Portland General Electric (POR) investors approve directors, pay and 2026 auditor

Rhea-AI Filing Summary

Portland General Electric Company held its 2026 virtual annual meeting of shareholders on April 24, 2026. Shareholders elected nine directors, each receiving over 92 million votes in favor with relatively few votes against and broker non-votes recorded.

Investors also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 89,407,192 votes for and 3,687,634 against. In addition, shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 99,598,669 votes in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares outstanding: 115,727,037 shares Shares represented: 102,250,589 shares Say-on-pay votes for: 89,407,192 votes +3 more

6 metrics

Shares outstanding 115,727,037 shares Common stock issued and outstanding as of February 23, 2026 (record date)

Shares represented 102,250,589 shares Shares represented at the 2026 annual meeting

Say-on-pay votes for 89,407,192 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 3,687,634 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 99,598,669 votes Ratification of Deloitte & Touche LLP as 2026 auditor

Director support example 93,080,560 votes for Votes for director nominee Maria Pope

Key Terms

broker non-votes, advisory, non-binding vote, independent registered public accounting firm, record date

4 terms

broker non-votes financial

"Each of the director nominees listed below was elected and the voting results were as follows"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory, non-binding vote financial

"An advisory, non-binding vote to approve the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

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.

record date financial

"There were 115,727,037 shares of common stock issued and outstanding as of February 23, 2026, the record date for the meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

0000784977false00007849772026-04-242026-04-24

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 (Date of earliest event reported): April 24, 2026

PORTLAND GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Oregon	001-5532-99	93-0256820
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer      Identification No.)

121 SW Salmon Street, Portland, Oregon 97204

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (503) 464-8000

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:

☐ 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 class)	(Trading Symbol)	(Name of exchange on which registered)
Common Stock, no par value	POR	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth 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. [ ]

Item 5.07 Submission of Matters to a Vote of Security Holders.

Portland General Electric Company (the Company) held its 2026 virtual annual meeting of shareholders on April 24, 2026 in Portland, Oregon. The following proposals were voted on at the meeting by the Company’s shareholders:

1.The election of directors;

2.An advisory, non-binding vote to approve the compensation of the Company’s named executive officers; and

3.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

There were 115,727,037 shares of common stock issued and outstanding as of February 23, 2026, the record date for the meeting, with 102,250,589 shares represented at the annual meeting.

Each of the director nominees listed below was elected and the voting results were as follows:

Nominee		For		Against		Abstain		Broker Non-votes
Robert Hoglund		93,021,105		165,036		75,287		8,989,161
Marie Oh Huber		92,372,002		816,737		72,689		8,989,161
Renée J. James		92,835,134		355,347		70,947		8,989,161
Michael Lewis		93,067,434		117,822		76,172		8,989,161
Michael Millegan		92,225,480		956,064		79,884		8,989,161
John O'Leary		93,065,712		119,535		76,181		8,989,161
Maria Pope		93,080,560		110,861		70,007		8,989,161
Patricia Salas Pineda		92,702,617		488,439		70,372		8,989,161
James Torgerson		92,263,788		921,132		76,508		8,989,161

Shareholders approved the compensation of the Company’s named executive officers. There were 89,407,192 votes cast for the proposal, 3,687,634 votes cast against the proposal, 166,602 abstentions, and 8,989,161 broker non-votes.

Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were 99,598,669 votes cast for the proposal, 2,583,672 votes cast against the proposal, and 68,248 abstentions.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				PORTLAND GENERAL ELECTRIC COMPANY
				(Registrant)
Date:	April 28, 2026		By:	/s/ Joseph R. Trpik
				Joseph R. Trpik
				Senior Vice President, Finance and Chief Financial Officer

3

FAQ

What key decisions were made at Portland General Electric (POR) 2026 annual meeting?

Shareholders elected nine directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for 2026. These outcomes confirm support for the current board, pay practices, and auditing arrangements.

How many Portland General Electric (POR) shares were represented at the 2026 annual meeting?

A total of 102,250,589 shares were represented at the meeting out of 115,727,037 shares of common stock issued and outstanding as of February 23, 2026. This indicates strong shareholder participation in the voting process.

Did Portland General Electric (POR) shareholders approve executive compensation in 2026?

Yes, shareholders approved the advisory proposal on executive compensation with 89,407,192 votes for, 3,687,634 against, and 166,602 abstentions. There were also 8,989,161 broker non-votes recorded on this say-on-pay proposal.

Which auditor did Portland General Electric (POR) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote was 99,598,669 for, 2,583,672 against, and 68,248 abstentions, reflecting strong support for the audit firm.

How did director nominees fare in Portland General Electric (POR) 2026 elections?

All nine director nominees were elected, each receiving over 92 million votes for. For example, Maria Pope received 93,080,560 votes for, 110,861 against, 70,007 abstentions, and 8,989,161 broker non-votes, indicating broad shareholder backing.

What was the record date for Portland General Electric (POR) 2026 annual meeting?

The record date for determining shareholders entitled to vote at the 2026 annual meeting was February 23, 2026. As of that date, 115,727,037 shares of common stock were issued and outstanding and eligible for representation at the meeting.

Filing Exhibits & Attachments

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