PG&E Corporation

Shareholder Approval of PG&E Corporation 2021 Long-Term Incentive Plan (“2021 LTIP”) As reported below in

On April 7, 2021, Pacific Gas and Electric Company (the “Utility”) announced that its board of directors appointed Jason M. Glickman, 40, as Executive Vice President, Engineering, Planning, and Strategy of the Utility, effective May 3, 2021. Mr. Glickman will serve as a principal executive officer of the Utility, together with Adam L. Wright, Executive Vice President, Operations and Chief Operating Officer, and Marlene M. Santos, Executive Vice President and Chief Customer Officer. Mr. Glickman is currently a Partner and the Global Head of Utilities and Renewables at Bain & Company . He became a Partner in 2014 and the Global Head of Utilities and Renewables in March 2020. His work focuses on advising leading energy ecosystem companies on large-scale transformation, spanning strategy and sustainability, as well as cost and digital transformation. Prior to becoming a Partner, Mr.

On March 29, 2021, John Woolard informed PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) of his decision not to stand for re-election on their boards of directors at the companies’ 2021 annual meeting of shareholders. Mr. Woolard’s decision not to stand for re-election does not involve any disagreement on any matter relating to PG&E Corporation’s or the Utility’s operations, policies or practices. After the next election of directors, the board of directors of PG&E Corporation will consist of 14 members, and the board of directors of the Utility will consist of 15 members.

On March 24, 2021, PG&E Corporation announced that its Board of Directors appointed Christopher A. Foster, 42, as Executive Vice President and Chief Financial Officer of PG&E Corporation, effective March 20, 2021. Since September 26, 2020, Mr. Foster has been serving as Vice President and Interim Chief Financial Officer of PG&E Corporation. From April 2020 to September 26, 2020, Mr. Foster served as Vice President, Treasury and Investor Relations. From November 2017 to April 2020, Mr. Foster held senior positions within PG&E Corporation’s Investor Relations department, including as its Vice President, starting in December 2018. Mr.

On February 25, 2021, the Compensation Committee of the PG&E Corporation Board of Directors (the “Committee”) approved an amendment to the performance formula for performance shares granted to, among others, current and former officers of PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) for 2018 under the PG&E Corporation 2014 Long-Term Incentive Plan (the “LTIP”), as that formula was previously disclosed in the Amendment No. 1 on Form 10-K/A to PG&E Corporation and the Utility’s combined Annual Report on Form 10-K for the year ended December 31, 2019. The amendment permits the Committee to exercise discretion to adjust any performance score, including to zero.

On February 23, 2021, Pacific Gas and Electric Company (the “Utility”) announced that its board of directors appointed Marlene Santos, 60, as Executive Vice President and Chief Customer Officer of the Utility, effective March 15, 2021. Ms. Santos will serve as a principal executive officer of the Utility, together with Adam L. Wright, Executive Vice President, Operations and Chief Operating Officer. Ms. Santos is currently the President of Gulf Power Company , a subsidiary of NextEra Energy, Inc. Gulf Power Company provides electric power services for approximately 450,000 customers in eight counties throughout northwest Florida. Ms. Santos has been in that position since January 2019. Prior to that, Ms. Santos served as the Chief Integration Officer of NextEra Energy, Inc.

On February 9, 2021, the Compensation Committee of the PG&E Corporation Board of Directors (the “Compensation Committee”) approved a Short-Term Incentive Plan for 2021 performance (the “2021 STIP”), under which officers and employees of PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) are provided incentive-based cash compensation based on metrics that are designed to align their interests with those of PG&E Corporation and the Utility’s focus on near and long-term customer welfare (including safety and operational) and financial stability. A summary of the 2021 STIP is included below.

On January 26, 2021, PG&E Corporation announced that the board of directors (the “Utility Board”) of its subsidiary, Pacific Gas and Electric Company (the “Utility”) appointed Adam L. Wright, 43, as Executive Vice President, Operations and Chief Operating Officer of the Utility and a member of the Utility Board, effective February 1, 2021. Mr. Wright will serve as a principal executive officer of the Utility. As previously disclosed, effective upon Mr. Wright’s appointment, Sumeet Singh, Interim President, and Chief Risk Officer of the Utility, will return to his position as Senior Vice President and Chief Risk Officer of the Utility. Mr.

