PG&E Corporation (PCG)
NYSE: PCG · Real-Time Price · USD
16.55
-0.06 (-0.36%)
Apr 27, 2026, 12:21 PM EDT - Market open
← View all transcripts

AGM 2021

May 20, 2021

Speaker 1

Good day and welcome to the 2021 Annual Meeting for Pacific Gas and Electric.

Speaker 2

Welcome everyone. Thank you for joining us today. My name is Francisco Benavides, Senior Vice President and Chief Safety Officer at PG and E Corporation and Pacific Gas and Electric Company. As you hear throughout our meeting, safety is at the heart of everything we do. Nothing is more important to us than keeping the public, our co workers and contractors safe.

In that spirit, I'm here to start the Annual Shareholder Meeting like we start all meetings at PG and E with a safety message to ensure that everyone knows what to do in case of an emergency. In an earthquake, make sure you know the safest place to dock, cover and hold, such as under a sturdy desk or table. In case of fire, know your escape routes and evacuation plan. Exit and call 911. In case of a medical emergency, know who in your location can perform first aid and CPR and who will call emergency services.

Lastly, in the event of an active shooter and in order of preference, get out if you can or hide out and as the last recourse take out on the assailant. Call 911 when safe to do so. Thank you. And now I'm pleased to introduce Julius Cox, Executive Vice President, People, Shared Services and Supply Chain for PG and E Corporation and Pacific Gas and Electric Company, who will share with us a diversity message.

Speaker 1

Thank you, Francisco. Good morning.

Speaker 3

My message today is about the growth we've seen over the last year in terms of PG and E's commitment to making it safe to talk about race, diversity and equity at work. I wasn't at PG and E in 2020, I joined in February of this year. But like my coworkers, I have been impacted by the incidents that have occurred over the past year, including the murder of George Floyd and the horrible incidents of confidence and safe space for our leaders and their teams to talk about race relations, diversity, inclusion and equity. As a leader in the utility industry and in the communities where we serve, we have an obligation to do so. And although it can be difficult to talk about race in the workplace, it is a commitment that our organization has fully embraced.

Taking steps to encourage these conversations and taking real action is even more important. To that end, we have encouraged our leaders to actively engage their teams by holding listening sessions across the organization. We have provided training on unconscious bias, so that we are having honest discussions about our blind spots. We've even had a group of coworkers take the initiative to further bolster our efforts by creating interactive forums for awareness and candid discussions in support of diversity, equity and inclusion. And I'm proud to say that our leadership team took a stand to formally state that Black lives truly do matter.

These are all important steps to making PG and E a safer and more inclusive workplace. And while we've made great progress, much work remains to be done. Personally, I was inspired for a number of reasons to join PG and E early this year. But being here at this moment with a leadership team and organization that has committed to both words and actions has increased my belief that PG and E will serve as a leader in creating real outcomes in terms of diversity, equity and inclusion. Thank you.

And now I'm pleased to introduce the independent Chair of the PG and E Corporation Board, Bob Flexen.

Speaker 1

Thanks, Julius, and good morning to all of you. On behalf of the boards and management team, welcome to the 2021 Joint Annual Meeting of Shareholders of PG and E Corporation and Pacific Gas and Electric Company. Like many companies, we are holding this year's shareholders meeting virtually to protect the health and safety of our shareholders, employees and communities during the COVID-nineteen pandemic. I hope you and your families are doing well during these challenging times. I will be serving as the Chair of the Joint Meeting and I call the meeting to order.

Voting is open. Also joining me today are Dane Sievers, Independent Non Executive Chair of the Board of Pacific Gas and Electric Company Patricia Patti Poppe, Chief Executive Officer of PG and E Corporation Brian Wong, Corporate Secretary of Pacific Gas and Electric Company and PG and E Corporation. Brian will serve as Secretary of the Joint Meeting. All of the members of our independent Boards of Directors are here today as well. Thank you.

Broadridge Financial Solutions Bank has been appointed as Inspector of Elections to calculate the votes cast on the matters before us today and has given if so of office to act fairly and impartially. Their representative, Trish Hodgson, is here with us and has confirmed that quorums are present for the transaction of business. Thank you, Trish. Next, Brian Wong, our Corporate Secretary will review the agenda for the joint meeting and rules of conduct that will allow us to have an informative meeting and engage with our shareholders and investors.

Speaker 4

Thank you, Bob, and good morning, everyone. I would like to outline the agenda for this morning. First, we'll conduct the formal business, starting with introduction of the Director standing for reelection and management proposals included in the proxy statement, followed by a report regarding the preliminary voting results. Then we'll adjourn the formal business meeting and close the polls. You'll hear remarks from Bob Flexen, our Independent Chair of the PG and E Corporation Board and from PG and E Corporation's CEO, Patti Poppe.

