Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on July 1, 2020, the board of directors of PG&E
Corporation appointed eleven new directors and the board of directors of Pacific
Gas and Electric Company (the "Utility"), a subsidiary of PG&E Corporation,
appointed eight new directors. Also as previously reported, Jessica L.
Denecour, Robert C. Flexon and Michael R. Niggli, who serve on the boards of
directors of other entities that are utilities or that potentially do business
with the Utility, filed with the Federal Energy Regulatory Commission ("FERC") a
request for waivers to allow them to sit on the board of directors of the
Utility, in accordance with section 305 of the Federal Power Act, which, among
other things, prohibits persons from concurrently holding positions as director
of two or more public utilities or from concurrently holding the positions of
director of a public utility and a company supplying electrical equipment to
such public utility, unless authorized by FERC.
On October 2, 2020, FERC issued orders relating to the waiver applications,
authorizing Ms. Denecour, Mr. Flexon, and Mr. Niggli to serve on the board of
directors of the Utility. On October 28, 2020, the board of directors of the
Utility appointed Ms. Denecour, Mr. Flexon, and Mr. Niggli as directors, and
also appointed Mr. Flexon to the Audit Committee and Mr. Niggli to the Safety
and Nuclear Oversight Committee of the Utility.
As a result of these appointments, with the exception of the Utility Interim
President, who is a member of the board of directors of the Utility only, the
boards of directors of PG&E Corporation and of the Utility are identical, as
required by the Plan of Reorganization of PG&E Corporation and the Utility that
became effective on July 1, 2020, and are composed of fourteen and fifteen
members, respectively. In addition, all non-employee members of each of the
board of directors of PG&E Corporation and the Utility are independent, as such
term is defined in the New York Stock Exchange Listing Standards. In addition
to Ms. Denecour, Mr. Flexon, and Mr. Niggli, the independent members of the
board of directors of PG&E Corporation and the Utility are Rajat Bahri, Cheryl
F. Campbell, Kerry W. Cooper, Mark E. Ferguson III, William Craig Fugate, Arno
L. Harris, Dean L. Seavers, Oluwadara J. Treseder, Benjamin F. Wilson, and John
M. Woolard. As a result, with the exception of each company's Executive
Committee, all standing committees of the boards of directors of PG&E
Corporation and the Utility are comprised solely of independent directors.
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