PG&E : Additional Proxy Soliciting Materials (definitive)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: April 22, 2019

(Date of earliest event reported)

Commission	Exact Name of Registrant	State or Other Jurisdiction of	IRS Employer
File Number	as specified in its charter	Incorporation or Organization	Identification Number
1-12609	PG&E CORPORATION	California	94-3234914
1-2348	PACIFIC GAS AND ELECTRIC COMPANY	California	94-0742640

77 Beale Street	77 Beale Street
P.O. Box 770000	P.O. Box 770000
San Francisco, California 94177	San Francisco, California 94177
(Address of principal executive offices) (Zip Code)	(Address of principal executive offices) (Zip Code)
[phone]	[phone]
(Registrant's telephone number, including area code)	(Registrant's telephone number, including area code)

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):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	PG&E Corporation	☐
Emerging growth company	Pacific Gas and Electric Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

PG&E Corporation	☐
Pacific Gas and Electric Company	☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 22, 2019, PG&E Corporation (the "Corporation") entered into a Settlement Agreement (the "Settlement Agreement") with BlueMountain Capital Management, LLC ("BlueMountain").

Also on April 22, 2019, Richard C. Kelly resigned from the Board of Directors (the "Board") of the Corporation and the Board of Directors (together with the Board of the Corporation, the "Boards") of Pacific Gas and Electric Company (the "Utility"). In connection with the execution and delivery of the Settlement Agreement, and effective upon such resignation, Frederick W. Buckman was appointed to fill the resulting vacancies on the Boards.

Pursuant to the terms of the Settlement Agreement, the Corporation has agreed to propose an amendment, and recommend that the Corporation's shareholders vote in favor of such amendment at the 2019 annual meeting of the shareholders of the Corporation, to the Corporation's Restated Articles of Incorporation to increase the maximum size of the Board to fifteen members. Under the Settlement Agreement, subject to the approval of such amendment by the shareholders of the Corporation, the Boards will endeavor to select a person to be appointed to each of the Boards, taking into account such person's clean energy/clean energy technology expertise, ties to the state of California, and expertise relating to the achievement of California's clean energy goals. In addition, the Corporation has agreed to engage Christopher A. Hart to provide consulting services to the Chief Executive Officer of the Corporation regarding matters of safety.

The Settlement Agreement also includes, among other provisions, certain standstill commitments by BlueMountain and non-disparagement and voting commitments by each of BlueMountain and the Corporation. The description of the Settlement Agreement contained herein is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

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

On April 22, 2019, Richard C. Kelly resigned from the Boards. The resignation of Mr. Kelly from the Boards does not involve any disagreement on any matter relating to the Corporation's or the Utility's operations, policies or practices. Also on April 22, 2019, in connection with the execution and delivery of the Settlement Agreement, Frederick W. Buckman was appointed to fill the resulting vacancies on the Boards.

The description of the Settlement Agreement contained herein is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

Item 8.01. Other Events

On April 22, 2019, the Corporation issued a press release announcing, among other things, the entry into the Settlement Agreement, the resignation of Richard C. Kelly and the addition of Frederick W. Buckman to the Boards. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit 10.1Settlement Agreement, dated April 22, 2019, by and between PG&E Corporation and BlueMountain Capital Management, LLC.

Exhibit 99.1 Press release issued by PG&E Corporation on April 22, 2019.

SIGNATURES

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 thereunto duly authorized.

PG&E CORPORATION

Dated: April 22, 2019	By:	/s/ LINDA Y.H. CHENG
		LINDA Y.H. CHENG
		Vice President, Corporate Governance and
		Corporate Secretary
	PACIFIC GAS AND ELECTRIC COMPANY
Dated: April 22, 2019	By:	/s/ LINDA Y.H. CHENG
		LINDA Y.H. CHENG
		Vice President, Corporate Governance and
		Corporate Secretary

Exhibit 10.1

Execution Version

SETTLEMENT AGREEMENT

This Settlement Agreement (this " Agreement") is entered into and effective as of April 22, 2019, by and among PG&E Corporation, a California corporation (for itself and on behalf of the Utility (as defined below), the " Company"), and BlueMountain Capital Management, LLC, a Delaware limited liability company (for itself and on behalf of BMCA (as defined below), " BlueMountain" and, together with the Company and the Utility, the " Parties").

