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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