PG&E Corporation | Executives To Retain Significant Stock at PG&E Corporation

Status
Omitted
Previous AGM date
Proposal number
4
Resolution details
Company ticker
PCG:US
Lead filer
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Energy
Company HQ country
United States
Resolved clause
Proposal 4 – Executives To Retain Significant Stock Shareholders ask the Board of Directors to adopt a policy requiring the 5 named executive officers (NEOs) to retain a significant percentage of stock acquired through equity pay programs until reaching retirement and to report to shareholders regarding the policy in our Company’s next annual meeting proxy. Shareholders recommend a share retention percentage requirement of 25% of net after‑tax shares. This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce the risk of loss to the executive. Otherwise PG&E (PCG) directors might be able to avoid the impact of this proposal. This policy shall supplement any other share ownership requirements that have been established for senior executives, and should be implemented without violating current company contractual obligations or the terms of any current pay or benefit plan. The Board is encouraged to obtain waivers of any current pay or benefit plan for senior executives that might delay implementation of this proposal. Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus PCG executives more on PCG’s long‑term success. A Conference Board Task Force report stated that hold‑to‑retirement requirements give executives “an ever‑growing incentive to focus on long‑term stock price performance.” It is also important to make sure executives retain significant stock and skin in the game given these challenging news reports: • PCG’s stock experienced a significant decline in 2025, falling over 33% by July and lagging the broader utilities sector throughout 2025 due to shareholder jitters over regulatory risks. A dividend discount model analysis suggested the stock might be substantially overvalued at its current market price. • Climate change continues to increase the frequency and severity of wildfires, which poses an existential financial threat to PCG under California’s inverse condemnation laws. The 2025 Eaton California Fire highlighted the ongoing exposure to catastrophe. • There is uncertainty regarding the future availability and funding of the state's wildfire fund, a critical financial cushion. • PCG faced criticism and customer pushback over requests for further rate increases for 2025 and beyond to fund grid modernization and safety measures. • PCG was hit with a penalty for failing to report a mishap at a natural gas facility. Utility scams targeting PG customers continued at an alarming rate.

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