PG&E : 2025 Joint Proxy Statement

Published: 2025-04-10 20:56:04 ET PCG

PG&E Corporation | Pacific Gas and Electric Company

Joint Notice of 2025 Annual Meetings

Joint Proxy Statement

Thursday, May 22, 2025 10:00 a.m., Pacific Time

Proxy Guide

15Proposal 1:

Election of directors of PG&E Corporation and

Pacific Gas and Electric Company

Director biographies Governance Operations Oversight

Related Person Transactions Compensation of non-employee directors Share ownership information

44Proposal 2:

Advisory vote to approve executive compensation for PG&E Corporation and Pacific Gas and Electric Company

Compensation Discussion and Analysis Compensation Committee Report Executive officer compensation

100Proposal 3:

Ratification of the appointment of Deloitte and Touche LLP as

the independent public accounting firm for PG&E Corporation and Pacific Gas and Electric Company

100Report of the Audit Committees

104Proposal 4:

Approval of the 2025 PG&E Corporation Employee Stock Purchase Plan

106User guide

106

108

109

113

Defined terms

Website availability of governance documents

General information about the 2025 annual meetings and voting 2026 Annual meeting

Appendix A:

PG&E Corporation 2025 Employee Stock Purchase Plan

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

PG&E Corporation | Pacific Gas and Electric Company

April 10, 2025

Dear Shareholders,

Today at PG&E1, we continue to make progress on our Triple Bottom Line approach of serving People, the Planet, and California's Prosperity.

In service of People, we are proud of the foundation of safety that our coworkers are building for the hometowns we serve. In 2024, we achieved a second consecutive year of zero major wildfires caused by company equipment. Our layers of wildfire protection are working. We have buried 875 miles of powerlines in the highest fire-risk areas, installed over 630 AI-enabled wildfire cameras, added more than 1,500 sectionalizing devices to narrow the impact of wildfire safety outages, and much more.

Our foundation of safety is also evident in our natural gas operations, where we continued our top-quartile industry performance on reducing pipeline dig-ins from third parties and responding to gas emergencies in under 20 minutes.

Of course, our work on safety is never finished, particularly as we see more extreme weather and other impacts from a changing climate. To meet these challenges, we're focused on building infrastructure for purpose: an energy system that not only is resilient to changing conditions, but also enables a clean energy future that's better for the Planet.

In 2024, we continued our strong track record on clean energy -98% of the electricity we delivered to customers who purchase their power directly from us was greenhouse-gas free. On our natural gas system, we interconnected four new renewable natural gas (RNG) facilities last year, enabling more California-produced RNG to reach consumers and reducing methane emissions. We are also pleased to continue operations of our Diablo Canyon Power Plant, a reliable generator of clean power for the state.

In addition to our progress in serving People and Planet, we are determined to serve California's Prosperity with energy that's affordable for all. Our plan to achieve this is called our Simple, Affordable Model.

The model starts with our expected capital investments of approximately $63 billion from 2024 through 2028 to continue improving safety and reliability for customers. To reduce the impact of that infrastructure investment on customer bills, we have a three-tiered approach.

We have set a goal to reduce non-fuel operating and maintenance costs by at least 2% each year. In 2023 and 2024, we surpassed this goal. By reducing materials, labor and other costs as well as more efficiently planning and automating our work, we saved more than $1 billion in operating and capital costs in 2024. We then reinvested that savings into the business to continue improvements at no added cost to customers.

We also see opportunity for advancing affordability through new demand for electricity. In fact, we expect demand to double by 2040, driven by new data centers, fully electric vehicle charging and fully electric homes and businesses. More load growth can reduce the price per kilowatt-hour for all by spreading out the fixed costs of grid operations. As a sign of growing demand, we added nearly 14,000 new customers to our grid in 2024-a modern company record.

Finally, we see opportunity to improve affordability by lowering our financing costs. We plan to achieve this as our credit ratings continue to improve and as we secure alternative financing including federal loans.

