--- schema_version: "secwatch.filing_event.v1" accession: "0001308179-23-000870" form_type: "8-K" ticker: "PCG" cik: "0001004980" company_name: "PG&E Corp" filed_at: "2023-05-22T23:59:59+00:00" generated_at: "2026-06-14T17:47:24.775717+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # PG&E amends bylaws, shareholders elect board, approve say-on-pay ## Summary - Both PG&E Corp and Utility adopted amended bylaws effective May 18, 2023. - Amendments implement universal proxy card rules (Rule 14a-19) and limit stockholder nominees. - Shareholders elected all six director nominees to PG&E Corp and seven to the Utility board. - Non-binding say-on-pay approved (PG&E Corp: ~83% for; Utility: ~99.9% for). - Deloitte & Touche ratified as independent auditor for 2023. ## SEC filing metadata - accession: 0001308179-23-000870 - form_type: 8-K - ticker: PCG - cik: 0001004980 - company_name: PG&E Corp - filed_at: 2023-05-22T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1004980/000130817923000870/0001308179-23-000870-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/75488/000130817923000870/pcg-20230518.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001308179-23-000870 - JSON: https://secwatch.observer/filing/0001308179-23-000870.json - Plain text: https://secwatch.observer/filing/0001308179-23-000870.txt ## Key facts - Shareholder Votes PG&E Corp shareholders approved Election of directors at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: 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) Cheryl F. Campbell 1,699,129,513 94,186,832 1,646,460 51,908,537 Kerry W. Cooper 1,760,557,125 32,696,379 1,709,301 51,908,537 Arno L. Harris 1,755,272,412 37,920,312 1,770,081 51,908,537 Carlos M. Hernandez 1,768,710,780 24,529,890 1,722,135 51,908,537 Michael R. Niggli 1,701,373,193 91,847,152 1,742,460 51,908,537 Benjamin F. Wilson 1,755,292,664 38,009,367 1,660,774 51,908,537 (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 represent evidence_url: https://www.sec.gov/Archives/edgar/data/1004980/000130817923000870/0001308179-23-000870-index.htm - Shareholder Votes PG&E Corp shareholders approved Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2023 at the 2023-05-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-18 source text: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2023 (included as Proposal 4 in the proxy statement): For: 1,811,222,582 Against: 33,975,433 Abstain: 1,673,327 This proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1004980/000130817923000870/0001308179-23-000870-index.htm - Shareholder Votes PG&E Corp shareholders approved Non-binding advisory vote to approve the company's executive compensation at the 2023-05-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-18 source text: 2. Non-binding advisory vote to approve the company's executive compensation (included as Proposal 2 in the proxy statement): For: 1,490,224,395 Against: 302,957,390 Abstain: 1,781,020 Broker Non-Vote (1) 51,908,537 (1) See footnote 1 above. This proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1004980/000130817923000870/0001308179-23-000870-index.htm - Shareholder Votes PG&E Corp shareholders approved Non-binding advisory vote on the frequency of the advisory vote to approve the company's executive compensation at the 2023-05-18 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-18 source text: 3. Non-binding advisory vote on the frequency of the advisory vote to approve the company's executive compensation (included as Proposal 3 in the proxy statement): One year: 1,769,747,742 Two years: 470,277 Three years: 23,134,821 Abstain: 1,609,965 Broker Non-Vote (1) 51,908,537 (1) See footnote 1 above. Consistent with the results set forth above, shareholders approved, on a non-binding, advisory basis, a frequency of one year for the non-binding advisory vote on the compensation of PG&E Corporation's named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1004980/000130817923000870/0001308179-23-000870-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.