Pacific Gas & Electric Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: May 21, 2026

(Date of earliest event reported)

 

Commission File Number		Exact Name of Registrant as specified in its charter		State or Other Jurisdiction of Incorporation or Organization		IRS Employer Identification Number
001-12609		PG&E Corporation		California		94-3234914
001-02348		Pacific Gas and Electric Company		California		94-0742640

 

300 Lakeside Drive		300 Lakeside Drive
Oakland, California 94612		Oakland, California 94612
(Address of principal executive offices) (Zip Code)		(Address of principal executive offices) (Zip Code)
(415) 973-1000		(415) 973-7000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	PCG	The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable	PCG-PA	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable	PCG-PB	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable	PCG-PC	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable	PCG-PD	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable	PCG-PE	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable	PCG-PG	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable	PCG-PH	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% redeemable	PCG-PI	NYSE American LLC
6.000% Series A Mandatory Convertible Preferred Stock, no par value per share	PCG-PrX	The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company	PG&E Corporation	☐
Emerging growth company	Pacific Gas and Electric Company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

PG&E Corporation	☐
Pacific Gas and Electric Company	☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 21, 2026, PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) held their joint annual meeting of shareholders.

 

PG&E Corporation:

 

At the joint annual meeting, the shareholders of PG&E Corporation voted as indicated below on the following matters:

 

1.       Election of the following individuals to serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Proposal 1 in the proxy statement):

 

		For		Against		Abstain		Broker Non-Vote(1)
Rajat Bahri		1,833,250,034		6,042,619		12,211,664		94,215,653
Cheryl F. Campbell		1,808,992,059		29,318,902		13,193,356		94,215,653
Edward G. Cannizzaro		1,833,384,139		5,874,671		12,245,507		94,215,653
Kerry W. Cooper		1,814,986,568		24,293,167		12,224,582		94,215,653
Leo P. Denault		1,833,389,798		5,877,013		12,237,506		94,215,653
Jessica L. Denecour		1,654,081,012		185,233,306		12,189,999		94,215,653
Mark E. Ferguson III		1,760,547,651		78,720,066		12,236,600		94,215,653
W. Craig Fugate		1,785,043,778		48,255,108		18,205,431		94,215,653
Arno L. Harris		1,790,902,477		42,370,658		18,231,182		94,215,653
Carlos M. Hernandez		1,833,294,827		5,991,484		12,218,006		94,215,653
John O. Larsen		1,827,440,525		11,849,285		12,214,507		94,215,653
Patricia K. Poppe		1,834,112,470		5,265,290		12,126,557		94,215,653
William L. Smith		1,830,200,310		9,117,281		12,186,726		94,215,653
Benjamin F. Wilson		1,792,829,663		39,396,108		19,278,546		94,215,653

(1)	A broker non-vote occurs when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.

 

Each director nominee named above was elected a director of PG&E Corporation.

 

2.       Non-binding advisory vote to approve the company’s executive compensation (included as Proposal 2 in the proxy statement):

 

For:			1,670,209,325
Against:			168,851,135
Abstain:			12,443,857
Broker Non-Vote(1)			94,215,653

(1)

See footnote 1 above.

 

This proposal was approved.

 

3.       Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 (included as Proposal 3 in the proxy statement):

 

For:			1,799,578,512
Against:			133,964,864
Abstain:			12,446,594

 

This proposal was approved.

 

 

Pacific Gas and Electric Company:

 

At the joint annual meeting, the shareholders of the Utility voted as indicated below on the following matters:

 

1.       Election of the following individuals to serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Proposal 1 in the proxy statement):

 

		For		Against		Abstain		Broker Non-Vote(1)
Rajat Bahri		266,838,449		74,970		62,807		4,341,224
Cheryl F. Campbell		266,853,090		62,834		60,302		4,341,224
Edward G. Cannizzaro		266,858,107		56,934		61,185		4,341,224
Kerry W. Cooper		266,841,516		74,031		60,679		4,341,224
Leo P. Denault		266,854,717		60,507		61,002		4,341,224
Jessica L. Denecour		266,843,456		74,278		58,492		4,341,224
Mark E. Ferguson III		266,852,309		63,994		59,923		4,341,224
W. Craig Fugate		266,831,607		84,066		60,553		4,341,224
Arno L. Harris		266,850,847		65,668		59,711		4,341,224
Carlos M. Hernandez		266,848,787		67,497		59,942		4,341,224
John O. Larsen		266,854,500		61,409		60,317		4,341,224
Patricia K. Poppe		266,854,578		61,957		59,691		4,341,224
Sumeet Singh		266,835,038		79,026		62,162		4,341,224
William L. Smith		266,854,456		62,399		59,371		4,341,224
Benjamin F. Wilson		266,842,921		74,526		58,779		4,341,224

(1)	See footnote 1 above.

 

Each director nominee named above was elected a director of the Utility.

 

2.       Non-binding advisory vote to approve the company’s executive compensation (included as Proposal 2 in the proxy statement):

 

For:			266,658,227
Against:			233,182
Abstain:			84,817
Broker Non-Vote(1)			4,341,224

(1)

See footnote 1 above.

 

This proposal was approved.

 

3.       Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 (included as Proposal 3 in the proxy statement):

 

For:			270,910,455
Against:			240,220
Abstain:			166,775

 

This proposal was approved.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

 

	PG&E CORPORATION
Date: May 26, 2026	By:	/s/ John R. Simon
		Name: John R. Simon
		Title: Executive Vice President, General Counsel and Chief Ethics & Compliance Officer

 

 

	PACIFIC GAS AND ELECTRIC COMPANY
Date: May 26, 2026	By:	/s/ Brian M. Wong
		Name: Brian M. Wong
		Title: Vice President, General Counsel and Corporate Secretary