In the end, our Simple, Affordable Model calls for limiting annual growth in customer costs to 2-4%. As proof that it's possible, we are pleased that average electric bills on March 1, 2025, were lower than they were a year ago. Similarly, natural gas delivery rates are expected to remain flat in 2025.

We are proud of our progress in recent years, and we know more is needed. All of us at PG&E are steadfast in our commitment to serving People, the Planet and California's Prosperity by providing energy that's resilient, clean, and affordable for all.

Sincerely,

Kerry W. Cooper

Patricia K. Poppe

Chair of the Board

Chief Executive Officer

PG&E Corporation

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

Joint Notice of 2025 Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company

Proposal to be Voted On

Corporation

Utility

Recommendation

1. Election of Directors (nominated by the Boards)

Rajat Bahri

•

FOR

Cheryl F. Campbell

•

FOR

Edward G. Cannizzaro

•

FOR

Kerry W. Cooper

•

FOR

Leo P. Denault

•

FOR

Jessica L. Denecour

•

FOR

Mark E. Ferguson III

•

FOR

W. Craig Fugate

•

FOR

Arno L. Harris

•

FOR

Carlos M. Hernandez

•

FOR

John O. Larsen

•

FOR

Patricia K. Poppe

•

FOR

Sumeet Singh

•

FOR

William L. Smith

•

FOR

Benjamin F. Wilson

•

FOR

2. Advisory Vote to Approve Executive Compensation

•

FOR

3. Ratification of the Appointment of Deloitte and Touche LLP as the

•

FOR

Independent Public Accounting Firm

4. Approval of the 2025 PG&E Corporation Employee Stock Purchase Plan

•

FOR

Meeting information

Date:

May 22, 2025

Time:

10:00 a.m. Pacific Time

Location:

Virtual Meeting1

Record Date

Shareholders as of March 24, 2025, are entitled to vote at the Annual Meetings.

Solicitation of Proxies

The Boards of Directors are soliciting proxies from you for use at the Annual Meetings or any adjournments or postponements. Proxies allow designated individuals to vote on your behalf.

Voting your shares

Your vote is extremely important

The deadline to vote is:

11:59 p.m. Eastern Time on May 21, 2025

- or -

11:59 p.m. Eastern Time on May 19, 2025

if you are a participant in PG&E's 401(k) Plan.

IMPORTANT NOTICE OF AVAILABILITY OF 2025 PROXY MATERIALS FOR THE ANNUAL MEETINGS:

We are making the Joint Proxy Statement and form of proxy available to shareholders starting on or about April 10, 2025. The Joint Proxy Statement and 2024 Annual Report are available at investor.pgecorp.com/financials/ annual-reports-and-proxy-statements. Detailed information on how to vote your proxy is included in the "User Guide" at the end of this Joint Proxy Statement.

Brian M. Wong

Corporate Secretary

PG&E Corporation

Pacific Gas and Electric Company

April 10, 2025

Internet

Phone

Proxy Card by Mail

2025 Annual Meeting

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

Executive Summary

This executive summary highlights information to assist you in your review of the Joint Proxy Statement. The summary does not contain all of the information that you should consider, and you should read the entire Joint Proxy Statement carefully before voting.

Voting Roadmap

Proposal 1: Election of Directors

Elect each of the nominees listed in this Joint Proxy Statement to serve on the Boards of Directors until the 2026 Annual Meetings of Shareholders.

Our Boards are:

Each Board's Recommendation:

FOR

each nominee

Nominee biographies are on page 16, and demographic and skills information on page 25.

Proposal 2: Advisory Vote to Approve Executive Compensation (Say on Pay)

Approve an advisory vote on the compensation of PG&E's named executive officers.

PG&E's executive compensation plans:Each Board's Recommendation:

• Pay for performance

FOR

• Align with shareholders

the advisory approval

• Provide market competitive pay

• Comply with legal requirements

PG&E's compensation plans are described in detail on page 48.

