Enters Agreement with BlueMountain; Intends to
Expand Board at 2019 Annual Meeting and Commence Search for an
Additional Independent Director with Clean Energy
Expertise/Experience
PG&E Corporation (NYSE: PCG) today announced additional
changes to the Boards of Directors (the “PG&E Boards” or the
“Boards”) of the Corporation and Pacific Gas and Electric Company
(together, the “company”) as well as actions aimed at strengthening
the company’s safety culture.
Fred Buckman, former CEO of Consumers Energy and PacifiCorp, has
been appointed to the Boards as a new independent director,
effective immediately. Dr. Buckman will replace Richard Kelly, who
has resigned as a director of each of the Boards. PG&E also
will be hiring Christopher Hart, former chairman of the National
Transportation Safety Board, to serve as a special independent
safety advisor. Mr. Hart will report directly to PG&E
Corporation CEO and President, Bill Johnson. These announcements
follow constructive engagement between PG&E and BlueMountain
Capital Management, LLC (together with its affiliates,
“BlueMountain”).
“On behalf of the Boards of Directors, I want to thank Dick
Kelly for his service and the significant contributions he made to
the PG&E Boards over the past six years,” said Nora Mead
Brownell, Chair of the Board of PG&E Corporation.
Ms. Brownell continued, “We welcome Fred Buckman to the PG&E
Boards. Dr. Buckman brings years of utility operations experience
over a multi-state service region, including California, and we are
confident his industry background will complement the strengths and
expertise of PG&E’s substantially refreshed Boards. Dr. Buckman
shares our core belief that safety and operational excellence are
critical to the success of PG&E, and is committed to ensuring
that these remain the Boards’ highest priorities.”
“We are also pleased to welcome Christopher Hart as an
independent safety advisor,” said John Simon, Interim Chief
Executive Officer of PG&E Corporation. “As we enter another
fire season, we can’t overemphasize the importance of safety.
Retaining a former industry regulator with Mr. Hart’s expertise
reflects that commitment to strengthening our safety culture. He
brings years of administrative experience overseeing complex,
hazardous industries to ensure they operate safely. We welcome his
insights as we confront the growing wildfire threat and commit to
advancing the highest standards of transparency and safety.”
In connection with the changes announced today, the company will
propose to increase the maximum size of the PG&E Corporation
Board to 15 directors, to be voted on at the Annual Meeting. In
filling the fifteenth director position, the PG&E Boards will
be focused on identifying candidates with strong clean energy/clean
technology experience, a background in network and customer
technology, strong ties to California, and expertise in
California’s clean energy goals. This agreement further exemplifies
PG&E’s commitment to engaging and working with its shareholders
and stakeholders to address the state’s evolving energy
challenges.
“We appreciate the PG&E Boards’ efforts to engage
constructively with shareholders,” commented Andrew Feldstein,
BlueMountain’s Co-Founder and Chief Investment Officer. “We believe
the changes and other undertakings announced today reflect the
Boards’ commitment to improving their governance and oversight. We
would also like to acknowledge our independent nominees, whom we
have come to know through this process. We thank them for their
participation as they return to their individual endeavors now that
our nominee slate has been withdrawn.”
PG&E and BlueMountain have entered into an agreement under
which BlueMountain will vote all of its shares in favor of each of
the company’s Board nominees at the joint 2019 Annual Meeting of
Shareholders of PG&E Corporation and Pacific Gas and Electric
Company. In addition to withdrawing its slate of directors for
election at PG&E’s Annual Meeting, BlueMountain will also abide
by customary standstill provisions and voting commitments.
Additional information about today’s announcement will be included
in a Form 8-K Report that will be filed with the U.S. Securities
and Exchange Commission (the “SEC”).
