form80511412.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 14, 2012
(Date of earliest event reported)

Commission File Number
 
Exact Name of Registrant
as specified in its charter
 
State or Other Jurisdiction of Incorporation or Organization
 
IRS Employer Identification Number
1-12609
 
PG&E CORPORATION
 
California
 
94-3234914
1-2348
 
PACIFIC GAS AND ELECTRIC COMPANY
 
California
 
94-0742640


 
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
 (Address of principal executive offices) (Zip Code)
(415) 267-7000
(Registrant's telephone number, including area code)
 
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)
     

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):

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
o
 
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 14, 2012, 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
292,004,771
3,504,348
751,871
39,050,557
Lewis Chew
293,722,108
1,925,897
612,985
39,050,557
C. Lee Cox
285,621,598
10,001,532
637,860
39,050,557
Anthony F. Earley, Jr.
284,750,587
10,834,402
676,001
39,050,557
Fred J. Fowler
293,121,937
2,504,398
634,655
39,050,557
Maryellen C. Herringer
251,919,958
43,610,965
730,067
39,050,557
Roger H. Kimmel
293,070,187
2,540,167
650,636
39,050,557
Richard A. Meserve
265,534,418
29,968,066
758,506
39,050,557
Forrest E. Miller
286,554,231
9,083,776
622,983
39,050,557
Rosendo G. Parra
293,430,127
2,212,561
618,302
39,050,557
Barbara L. Rambo
285,754,858
9,771,764
734,368
39,050,557
Barry Lawson Williams
284,595,913
10,822,475
842,602
39,050,557

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 2012 (included as Item 2 in the proxy statement):

 
For:
 
332,142,355
 
Against:
 
2,450,027
 
Abstain:
 
719,165
`
This proposal was approved.

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

 
For:
 
237,081,799
 
Against:
 
56,792,364
 
Abstain:
 
2,386,827
 
Broker Non-Vote(1)
 
39,050,557

This proposal was approved.

4.  
Shareholder proposal regarding neutral PG&E personnel policies (included as Item 4 in the proxy statement):

 
For:
 
5,826,958
 
Against:
 
281,714,653
 
Abstain:
 
8,717,522
 
Broker Non-Vote(1)
 
39,052,414

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 14, 2012, Pacific Gas and Electric Company (Utility) 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
266,937,621
147,253
64,137
5,377,667
Lewis Chew
266,957,694
126,005
65,312
5,377,667
C. Lee Cox
266,902,119
181,450
65,442
5,377,667
Fred J. Fowler
266,956,338
128,525
64,148
5,377,667
Maryellen C. Herringer
266,876,656
209,870
62,485
5,377,667
Christopher P. Johns
266,963,307
120,416
65,288
5,377,667
Roger H. Kimmel
266,959,090
124,469
65,452
5,377,667
Richard A. Meserve
266,941,461
142,005
65,545
5,377,667
Forrest E. Miller
266,916,592
168,692
63,727
5,377,667
Rosendo G. Parra
266,948,662
137,594
62,755
5,377,667
Barbara L. Rambo
266,903,445
181,153
64,413
5,377,667
Barry Lawson Williams
266,895,273
186,996
66,742
5,377,667

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 2012 (included as Item 2 in the proxy statement):

For:
 
272,237,231
Against:
 
85,388
Abstain:
 
204,059

This proposal was approved.

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

For:
 
266,594,274
Against:
 
443,560
Abstain:
 
111,177
Broker Non-Vote(1)
 
5,377,667

This proposal was 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.

 
 

 


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 15, 2012
 
By:
 
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and Corporate Secretary
 

 
         
   
PACIFIC GAS AND ELECTRIC COMPANY
     
Dated: May 15, 2012
 
By:
 
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and Corporate Secretary