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

Proposal 3: Appointment of the Independent Auditor

Ratify the appointment of Deloitte and Touche LLP (D&T) as PG&E's independent registered public accounting firm for the year ending December 31, 2025.

Deloitte and Touche LLP

Each Board's Recommendation:

FOR

ratifying the appointment of Deloitte and Touche LLP

Additional information on D&T can be found on page 100.

Proposal 4: Approval of the PG&E Corporation 2025 Employee Stock Purchase Plan

Approve the PG&E Corporation 2025 Employee Stock Purchase Plan Effective January 1, 2026

Employee Stock Purchase Plan

PG&E Corporation Board Recommendation

FOR

approval of the PG&E Corporation 2025 Employee Stock Purchase Plan

Additional information on the Employee Stock Purchase Plan can be found on page 104.

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

Overview

PG&E Corporation and the Utility together provide combined natural gas and electric utility service to approximately 16 million Californians-4.5 million and 5.5 million customer accounts, respectively. Our customers are at the heart of everything we do and why we strive to provide safe, reliable, affordable, and clean energy to our hometowns every day. They also look to us for grid innovation, clean energy technology, and support in achieving our state's ambitious carbon goals.1

PG&E by the numbers

70,000

Square Miles

Million

Service area

Customers served

People

28,000

23% Coworkers

Approximate number of

are members of ERGs

GENERATIONS

employees

at work

Planet

98%

675,000+

880,000+

Greenhouse gas-free electricity provided to retail customers

Total number of electric

Total number of

vehicles operating in our

interconnected private

service area

solar customers

Prosperity

875

4.09

43,000+

MILES

BILLION

HOURS

undergrounded since

DOLLARS

of employee volunteer

2021

Spent with diverse

time

suppliers

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

Where we are headed

Our purpose-delivering for our hometowns, serving our planet, and leading with love -is underpinned by a strong focus on Safety, People, Planet, and California's Prosperity. With our True North strategy as the guidepost, our organizational design and regional service model are bringing us closer to the hometowns we serve. Our service area has five regions-with leaders in each region to improve public and employee safety, customer service, and operational reliability. And we are committed to designing an electric system that is resilient to climate change, decarbonized, and optimized to local and system needs.

We are building a culture of performance and continue to implement our Lean operating system, a core and foundational component of PG&E's Performance Playbook. We focus on five Lean "plays" designed to transform performance-visual management, operating reviews, problem solving, standardization, and waste elimination. We have implemented a daily-weekly-monthly operating review process and aligned the organization around key performance indicators focused on safety, delivery, cost, quality, customer, and coworker morale. Our standardized problem-solving process allows coworkers to identify, contain, and solve breakdowns in performance at the root cause. Waste elimination enables us to identify and eliminate inefficiencies in both process and workflow in a sustainable manner. We have accomplished this in part by delivering direct Lean training, coaching, and support to our coworkers.

Visual Management

Operating Reviews

Problem Solving

Standardization

Waste Elimination

We make decisions through a framework that prioritizes safety for everyone, rewards actions that prevent wildfires, and leads to a future carbon-neutral energy system, but we know that our work to improve is never done. For more information about performance and how it impacted pay, please refer to page 47.

Safety

Our commitment to safety is always at the forefront of everything we do. We are focused on keeping the public, our coworkers and our contractors safe. This commitment extends to all our operations, and it begins with our Stands that catastrophic wildfires shall stop and everyone and everything is always safe.

PG&E has begun the implementation of the PG&E Safety Excellence Management System (PSEMS), one of the three pillars of the PG&E Performance Playbook. PSEMS is a systematic management of processes, assets and occupational health and safety to prevent injury and illness. The PSEMS framework includes 13 elements, which allow the organization to operate safely and deliver safe, reliable, affordable and clean energy to our customers and hometowns.

