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PG&E (PCG) holders approve all directors, pay plan and Deloitte

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PG&E Corporation and Pacific Gas and Electric Company held a joint annual meeting of shareholders on May 21, 2026. Shareholders of both entities elected all nominated directors for one-year terms. At PG&E Corporation, a non-binding advisory vote on executive compensation passed with 1,670,209,325 votes in favor versus 168,851,135 against, and Deloitte & Touche LLP was ratified as independent registered public accounting firm for 2026 with 1,799,578,512 votes for. Utility shareholders similarly approved executive compensation and ratified Deloitte, with very high support levels. These results indicate continuity in governance, executive pay practices, and audit oversight at both the holding company and the utility subsidiary.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay votes (PG&E Corp) 1,670,209,325 for / 168,851,135 against Non-binding advisory vote on executive compensation, PG&E Corporation
Auditor ratification (PG&E Corp) 1,799,578,512 for / 133,964,864 against Ratification of Deloitte & Touche LLP for 2026, PG&E Corporation
Say-on-pay votes (Utility) 266,658,227 for / 233,182 against Non-binding advisory vote on executive compensation, Utility
Auditor ratification (Utility) 270,910,455 for / 240,220 against Ratification of Deloitte & Touche LLP for 2026, Utility
Director votes example (PG&E Corp) 1,834,112,470 for Votes for director nominee Patricia K. Poppe, PG&E Corporation
Director votes example (Utility) 266,854,578 for Votes for director nominee Patricia K. Poppe, Utility
broker non-vote financial
"Broker Non-Vote (1) 94,215,653"
non-binding advisory vote financial
"Non-binding advisory vote to approve the company’s executive compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
joint annual meeting of shareholders financial
"held their joint annual meeting of shareholders"
emerging growth company regulatory
"Emerging growth company | PG&E Corporation"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did PG&E (PCG) shareholders approve at the 2026 annual meeting?
Shareholders approved all director nominees, executive compensation, and Deloitte & Touche LLP as auditor for 2026. Both PG&E Corporation and its utility subsidiary reported strong support across proposals, reinforcing existing governance, pay practices, and audit arrangements without introducing major strategic or structural changes.

How did PG&E Corporation shareholders vote on executive compensation in 2026?
PG&E Corporation’s advisory vote on executive compensation was approved with 1,670,209,325 votes for, 168,851,135 against, and 12,443,857 abstentions, plus 94,215,653 broker non-votes. This non-binding result signals broad shareholder acceptance of current pay programs for senior management for the covered period.

Were PG&E’s 2026 director nominees elected by shareholders?
Yes. All director nominees for both PG&E Corporation and Pacific Gas and Electric Company were elected. Individual nominees generally received very large majorities of votes cast "for," with relatively small "against" and abstain totals, supporting continuity of board oversight and strategic direction at both entities.

Did PG&E shareholders ratify Deloitte & Touche LLP as auditor for 2026?
Yes. PG&E Corporation shareholders ratified Deloitte & Touche LLP with 1,799,578,512 votes for, 133,964,864 against, and 12,446,594 abstentions. Utility shareholders also approved Deloitte, maintaining the same independent registered public accounting firm to audit 2026 financial statements for both the parent and utility.

How did Pacific Gas and Electric Company shareholders vote on executive compensation?
Utility shareholders approved the advisory vote on executive compensation with 266,658,227 votes for, 233,182 against, and 84,817 abstentions, plus 4,341,224 broker non-votes. Support levels were extremely high, indicating minimal shareholder opposition to the compensation arrangements for the utility’s senior executives.

What were the vote totals for PG&E’s utility auditor ratification in 2026?
For Pacific Gas and Electric Company, shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm with 270,910,455 votes for, 240,220 against, and 166,775 abstentions. These results confirm continued engagement of Deloitte for 2026 financial statement auditing at the utility.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: May 21, 2026

(Date of earliest event reported)

 

Commission
File Number		  

Exact Name of Registrant as specified in its charter

   State or Other Jurisdiction of Incorporation or Organization   IRS Employer Identification Number
001-12609   PG&E Corporation    California   94-3234914
001-02348   Pacific Gas and Electric Company    California   94-0742640

 

     
300 Lakeside Drive   300 Lakeside Drive
Oakland, California 94612   Oakland, California 94612
(Address of principal executive offices) (Zip Code)   (Address of principal executive offices) (Zip Code)
(415) 973-1000   (415) 973-7000
(Registrant’s telephone number, including area code)   (Registrant’s telephone number, including area code)
     

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading
Symbol(s)

Name of each exchange

on which registered

Common stock, no par value  PCG  The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable PCG-PA NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable PCG-PB NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable PCG-PC NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable PCG-PD NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable PCG-PE NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable PCG-PG NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable PCG-PH NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% redeemable PCG-PI NYSE American LLC
6.000% Series A Mandatory Convertible Preferred Stock, no par value per share PCG-PrX The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company PG&E Corporation ☐ 
Emerging growth company Pacific Gas and Electric Company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

PG&E Corporation ☐
Pacific Gas and Electric Company ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 21, 2026, PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) held their joint annual meeting of shareholders.

