PG&E : 2024 Joint Proxy Statement

PROXY GUIDE

JOINT NOTICE OF 2024 ANNUAL MEETINGS OF SHAREHOLDERS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY

EXECUTIVE SUMMARY

PROPOSAL 1: ELECTION OF DIRECTORS OF PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY

Director Biographies.............................................................................................................................................................................

Governance ...........................................................................................................................................................................................

Operations .............................................................................................................................................................................................

Oversight................................................................................................................................................................................................

Related Person Transactions..............................................................................................................................................................

Compensation of Non-EmployeeDirectors .....................................................................................................................................

Share Ownership Information.............................................................................................................................................................

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION FOR PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY

Compensation Committee Report......................................................................................................................................................

Compensation Discussion and Analysis ...........................................................................................................................................

Executive Officer Compensation........................................................................................................................................................

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE AND TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY

Report of the Audit Committees .........................................................................................................................................................

USER GUIDE

Defined Terms .......................................................................................................................................................................................

Website Availability of Governance Documents ..............................................................................................................................

General Information about the 2024 Annual Meetings and Voting...............................................................................................

2025 Annual Meetings .........................................................................................................................................................................

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PG&E Corporation

Pacific Gas and Electric Company

April 4, 2024

In 2023, we constructed and energized 364 miles of underground powerlines-surpassing our goal of 350 miles and representing the most ever in a single year by PG&E and more than double the number of miles undergrounded in 2022. We successfully scaled the work, leading to a decrease in our unit cost to below $3 million per mile, 10% lower than our 2023 target.

Our Gas Operations and Diablo Canyon Power Plant continue their exemplary performance. We provided over 99% reliability in gas service for our customers last year. At Diablo Canyon, a cornerstone of electric reliability in California, we received regulatory approval to continue operating past its current licenses while our application to extend operations is under review.

We also continued our pursuit of a clean energy future. In 2023, we provided PG&E retail customers with 100% greenhouse-gas free electricity-an electricity mix that is among the cleanest portfolios in the world. We deployed our first fully renewable remote grid, protecting customers in a high-fire threat area with a safe, cost-effective, and clean solution. We reduced emissions from our natural gas pipelines by 20% two years ahead of schedule and connected multiple renewable natural gas supply locations to our pipelines.

Additionally, we issued our 2023 Research & Development Strategy Report and hosted our first-ever Innovation Summit to invite innovators to help us solve the challenges we face in building the energy system of the future. As a result, we're excited to be exploring dozens of solutions that further accelerate our progress.

Across our company, our Lean operating system continues to drive savings system-wide and helps us better deliver for our hometowns. This business approach focuses on greater visibility and ownership where the work is happening, allowing us to get more done with our customers' dollars without compromising safety.

Lean is one of the tools we're using to drive toward our long-term goal of limiting customers' bill growth to 2-4%. Last November, the California Public Utilities Commission approved our 2023-2026 General Rate Case to fund important safety and reliability investments for our customers and hometowns. While our customers have seen a larger bill increase initially, after 2024 we expect to see bills coming down and expect further reductions in 2026.

In late 2023, PG&E Corporation declared a cash dividend on its common stock for the first time since 2017. Reinstating the common dividend, which does not impact customer rates or bills, reflects PG&E's substantial progress in becoming a safe and stable utility that can now attract more long-term investors. We continue to invest the vast majority of our earnings back into our energy system.

We're proud of our progress in 2023, and we know we have much more to do to rebuild trust with all stakeholders. We remain steadfast in our work to deliver energy that is safe and reliable for the People we serve, that supports a healthy Planet for all, and that fosters Prosperity in our hometowns throughout Northern and Central California.

On behalf of our 28,000 PG&E coworkers, we're glad to have you on our journey as we write the next chapter of our story.

Sincerely,

1. "PG&E" or "companies" refer to both PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, or the "Utility."
2. Based on a comparison in the Utility's General Rate Case testimony of the wildfire risk score for a baseline risk level to a risk level reflecting the Utility's mitigation work. Risk scores are calculated using the scoring methodology established by the CPUC in the Safety Model Assessment Proceeding, which reflects the frequency with which various risks are expected to occur and the potential safety, reliability, and financial impacts of varying degrees of wildfire severity.