On December 29, 2020, the board of directors (the “Board”) of Pacific Gas and Electric Company (the “Utility”) appointed Sumeet Singh, Senior Vice President and Chief Risk Officer of the Utility, as Interim President, and Chief Risk Officer of the Utility, effective January 1, 2021. He is expected to continue in the interim role until a permanent selection is made. Mr. Singh will also continue to serve as Senior Vice President and Chief Risk Officer of PG&E Corporation. As previously disclosed, effective December 31, 2020, Michael A. Lewis will retire from his position as Interim President of the Utility. From August 1, 2020 to the present, Mr. Singh, 42, has served as Senior Vice President and Chief Risk Officer of PG&E Corporation and the Utility. In this role, Mr.

On November 18, 2020, PG&E Corporation (the “Corporation”) announced that its board of directors (the “Corporation Board”) appointed Patricia K. Poppe, 52, as the Corporation’s Chief Executive Officer and a member of the Corporation Board, effective January 4, 2021. Also on November 18, 2020, Pacific Gas and Electric Company (the “Utility”) announced that its board of directors (the “Utility Board”) appointed Ms. Poppe to the Utility Board, effective January 4, 2021. William L. Smith, who is currently serving as Interim Chief Executive Officer of the Corporation, will continue his service as a director on the Corporation Board and Utility Board. Ms.

As previously reported, on July 1, 2020, the board of directors of PG&E Corporation appointed eleven new directors and the board of directors of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, appointed eight new directors. Also as previously reported, Jessica L. Denecour, Robert C. Flexon and Michael R.

Amendments to PG&E Corporation Officer Severance Policy On September 24, 2020, the Compensation Committee of the Board of Directors of PG&E Corporation (the “Compensation Committee”) approved amendments to the PG&E Corporation 2012 Officer Severance Policy (the “Severance Policy”), which provides benefits to officers of both PG&E Corporation and Pacific Gas and Electric Company (the “Utility”).

(c) Appointment of Interim Chief Financial Officer of PG&E Corporation As previously reported on September 17, 2020, Jason P. Wells, PG&E Corporation’s Executive Vice President and Chief Financial Officer resigned from his positions effective September 25, 2020. On September 21, 2020, the Board of Directors of PG&E Corporation appointed Chris Foster as Interim Chief Financial Officer of PG&E Corporation, effective September 26, 2020. From April 2020 to present, Mr. Foster, 42, has served as Vice President, Treasury and Investor Relations. From November 2017 to April 2020, Mr. Foster held senior positions within PG&E Corporation’s Investor Relations department, including as its Vice President starting in December 2018. Mr.

Departure of Chief Financial Officer On September 14, 2020, Jason P. Wells, Executive Vice President and Chief Financial Officer of PG&E Corporation, informed PG&E Corporation that he is resigning from his positions effective September 25, 2020, to become the chief financial officer of another investor owned utility. Mr. Wells’ resignation does not involve any disagreement on any matter relating to PG&E Corporation’s operations, policies or practices.

Pacific Gas and Electric Company Interim President As previously disclosed, effective August 1, 2020, Michael A. Lewis became Interim President of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation. On August 31, 2020, the Board of Directors of the Utility approved a supplemental award for Mr. Lewis, in connection with his new role. Mr. Lewis will receive an award of $50,000 in the form of a performance share award (“performance shares”).

On August 16, 2020, the Compensation Committee of the Board of Directors of PG&E Corporation approved retention awards for the following named executive officers as described below: ● John Simon, Executive Vice President, General Counsel and Chief Ethics & Compliance Officer of PG&E Corporation, will receive a retention award of $1,312,500 in the form of restricted stock units (RSUs). The RSUs will be subject to time-based vesting requirements, with 50% of such RSUs vesting on August 13, 2021 and the remaining 50% vesting on August 13 , 2022. ● Jason Wells, Executive Vice President and Chief Financial Officer of PG&E Corporation, will receive a retention award of $1,312,500 in the form of RSUs. The RSUs will be subject to time-based vesting requirements, with 50% vesting on August 13 , 2021 and the remaining 50% vesting on August 13 , 2022.

Director Appointment On August 1, 2020, the board of directors of Pacific Gas and Electric Company (the “Utility”) appointed Michael Lewis as a director of the Utility, effective immediately. As previously disclosed, Mr. Lewis will also assume the role of Interim President of the Utility. In accordance with the Utility’s Corporate Governance Guidelines and as described in PG&E Corporation’s and the Utility’s Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2020, Mr. Lewis, as a current employee of the Utility, will receive no additional compensation for his service as a director. From January 2019 to present, Mr. Lewis, 58, has served as Senior Vice President, Electric Operations, of the Utility. In this role, Mr. Lewis oversees all of the Utility’s electric transmission and distribution grid operations for the company’s service area.

