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PORTLAND GENERAL ELECTRIC CO /OR/

For the period ended Mar 13, 2026. Filed Mar 13, 2026.

View on SEC.gov

About 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.

Mar 13, 2026 · Filed Mar 13, 2026

POR$45.95-0.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
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 2025 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 13, 2026. 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 OneBoard RecommendationFor More Information
Election to our Board of Directors of the nine nominees named in the Proxy StatementFOR Each DirectorPage 14

The Board, acting upon the recommendation of the Nominating, Governance and Sustainability Committee, has nominated each of the nine nominees for election to our Board.

James TorgersonRenée J. JamesJohn O'Leary
Robert HoglundMichael LewisPatricia Salas Pineda
Marie Oh HuberMichael MilleganMaria 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 2027 Annual Meeting of Shareholders.

Top Skills and Backgroundsof Board MembersIndependent Directorson Board
Finance and Accounting
Human Capital Management and Culture
Risk Management and Compliance
Senior Executive Leadership
Strategic Planning, Business Development and/or M&A
2026 Proxy StatementPortland General Electric | 1
Item TwoBoard RecommendationFor More Information
Advisory vote to approve the compensation of our named executive officersFORPage 38

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, rewards performance and 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 DoWhat We Do Not Do
Meaningful stock ownership guidelinesNo long-term employment contracts
Appropriate compensation peer groupNo excise tax gross-ups on change in control payments
Annual compensation program risk assessmentNo significant perquisites to executive officers other than relocation support for newly hired officers
Robust incentive compensation clawback policy in the event of financial misstatements and in the event of misconductNo short sales, transactions in derivatives, hedging or pledging of Company securities by directors or executive officers
Independent compensation consultant that performs no services for the Company other than services for the Compensation, Culture and Talent CommitteeNo single-trigger change in control payouts
No dividends on unvested equity
Incentive award payouts are based on a balanced mix of short-term and long-term Company performance
Double-trigger change in control provisions for equity award vesting
Significant performance-based compensation aligned with strategy
2 | Portland General Electric2026 Proxy Statement

Pay for Performance

2025 Target Direct Compensation forChief Executive Officer2025 Target Direct Compensation for NamedExecutive Officers other than the CEO
Item ThreeBoard RecommendationFor More Information
Ratification of the appointment of independent registered public accounting firm for fiscal year 2026FORPage 87

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 2026.

The Audit and Risk Committee and the Board believe the continued retention of Deloitte is in the best interest of PGE and its shareholders.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements, including those regarding implementation of our business plans, acquisitions, technology transitions, our business, strategies and financial performance, our offerings of new services and other statements that are not historical fact. 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 of our 2025 Annual Report, available on our website at https://investors.portlandgeneral.com/financial-information/sec-filings, and in subsequent reports filed 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.

2026 Proxy StatementPortland General Electric | 3
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.