PORTLAND GENERAL ELECTRIC CO OR
For the period ended Dec 31, 2024. Filed Mar 5, 2025.
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Dec 31, 2024 · Filed Mar 5, 2025
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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
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| 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 18, 2025 at 8:00 a.m. Pacific. At the heart of PGE's work is an enduring commitment to our responsibility to provide safe, reliable and affordable energy to every customer and community we serve. Our independent Board provides critical oversight as we remain focused on our core strategy to decarbonize, electrify and perform.We achieved strong financial performance in 2024 and increased our dividend. This performance reflects the hard work and commitment of our incredible team at PGE.Our performance in 2024 and continued success in 2025 is anchored on five key priorities:•Supporting our region's economic development plans, particularly in the high technology sector;•Continuing our focus on sustainability and clean energy in support of customer goals and values;•Keeping customer prices as low as possible through cost discipline and efficiency;•Investing in a stronger, more resilient grid to better withstand extreme weather and protect against the risk of wildfires; and•Ensuring that our returns are competitive, and we are creating an investable energy future for Oregon.Last year, PGE saw strong demand growth, particularly from data centers and semiconductor manufacturing, and we won back two large customers representing nearly 27 MW of load.We brought new renewable energy resources from the Clearwater Wind Energy Center online and added 292 MW of battery storage capacity. This helped PGE progress toward our customer-driven clean energy goals with 45% of the energy our Company generated and procured coming from clean, non-carbon emitting sources. | ||
| Maria PopePresident and CEO | ||
| 2025 Proxy Statement | Portland General Electric | i | |
| 2024 also saw strong performance across our operations. PGE invested $1.262 billion in capital projects to support customer growth and strengthen our grid. We continued to modernize, adopting technologies that are making our Company more efficient and smarter. We have reduced wildfire risk through system hardening, vegetation management and year-round work with local first responders and community leaders.PGE works at the intersection of important changes in society from the onshoring of manufacturing to the transition to clean energy and the risk of extreme weather events, especially wildfires. The decisions we make and the results we achieve help shape the future of the Pacific Northwest and the country.Looking ahead, we are inspired by the tremendous opportunities for Portland General Electric. On behalf of the Board, thank you for your investment in PGE. Sincerely, | ||
| Jim TorgersonBoard Chair | Maria PopePresident and CEO | |
|---|---|---|
| ii | Portland General Electric | 2025 Proxy Statement |
Notice of Virtual Annual Meeting of Shareholders
Date & Time
Friday, April 18, 2025 at 8:00 a.m. Pacific
Virtual meeting Location
https://virtualshareholdermeeting.com/POR2025
There will be no physical location for shareholders to attend.
Record Date
February 18, 2025
You can vote if you were a shareholder of record on February 18, 2025.
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 2025. | |
| 4 | Other business matters properly brought before our 2025 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 18, 2025As 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 2024 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 5, 2025.
| 2025 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 |
| 2024 Performance | 6 |
| Environmental, Social and Governance | 7 |
| Corporate Governance | 13 |
| Corporate Governance Highlights | 13 |
| Shareholder and Stakeholder Engagement | 14 |
| Item 1: Election of Directors | 15 |
| Our Board of Directors | 16 |
| Role of Board of Directors | 23 |
| Governance Structure and Processes | 24 |
| Board Committees | 29 |
| Risk Management | 32 |
| Director Compensation | 36 |
| Item 2: Advisory Vote on Executive Compensation | 38 |
| Compensation, Culture and Talent Committee Report | 39 |
| Compensation Discussion and Analysis | 40 |
| Setting Executive Compensation | 44 |
| 2024 Executive Compensation | 48 |
| Other Compensation Policies and Practices | 64 |
| Executive Compensation Tables | 68 |
| Summary Compensation Table | 68 |
| Grants of Plan-Based Awards | 70 |
| Outstanding Equity Awards at Year-End | 71 |
| Stock Units Vested | 72 |
| Pension Benefits | 73 |
| Non-Qualified Deferred Compensation | 74 |
| Potential Payments and Rights on Termination and Change in Control Benefits | 75 |
| Pay Ratio Disclosure | 81 |
| Pay Versus Performance Disclosure | 82 |
| Security Ownership of Certain Beneficial Owners, Directors and Executive Officers | 85 |
| Item 3: Ratification of the Appointment of Deloitte & Touche LLP | 87 |
| Audit and Risk Committee Report | 88 |
| Principal Accountant Fees and Services | 89 |
| Pre-approval Policy for Independent Auditor Services | 90 |
| Additional Information | 91 |
| Defined Terms and Acronyms | 91 |
| Find Information Online | 92 |
| Questions and Answers | 92 |
| 2026 Annual Meeting of Shareholders | 97 |
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