On July 29, 2020, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the “Utility”), disclosed the following management changes: (i) effective August 15, 2020, Janet C. Loduca will step down from her position as Senior Vice President and General Counsel of PG&E Corporation and the Utility, (ii) effective August 15, 2020, John R. Simon will be appointed Executive Vice President, General Counsel and Chief Ethics & Compliance Officer of PG&E Corporation and the Utility, (iii) Andrew M. Vesey will no longer serve as Chief Executive Officer and President of the Utility, effective as of August 1, 2020, and will no longer serve as a director of the Utility and (iv) effective August 1, 2020, Michael Lewis, Senior Vice President of Electric Operations of the Utility, will serve as Interim President of the Utility. Ms.

(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.

the appointment of eleven new directors to the Board of Directors (the “Board”) of the Corporation and the appointment of eight new directors to the Board (together with the Board of the Corporation, the “Boards”) of the Utility. New Chairs of the Boards and committee assignments had not been determined as of the filing of the Original Form 8-K. This Current Report on Form 8-K/A is being filed for the purpose of amending

Departure and Appointment of Directors As previously disclosed in

Departure and Appointment of Directors In connection with the implementation of the Plan, as of the Effective Date, the following directors will cease to serve on the board of directors of each of the Debtors: Richard R. Barrera, Nora Mead Brownell, Fred J. Fowler, Michael J. Leffell, Dominique Mielle, Meridee A. Moore, Eric D. Mullins, Kristine M. Schmidt and Alejandro D. Wolff. As previously disclosed in

As previously disclosed, on January 29, 2019, PG&E Corporation the Utility filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the U.S. Bankruptcy Court for the Northern District of California. PG&E Corporation’s and the Utility’s Chapter 11 cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company, Case No. 19-30088 (DM) (the “Chapter 11 Cases”). Also as previously disclosed, on October 4, 2019, the California Public Utility Commission (the “CPUC”) issued an Order Instituting Investigation to consider the ratemaking and other implications that will result from the confirmation of a plan of reorganization and other regulatory approvals necessary to resolve the Chapter 11 Cases (the “Chapter 11 Proceedings OII”).

On April 21, 2020, the boards of directors of PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the “Utility”), approved the following management changes: effective June 30, 2020, William D. Johnson will step down from his position as Chief Executive Officer and President of PG&E Corporation and resign from the boards of directors of PG&E Corporation and the Utility, and William L. Smith will serve as Interim Chief Executive Officer of the Corporation and his service as a director on the Boards of Directors of PG&E Corporation and the Utility will continue. Mr. Johnson’s resignation from such boards does not involve any disagreement on any matter relating to PG&E Corporation’s or the Utility’s operations, policies or practices. PG&E Corporation expects to file a Current Report on Form 8-K when Mr.

As previously disclosed, on January 29, 2019, PG&E Corporation (the “Corporation”) and Pacific Gas and Electric Company (the “Utility,” and together with the Corporation, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). PG&E Corporation CEO Compensation – Performance Measures On March 6, 2020, the independent members of the Board of Directors of PG&E Corporation (the “Corporation Board”) approved performance metrics and weightings for certain equity awards to be granted to William “Bill” Johnson, Chief Executive Officer (“CEO”) and President of the Corporation, which performance metrics and weightings are subject to the approval of the Bankruptcy Court. Mr.

the appointment of two new directors to the Board of Directors (the “Boards”) of the Corporation and the Utility. Committee assignments had not been determined as of the filing of the Original Form 8-K. This Current Report on Form 8-K/A is being filed for the purpose of amending

On November 12, 2019, Frederick W. Buckman, a member of the Boards of Directors (the “Boards”) of PG&E Corporation (the “Corporation”) and Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, notified the Corporation and the Utility of his decision to resign from the Boards of the Corporation and the Utility, effective immediately. Mr. Buckman’s resignation does not involve any disagreement on any matter relating to the Corporation’s or the Utility’s operations, policies or practices.

