Table of Contents | Proxy Statement Summary |
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Pay for Performance
2023 Target Direct Compensation for Chief Executive Officer
n Base Salaryn Annual Cash Incentiven Peformance Share Unitsn Restricted Share Unitsn Performance-Conditioned
2023 Target Direct Compensation for Named Executive Officers other than the CEO
n Base Salaryn Annual Cash Incentiven Performance Share Unitsn Restricted Share Unitsn Performance-Conditioned
| Item Three | Board Recommendation | For More Information |
|---|---|---|
| Ratification of the appointment of independent registered public accounting firm for fiscal year 2024 | FOR | Page 86 |
| •Shareholders are being asked to ratify the Audit and Risk Committee's selection of Deloitte & Touche LLP (Deloitte) as our independent registered public accounting firm for fiscal year 2024.•The Audit and Risk Committee and the Board believe the continued retention of Deloitte is in the best interest of PGE and its shareholders. | ||
| Item Four | Board Recommendation | For More Information |
|---|---|---|
| Approval of amended and restated Employee Stock Purchase Plan | FOR | Page 90 |
| •The Employee Stock Purchase Plan is a valuable tool that allows employees to own PGE shares at a modest discount.•The Employee Stock Purchase Plan follows strong governance practices and is carefully managed. •Shareholders are being asked to approve the amended and restated Employee Stock Purchase Plan, which includes the addition of 0.5 million shares, and the extension of the plan termination date. | ||
Cautionary Note Regarding Forward-Looking Statements
This Proxy Statement contains forward-looking statements, including those regarding implementation of our business plans, technology transitions, our business, strategies and financial performance, our offerings of new services, and other statements that are not historical fact, and actual results could differ materially from these forward-looking statements. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section, as well as other sections of our 2023 Annual Report on Form 10-K, available on our website at https://investors.portlandgeneral.com/financial-information/sec-filings, as well as, or in addition to, other filings with the SEC. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date of this Proxy Statement, and we undertake no obligation to update any such statements.
| 2024 Proxy Statement | Portland General Electric | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.