We will turn to Q and A at the end of the meeting. I would like to highlight some of the rules of conduct that will guide the business of the meeting this morning. These rules are available in the web platform under meeting materials and were posted there prior to the meeting. Only shareholders of record as of March 22, 2021 or their duly appointed proxy holders who have entered the meeting with their control number may vote and submit questions during the meeting. As Bob previously noted, the polls are open for voting.

Some shareholders submitted questions through the web portal ahead of the meeting. We will be addressing their questions during the Q and A portion of the meeting as well. We also ask that you focus your questions and comments on issues of general interest to shareholders and not on individual shareholder or customer issues or other topics stated in the rules of conduct. In general, we will not address questions that don't follow these guidelines. Video and voice recording of the meeting as well as capturing screenshots during the meeting is prohibited.

In the event of technical malfunction or other event that disrupts the meeting, the chair of the joint annual meeting may postpone or adjourn it in a manner that allows all business to be conducted. We've done our best to mitigate any potential issues in order to conduct a successful and informative meeting with our shareholders. With that, I will turn it back to Bob.

Speaker 1

Brian, thanks for setting the stage for a fair and transparent meeting. In our 2021 joint proxy statement, we have presented our nominees for directors along with 3 additional management proposals for PG and E Corporation shareholders and 2 additional management proposals for Pacific Gas and Electric Company Shareholders. All of the proposals are fully discussed in the proxy statement, recommendations. For purposes of today's vote, each of the proposals is officially before the meeting. Item 1 is the election of directors.

We list each of the nominees in the proxy statement for shareholders consideration. Each of our boards has been divided into 2 classes and directors are elected for 2 year terms. The directors who are nominated for reelection to both boards today are Sheryl Campbell, Terry Cooper, Arnaud Harris, Mike Neegley, Garrett Trezor and Ben Wilson. And at Pacific Gas and Electric Company only, Adam Wright. Item 2 is management's proposal to ratify the audit committee selection of Deloitte and Touche as independent public accountants for the company.

Item 3 is management's proposal asking shareholders to provide an advisory vote to approve executive compensation for the company. Item 4 is management's proposal asking the PG and E Corporation shareholders to approve the 2021 long term incentive plan. With that, Brian, would you please give the preliminary voting report?

Speaker 4

Thanks, Bob. This slide shows you the preliminary voting results based on proxies that have been counted as of yesterday, May 19, at approximately 3 pm Pacific Time. Final results will include the votes cast through the close of polls at the joint meeting. We will post the final results on our website and report them in an SEC filing.

Speaker 1

Thank you, Brian. With that, we have concluded the items of business and will officially adjourn the formal business meeting. The Inspector of Elections has informed me that the polls are now closed. We'll now move to prepared remarks and Q and A. Some of today's remarks discuss our strategy, goals and expectations for the future and are thus considered forward looking statements.

It's important to note that actual results could differ materially. We encourage you to read our joint 2020 annual report to shareholders and our SEC filings for a discussion of the factors that could cause actual results to differ. These documents are available on our website, www.pgecorp.com. It is a pleasure to have this opportunity to speak with you today, even if we can't see each other or gather in one place. We look forward to doing that again as soon as health conditions allow.

The past 5 years have been some of the most difficult in our organization's history, marked by devastating wildfires, Chapter 11 bankruptcy and painful court proceedings. But even as we embrace the hard lessons we've learned, we are embarking on a bright and promising future. Above all, our plan of reorganization includes strong commitments that are designed to prioritize the safety of our communities and hometown. Under the leadership of PG and E Corporation's new CEO, Patti Poppe, a reinvigorated senior leadership team and substantially new boards of directors, we are charting a path as a different enterprise, one organized to provide better outcomes and more as a financially sound energy business with the right governance and oversight to safely and reliably serve our customers for the long term and help our state achieve its climate and clean energy goals. From a governance perspective, we have seated a diverse, deeply experienced for many with deep California roots.

At the officer level, in the past 4 months, we've recruited and hired 11 new leaders from outside the company to bring in new perspectives and talent to the existing team. We've been fortunate to attract talented and diverse leaders who bring the necessary experience to hit the ground running. Along with our existing leaders who bring their institutional knowledge of PG and E's past, the common quality they all share is a tenacity to perform and the skills to deliver. All of us know that the only way for PG and E to earn back trust is to fulfill our commitments and keep our promises without fail. Our goal can't be to return to the normal conditions of the past, but to redefine normal as the condition of never being satisfied.

