Why PG&E Delayed Its Annual Meeting

April 18, 2019 by Paul Ausick

Source: FangXiaNuo / Getty Images
In an announcement Thursday morning, PG&E Corp. (NYSE: PCG) said that its annual shareholders’ meeting scheduled for May 21 has been postponed until an unspecified date in June. The postponement was needed “in order to allow additional time following the Board’s substantial refreshment announced on April 3, 2019.”

The April 3 announcement named 10 new board members to replace seven departing members and revealed the appointment of a new chief executive, William D. Johnson, who takes over officially on May 1, according to a PG&E filing with the U.S. Securities and Exchange Commission last week. PG&E also increased the maximum number of corporate directors from 13 to 14 and the minimum number from seven to eight. Including new members, the board now has 13 members.

The governance changes are a direct outcome of the catastrophic Camp Fire, which started in early November 2018 and burned for nearly three weeks before being contained. The fire wiped out the town of Paradise, killed at least 85 people and caused some $16.5 billion in property damage. PG&E equipment is believed to have been the cause of the blaze. Former CEO Geisha Williams resigned in mid-January and PG&E filed for bankruptcy protection on January 29.

Nora Mead Brownell, a former Federal Energy Regulatory Commission (FERC) member, has been named chair of PG&E, and Jeffrey Bleich, former ambassador to Australia under President Barack Obama, was appointed chair of the corporation’s utility, Pacific Gas and Electric Company.

Johnson was previously the president and CEO of the Tennessee Valley Authority and was signed to a three-year contract at an annual base salary of $2.5 million and a one-time sign-on bonus of $3 million, provided he remains with the company for at least 12 months. Johnson also will receive annual performance-based equity awards of up to $3.5 million. Johnson will be nominated to assume the 14th board seat

Former CEO Williams was paid an annual salary of $1.085 million with a potential payout of $8 million over three years. She did not collect that sum but did receive a severance package of $2.5 million in cash, according to the San Francisco Business Times.

Delaying the annual meeting worsened a negative trend on the share price, which has retreated for the past few days. Shares traded down about 2% just before noon Thursday, at $21.40 in a 52-week range of $5.07 to $49.42.


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