PG&E 2014 Annual Report Download - page 142

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134
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information regarding the beneficial ownership of securities for each of PG&E Corporation and the Utility is set forth
under the headings “Share Ownership Information – Security Ownership of Management” and “Share Ownership Information –
Principal Shareholders” in the Joint Proxy Statement relating to the 2015 Annual Meetings of Shareholders, which information is
incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2014 concerning shares of PG&E Corporation common
stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.
(a) (b) (c)
Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
SecuritiesReectedin
Column (a))
Equity compensation plans
approved by shareholders 6,303,612 (1) $ 34.83 (2) 16,184,126 (3)
Equity compensation plans not
approved by shareholders ---
Total equity compensation plans 6,303,612 (1) $ 34.83 (2) 16,184,126 (3)
(1) Includes 45,660 phantom stock units, 2,571,530 restricted stock units and 3,659,066 performance shares. The weighted average exercise price reported
in column (b) does not take these awards into account. For performance shares, amounts reflected in this table assume payout in shares at 200% of target
or, for performance shares granted in 2012, reflects the actual payout percentage of 35%. The actual number of shares issued can range from 0% to 200% of
target depending on achievement of total shareholder return objectives. Also, restricted stock units and performance shares are generally settled in net
shares. Upon vesting, shares with a value equal to required tax withholding will be withheld and, in lieu of issuing the shares, taxes will be paid on behalf of
employees. Shares not issued due to share withholding or performance achievement below maximum will be available again for issuance.
(2) This is the weighted average exercise price for the 26,756 options outstanding as of December 31, 2014.
(3) Represents the total number of shares available for issuance under all of PG&E Corporation’s equity compensation plans as of December 31, 2014. Stock-based
awards granted under these plans include restricted stock units, performance shares and phantom stock units. The 2014 LTIP, which became effective on May
12, 2014, authorizes up to 17 million shares to be issued pursuant to awards granted under the 2014 LTIP, less approximately 2.7 million shares for awards
granted under the 2006 LTIP from January 1, 2014 through May 11, 2014. In addition, if any awards outstanding under the 2006 LTIP at December 31, 2013 are
cancelled, forfeited or expire without being settled in full, shares of stock allocable to the terminated portion of such awards shall again be available for issuance
under the 2014 LTIP.
For more information, see Note 5: Common Stock and Share-Based Compensation of the Notes to the Consolidated
Financial Statements appearing in Item 8.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responding to Item 13, for each of PG&E Corporation and the Utility, is included under the headings
“Related Party Transactions” and “Corporate Governance – Board and Director Independence and Qualifications” and “Corporate
Governance – Committee Membership” in the Joint Proxy Statement relating to the 2015 Annual Meetings of Shareholders, which
information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information responding to Item 14, for each of PG&E Corporation and the Utility, is set forth under the heading
“Information Regarding the Independent Registered Public Accounting Firm for PG&E Corporation and Pacific Gas and Electric
Company” in the Joint Proxy Statement relating to the 2015 Annual Meetings of Shareholders, which information is incorporated
herein by reference.