UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report: August 15, 2006
(Date
of
earliest event reported)
PG&E
CORPORATION
(Exact
Name of Registrant as specified in Charter)
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California
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1-12609
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94-3234914
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Market, Spear Tower, Suite 2400, San Francisco, California
94105
(Address
of principal executive offices, zip code)
415-267-7000
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
PACIFIC
GAS AND ELECTRIC COMPANY
(Exact
Name of Registrant as specified in Charter)
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California
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1-2348
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94-0742640
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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77
Beale Street, P. O. Box 770000, San Francisco, California
94177
(Address
of principal executive offices, zip code)
(415)
973-7000
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 - Entry into a Material Definitive Agreement
On
August
15, 2006, Pacific Gas and Electric Company (Utility) announced the election
of
William
T. Morrow, 47,
as
President
and Chief Operating Officer of the Utility, reporting to Thomas B. King,
who
will continue in his role as Chief Executive Officer of the Utility. The
Utility’s Board of Directors approved Mr. Morrow’s election on August 1, 2006.
Before
joining the Utility, Mr. Morrow held various executive positions in the
telecommunications industry. Most recently Mr. Morrow served as Chief Executive
Officer, Europe, of Vodafone Group PLC, a position he held since May 2006.
From
April 2005 to May 2006, Mr. Morrow served as President of Vodafone K.K. in
Japan
and from February 2004 to April 2005, he was Chief Executive Officer of
Vodafone, U.K., Ltd. From November 2001 through February 2004, Mr. Morrow
was
President of Japan Telecom Holdings Co., Inc. and Japan Telecom Co., Inc.
Previously in 2001, Mr. Morrow was Vice President and Country Manager, Japan
for
Vodafone Group PLC.
Mr.
Morrow’s compensation includes an annual base salary of $575,000 and a one-time
payment of $100,000 (subject to refund on a pro-rated basis if Mr. Morrow
leaves
the Utility or if his employment is terminated for cause before August 15,
2009). Mr. Morrow also will be eligible to participate in the PG&E
Corporation Short-Term Incentive Plan (STIP) with a target participation
rate
equal to 65% of his annual base salary, or $373,750. Mr. Morrow’s STIP award for
2006 will be pro-rated based on his date of hire, August 15, 2006. Maximum
awards under the STIP equal two times the target amount. Actual STIP awards
are
determined by the Nominating, Compensation and Governance Committee of the
PG&E Corporation Board of Directors based on the extent to which certain
pre-established performance criteria are met.
Also,
on
August 15, 2006, Mr. Morrow was granted 17,910 restricted shares of PG&E
Corporation common stock and 17,910 performance shares under the PG&E
Corporation 2006 Long-Term Incentive Plan (2006 LTIP). The number of restricted
shares and performance shares was determined by dividing $1,500,000 by the
closing stock price of a share of PG&E Corporation common stock as reported
on the New York Stock Exchange on August 15, 2006. With respect to the
restricted stock, the restrictions
on 60% of the restricted shares will lapse automatically in equal installments
on the first business days of 2007, 2008, and 2009 at the rate of 20% per
year.
If PG&E Corporation’s annual total shareholder return (TSR) is in the top
quartile of its comparator group as measured for the three immediately preceding
calendar years, the restrictions on the remaining 40% of the shares will
lapse
on the first business day of 2009. If PG&E Corporation’s TSR is not in the
top quartile for such period, then the restrictions on the remaining 40%
of the
shares will lapse on the first business day of 2011. The performance shares
will
vest
on the first business day of 2009
and
are settled in cash. Upon vesting, the amount of cash that recipients are
entitled to receive is based on the average closing price of PG&E
Corporation stock for the last 30 calendar days of the year preceding the
vesting date and
a
payout percentage, ranging from 0% to 200%, as measured by PG&E
Corporation’s TSR relative
to its comparator group for
the
prior three calendar years.
Subject
to rounding considerations, there will be no payout for TSR below the
25th
percentile of the comparator group, TSR at the 25th
percentile will result in a 25% payout of performance shares, TSR at the
75th
percentile will result in a 100% payout, and TSR in the top rank will result
in
a 200%
payout. (The forms of agreements for restricted stock and performance shares
awarded under the 2006 LTIP have previously been filed with the Securities
and
Exchange Commission.)
Mr.
Morrow is entitled to participate in other benefits generally provided to
Utility employees. In addition, as an executive officer, Mr. Morrow is entitled
to receive benefits available to other Utility executive officers, including
an
annual perquisite allowance of $25,000, participation in the PG&E
Corporation Supplemental Executive Retirement Plan (which provides retirement
benefits in excess of the pension benefits that would otherwise be payable
under
the Utility’s defined benefit pension plan), and participation in the PG&E
Corporation Supplemental Retirement Savings Plan (under which a participant
may
elect to defer compensation and under which PG&E Corporation makes matching
contributions credited to the participant’s account to the extent such matching
contributions could not be made under PG&E Corporation’s 401(k) savings plan
due to legal limitations).
Mr.
Morrow does not have
any
relationship or related transaction with PG&E Corporation or the Utility
that would require disclosure pursuant to Item 401(d) or Item 404(a) of
Securities and Exchange Commission Regulation S-K.
Item
5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
The
information set forth above in Item 1.01 regarding the appointment of William
T.
Morrow as President and Chief Operating Officer of the Utility is hereby
incorporated into Item 5.02 of this report by reference.
Item
9.01 Financial Statements and Exhibits
Exhibits
The
following exhibit is attached hereto:
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Exhibit
99
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Pacific
Gas and Electric Company Press Release Dated August 15, 2006 announcing
the appointment of William T. Morrow as President and Chief Operating
Officer
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants
have
duly caused this report to be signed on their behalf by the undersigned hereunto
duly authorized.
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PG&E
CORPORATION
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Dated:
August 15, 2006
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By:
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LINDA
Y.H. CHENG
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LINDA
Y.H. CHENG
Vice
President, Corporate Governance and Corporate Secretary
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PACIFIC
GAS AND ELECTRIC COMPANY
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Dated:
August 15, 2006
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By:
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LINDA
Y.H. CHENG
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LINDA
Y.H. CHENG
Vice
President, Corporate Governance and Corporate Secretary
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Exhibit
Index
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Exhibit
No.
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Description
of Exhibit
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Exhibit
99
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Pacific
Gas and Electric Company Press Release Dated August 15, 2006 announcing
the appointment of William T. Morrow as President and Chief Operating
Officer
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