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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: February 23, 2021
(Date of earliest event reported)
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):
Securities registered pursuant to Section 12(b) of the Act:
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).
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.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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. from March
2015 to December 2018, overseeing NextEra Energy, Inc.’s
acquisition of Gulf Power Company, among others. Ms. Santos
also held various positions at Florida Power & Light Company
and its affiliates from December 1981 to December 2018, including
Vice President, Customer Service. Ms. Santos will cease her
role with Gulf Power Company prior to the effectiveness of her
appointment at the Utility.
In connection with Ms. Santos’s appointment, Ms. Santos will
receive an annual base salary of $825,000. Ms. Santos will be
eligible to participate in the Utility’s annual Short-Term
Incentive Plan, as in effect from time to time, with an initial
target participation rate of 90% of her base salary. Ms.
Santos will be eligible to participate in the Utility’s Long-Term
Incentive Plan (“LTIP”) with an initial target value of $2.6
million for 2021. Ms. Santos will receive a sign-on bonus of
$900,000 in cash, which is subject to clawback if she voluntarily
resigns within two years, and a one-time “make whole” award of
restricted stock units (“RSUs”) under the LTIP with a grant date
value of $3.8 million. These RSUs will vest 50% on each of
the first and second anniversaries of the grant date, which date
will be determined consistent with the Utility’s Equity Grant Date
Policy. This RSU award is designed to replace certain
long-term stock awards of Ms. Santos’s previous employer which she
forfeited, and to the extent she receives those awards from NextEra
Energy, Inc., the RSU award will be reduced by a corresponding
amount. All RSUs are subject to clawback under the Utility’s
recoupment policy. Ms. Santos will also be eligible to
receive executive benefits, as described in PG&E Corporation
and the Utility’s joint Annual Report on Form 10-K/A filed on March
31, 2020.
There are no arrangements or understandings between Ms. Santos and
any other persons pursuant to which she was selected as Executive
Vice President and Chief Customer Officer of the Utility.
Further, there are no family relationships between Ms. Santos and
any director or executive officer of PG&E Corporation or the
Utility. In addition, Ms. Santos has not been party to any
reportable transactions with PG&E Corporation or the Utility
pursuant to Item 404(a) of the Securities and Exchange Commission
Regulation S-K.
A copy of the related news release dated February 23, 2021 is
attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
