.
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report:
February
24, 2010
(Date
of earliest event reported)
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PG&E
CORPORATION
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(Exact
Name of Registrant as specified in Charter)
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California
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1-12609
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94-3234914
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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One Market, Spear Tower, Suite 2400, San
Francisco, CA
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94105
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(Address
of principal executive offices)
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(Zip
code)
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415-267-7000
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(Registrant’s
Telephone Number, Including Area Code)
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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PACIFIC
GAS AND ELECTRIC COMPANY
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(Exact
Name of Registrant as specified in Charter)
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California
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1-2348
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94-0742640
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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||
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77 Beale Street, P. O. Box 770000, San Francisco,
California
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94177
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(Address
of principal executive offices)
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(Zip
code)
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(415) 973-7000
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(Registrant’s
Telephone Number, Including Area Code)
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||||
N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2.
below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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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)
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 25, 2010, PG&E Corporation’s subsidiary, Pacific Gas and Electric
Company (Utility), announced that the Utility’s Board of Directors had elected
Sara A. Cherry as Vice President, Finance and Chief Financial Officer of the
Utility, effective March 1, 2010. Ms. Cherry, who will serve as the
Utility’s principal financial officer, will report to Kent M. Harvey, Senior
Vice President and Chief Financial Officer of PG&E Corporation and Senior
Vice President, Financial Services of the Utility.
Ms.
Cherry, 41, will assume the role previously held by Barbara L. Barcon,
who is leaving the
Utility effective March 1, 2010. Ms. Barcon is entitled to receive
severance benefits subject to the terms of the PG&E Corporation Officer
Severance Policy which has previously been filed with the Securities and
Exchange Commission (SEC).
Ms.
Cherry currently serves as Senior Director, Internal Auditing of the
Utility. Previously in 2009, she served as the Director of Internal
Auditing and Compliance of the Utility. In 2006, Ms. Cherry served as
Chief Financial Officer of Langer, Inc., a medical and personal care products
company. In 2005, Ms. Cherry served as Director, Management Reporting
at the Utility, and in 2004, she was the Director of Utility Operations Business
Planning for the Utility. From 2001 to 2004, Ms. Cherry held various
positions in Accounting and Business Development at PG&E
Corporation.
Ms.
Cherry’s compensation includes a base salary of $275,000. Ms. Cherry
also will be eligible to participate in the PG&E Corporation Short-Term
Incentive Plan (STIP), with a target participation rate equal to 45% of her
annual base salary, or $123,750.
Ms.
Cherry also will receive an award under the PG&E Corporation 2006 Long-Term
Incentive Plan (LTIP) with an estimated value of $250,000. The award
is expected to be made on March 10, 2010 and will consist of equal amounts of
restricted stock units (RSUs) and performance shares. The number of
RSUs and performance shares will be determined by dividing $250,000 by the
average closing stock price of a share of PG&E Corporation common stock as
reported on the New York Stock Exchange over the five trading days of March 4
through March 10, 2010. The restrictions on 60% of the RSUs will
lapse automatically in equal installments on the first business days of March
2011, 2012, and 2013 at the rate of 20% per year. The restrictions on
the remaining 40% of the RSUs will lapse on the first business day of March
2014. The performance shares will vest on the first business day of
March 2013 and will be settled in stock based on a payout percentage determined
by PG&E Corporation’s total shareholder return (TSR) for the three-year
period ended December 31, 2012, as compared to the TSR of other companies
included in a comparator group. Additional information regarding
awards under the STIP and the LTIP is provided in PG&E Corporation’s and the
Utility’s most recent joint proxy statement and in other reports previously
filed with the SEC.
Also on
February 25, 2010, the Boards of Directors of PG&E Corporation and the
Utility announced that Dinyar B. Mistry had been elected to the position of Vice
President and Controller of PG&E Corporation and the Utility effective March
8, 2010. Mr. Mistry, 48, who will serve as PG&E Corporation’s and
the Utility’s chief accounting officer, will continue to report to Kent M.
Harvey. Mr. Mistry is replacing Stephen J. Cairns, who has been
elected as Vice President, Internal Audit and Compliance of PG&E Corporation
and the Utility effective March 8, 2010.
2
Mr.
Mistry has served as Vice President and Chief Risk and Audit Officer of PG&E
Corporation and the Utility since August 2009 and September 2009,
respectively. Previously in 2009, he served as Vice President,
Internal Auditing/Compliance and Ethics of PG&E Corporation. From
2007 to 2009, he served as Vice President, Regulation and Rates of the
Utility. From 2005 to 2007, he served as Vice President, State
Regulation of the Utility. Mr. Mistry previously served as Vice
President and Controller of the Utility from 2000 to 2005. Before
joining the Utility in 1994, Mr. Mistry worked at KPMG Peat Marwick, an
accounting firm.
Mr.
Mistry’s compensation includes an annual base salary of $305,000. He
will continue to be eligible to participate in the STIP; his target
participation rate will continue to be equal to 45% of his annual base salary,
or $137,250.
Mr.
Mistry also will receive a grant under the LTIP with an estimated value of
$350,000 that will consist of equal amounts of RSUs and performance
shares. The number of RSUs and performance shares will be determined
by dividing $350,000 by the closing stock price of a share of PG&E
Corporation common stock as reported on the New York Stock Exchange over the
five trading days of March 4 through March 10, 2010. The awards of
the RSUs and performance shares granted to Mr. Mistry will contain the same
terms as those granted to Ms. Cherry.
Ms.
Cherry and Mr. Mistry also will continue to be entitled to participate in other
benefits generally provided to PG&E Corporation and Utility
employees. In addition, Ms. Cherry and Mr. Mistry will continue to be
entitled to receive additional compensation and to participate in benefits such
as the Officer Severance Policy that covers officers of PG&E Corporation and
the Utility and the PG&E Corporation Supplemental Executive Retirement Plan
(a non-tax qualified defined benefit pension plan). The additional
compensation and benefits are described in PG&E Corporation’s and the
Utility’s most recent joint proxy statement and in other reports previously
filed with the SEC.
Neither Ms. Cherry nor Mr.
Mistry has any relationship or related person transaction with PG&E
Corporation or the Utility that would require disclosure pursuant to Item 401(d)
of SEC Regulation S-K. Mr. Mistry has no related person transaction
with PG&E Corporation or the Utility that would require disclosure pursuant
to Item 404(a) of SEC Regulation S-K. Ms. Cherry’s husband, Brian K.
Cherry, is Vice President, Regulatory Relations of the Utility. If
Mr. Cherry remains employed with the Utility throughout 2010, his annual
compensation for 2010 is expected to be substantially similar to annual
compensation earned in 2009, which consisted of approximately $400,000 in salary
and short-term incentive awards as well as LTIP awards with an estimated fair
market value of approximately $210,000, as measured in accordance with
compensation disclosure rules set forth in Item 402 (c) of SEC Regulation
S-K.
3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on their behalf by the undersigned hereunto
duly authorized.
PG&E
CORPORATION
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Dated:
February 25, 2010
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By:
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LINDA
Y.H. CHENG
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LINDA
Y.H. CHENG
Vice
President, Corporate Governance and Corporate Secretary
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PACIFIC
GAS AND ELECTRIC COMPANY
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Dated:
February 25, 2010
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By:
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LINDA
Y.H. CHENG
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LINDA
Y.H. CHENG
Vice
President, Corporate Governance and Corporate
Secretary
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4