Joint Notice of 2024 Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company

designated individuals to vote on your behalf.

Voting Your Shares - Your Vote is Extremely Important

The deadline to vote is: 11:59 p.m. Eastern Time on May 15, 2024, or

11:59 p.m. Eastern Time on May 13, 2024, if you are a participant in PG&E's 401(k) Plan.

1. Holders of PG&E Corporation shares can access the 2024 Annual Meetings, vote, and ask questions atvirtualshareholdermeeting.com/PCG2024. Holders of Utility shares can access the 2024 Annual Meetings, vote, and ask questions at virtualshareholdermeeting.com/PCG-P2024.

Executive Summary

This executive summary highlights information to assist you in your review of the Joint Proxy Statement. The summary does not contain all of the information that you should consider, and you should read the entire Joint Proxy Statement carefully before voting.

Voting Roadmap

Named Executive Officers Core Pay Components (2023)

Select Awards and Recognitions in 2023

OVERVIEW

PG&E Corporation and the Utility together provide combined natural gas and electric utility service to approximately 16 million Californians-4.5 million and 5.5 million customer accounts, respectively. Our customers are at the heart of everything we do and why we strive to provide safe, reliable, affordable, and clean energy to our hometowns every day. They also look to us for grid innovation, clean energy technology, and support in achieving our state's ambitious carbon goals.1

PG&E by the Numbers

70,000

SQUARE MILES

Service area

16

MILLION

Customers served

People

1. The information in this section represents information for, or as of the end of, 2023, except where otherwise noted. Numbers have been rounded for presentation purposes. Information provided in graphics is qualified by descriptive language provided elsewhere in this section, if applicable.
2. Greenhouse gas-free resources include renewables, nuclear, and large hydroelectric power.
3. Eligible renewable resources include bio power, geothermal power, small hydroelectric, solar, and wind power.

WHERE WE ARE HEADED

Our purpose-delivering for our hometowns, serving our planet, and leading with love-is underpinned by a strong focus on safety, People, Planet, and California's Prosperity. With our True North strategy as the guidepost, our organizational design and regional service model are bringing us closer to the hometowns we serve. We restructured our service area into five regions-with leaders in each region to deliver improved public and employee safety, customer service, and operational reliability outcomes. And we are committed to designing an electric system that is resilient to climate change, decarbonized, and optimized to local and system needs.

We are building a culture of performance and continue to implement our Lean operating system, a core and foundational component of PG&E's Performance Playbook. We focus on five Lean "plays" designed to transform performance-visual management, operating reviews, problem solving, standardization, and waste elimination, the newest Lean play deployed in 2023. We have implemented a daily-weekly-monthly operating review process and aligned the organization around key performance indicators focused on safety, delivery, cost, quality, customer, and coworker morale. Our standardized problem solving process allows coworkers to identify, contain, and solve breakdowns in performance at the root cause. Waste elimination enables us to identify and eliminate inefficiencies in both process and workflow in a sustainable manner. We have accomplished this in part by delivering direct Lean training, coaching, and support to our coworkers.

We make decisions through a framework that prioritizes safety for everyone, rewards actions that prevent wildfires, and leads to a future carbon-neutral energy system, but we know that our work to improve is never done. For more information about performance and how it impacted pay, please refer to page 42.

Safety

Our commitment to safety is always at the forefront of everything we do. We are focused on keeping the public, our coworkers and our contractors safe. This commitment extends to all our operations, but it begins with our Stand that catastrophic wildfires shall stop. We are using the tools available to us, including Public Safety Power Shutoff (PSPS), Enhanced Powerline Safety Settings (EPSS), vegetation management, system hardening, and undergrounding. Additionally, we are seeing positive outcomes with PG&E's adaptive and systematic risk mitigation approach; specifically, we have achieved substantial reduction in CPUC-reportable ignition rates, relative to the prior six years (2017-2022).