On October 11, 2019, each of the Boards of Directors (the “Boards”) of PG&E Corporation (the “Corporation”) and its subsidiary Pacific Gas and Electric Company (the “Utility”) elected William L. Smith and John M. Woolard as directors to its respective company, effective immediately. A copy of the related news release is attached to this report as Exhibit 99.1. Messrs. Smith and Woolard were identified as candidates pursuant to a search led by the Nominating and Governance Committee of the Board of the Corporation. Among other reasons, the candidates were selected based on their collective clean energy/clean energy technology expertise, ties to the State of California, and expertise relating to the achievement of California’s clean energy goals. The Boards of the Corporation and the Utility have not determined committee assignments for Messrs. Smith and Woolard.

As previously disclosed, in connection with Mr. Vesey ’ s appointment as Chief Executive Officer and President of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation (the “Corporation”), on August 9, 2019, the independent members of the Utility ’ s Board of Directors (the “Board”) approved certain terms and conditions of Mr. Vesey ’ s employment to be effective upon commencement of employment, which terms and conditions are subject to the approval of the U.S. Bankruptcy Court for the Northern District of California (the “ Bankruptcy Court ” ), where the Chapter 11 cases of the Corporation and the Utility are pending. Mr.

On September 11, 2019, the Board of Directors (the “Board”) of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation (the “Corporation”), elected Andrew M. Vesey, currently the Chief Executive Officer and President of the Utility, as a member of the Utility’s Board. (As previously reported, Mr. Vesey was appointed as the new Chief Executive Officer and President of the Utility on August 9, 2019.) Mr. Vesey also will join the Executive Committee of the Board of the Utility. Mr. Vesey will not receive additional compensation in connection with his election to the Board of the Utility.

On September 7, 2019, Kenneth Liang, a member of the Boards of Directors (the “Boards”) of PG&E Corporation (the “Corporation”) and Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, notified the Corporation and the Utility of his decision to resign from the Boards of the Corporation and the Utility, effective immediately. Mr. Liang’s resignation does not involve any disagreement on any matter relating to the Corporation’s or the Utility’s operations, policies or practices.

On August 9, 2019, the Board of Directors (the “Board”) of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation (the “Corporation”), appointed Andrew M. Vesey as the new Chief Executive Officer and President of the Utility, effective on August 19, 2019. Mr. Vesey, 64, has extensive experience as a senior officer at electric utilities in the United States and abroad, most recently serving as Managing Director and Chief Executive Officer of AGL Energy in Australia from 2015 to 2018. Prior to AGL Energy, Mr. Vesey spent 11 years at The AES Corporation as Chief Operating Officer, Executive Vice President, and Vice President. Mr. Vesey has also served as a consultant within the utility industry and as a senior leader at CitiPower Pty, Entergy Corporation, and Niagara Mohawk Power Corporation. In connection with Mr.

Item 8.01 Other Events As previously disclosed, on January 29, 2019, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the “Utility,” and together with PG&E Corporation, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company , Case No. 19-30088 (DM) (the “Chapter 11 Cases”).

On June 3, 2019, Jesus Soto Jr., Senior Vice President, Gas Operations of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, resigned from the Utility. Effective as of June 3, 2019, Melvin Christopher was appointed Vice President, Gas Operations and became a principal executive officer of the Utility. Mr. Christopher, 58, joined the Utility in 2011. He served as Senior Director, Gas System Operations of the Utility until May 2017, when he became Vice President, Gas Transmission and Distribution Operations of the Utility. He served in such position from May 2017 until his appointment as Vice President, Gas Operations. Mr.

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.

Appointment of New CEO and New Utility Director On April 10, 2019, the Board of Directors (the “Board”) of PG&E Corporation (the “Corporation”) formally appointed William D. Johnson as the new Chief Executive Officer and President of the Corporation, effective May 1, 2019. Also on April 10, 2019, the Board of Pacific Gas and Electric Company (the “Utility”) voted to appoint Mr. Johnson to the Utility’s Board, effective May 1, 2019. Mr. Johnson, 65, is concluding a six-year tenure as President and Chief Executive Officer of the Tennessee Valley Authority. In connection with Mr. Johnson’s appointment as Chief Executive Officer and President of the Corporation, on April 10, 2019, the independent members of the Board of the Corporation approved certain terms and conditions of Mr. Johnson’s employment, as described below, to be effective upon commencement of employment.

