DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
Unless indicated differently in a prospectus supplement, this section describes the terms of our common stock and preferred stock. The
following description is only a summary and is qualified in its entirety by reference to applicable law, our restated articles of incorporation and bylaws and, if applicable, the Amended Articles (as defined below) and the Amended Bylaws (as defined
below). In this section, references to we, our, ours and us refer only to PG&E Corporation and not to any of its direct or indirect subsidiaries or affiliates except as expressly provided.
In connection with PG&E Corporations and the Utilitys emergence from the Chapter 11 Cases, we expect to amend our restated
articles of incorporation (the Amended Articles) and bylaws (the Amended Bylaws) to reflect certain changes in connection with the development and implementation of a plan of reorganization. The Amended Articles and the
Amended Bylaws are subject to the approval of the Bankruptcy Court, and are therefore not in final form. Accordingly, the terms summarized below remain subject to change. In the event that the terms of the Amended Articles and/or the Amended Bylaws
change after the effective date of this registration statement, we will update the following description in a prospectus supplement or post-effective amendment to this registration statement, in which case, the following description would be
superseded by the description provided in such prospectus supplement or post-effective amendment to this registration statement. Copies of our current restated articles of incorporation and bylaws are incorporated by reference as exhibits to the
registration statement of which this prospectus is a part.
General
Our restated articles of incorporation authorize the issuance of 800,000,000 shares of common stock and 85,000,000 shares of preferred stock.
As of February 1, 2020, there were approximately 529,254,082 shares of our common stock, no par value, outstanding and no shares of preferred stock outstanding. All outstanding shares of our common stock are fully paid and nonassessable.
Common Stock
We may issue our common
stock from time to time upon such terms and for such consideration as may be determined by our board of directors. Such further issuances, up to the aggregate amounts authorized by our restated articles of incorporation, will not require approval by
our shareholders. We may also issue common stock from time to time under dividend reinvestment and employee benefit plans.
Except as
otherwise provided by law, holders of our common stock have voting rights on the basis of one vote per share on each matter submitted to a vote at a meeting of shareholders, subject to any class or series voting rights of holders of our preferred
stock. Our shareholders may not cumulate votes in elections of directors. As a result, the holders of our common stock and (if issued) preferred stock entitled to exercise more than 50% of the voting rights in an election of directors can elect all
of the directors to be elected if they choose to do so. In such event, the holders of the remaining common stock and preferred stock voting for the election of directors will not be able to elect any persons to the board of directors.
Holders of our common stock, subject to any prior rights or preferences of preferred stock outstanding, have equal rights to receive dividends
if and when declared by our board of directors out of funds legally available therefor.
In the event of our liquidation, dissolution or
winding up and after payment of all prior claims, holders of our common stock would be entitled to receive any of our remaining assets, subject to any preferential rights of holders of outstanding shares of preferred stock.
Holders of our common stock have no preemptive rights to subscribe for additional shares of common stock or any of our other securities, nor
do holders of our common stock have any redemption or conversion rights.
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