About Fred Buckman
Dr. Frederick W. Buckman formerly served as the CEO of electric
and gas utilities PacifiCorp, Consumers Energy (f/k/a Power
Company), and Trans-Elect. Dr. Buckman also served as CEO of the
Shaw Power Group and a Managing Partner (Utilities) of Brookfield
Asset Management. He has served on the boards of companies focusing
on renewable energy and transmission reliability, including SPG
Solar, Gradient Resources and Smart Wires. Dr. Buckman brings more
than 35 years of experience in operations and management of
companies recognized for safe, reliable and economic utility
operations.
About Christopher Hart
Mr. Christopher A. Hart is the immediate past Chairman of the
National Transportation Safety Board, the federal agency that
investigates accidents in all modes of transportation (including
the gas pipeline explosion in San Bruno in 2010), determines what
caused them, and makes recommendations to prevent recurrences.
Following the natural gas distribution line explosions in Boston in
2018, he was engaged to advise on a statewide assessment of the
physical integrity of the gas distribution system, as well as the
operational management policies and practices of the distribution
companies. Mr. Hart is a well-known expert on improving safety in
complex and potentially hazardous industries, and he is the founder
of Hart Solutions LLC, a consulting firm that helps clients develop
collaborative safety and reliability improvements across a range of
complex industries.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company
headquartered in San Francisco. It is the parent company of Pacific
Gas and Electric Company (the “Utility”), an energy company that
serves 16 million Californians across a 70,000-square-mile service
area in Northern and Central California. Each of PG&E
Corporation and the Utility is a separate entity, with distinct
creditors and claimants, and is subject to separate laws, rules and
regulations. For more information, visit http://www.pgecorp.com. In
this news release, they are together referred to as "PG&E."
About BlueMountain Capital Management, LLC
BlueMountain Capital Management, LLC ("BlueMountain") is a
diversified alternative asset management firm managing
approximately $19 billion of assets. BlueMountain's diverse team of
professionals in New York and London is supported by the firm's
institutionalized and proprietary infrastructure, including
specialized operations and risk management technology. For more
information about BlueMountain, please visit:
www.bluemountaincapital.com.
Cautionary Statement Concerning Forward-Looking
Statements
This news release includes forward-looking statements that are
not historical facts, including statements about the beliefs,
expectations, estimates, future plans and strategies of PG&E
Corporation and the Utility. These statements are based on current
expectations and assumptions, which management believes are
reasonable, and on information currently available to management,
but are necessarily subject to various risks and uncertainties. In
addition to the risk that these assumptions prove to be inaccurate,
factors that could cause actual results to differ materially from
those contemplated by the forward-looking statements include
factors disclosed in PG&E Corporation's and the Utility's
annual report on Form 10-K for the year ended December 31, 2018,
and their subsequent reports filed with the Securities and Exchange
Commission (the “SEC”). Additional factors include, but are not
limited to, those associated with the Chapter 11 cases of PG&E
Corporation and the Utility that commenced on January 29, 2019.
PG&E Corporation and the Utility undertake no obligation to
publicly update or revise any forward-looking statements, whether
due to new information, future events or otherwise, except to the
extent required by law.
Additional Information
PG&E Corporation and the Utility intend to file a joint
proxy statement and other documents with the SEC in connection with
their solicitation of proxies for their 2019 Annual Meetings.
Investors and security holders are urged to read any such joint
proxy statement (and any amendments and supplements thereto), the
accompanying proxy card and other documents that have been or may
be filed with the SEC carefully and in their entirety as they
contain or will contain important information about the 2019 Annual
Meetings. Investors and security holders should read the joint
proxy statement carefully before making any voting or investment
decisions. Investors and security holders may obtain free copies of
these and other documents filed with the SEC by PG&E
Corporation and the Utility through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed by
PG&E Corporation and the Utility with the SEC will be available
on their website at http://investor.pgecorp.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20190422005581/en/
PG&E CorporationMedia Relations, 415-973-5930
BlueMountain Media ContactFinsburySara Evans / Andrew
Johnsonsara.evans@finsbury.com /
andrew.johnson@finsbury.com+1.646.805.2066 / +1.646.805.2044
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