On May 18, 2023, each of the boards of directors of PG&E Corporation and its subsidiary Pacific Gas and Electric Company (the “Utility”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
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require any stockholder submitting a nomination provide the PG&E Corporation or the Utility, as applicable, with reasonable documentary evidence five business days prior to the meeting that the representations with respect to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., federal proxy rules regarding the use of “universal” proxy cards in contested director elections) required to be set forth in such stockholder’s nomination notice have been complied with;
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require any stockholder soliciting proxies in accordance with the representations of Rule 14a-19 notify PG&E Corporation or the Utility, as applicable, of any change in such intent within two business days;
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clarify how votes of stockholders are treated in the event PG&E Corporation or the Utility, as applicable, receives proxies for disqualified or withdrawn nominees for the Board;
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limit the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting; and
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require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white.
The Amended and Restated Bylaws also incorporate ministerial, clarifying, and conforming changes.
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