In 2023, several key occupational safety performance indicators met or exceeded their targets, but there is still work to be done. In 2024, goals will be focused on preventing serious injuries and fatalities (SIFs) by providing tools to our coworkers (employees and contractors) such as the energy wheel, essential controls and human performance tools. The energy wheel is a visual tool that helps identify the 10 sources of energy, and assess and control the hazards associated with each form. We continue to hold our contractors to the same standards with our contractor safety program. We will continue to hold all of our coworkers accountable to completing work safely, stopping the job when new hazards are identified or if the work becomes unsafe, and promoting a culture where speaking up, listening up, and following up for safety is encouraged and expected. We continue to support the speak-up award program that recognizes employees for raising concerns that positively impact our culture. Also in 2024, the CPUC is expected to finalize the Safety Culture Assessment Order Instituting Rulemaking (OIR), which will regulate safety culture at the four California investor-owned utilities (IOUs), driving safety culture improvement by way of requiring assessments, surveys, and regular check-ins with the CPUC, intervenors, and the IOUs.

All of the work occurring in 2024 will build on the progress made in 2023 to understand our risks, prioritize our work, and implement essential controls to reduce risk. We continue to hold our coworkers accountable for their safety, for raising issues, and for engagement at all levels of the organization. Doing so will help us achieve our 2024 targets and meet our Stand that everyone and everything is always safe.

People

PG&E's human capital management objectives are to build an engaged, well-trained, diverse, and equitably-paid workforce. We attract and retain coworkers with stable, benefits-paying jobs, professional development, and growth opportunities paired with our focus on health, wellness, and joy at work. We want our coworkers to feel known, loved, and proud.

In 2023, PG&E established Diversity, Equity, Inclusion and Belonging (DEIB) Stands to reinforce our commitment to causing a culture where all coworkers feel they belong at PG&E:

Building upon the stands, PG&E developed its multi-year DEIB strategy that embeds the principles of DEIB into the fabric of who we are and what we do - seamlessly integrating them into the fundamental systems, processes and structures that guide and inform our work. The long-term goal is for leaders and coworkers to understand their role in causing a culture where all coworkers find it enjoyable to work with and for PG&E and feel they belong. The target outcome of the strategy and initiatives is US top quartile (78%) for overall DEIB performance by 2027; at top quartile seven out of 10 PG&E coworkers feel they belong at PG&E.

DEIB performance is measured in our Joy at Work survey using four nationally benchmarked questions. In 2023, PG&E achieved a baseline score of 71% for DEIB performance. The target DEIB performance target for 2024 is 75%.

Joy at Work

PG&E's all-coworker Joy at Work survey measures PG&E's culture as it relates to the four elements of joy captured in a Joy Index:

The Joy Index was established in 2022 and captures average (mean) favorability across all four measures achieving a baseline Joy Index score of 60%. The target Joy Index for 2024 is 70%.

The Joy on Wheels coworker recognition program was created to support increasing joy at work for leaders, coworkers and their teams. Through the program, coworkers nominate each other for specific actions that cause joy and are later recognized at work locations with a certificate, team photos and celebration.

Our Workforce Is Strong

We have built strong Diversity, Equity, Inclusion, and Belonging (DEIB) programs that foster a diverse, equitable, and inclusive culture and workforce.

Delivered 12 monthly all-coworker DEIB in Action learning series to build foundational knowledge and awareness of Diversity, Equity, Inclusion, and Belonging fundamentals and concepts. Learning series were facilitated by subject matter experts and covered topics ranging from microaggressions and micro- affirmations, bystander intervention, inclusive language in the workplace, and empathy in the workplace.

Supported 15 Employee Resource Groups (ERGs) and Engineering Network Groups (ENGs) that hosted 160+ events. The discussions ranged from professional development series to intersectional presentations on identity and bias, some featuring members of our Boards of Directors.

Awarded over 93 scholarship awards totaling nearly $132,000 through scholarships created by our ERGs and ENGs. The winners received awards ranging from $750 to $6,000 for exemplary scholastic achievement and community leadership.

Won 14 external awards for diversity and Inclusion in the workplace. Our CEO Patti Poppe was recognized as one of the top 50 CEOs for Diversity at the Diversity and Leadership Conference. We also were recognized by HIRE Vets Gold Medallion 2023 as one of the top employers for veterans and received a Disability Equality Index score of 100 for the ninth consecutive year by DisabilityIN. In 2023, we were named "Best-of-the-Best" Corporations for Inclusion by the National LGBT Chamber of Commerce and Partners in the National Business Inclusion Consortium.

1. Generational data refers to "Millennials" for individuals born between 1981-1996, "Gen X" between 1965-1980, and "Boomers" between 1946-1964.