form8k0512final.htm
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:
May 11, 2011
(Date of earliest event reported)
       
PG&E CORPORATION
(Exact Name of Registrant as specified in Charter)
California
1-12609
94-3234914
(State or other jurisdiction of incorporation)
 
(Commissio99.n File Number)
(IRS Employer
Identification No.)
   
One Market, Spear Tower, Suite 2400, San Francisco, CA
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)
California
1-2348
94-0742640
(State or other jurisdiction of incorporation)
 
(Commission File Number)
(IRS Employer
Identification No.)
     
    
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 5.07 Submission of Matters to a Vote of Security Holders

PG&E Corporation:

On May 11, 2011, PG&E Corporation held its annual meeting of shareholders.  At the meeting, the shareholders voted as indicated below on the following matters:

1.  
Election of the following directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement):

 
For
Against
Abstain
Broker Non-Vote(1)
David R. Andrews
255,235,687
  2,265,271
   562,131
 43,232,662
Lewis Chew
256,141,522
  1,365,032
   556,537
 43,232,660
C. Lee Cox
251,605,677
  5,822,279
   635,135
 43,232,660
Maryellen C. Herringer
202,758,357
 54,759,446
   545,287
 43,232,661
Roger H. Kimmel
255,921,024
  1,515,821
   626,245
 43,232,661
Richard A. Meserve
244,194,582
 13,298,409
   570,097
 43,232,663
Forrest E. Miller
253,428,442
  4,079,436
   555,211
 43,232,662
Rosendo G. Parra
255,811,371
  1,608,516
   643,202
 43,232,662
Barbara L. Rambo
251,171,800
  6,382,661
   508,630
 43,232,660
Barry Lawson Williams
243,535,288
 13,906,133
   621,670
 43,232,660

Each director nominee named above was elected a director of PG&E Corporation.

2.  
Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2011 (included as Item 2 in the proxy statement):

 
For:
  
298,383,247
 
Against:
  
  2,144,297
 
Abstain:
  
   768,207

This proposal was approved.

3.  
Non-binding advisory vote on executive compensation (included as Item 3 in the proxy statement):

 
For:
  
251,443,368
 
Against:
  
  5,706,806
 
Abstain:
  
   912,913
 
Broker Non-Vote(1)
  
 43,232,664

This proposal was approved.

4.  
Non-binding advisory vote on the frequency of the advisory vote on executive compensation (included as Item 4 in the proxy statement):

 
1 Year:
  
217,699,359
 
2 Years:
  
  2,003,234
 
3 Years:
  
 37,546,865
 
Abstain:
  
   813,627
 
Broker Non-Vote(1)
  
 43,232,666

The one-year option was approved.  In accordance with the voting results for this item, PG&E Corporation intends to maintain its policy of providing shareholders with an annual opportunity to cast a non-binding advisory vote on executive compensation until the next required advisory vote on the frequency of future advisory votes on executive compensation.  Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), PG&E Corporation is required to provide shareholders at least once every six calendar years the opportunity to cast a non-binding advisory vote on the frequency of shareholder votes on executive compensation.

 
 
 
5.  
Shareholder proposal regarding independent Board chairman (included as Item 5 in the proxy statement):

 
 For:
  
 76,843,575
 
 Against:
  
180,237,686
 
 Abstain:
  
   980,855
 
 Broker Non-Vote(1):
  
 43,233,635

This shareholder proposal was not approved.

6.
Shareholder proposal regarding neutral PG&E personnel policies (included as Item 6 in the proxy statement):

 
For:
  
  8,015,975
 
Against:
  
239,773,062
 
Abstain:
  
 10,273,086
 
Broker Non-Vote(1):
  
 43,233,628

This shareholder proposal was not approved.

(1) Broker non-votes occur when brokers or nominees do not exercise discretionary voting on certain matters because, under the rules of the New York Stock Exchange, they are not allowed to vote on those matters without instructions from the beneficial owner of the shares.  Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.

Pacific Gas and Electric Company:

On May 11, 2011, Pacific Gas and Electric Company held its annual meeting of shareholders. At the annual meeting, the shareholders voted as indicated below on the following matters:

1.  
Election of the following directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement):

 
For
Against
Abstain
Broker Non-Vote(1)
David R. Andrews
267,120,161
    78,975
    27,504
  5,255,369
Lewis Chew
267,116,558
    79,195
    30,887
  5,255,369
C. Lee Cox
267,113,555
    85,177
    27,908
  5,255,369
Maryellen C. Herringer
267,073,479
   122,457
    30,704
  5,255,369
Christopher P. Johns
267,120,793
    74,862
    30,985
  5,255,369
Roger H. Kimmel
267,126,224
    70,630
    29,786
  5,255,369
Richard A. Meserve
267,118,693
    77,444
    30,503
  5,255,369
Forrest E. Miller
267,128,014
    70,961
    27,665
  5,255,369
Rosendo G. Parra
267,111,137
    84,269
    31,234
  5,255,369
Barbara L. Rambo
267,110,603
    89,212
    26,825
  5,255,369
Barry Lawson Williams
267,105,736
    93,399
    27,505
  5,255,369

Each director nominee named above was elected a director of Pacific Gas and Electric Company.

2.  
Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2011 (included as Item 2 in the proxy statement):

 
For:
  
272,324,721
 
Against:
  
   114,115
 
Abstain:
  
    43,173

This proposal was approved.

 
 
 
 
3.  
Non-binding advisory vote on executive compensation (included as Item 3 in the proxy statement):

 
For:
  
267,007,692
 
Against:
  
   169,840
 
Abstain:
  
    49,107
 
Broker Non-Vote(1)
  
  5,255,370

This proposal was approved.

4.  
Non-binding advisory vote on the frequency of the advisory vote on executive compensation (included as Item 4 in the proxy statement):

 
1 Year:
  
266,949,459
 
2 Years:
  
   110,145
 
3 Years:
  
    92,734
 
Abstain:
  
    74,300
 
Broker Non-Vote(1)
  
  5,255,371

The one-year option was approved.  In accordance with the voting results for this item, Pacific Gas and Electric Company will maintain its policy of providing shareholders with an annual opportunity to cast a non-binding advisory vote on executive compensation until the next required advisory vote on the frequency of future advisory votes on executive compensation.  Under the Dodd-Frank Act, Pacific Gas and Electric Company is required to provide shareholders at least once every six calendar years with the opportunity to cast a non-binding advisory vote on the frequency of shareholder votes on executive compensation.

(1) Broker non-votes occur when brokers or nominees do not exercise discretionary voting on certain matters because, under the rules of the New York Stock Exchange, they are not allowed to vote on those matters without instructions from the beneficial owner of the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.

 
 
 
 


SIGNATURES
 
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.
 

         
   
PG&E CORPORATION
     
Dated: May 12, 2011
  
By:
  
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance
 and Corporate Secretary
 

 
         
   
PACIFIC GAS AND ELECTRIC COMPANY
     
Dated: May 12, 2011
  
By:
  
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance
 and Corporate Secretary