Independent
Tenure on this board
5.9 yrs
15 nominees · 3 ballot items.
Election of Directors; Advisory vote to approve executive compensation (Say-on-Pay); Ratification of Deloitte & Touche LLP as independent auditors.
Election of the board-nominated slate of directors for both PG&E Corporation and Pacific Gas and Electric Company, with nominees to hold office until the 2027 annual meeting.
Non-binding, advisory vote (Say-on-Pay) to approve the 2025 compensation of named executive officers as disclosed in the proxy statement, including CD&A.
The proposal requests an advisory approval of the 2025 executive compensation program for PG&E Corporation and the Utility, as described in the Compensation Discussion and Analysis and related disclosure. Management seeks this non-binding shareholder vote to confirm that its pay programs appropriately tie a significant portion of executive pay to both short-term and long-term performance metrics emphasizing safety, customer outcomes, and financial stability, and to demonstrate alignment with shareholders and regulatory commitments (including AB 1054 and POR OII). The Board and the People and Compensation Committee recommend a vote FOR, arguing that the 2025 program had high at-risk pay, appropriate weighting toward safety and customer metrics, and governance measures (independent consultant, clawbacks, ownership guidelines) to mitigate excessive risk-taking. The proxy provides detailed metrics and outcomes for STIP and LTIP awards, shows that short-term incentive payout was 139% of target based on certified metrics, and discloses PSU results and changes to relative TSR methodology to address company-specific market impacts. Shareholders’ advisory vote is non-binding; if not approved, the Committee will consider feedback in future compensation design.
Ratify Deloitte & Touche LLP as the independent auditor for PG&E Corporation and Pacific Gas and Electric Company for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.41% | 141,063,546 | $2.5B |
| 2 | STATE STREET CORP | 5.72% | 125,873,456 | $2.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.95% | 109,073,619 | $1.9B |
| 4 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3.92% | 86,392,242 | $1.5B |
| 5 | AQR CAPITAL MANAGEMENT LLC | 3.81% | 83,840,538 | $1.5B |
| 6 | BlackRock, Inc. | 3.58% | 78,877,610 | $1.4B |
| 7 | FMR LLC | 3.51% | 77,234,733 | $1.4B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.63% | 57,879,624 | $1.0B |
| 9 | BlackRock, Inc. | 2.25% | 49,471,728 | $869M |
| 10 | DEUTSCHE BANK AG\ | 1.60% | 35,326,704 | $621M |
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