 

PG&E Corporation:

 

At the joint annual meeting, the shareholders of PG&E Corporation voted as indicated below on the following matters:

 

1.       Election of the following individuals to serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Proposal 1 in the proxy statement):

 

    For   Against   Abstain   Broker
Non-Vote(1)
Rajat Bahri   1,833,250,034   6,042,619   12,211,664   94,215,653
Cheryl F. Campbell   1,808,992,059   29,318,902   13,193,356   94,215,653
Edward G. Cannizzaro   1,833,384,139   5,874,671   12,245,507   94,215,653
Kerry W. Cooper   1,814,986,568   24,293,167   12,224,582   94,215,653
Leo P. Denault   1,833,389,798   5,877,013   12,237,506   94,215,653
Jessica L. Denecour   1,654,081,012   185,233,306   12,189,999   94,215,653
Mark E. Ferguson III   1,760,547,651   78,720,066   12,236,600   94,215,653
W. Craig Fugate   1,785,043,778   48,255,108   18,205,431   94,215,653
Arno L. Harris   1,790,902,477   42,370,658   18,231,182   94,215,653
Carlos M. Hernandez   1,833,294,827   5,991,484   12,218,006   94,215,653
John O. Larsen   1,827,440,525   11,849,285   12,214,507   94,215,653
Patricia K. Poppe   1,834,112,470   5,265,290   12,126,557   94,215,653
William L. Smith   1,830,200,310   9,117,281   12,186,726   94,215,653
Benjamin F. Wilson     1,792,829,663   39,396,108   19,278,546   94,215,653
    
(1)A broker non-vote occurs when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.

 

Each director nominee named above was elected a director of PG&E Corporation.

 

2.       Non-binding advisory vote to approve the company’s executive compensation (included as Proposal 2 in the proxy statement):

 

For:     1,670,209,325  
Against:     168,851,135  
Abstain:     12,443,857  
Broker Non-Vote(1)     94,215,653  

(1)See footnote 1 above.  

 

This proposal was approved.

 

3.       Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 (included as Proposal 3 in the proxy statement):

 

For:     1,799,578,512  
Against:     133,964,864  
Abstain:     12,446,594  

 

This proposal was approved.

 

 

 

 

Pacific Gas and Electric Company:

 

At the joint annual meeting, the shareholders of the Utility voted as indicated below on the following matters:

 

1.       Election of the following individuals to serve as directors until the next annual meeting of shareholders or until their successors are elected and qualified (included as Proposal 1 in the proxy statement):

 

    For   Against   Abstain   Broker
Non-Vote(1)
Rajat Bahri   266,838,449   74,970   62,807   4,341,224
Cheryl F. Campbell   266,853,090   62,834   60,302   4,341,224
Edward G. Cannizzaro   266,858,107   56,934   61,185   4,341,224
Kerry W. Cooper   266,841,516   74,031   60,679   4,341,224
Leo P. Denault   266,854,717   60,507   61,002   4,341,224
Jessica L. Denecour   266,843,456   74,278   58,492   4,341,224
Mark E. Ferguson III   266,852,309   63,994   59,923   4,341,224
W. Craig Fugate   266,831,607   84,066   60,553   4,341,224
Arno L. Harris   266,850,847   65,668   59,711   4,341,224
Carlos M. Hernandez   266,848,787   67,497   59,942   4,341,224
John O. Larsen   266,854,500   61,409   60,317   4,341,224
Patricia K. Poppe   266,854,578   61,957   59,691   4,341,224
Sumeet Singh   266,835,038   79,026   62,162   4,341,224
William L. Smith   266,854,456   62,399   59,371   4,341,224
Benjamin F. Wilson   266,842,921   74,526   58,779   4,341,224
    
(1)See footnote 1 above.

 

Each director nominee named above was elected a director of the Utility.

 

2.       Non-binding advisory vote to approve the company’s executive compensation (included as Proposal 2 in the proxy statement):

 

For:     266,658,227  
Against:     233,182  
Abstain:     84,817  
Broker Non-Vote(1)     4,341,224  

(1)See footnote 1 above.  

 

This proposal was approved.

 

3.       Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 (included as Proposal 3 in the proxy statement):

 

For:     270,910,455  
Against:     240,220  
Abstain:     166,775  

 

This proposal was approved.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

 

  PG&E CORPORATION  
       
Date: May 26, 2026 By: /s/ John R. Simon  
    Name: John R. Simon  
    Title: Executive Vice President, General Counsel and Chief Ethics & Compliance Officer  

 

 

  PACIFIC GAS AND ELECTRIC COMPANY  
       
Date: May 26, 2026 By: /s/ Brian M. Wong  
    Name: Brian M. Wong  
    Title: Vice President, General Counsel and Corporate Secretary  

 

 

 

Source: View Original Filing on SEC EDGAR

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