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PORTLAND GENERAL ELECTRIC CO OR

For the period ended Dec 31, 2024. Filed Mar 5, 2025.

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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, 2024 · Filed Mar 5, 2025

POR$45.95-0.1%Stored close · as of Nov 6, 2026
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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 ChairMessage 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 StatementPortland 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 ChairMaria PopePresident and CEO
ii | Portland General Electric2025 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

1Election 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.
2Advisory vote to approve the compensation of our named executive officers.
3Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2025.
4Other business matters properly brought before our 2025 Annual Meeting.

WAYS TO VOTE

OnlineVote online in advance of the meeting: proxyvote.comBy PhoneVote by phone from the US or Canada: 1-800-690-6903By 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 StatementPortland General Electric | iii

Table of Contents to the Proxy Statement

Proxy Statement Summary1
Strategy, Performance and Sustainability4
Oregon's Clean Energy Future4
Strategic Performance Highlights5
2024 Performance6
Environmental, Social and Governance7
Corporate Governance13
Corporate Governance Highlights13
Shareholder and Stakeholder Engagement14
Item 1: Election of Directors15
Our Board of Directors16
Role of Board of Directors23
Governance Structure and Processes24
Board Committees29
Risk Management32
Director Compensation36
Item 2: Advisory Vote on Executive Compensation38
Compensation, Culture and Talent Committee Report39
Compensation Discussion and Analysis40
Setting Executive Compensation44
2024 Executive Compensation48
Other Compensation Policies and Practices64
Executive Compensation Tables68
Summary Compensation Table68
Grants of Plan-Based Awards70
Outstanding Equity Awards at Year-End71
Stock Units Vested72
Pension Benefits73
Non-Qualified Deferred Compensation74
Potential Payments and Rights on Termination and Change in Control Benefits75
Pay Ratio Disclosure81
Pay Versus Performance Disclosure82
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers85
Item 3: Ratification of the Appointment of Deloitte & Touche LLP87
Audit and Risk Committee Report88
Principal Accountant Fees and Services89
Pre-approval Policy for Independent Auditor Services90
Additional Information91
Defined Terms and Acronyms91
Find Information Online92
Questions and Answers92
2026 Annual Meeting of Shareholders97
ContentsView on SEC.gov

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