Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Modified Compensatory Plan

On April 29, 2020 the Board of Directors of PG&E Corporation approved an amendment to the PG&E Corporation 2014 Long-Term Incentive Plan (the "2014 LTIP"), increasing the maximum number of shares available for issuance under the 2014 LTIP by 30 million shares, to reflect anticipated needs for 2020 and 2021 LTIP awards. The Amendment became effective as of July 1, 2020 as a result of the effectiveness of the Debtors' and Shareholder Proponents' Joint Chapter 11 Plan of Reorganization dated June 19, 2020 filed with the U.S. Bankruptcy Court for the Northern District of California [Docket No. 8048] . A copy of the Amendment is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit
No.        Description
  10.1       Amendment to the 2014 Long-Term Incentive Plan, effective as of July
           1, 2020.
104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.

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