We have to get better every day. That's a challenge that we welcome and are determined to meet. With that, I am pleased to introduce Patti Poppe, who joined us in January as PG and E Corporation's CEO.

Speaker 5

Thank you, Bob. Well, good morning, everyone. I'm delighted to be with you for this shareholder meeting, my very first as CEO of PG and E Corporation. I've been here for about 5 months now. I spent many of my initial days on a listening tour, meeting and speaking with all kinds of people with all kinds of perspectives, from customers and coworkers to community leaders, regulators and elected officials, along with shareholders.

Today, I'll share my thinking about what I've learned and how I envision PG and E's future, where we're going in the years ahead, and how we're going to get there. Energy companies like us have a unique ability to brighten people's lives literally and figuratively. We provide light on the darkest nights and warmth on the coldest days, but we also have a special obligation to help drive economic growth in the communities we serve and to be a force for good by using our core capabilities to address social problems impact not just in dollars and cents, but with the triple bottom line of people, the planet and California's prosperity. People because providing safe, reliable and affordable energy to those we are privileged to serve is the reason we exist. Plan it, because delivering natural gas and electricity in a way that does no harm to the environment that sustains us is our solemn responsibility.

And prosperity, because the special business charter we enjoy comes with a social duty to help expand economic opportunity, attract investment and create jobs. Already, we're delivering solid results. In the people category, we've assembled a diverse new team of senior leaders who are skilled in the kind of organizational design, standards and processes that will enable us to deliver a hometown service experience for our customers and hometowns, one tailored to the specific local needs within our distinctive geographic regions. For the planet, we're meeting California's clean energy and climate goals, while continuing to look aggressively for new ways to reduce our carbon footprint. We're leading with an electric power portfolio that is now 88% GHG free.

We are leading on rooftop solar installations. We are leading on electric vehicles and we are leading on utility scale battery storage. In support of California's prosperity, we are investing in state of the art improvements to our energy grid, selling non core assets and sharing the proceeds with customers and significantly reducing our own equity needs. The triple bottom line will continue to guide our decision making, but achieving those goals also requires a relentless focus on performance. Even on days of best ever performance, we will look for ways to improve and get better.

Only by keeping our promises and doing what we say we will do can we earn back the trust and become the company that all of our stakeholders deserve. When I visited San Bruno, Sonoma County, Napa County and Paradise, it became clear to me. We have caused and responded to disasters at an alarming level. My heart ached as I listened to the efforts and the effects on our communities, on families and our coworkers. We are working to get out of the disaster response business and getting into the disaster prevention business.

In 2021, we are writing a new playbook for operational excellence in how we spend our time and do our work. We are establishing a daily rhythm, a heartbeat that makes our results visible across the entire company for immediate evaluation and response, informed timely action and continuous improvement. We will build a culture of performance. We will build a culture of safety that begins with each of us individually and extends to those we serve. We will stand together for 0 injuries, 0 fatalities, 0 ignitions of catastrophic wildfires, 0 harm to the environment and 0 harm to ourselves or the public.

To be clear, we know our past does not define our future. We are writing the next chapter of this iconic company right now, a chapter of redemption. Welcome to the new era at PG and E. We are glad to have you with us. I also want to thank our 3 labor unions, which represent more than half of our employees.

The International Brotherhood of Electric Workers, Local 1245, the Engineers and Scientists of California Local 20 and Service Employees International Union Local 20 fourseven. We couldn't be successful without their partnership. Thank you. With the remainder of our time, we'll turn to general questions from shareholders with the support of members of our leadership team. We received questions from shareholders through the voting portal in advance of the meeting and respond to those questions here.

We have a lot to get through, so we appreciate your patience and we will do our best to get through as much as possible. To start us off, we've received a number of questions about the dividend. The first question is, what when are you going to pay a dividend and what about preferred dividends? Thank you for the question. We're very aware of the importance of dividends to utility investors like yourself.

We understand the frustration and disappointment of our shareholders on this. In our agreement with the Governor of California and as part of our plan of reorganization from bankruptcy, we agreed that we would not pay a corporation common dividend until we recognized $6,200,000,000 in non GAAP core earnings. We've not provided guidance on the timing of the preferred dividends, but these dividends will continue to accrue. We know that we need to do what we need to do to restore the dividend and we're working hard to get there. Okay.

Our next question is, what is PG and E doing to combat climate change? Well, for PG and E and for California, serving our planet means continuing our leadership role delivering clean energy to our customers. In 2020, 88% of our bundled sales were from greenhouse gas free sources of energy. That's more than twice the average among U. S.