In 2025, goals are focused on preventing serious injuries and fatalities (SIFs) by providing skills and tools to our coworkers (employees and contractors) such as the identification of high energy risks through use of the energy wheel, implementation of essential controls, and consistent use of human performance tools. The energy wheel is a visual tool that helps identify the 10 sources of energy so coworkers can assess and control the hazards associated with each energy source. We continue to hold our coworkers and contractors accountable to completing work safely, stopping the job when new hazards are identified or if the work becomes unsafe, and promoting a culture where speaking up, listening up, and following up for safety is expected and supported. Contractors' performance is tracked and managed through our Contractor Safety Program. We continue to support the speak-up award program, recognizing coworkers for

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

raising concerns that positively impact our safety and promote a strong safety culture. Also in January 2025, the CPUC finalized the Safety Culture Assessment Order Instituting Rulemaking (OIR), which regulates safety culture at the four California investor-owned utilities (IOUs), driving safety culture improvement by way of requiring assessments, surveys, and regular check-ins with the CPUC, intervenors, and the IOUs.

In 2025, PG&E will continue to mature and support the Grassroots Safety Council. This council was launched in 2024, bringing functional area grassroots safety leaders under one community to better share safety best practices and learnings to protect coworkers in the field and in the office. PG&E has conducted internal benchmarking so that different functional areas can learn from one another, and external benchmarking, to learn best practices across the utility industry. This effort will continue in 2025 and beyond.

All work occurring in 2025 builds on the progress made in the previous year to understand our risks, prioritize our work, and implement essential controls to reduce risk. We continue to remain focused on building a strong safety culture, holding our coworkers accountable for their safety and the safety of the public, for raising issues, and for engagement at all levels of the organization. Doing so will help us achieve our 2025 targets and meet our Stand that everyone and everything is always safe.

People

PG&E aims to build an engaged, qualified, and fairly-compensated workforce. We attract and retain coworkers with stable, benefits- paying jobs, professional development, and growth opportunities paired with our focus on health, wellness, and joy at work. We want our coworkers to feel known, loved, and proud.

In 2024, PG&E reaffirmed its commitment to fostering a positive workplace culture where all coworkers are respected, supported and feel they belong at PG&E:

Belonging Pillars

PG&E has a workforce that reflects the hometowns we serve.

PG&E removes barriers to level the playing field for all coworkers.

All coworkers and their ideas matter at PG&E.

Coworkers are known, valued, respected, supported, and connected.

Joy at Work

PG&E aims to enhance Joy at Work as it relates to the following elements:

Elements of Joy

I feel known working at PG&E.

I am proud to work for PG&E.

I feel loved working at PG&E.

I enjoy working for PG&E.

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

Our workforce is strong

Approximately 17,000 of

44 percent of our

our nearly 28,000

employees have a tenure

coworkers are covered by

of more than 10 years.

a collective bargaining

agreement.

Our workforce reflects the hometowns we serve

Our coworkers represent five generations, most of whom are Millennials, Gen X, and Boomers1

1.3M

HOURS

Technical, leadership, and coworker training provided by PG&E

Increase in training (7%), including instructor-led (7%) and Academy- delivered hands-on training (11%) between 2024 and 2025

Apprenticeship job classifications trained through apprenticeship programs that reduce barriers to entry for prospective employees

We create opportunity with PG&E PowerPathway™, an innovative workforce development program designed to help prepare a talent pool of local qualified candidates for high demand careers in the utility and energy industry by providing 4-12 weeks of classroom and hands-on training. In 2024, PowerPathway held six signature programs resulting in 121 graduates being prepared to enter careers in traffic control, vegetation management and other trade-based opportunities. More than 1,300 Californians have completed the program since inception in 2008.

PG&E Corporation | Pacific Gas and Electric Company 2025 Joint Proxy Statement

Disclaimer

PG&E Corporation published this content on April 11, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 11, 2025 at 00:55 UTC.