PG&E (PCG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with four key proposals: election of directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and approval of a new Employee Stock Purchase Plan.

• Continued focus on safety, wildfire prevention, clean energy, and affordability, with significant capital investments and operational cost reductions reinvested to benefit customers.

• 98% of delivered electricity was greenhouse-gas free in 2024; major progress in undergrounding powerlines and wildfire risk mitigation.

• Executive compensation is strongly performance-based, with 76% of NEO pay tied to operational and financial metrics.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of directors, (2) advisory approval of executive compensation, (3) ratification of Deloitte & Touche LLP as independent auditor, and (4) approval of the 2025 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 24, 2025, are eligible to vote; voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board is led by an independent chair; all non-executive directors are independent.

• Board composition reflects diversity in gender, ethnicity, and skills, with annual evaluations and director refreshment processes.

• Committees include Audit, People and Compensation, Finance and Innovation, Sustainability and Governance, and Safety and Nuclear Oversight.

• Shareholder rights include annual director elections, majority voting, proxy access, and no supermajority or poison pill provisions.