PORTLAND GENERAL ELECTRIC CO /OR/
For the period ended Mar 13, 2026. Filed Mar 13, 2026.
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Mar 13, 2026 · Filed Mar 13, 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
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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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 |
| ☐ | Soliciting Material under §240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| 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 24, 2026 at 8:00 a.m. Pacific. This is a dynamic moment for electric utilities in America. We are leading through unprecedented demand growth in a rapidly evolving market and policy environment. At Portland General Electric, one thing will always remain the same- our commitment to providing safe, reliable, affordable and increasingly clean energy, while creating value for both customers and shareholders.This year, we are excited for the opportunity to continue to grow, expanding into Washington with our recently announced acquisition of PacifiCorp’s generation, transmission and utility operations. This transaction is a key step in our strategy and complements the work Portland General Electric does every day. Our overall portfolio will grow by approximately 18%, and the acquired operations will operate as a separate entity. These additions bring the benefits of scale and operational expertise to both Oregon and Washington. We continued our focus on operational excellence within our five strategic priorities:•Promoting an investable energy future;•Working to keep customer bills as low as possible;•Supporting data center and high-tech growth in the region's economic development;•Investing in customer-driven clean energy goals; and•Reducing risk through strong operational execution.Portland General Electric continues to be one of the fastest growing utilities in the sector with load growth of 4.7% in 2025, driven by data centers, high-tech manufacturing and a growing residential base.We are leaning into the opportunity presented by this growth, focusing on innovative and cost-effective ways to serve customers. In 2025, we energized the 200 MW Seaside battery storage facility, expanding our total battery capacity to over 500 MW. We also finalized agreements for more than 1,000 megawatts of |
| Maria PopePresident and CEO |
| 2026 Proxy Statement | Portland General Electric | i |
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new clean energy and battery storage, marking progress in the company’s efforts to supply increasingly clean energy to customers. Innovation is a critical part of our work. We are implementing new Grid Enhancing Technologies like Dynamic Line Ratings and Advanced Conductors to significantly increase the capacity of existing transmission corridors. We were also honored to receive the 2025 Nikola Tesla Top Innovator in Artificial Intelligence Award.This year, we completed the first year of a multi-year cost-management program, reducing our costs by more than $25 million and filed to update our corporate structure to create opportunities for flexible and lower cost financing.One of our long-standing and most impactful members of the Board completed her term this year. Dr. Kate Jackson led the Board as the former Chair of the Audit and Rick Committee. During her tenure she served as a member of the Finance and Operations Committee, Nominating, Governance and Sustainability committee, and Compensation, Culture and Talent Committee. We deeply appreciate Dr. Jackson's contributions to our Board.We are excited to welcome Renée J. James to the PGE Board. Ms. James is the founder of Portland-based Ampere Computing and the former president of Intel, and brings valuable experience and insights from the technology sector as well as deep ties to Oregon. We are also pleased to welcome Robert Hoglund to the Board. Mr. Hoglund is the former CFO of Consolidated Edison Inc. and brings two decades of utility and financial expertise to our Board.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 |
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| ii | Portland General Electric | 2026 Proxy Statement |
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Notice of Virtual Annual Meeting of Shareholders
| Date & TimeFriday, April 24, 2026 at 8:00 a.m. Pacific | Virtual meeting Locationhttps://virtualshareholdermeeting.com/POR2026There will be no physical location for shareholders to attend. | Record Date February 23, 2026You can vote if you were a shareholder of record on February 23, 2026. |
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ITEMS OF BUSINESS
| 1 | Election to our Board of Directors of the nine 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 2026. | |
| 4 | Other business matters properly brought before our 2026 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. |
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For the Board of Directors,
Sujata Pagedar
Corporate Secretary
Annual Meeting of Shareholders to be held on April 24, 2026As 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 2025 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 13, 2026.
| 2026 Proxy Statement | Portland General Electric | iii |
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