Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¬
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
Portland General Electric Company
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)    Title of each class of securities to which the transaction applies:
 
(2)    Aggregate number of securities to which the transaction applies:     
 
         
(3)    Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):     
 
         
(4)    Proposed maximum aggregate value of the transaction:     
 
     
(5)    Total fee paid:     
 
 
 
 
 
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)    Amount Previously Paid:
 
          
 
(2)    Form, Schedule or Registration Statement No.:     
 
 
 
 
 




(3)    Filing Party:     
 
 
 
 
 
          
(4)    Date Filed:     
 
 
 
 
 
 

 
VOTE BY INTERNET - www.proxyvote.com
 
PORTLAND GENERAL ELECTRIC COMPANY
ATTN: CHRISTOPHER A. LIDDLE
121 SW SALMON STREET 1WTC0509
PORTLAND, OR 97204
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. ET on 04/23/2019 for shares held directly and by 11:59 P.M. ET on 04/21/2019 for shares held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
 
 
VOTE BY PHONE - 1-800-690-6903
 
Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. ET on 04/23/2019 for shares held directly and by 11:59 P.M. ET on 04/21/2019 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
 
 
VOTE BY MAIL
 
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:                
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
PORTLAND GENERAL ELECTRIC COMPANY
 
 
 
 
 
 
 
 
 
Vote on Directors
 
Vote On Proposals 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Board of Directors recommends a vote “FOR” each director nominee:
 
The Board of Directors recommends a vote “FOR” the following proposals:
 
 
 
1
Election of Directors
 
 
 
 
 
 
 
 
 
 
Nominees:
For
Against
Abstain
 
 
 
For
Against
Abstain
 
 
 
1a.
John W. Ballantine 
o
o
o
 
2

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2019.
o
o
o
 
 
 
1b.
Rodney L. Brown, Jr. 
o
o
o
 
 
 
 
 
 
 
 
1c.
Jack E. Davis
o
o
o
 
 
 
 
 
 
 
 
1d.
Kirby A. Dyess
o
o
o
 
3

To approve, by a non-binding vote, the compensation of the Company’s named executive officers.
o
o
o
 
 
 
1e.
Mark B. Ganz
o
o
o
 
 
 
 
 
 
 
 
1f.
Kathryn J. Jackson
o
o
o
 
 
 
 
 
 
 
 
1g.
Michael H. Millegan
o
o
o
 
 
 
 
 
 
 
 
 
1h.
Neil J. Nelson
o
o
o
 
NOTE: Such other business as may properly come before the meeting or any adjournment thereof
 
 
 
 
 
 
1i.
M. Lee Pelton
o
o
o
 
 
 
 
 
 
 
1j.
Maria M. Pope
o
o
o
 
 
 
 
 
 
 
 
 
1k.
Charles W. Shivery
o
o
o
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Please indicate if you plan to attend this meeting.
o
o
 
 
 
For address changes and/or comments, please check this box and write them on the back where indicated.
o
 
 
 
 
 
Yes
No
 
 
 
 
 
 
 
 
 
 
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Signature [PLEASE SIGN WITHIN BOX]
 
Signature (Joint Owners)
 
Date
 
 









Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com or
investors.portlandgeneral.com.  
 
 
 
 
 
 
 
 
 
 
PORTLAND GENERAL ELECTRIC COMPANY
Annual Meeting of Shareholders
April 24, 2019, 10:00 a.m. local time
This proxy is solicited on behalf of the Board of Directors
 
The Portland General Electric Company 2019 Annual Meeting of Shareholders will be held on Wednesday, April 24, 2019, at 10:00 a.m. local time, at the Conference Center Auditorium located at Two World Trade Center, 25 SW Salmon Street, Portland, OR 97204.
 
The undersigned, having received the Notice and accompanying Proxy Statement for said meeting, hereby constitutes and appoints Jack E. Davis, Maria M. Pope, James F. Lobdell, and Lisa A. Kaner, or any of them, his/her true and lawful agents and proxies, with power of substitution and resubstitution in each, to represent and vote all the shares of Common Stock of Portland General Electric Company held of record by the undersigned on February 28, 2019 at the Annual Meeting of Shareholders scheduled to be held on April 24, 2019, or at any adjournment or postponement thereof, on all matters coming before said meeting. The above proxies are hereby instructed to vote as shown on the reverse side of this card.
 
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted “FOR” each director nominee, “FOR” ratification of the appointment of Deloitte & Touche LLP as Portland General Electric Company’s independent registered public accounting firm for fiscal year 2019, “FOR” approval of the compensation of named executive officers, and in the discretion of the proxies with respect to such other business as may properly come before the meeting and at any adjournment or postponement thereof.
 
Your Vote is Important
 
To vote through the Internet or by telephone, see instructions on reverse side of this card. To vote by mail, sign and date this card on the reverse side and mail promptly in the postage-paid envelope.
 
 
 
Address Changes/Comments:
 
 
 
 
 
 
 
 
 
 
 
 
(If you noted any address changes/comments above, please mark corresponding box on the reverse side.)
 
Continued and to be signed on reverse side