Shareholder Proposal to PG&E 2019 Annual Meetings

Shareholder Proposal on Corporation Structure Reform

Resolved: shareholders recommend that PG&E Corporation reform PG&E’s structure to combine with Pacific Gas and Electric Company into one organization under one board and one executive team, under applicable law and regulation rules.

Supporting Statement

According to Joint Notice of 2018 Annual Meetings Joint Proxy Statement of PG&E Corporation and Pacific Gas and Electric Company summary compensation table (p.61), PG&E Corporation’s CEO and President Ms. Williams took $8,597,220, Pacific Gas and Electric Company’s President and COO Mr. Stavropoulos took $6,413,256, and PG&E Corporation’s Executive Chair of the Board Mr. Earley took $6,012,329 (with early retirement before the end of 2017), totaling $21,022,805 in 2017 when California residents suffered devastating lose and lives from wild fires and other natural and unnatural causes!  Mr. Earley also took $11,730,646 in 2016 and $12,198,394 in 2015.  Californians cannot afford to award three bosses for one and same poor public utilities service at the same time with such an absurd high compensation.

Furthermore, according to the Wall Street Journal “Better Ways to Measure Your Boss’s Pay” (July 4, 2017): "Summary compensation tables massively understate what executives earn and don't tell investors what they need to know." "In 2015—the last year for which full data is available—the average pay of the 500 highest-paid U.S. executives was $17.1 million according to fair-value estimates, but $32.6 million according to realized pay."    

The division of PG&E Corporation and Pacific Gas and Electric Company is unnecessary for and harmful to public service, and is unethical for two groups of executive officers to award themselves with absurd compensation. There is no such a “joint venture” of public service in other advanced democratic societies.