Securities Registration: Employee Benefit Plan (s-8)
June 30 2020 - 9:12AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 29, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PG&E CORPORATION
(Exact name of registrant as specified in its charter)
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
(Address of principal executive offices) (zip code)
PG&E CORPORATION 2014 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
Janet C. Loduca
Senior Vice President and General Counsel
P.O. Box 770000 77 Beale Street
San Francisco, California 94177
(Name and address of agent for service)
(415) 973-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
(1) The registration fee was calculated pursuant to Rules 457(h)(1) and 457(c) of the Securities Act of 1933, on the basis of the average of the high and low prices of the registrant’s common stock on June 26, 2020, as reported on the New
York Stock Exchange, which was $9.54.
Pursuant to Rule 416, this registration statement also covers securities that may be offered under the above referenced plan to prevent dilution resulting from stock splits, dividends, or similar transactions.
EXPLANATORY STATEMENT
This Registration Statement is filed by PG&E Corporation (the “Registrant” or the “Company”) pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form S-8 previously filed on
May 12, 2014 (No. 333-195902) are incorporated by reference herein and made a part hereof, except as supplemented, amended or superseded by the information set forth below. This Registration Statement on Form S-8 is filed by the Company to register
an additional 30,000,000 shares of common stock, no par value ( the “Common Stock”), that may become issuable under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”). The Plan has been amended to authorize an additional
30,000,000 shares of Common Stock for issuance under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The legality of the common stock to be offered under the above-referenced plan will be passed upon by Brian M. Wong, Vice President, Deputy General Counsel, and Corporate Secretary for PG&E Corporation. Mr. Wong
beneficially owns 2,073 shares of PG&E Corporation common stock, and holds restricted stock units that are expected to vest into an additional 1,575 shares of PG&E Corporation common stock.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of San Francisco, State of California, on the 29th day of June, 2020.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated.
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*MERIDEE A. MOORE
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MERIDEE A. MOORE
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Director
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June 29, 2020
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*ERIC D. MULLINS
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ERIC D. MULLINS
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Director
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June 29, 2020
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*KRISTINE M. SCHMIDT
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KRISTINE M. SCHMIDT
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Director
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June 29, 2020
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*ALEJANDRO D. WOLFF
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ALEJANDRO D. WOLFF
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Director
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June 29, 2020
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*JOHN M. WOOLARD
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JOHN M. WOOLARD
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Director
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June 29, 2020
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*By: /s/ BRIAN M. WONG
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