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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (i503)
i464-8000
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:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
(Title
of class)
(Trading Symbol)
(Name of exchange on which registered)
iCommon Stock, no par value
iPOR
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07 Submission of Matters to a Vote of Security Holders.
Portland General Electric Company (PGE, or the Company) held its 2023 virtual annual
meeting of shareholders on April 21, 2023 in Portland, Oregon. The following proposals were voted on at the meeting by the Company’s shareholders:
1.The election of directors;
2.An advisory, non-binding vote to approve the compensation of the Company’s named executive officers;
3.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December
31, 2023;
4.To approve the Amended and Restated Portland General Electric Company Stock Incentive Plan; and
5.An advisory, non-binding vote on the frequency of future advisory votes on executive compensation (“Say-On-Pay Frequency”).
There were 89,441,457shares of common stock issued and outstanding as of February 21, 2023, the record date for the meeting, with 83,505,647shares represented at the annual meeting.
Each of the director nominees listed below was elected and the voting results were as follows:
Nominee
For
Against
Abstain
Broker
Non-votes
Dawn Farrell
78,873,720
285,304
82,136
4,264,487
Mark Ganz
75,952,837
3,213,749
74,574
4,264,487
Marie
Oh Huber
77,509,533
1,648,741
82,886
4,264,487
Kathryn Jackson
78,423,614
751,001
66,545
4,264,487
Michael
Lewis
78,823,323
327,580
90,257
4,264,487
Michael Millegan
78,505,242
641,146
94,772
4,264,487
Lee
Pelton
75,752,096
3,416,348
72,216
4,264,487
Patricia Pineda
78,325,977
830,842
84,341
4,264,487
Maria
Pope
78,892,273
285,527
63,360
4,264,487
James Torgerson
77,816,581
1,330,287
94,292
4,264,487
Shareholders
approved the compensation of the Company’s named executive officers. There were 77,706,478votes cast for the proposal, 1,140,086 votes cast against the proposal, 394,596 abstentions, and 4,264,487 broker non-votes.
Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. There were 82,865,996 votes cast for the proposal, 564,426 votes cast against the proposal, and 75,225 abstentions.
Shareholders approved the Amended and Restated Portland General Electric Company Stock
Incentive Plan. There were 77,185,258 votes cast for the proposal, 1,925,365 votes cast against the proposal, and 130,537 abstentions, and 4,264,487 broker non-votes.
Shareholders approved a frequency of one year for future advisory votes on executive compensation (“Say-On-Pay Frequency”). There were 78,040,483 votes cast for one year, 45,684 votes cast for two years, 889,833 votes cast for three years, and 265,160 abstentions.
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