WHEREAS , on January 29, 2019, the Company and Pacific Gas and Electric Company, a California corporation (the " Utility") voluntarily commenced bankruptcy cases under Chapter 11 of the United States Bankruptcy Code (the " Bankruptcy Code") in the United States Bankruptcy Court for the Northern District of California (together with any related or ancillary proceedings, the " Chapter 11 Cases");

WHEREAS , pursuant to Article I, Section 2 of the Bylaws of the Company (the " Bylaws"), on March 1, 2019, Blue Mountain Credit Alternative Master Fund L.P., a limited partnership organized under the laws of the Cayman Islands and managed by BlueMountain (" BMCA"), delivered written notice to the Company (the " Notice") nominating 13 persons, including each of Frederick W. Buckman (" Buckman") and Christopher A. Hart (" Hart"), for election to the Board of Directors of the Company (the " Company Board") and proposing other business for consideration at the 2019 joint annual meeting of shareholders of the Company and the Utility or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the " 2019 Annual Meeting"), and announced its intention to solicit proxies in favor of the election of such persons to the Company Board and the approval of such other business at the 2019 Annual Meeting (the " Potential Proxy Contest");

WHEREAS , representatives of the Company and BlueMountain have participated in discussions regarding their respective views on the proper composition of the Company Board and the merits of potential nominees for election or appointment to the Company Board;

WHEREAS , on April 3, 2019, the Company announced the appointment of 10 new directors to the Company Board, effective as of the next in-person meeting of the Company Board, and stated that the then-existing members of the Company Board (including the 10 newly appointed directors) and William D. Johnson (" Johnson") will stand for election to the Company Board at the 2019 Annual Meeting;

WHEREAS , on April 3, 2019, the Company also announced the appointment of 10 new directors to the Board of Directors of the Utility (the " Utility Board" and, together with the Company Board, the " Boards"), effective as of the next in-person meeting of the Utility Board, and stated that the then-existing members of the Utility Board (including the 10 newly appointed directors) and Johnson will stand for election to the Utility Board at the 2019 Annual Meeting;

WHEREAS , on April 9 and 10, 2019, such 10 new directors were seated on the Company Board, joining 3 continuing directors, with 7 previous directors resigning from the Company Board;

WHEREAS , on April 9 and 10, 2019, such 10 new directors were seated on the Utility Board, joining 3 continuing directors, with 7 previous directors resigning from the Utility Board, and on April 10, 2019, the Utility Board voted to appoint Johnson to the Utility Board effective May 1, 2019;

WHEREAS, each of the Parties has considered the qualifications of Buckman to serve on each of the Boards and of Hart to serve as a safety consultant to the Chief Executive Officer of the Company;

WHEREAS , each of the Parties believes that the appointment of Buckman to each of the Boards, the hiring of Hart as a safety consultant to the Chief Executive Officer of the Company, the nomination of Buckman for election to each of the Boards at the 2019 Annual Meeting, the identification and appointment of the Renewable Designee (as defined below) to each of the Boards and a consensual resolution of the Potential Proxy Contest are in the best interests of each of the Company and the Utility;

WHEREAS, the Parties have come to an agreement regarding the appointment of Buckman to each of the Boards, the hiring of Hart as a safety consultant to the Chief Executive Officer of the Company, the nomination of Buckman for election to each of the Boards at the 2019 Annual Meeting, the identification and appointment of the Renewable Designee to each of the Boards and certain other matters as set forth herein;

WHEREAS , effective as of the execution and delivery hereof, Richard Kelly has resigned from the Company Board and Buckman has been seated in the vacancy on the Company Board resulting therefrom; and

WHEREAS , effective as the execution and delivery hereof, Richard Kelly has resigned from the Utility Board and Buckman has been seated in the vacancy on the Utility Board resulting therefrom.

NOW, THEREFORE , in consideration of and reliance upon the material covenants and agreements of the Parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, it is hereby agreed by and among the Parties as follows:

1.Appointment and Nomination.

(a)The Company hereby represents and warrants to BlueMountain that, effective immediately after the execution and delivery hereof:

(i)Richard Kelly has resigned from the Company Board and all committees thereof and Buckman has been seated in the vacancy on the Company Board resulting therefrom; and

(ii)Richard Kelly has resigned from the Utility Board and all committees thereof and Buckman has been seated in the vacancy on the Utility Board resulting therefrom.

2