Utilities. We continue to deliver some of the nation's cleanest energy and we are well on our way to meet the state's goal of 50% renewable energy by 2,030. We're committed to providing clean transportation programs and incentives that are affordable and easy to use and that help California meet its clean air and GHG emission reduction goals. We continue to actively support the state's goals of 5,000,000 emission vehicles on the road by 2,030. The state has big plans for EVs and we will help by continuing to install EV charging stations as well as provide education and incentives to our customers who want to buy EVs.

As part of our broader commitment to address climate change, we launched the 1,000,000 Ton Challenge, a voluntary 5 year carbon reduction goal for Pacific Gas and Electric Company's operations. The goal is to avoid 1,000,000 tons of cumulative GHG emissions from our operations from 2018 through 2022. We're just a few years in and already we've avoided over 800,000 tons of GHG emissions through our efforts. I'm very proud of that. The next question is, how are you going to prevent any more catastrophic wildfires?

Well, I will definitely tell you that this is a top priority for us. Safety is so important and we're focused on using the best available technologies to reduce the wildfire risk facing our customers and our communities. We're facing an extreme and dangerous wildfire season due to the drought conditions in Northern California. In response, we're making important investments to our 2021 wildfire mitigation plan that help further reduce the potential for wildfires associated with the electrical equipment and high fire threat areas. We've established goals that we've shared with the state on things like vegetation management and we're executing against those plans as we speak.

We've updated our risk modeling so that we can see more information in real time about conditions that could turn a small fire into a major fire. This also allows us to more accurately prioritize our efforts in the highest risk areas. We're using the improved risk model to guide where the work will be performed with the assistance of a team of former fire chiefs and fire professionals, so that we know we're focused on the right things. Public safety power shutoffs are and will continue to be a measure of last resort as we continue harden our system and make progress on all of our wildfire risk reduction efforts. We understand the impacts that turning off power has on our customers and it is not something that we take lightly.

We're working with local leaders so that we can make sure we provide the right and we can't afford to lose focus on safety. We're not where we need to be, but we are working to get it right. Our website is a great place to look if you want more information about safety and vegetation management. The next question is on a related note. What are you doing to upgrade the electrical systems to make them safer?

Well, one of the key things that we're doing to improve safety on our electrical system in addition to our vegetation management programs and enhanced inspections is called system hardening, which includes strategies such as stronger poles, covered lines and insulated conductors. Let's use Sonoma County as an example, because we have a specific question in fact from a shareholder about Sonoma County. So in Sonoma, we've made a great deal of safety improvements in 2020. We increased the number of weather stations to more than 60 and increased the number of high definition cameras to 11. These tools help us gain situational awareness to detect and respond to wildfires.

And to date, we've been through 67 lines of system hardening. I also want to share a story that showcases how we are listening and responding when it comes to our wildfire mitigation work. We heard that some of our customers in Oakmont in Sonoma County, they were worried about the PSPS event. We were able to partner with Oakmont to install specialized equipment that allows us to make our PSPS events more targeted and more precise. This is a win win.

We're still able to de energize the lines when safety requires it, but we help these customers keep their lights on as much as possible. We're continuing to build and evolve on this work in our 2021 wildfire mitigation plan. Another way we make our electric system safer is by undergrounding equipment and we have a question about undergrounding. As shareholders, why you would want to ask about undergrounding. It has the potential to reduce our risk and it's a capital investment infrastructure.

I can tell you that we're looking for where undergrounding can make a good long term sense and mitigation and we'll do it wherever it does make sense. Okay. The next question in the queue is asking about our commitment to diversity and inclusion. I'm actually going to ask our Chair, Bob Flexom to support me on this one. I'll talk about the companies and then Bob you can talk about the Board.

So I'll start by saying at PG and E, we're committed to putting diversity and inclusion at the heart of everything we do. We want our coworkers to experience a sense of belonging at PG and E. How do we do this? Well, from day 1, we focus on employee development to level the playing field and we have an ongoing commitment to diversity among our leadership team. Today, 60% of our management brings diversity in terms of race or gender or both.

I'm proud to say that 46% of our co workers are ethnic minorities, 27% are women and 7% are military veterans. We also invest in our communities. We're committed to cultivating an inclusive supply chain for a diversity of small businesses. In 2020, we spent almost 40% of our total procurement with suppliers owned by women, ethnic minorities, LGBTQ individuals and service disabled veterans. Bob, what about the diversity on the Board of Directors?