the appointment of ten new directors to the Board of Directors (the “Board”) of the Corporation and the appointment of nine new directors to the Board (together with the Board of the Corporation, the “Boards”) of the Utility. New Chairs of the Boards and committee assignments had not been determined as of the filing of the Original Form 8-K. This Current Report on Form 8-K/A is being filed for the purpose of amending

In connection with the previously announced Board refreshment process, on April 3, 2019, the Board of Directors (the “Board”) of PG&E Corporation (the “Corporation”) announced that ten new directors (the “New Directors”) would be appointed to the Corporation’s Board, effective as of the Corporation’s next in-person Board meeting, to be held as soon as practicable (the “Effective Time”). The New Directors that are expected to join the Corporation’s Board at the Effective Time are: Richard R. Barrera, Jeffrey L. Bleich, Nora Mead Brownell, Cheryl F. Campbell, Michael J. Leffell, Kenneth Chi Chu Liang, Dominique Mielle, Meridee A. Moore, Kristine M. Schmidt and Alejandro Wolff. It also is expected that nine of the ten New Directors, with the exception of Ms. Brownell, will join the Board of Pacific Gas and Electric Company (the “Utility”), effective as of the Effective Time.

On March 25, 2019, Steven E. Malnight, Senior Vice President, Energy Supply and Policy of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, notified the Utility and PG&E Corporation that he will resign and leave the Utility on April 12, 2019 to join another company outside of California.

On January 25, 2019, the Board of Directors of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, approved a revision to the compensation of Jesus Soto, Jr., Senior Vice President, Gas Operations of the Utility and a principal executive officer of the Utility. Effective January 25, 2019, Mr. Soto’s annual base salary will increase from $500,000 to $575,000. - 2 -

On January 14, 2019, Roger H. Kimmel resigned from the boards of directors of PG&E Corporation (the “Corporation”) and its regulated utility subsidiary, Pacific Gas and Electric Company (the “Utility”), effective immediately. Mr. Kimmel’s resignation from such boards does not involve any disagreement on any matter relating to the Corporation’s or the Utility’s operations, policies or practices. As previously announced on January 4, 2019, the boards of directors of the Corporation and the Utility are in the process of searching for new directors and are currently interviewing several candidates.

On January 13, 2019, the boards of directors of the Corporation and the Utility approved the following management changes, effective immediately: Geisha J. Williams stepped down from her position as Chief Executive Officer and President of the Corporation and resigned from the boards of directors of the Corporation and the Utility, and John R. Simon was appointed as Interim Chief Executive Officer of the Corporation. Ms. Williams’ resignation from such boards does not involve any disagreement on any matter relating to the Corporation’s or the Utility’s operations, policies or practices. Ms. Williams is entitled to receive severance benefits under the PG&E Corporation Officer Severance Policy, as described in the most recent joint proxy statement of the Corporation and the Utility. From March 2017 to the present, Mr.

On January 4, 2019, the Board of Directors of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, elected Michael A. Lewis to the role of Senior Vice President, Electric Operations of the Utility, effective January 8, 2019. He will report to the Board of Directors of the Utility. Mr. Lewis will succeed Patrick M. Hogan as a principal executive officer of the Utility, effective January 8, 2019. Mr. Hogan will retire from the Utility on January 28, 2019. Mr. Lewis, 56, has served as Vice President, Electric Distribution Operations of the Utility since August 2018.

Appointment and Compensation of Certain Officers; Departure of Director As previously disclosed, on July 12, 2018, Nickolas Stavropoulos notified PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the “Utility”), of his decision to retire from the role of President and Chief Operating Officer of the Utility and from the Board of Directors of the Utility effective September 30, 2018. The Utility is conducting a search for a successor to Mr. Stavropoulos. On August 21, 2018, the Board of Directors of the Utility took the following actions, to be effective September 1, 2018: · elected Steven E. Malnight to the role of Senior Vice President, Energy Supply and Policy of the Utility, and · determined that Mr. Malnight, along with Patrick M.

On July 12, 2018, Nickolas Stavropoulos, President and Chief Operating Officer and a member of the Board of Directors of Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, notified PG&E Corporation and the Utility of his decision to retire from his role as President and Chief Operating Officer of the Utility and from the Utility’s Board of Directors effective September 30, 2018. Mr. Stavropoulos will be entitled to the retirement and pension benefits as disclosed in the companies’ most recent joint proxy statement. Mr. Stavropoulos will not receive any severance payments or other severance benefits. A copy of the related news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.