Expects Majority of Board Will Be New Independent Directors by 2019
Annual Meeting
SAN FRANCISCO--(BUSINESS WIRE)--
The Board of Directors (the “Board”) of PG&E Corporation (NYSE: PCG)
(the “Company”) today provided an update on its previously announced
Board refreshment process. The Board currently expects that no more than
five of the Company’s current directors will stand for election at the
2019 Annual Meeting of Shareholders. The Board intends that a majority
of the directors of the Company will be new independent directors by the
time of the 2019 Annual Meeting, subject to proper consideration of new
candidates. The Board is expected to include 11 independent directors at
that time. Subject to applicable regulatory approvals, it is expected
that the Board of Directors of the Company’s utility subsidiary, Pacific
Gas and Electric Company (the “Utility”), will track the new composition
of PG&E’s Board.
The Board is working with a leading search firm and has identified
strong candidates who would add fresh perspectives and augment the
Board’s expertise in safety, operations and other critical areas. As the
Board continues to work through this process of identifying and
evaluating candidates, it is committed to engaging with shareholders and
other stakeholders to solicit their views on new independent directors.
The Board stated: “We fully understand that PG&E must re-earn trust and
credibility with its customers, regulators, the communities it serves
and all of its stakeholders, and we are continuing to make changes that
reinforce PG&E’s commitment to safety and improvement. We recognize the
importance of adding fresh perspectives to the Board to help address the
serious challenges the business faces now and in the future. That is why
we are committed to significant Board refreshment with the current
expectation that no more than five current directors will stand for
election and the intention that a majority of the Board will be new
independent directors. We have been working diligently to identify
respected professionals with relevant experience in safety, operations
and other critical areas, and we have identified a number of strong
candidates. Throughout this process of identifying and evaluating
candidates, we intend to remain engaged with our shareholders and other
stakeholders on potential new director nominees to ensure we are aligned
and are evaluating the most qualified candidates who can help PG&E
deliver safe and reliable service to our customers in the years ahead.”
About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric Company,
an energy company that serves 16 million Californians across a
70,000-square-mile service area in Northern and Central California. Each
of PG&E Corporation and the Utility is a separate entity, with distinct
creditors and claimants, and is subject to separate laws, rules and
regulations. For more information, visit http://www.pgecorp.com.
In this press release, they are together referred to as “PG&E.”
Cautionary Statement Concerning Forward-Looking Statements
This news release includes forward-looking statements that are not
historical facts, including statements about the beliefs, expectations,
estimates, future plans and strategies of PG&E Corporation and the
Utility. These statements are based on current expectations and
assumptions, which management believes are reasonable, and on
information currently available to management, but are necessarily
subject to various risks and uncertainties. In addition to the risk that
these assumptions prove to be inaccurate, factors that could cause
actual results to differ materially from those contemplated by the
forward-looking statements include factors disclosed in PG&E
Corporation’s and the Utility’s annual report on Form 10-K for the year
ended December 31, 2017, their quarterly reports on Form 10-Q for the
quarters ended March 31, 2018, June 30, 2018, and September 30, 2018,
and their subsequent reports filed with the Securities and Exchange
Commission. Additional factors include, but are not limited to, those
associated with the Chapter 11 cases of PG&E Corporation and the Utility
that commenced on January 29, 2019. PG&E Corporation and the Utility
undertake no obligation to publicly update or revise any forward-looking
statements, whether due to new information, future events or otherwise,
except to the extent required by law.
Additional Information
PG&E Corporation and the Utility intend to file a joint proxy statement
and other documents with the U.S. Securities and Exchange Commission
(the “SEC”) in connection with their solicitation of proxies for their
2019 Annual Meetings. Investors and security holders are urged to
read any such joint proxy statement (and any amendments and supplements
thereto), the accompanying WHITE proxy card and other documents that
have been or may be filed with the SEC carefully and in their entirety
as they contain or will contain important information about the 2019
Annual Meetings. Investors and security holders should read the
joint proxy statement carefully before making any voting or investment
decisions. Investors and security holders may obtain free copies of
these and other documents filed with the SEC by PG&E Corporation and the
Utility through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by PG&E Corporation and the Utility with
the SEC will be available on their website at http://investor.pgecorp.com/.
Participants in the Solicitation
PG&E Corporation and the Utility and their respective directors,
executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in connection
with the matters to be considered at the 2019 Annual Meetings.
Information regarding certain of the directors and officers of PG&E
Corporation and the Utility is contained in their joint proxy statement
for their 2018 Annual Meetings, which was filed with the SEC on March
26, 2018. To the extent holdings of PG&E Corporation’s and the Utility’s
securities by directors or executive officers have changed since the
amounts set forth in the 2018 joint proxy statement, such changes have
been or will be reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is or will be included in the joint proxy
statement and other relevant documents filed with the SEC in connection
with the 2019 Annual Meetings.
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PG&E Media Line
415-973-5930
Source: PG&E Corporation