Speaker 1

Thanks, Patti. I am proud to be a member of the diverse and talented team. We're not only diverse in terms of race and gender, but we also bring a diverse set of skills, all relevant for the communities we have the privilege of serving. Each director is on our Board because they bring a diverse list of qualities that we value. We have Board members with utility background as well as experts in nuclear, cybersecurity, emergency management and audit.

We also consider important public policy issues such as diversity and representations from regions PG and E serves. When we consider Board membership, there are communities that feel our Board isn't as reflective of all communities as it could be. Specifically, I've had conversations with members of the Latinx community on that. We hear you and the Board will continue to focus on this in our nominating process. What else do we have in the queue, Patty?

Speaker 5

Well, another great question. It asked, how can I partake in or participate in regulatory proceedings so that I can make sure my opinions are heard? Well, it's nice to hear from someone who wants to participate in the process. The CPUC actually does provide opportunities for members of the public to participate. If you go to the CPUC website, they have a section about how to give them comments and feedback on different matters that they are considering.

They also hold public participation hearings on key issues such as our general rate case. The regulatory process in California is pretty complicated, but it's so important to our communities day in and day out. I admire anyone who wants to take the time to understand how it works and make their voice heard. Okay. The next question is about our incentive program.

1 shareholder would like to know more about it, but another shareholder wants to know, shouldn't compensation for executives be commensurate with the performance of PG and E? Bob, how about I turn this one over to you too?

Speaker 1

Thanks, Fanny. The company's incentive programs are aligned with our fundamental belief that safety is paramount, as well as a focus on customer welfare and financial stability. When the Board was considering performance metrics, we wanted to make sure we had a robust and measurable goals in these key areas. We want to drive the right behavior, so the metrics are outcome based and we reflected the insight from our regulators as well. We also made sure that our executive compensation is both aligned with market standards and designed to protect shareholder interest.

We agree that compensation should follow results. The compensation committee designs performance measures to do just that, but also has the discretion to adjust compensation to reflect performance. In fact, in 2020, we exercised that discretion and we reduced the performance based equity award payouts of key officers to 0 and also reduce the payouts for the 2020 short term incentive awards. Our goal in the long run is for PG and E to achieve these targets and to continue to be able to retain and attract top talent. Back to you, Patty.

Speaker 5

Thanks, Bob. Okay. What do we have next? The next question says, when will Gallagher Fiduciary lift the 20% limit into the PG and E Stock Fund on planned participants? I'm guessing that this is an employee shareholder because the question is referring to the 401.

In 2019, PG and E hired an independent fiduciary to manage the company's stock fund. We did this so that there could be no conflict of interest in offering the stock fund to employees. Many companies that offer company stock to their 401 plans do this, whether they are in financial distress or not. It was the independent fiduciary's decision to impose the 20% limit, and it is their decision as to whether that remains or not. Of course, employees are free to purchase PG and E stock without limits outside the 401 plan subject to insider trading loss.

The next question, does the Board of Directors support the Black Lives Matter movement? If so, why? Well, you've already heard us talk about the company's leadership commitment to diversity. Let me hand it back to you, Bob, to talk about the Board's commitment.

Speaker 1

Thanks, Patty. We understand that people have differences of opinion on the approach to achieving racial justice. PG and E has a longstanding commitment to the values of diversity and inclusion. We support the goals and the desire for change that Black Lives Matter represents. We recognize the unique moment we're in and that our words and actions matter.

The aims of equal, fair and respectful treatment underpin our support of not just Black Lives Matter, but other causes for social justice as well. That is why we've been active and vocal supporters of movements to support equal rights and we will continue to do so.

Speaker 5

Thanks, Bob. The next question is, does PG and E's common stock have any value? Well, the good news is, yes. Yes, it does. Our bankruptcy was a reorganization, not a liquidation, so we are still here.

And we are committed to increasing the value over the next few years by focusing on the triple bottom line, serving people, planet and California's prosperity and getting back to the dividend at the right time. All right, we're going to address one final question. Bob, one more question for you. Is this the right management team for the future? When will we see real change?

Speaker 1

Since the day that Patty arrived, she's been putting together a team of senior leaders to take PG and E into a stronger, better future. We've been able to attract talented leaders with significant utility experience, including Adam Wright, our Chief Operating Officer Marlene Santos, the top customer facing executive and Jason Glickman, who has significant experience in utilities and renewables. The team is focused on improving, problem solving and building a new PG and E focused on our customers. I'm excited for what the future holds. Thanks, Patty, and thanks everyone for your questions.

Speaker 5

Well, we have now concluded the question and answer portion of our meeting. Thank you for your questions and interest. We also thank you for your continued investment in PG and E. Thanks for joining us today. Have a safe day.

Powered by