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.