01—Abstract
Summary
Summary of the 8-K filed May 20, 2024. Cited figures are marked; the original filing is the authoritative source.
PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on May 20, 2024 to disclose the results of their joint annual meeting of shareholders, held May 16, 2024.
The filing covers votes on three proposals at each registrant: election of directors, a non-binding advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2024. The filing states that every director nominee was elected at both PG&E Corporation and the Utility. At PG&E Corporation, the advisory vote on executive compensation was approved, with 1,791,370,765 votes for, 75,485,331 against, 908,023 abstaining, and 63,122,830 broker non-votes.
The Deloitte & Touche LLP ratification was also approved, with 1,865,264,006 votes for, 65,003,279 against, and 619,664 abstaining. Among the director votes, several nominees received substantially larger opposition counts than others, with Jessica L. Denecour recording 139,641,086 votes against and Mark E.
Ferguson III 101,929,143 against. At Pacific Gas and Electric Company, the Utility's shareholders approved the executive compensation advisory vote, with 267,917,616 votes for, 180,991 against, 160,872 abstaining, and 3,784,774 broker non-votes. The Deloitte & Touche LLP ratification was approved with 271,365,749 votes for, 144,304 against, and 534,200 abstaining.
The filing is signed by John R. Simon for PG&E Corporation and Brian M. Wong for the Utility.
02—Key points
Key Highlights
- Joint annual shareholder meeting of PG&E Corporation and Pacific Gas and Electric Company was held May 16, 2024.
- All 14 PG&E Corporation director nominees and all 15 Utility director nominees were elected, per the filing.
- PG&E Corporation shareholders approved the non-binding advisory vote on executive compensation, with 1,791,370,765 votes for and 75,485,331 against.
- Utility shareholders approved the executive compensation advisory vote, with 267,917,616 votes for and 180,991 against.
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for 2024 at both registrants, with 1,865,264,006 votes for at PG&E Corporation and 271,365,749 votes for at the Utility.
- Jessica L. Denecour (139,641,086 votes against) and Mark E. Ferguson III (101,929,143 votes against) drew the highest opposition among PG&E Corporation director nominees.
- Broker non-votes at PG&E Corporation totaled 63,122,830 on both the director election and the say-on-pay proposal, per the filing.
03—Questions
Frequently Asked Questions
Were the director nominees elected at the May 16, 2024 annual meeting?
Yes. The filing states that each director nominee named at PG&E Corporation was elected a director of PG&E Corporation, and each nominee named for Pacific Gas and Electric Company was elected a director of the Utility. Directors serve until the next annual meeting or until their successors are elected and qualified.
How did shareholders vote on executive compensation?
The non-binding advisory vote on executive compensation was approved at both registrants. At PG&E Corporation, 1,791,370,765 shares voted for, 75,485,331 against, 908,023 abstained, and 63,122,830 were broker non-votes. At the Utility, 267,917,616 shares voted for, 180,991 against, 160,872 abstained, and 3,784,774 were broker non-votes.
Which auditor was ratified for 2024?
Shareholders of both PG&E Corporation and Pacific Gas and Electric Company ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2024. At PG&E Corporation, 1,865,264,006 votes were cast for, 65,003,279 against, and 619,664 abstained. At the Utility, 271,365,749 votes were cast for, 144,304 against, and 534,200 abstained.
What do broker non-votes mean in this filing?
The filing defines a broker non-vote as occurring when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Broker non-votes are counted when determining whether a quorum is present at the meeting.
04—Continue