01—Abstract
Summary
Summary of the 8-K filed May 28, 2025. Cited figures are marked; the original filing is the authoritative source.
PG&E Corporation and Pacific Gas and Electric Company filed this joint Current Report on Form 8-K dated May 28, 2025, to report the results of their joint annual meeting of shareholders held on May 22, 2025.
The filing contains no financial statements, earnings, or guidance; it reports only shareholder votes. At PG&E Corporation, all 14 director nominees were elected, with each receiving more For votes than Against votes; Jessica L. Denecour had the highest Against count among nominees at 174,229,436, and Benjamin F.
Wilson, Craig Fugate and Arno L. Harris also drew sizable opposition. Shareholders approved the non-binding advisory vote on executive compensation (1,821,515,209 For versus 82,177,839 Against), ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025 (1,876,714,091 For versus 101,829,671 Against), and approved the 2025 PG&E Corporation Employee Stock Purchase Plan (1,903,110,205 For versus 1,181,547 Against).
At Pacific Gas and Electric Company, the Utility's shareholders, which consist of PG&E Corporation as holder, elected its 15 director nominees, approved executive compensation, and ratified Deloitte & Touche LLP for 2025. The filing reports 74,254,225 broker non-votes at the parent level and 4,457,138 at the Utility level.
02—Key points
Key Highlights
- PG&E Corporation shareholders elected all 14 director nominees at the May 22, 2025 joint annual meeting, with Jessica L. Denecour receiving the most Against votes (174,229,436).
- Non-binding advisory say-on-pay proposal was approved, with 1,821,515,209 votes For and 82,177,839 Against at PG&E Corporation.
- Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2025 at PG&E Corporation (1,876,714,091 For; 101,829,671 Against).
- Shareholders approved the 2025 PG&E Corporation Employee Stock Purchase Plan with 1,903,110,205 For and 1,181,547 Against.
- Pacific Gas and Electric Company elected its 15 director nominees and approved executive compensation and the Deloitte ratification in the Utility's separate voting results.
- The filing reports 74,254,225 broker non-votes at PG&E Corporation, which count toward quorum, and 4,457,138 at the Utility.
03—Questions
Frequently Asked Questions
What matters did shareholders vote on at the May 22, 2025 joint annual meeting?
Shareholders of PG&E Corporation voted on director elections, a non-binding advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor for 2025, and approval of the 2025 PG&E Corporation Employee Stock Purchase Plan. The Utility's shareholders voted on director elections, executive compensation, and the Deloitte ratification.
Were any proposals rejected by shareholders?
The filing states that every proposal was approved. Each director nominee was elected at both PG&E Corporation and the Utility, and the executive compensation, auditor ratification, and stock purchase plan proposals were all reported as approved.
Which director nominee received the most opposition?
At PG&E Corporation, Jessica L. Denecour received 174,229,436 Against votes, the highest among the nominees, while still being elected. Benjamin F. Wilson received 74,911,855 Against votes and Benjamin F. Wilson and others also drew significant opposition.
What does the 8-K reveal about financial performance?
The filing does not contain financial results, earnings, or guidance. It is limited to reporting the outcome of shareholder votes at the annual meeting.
04—Continue