form8k.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 12, 2014
(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


pg&e corporation logo
 
pacific gas and electric company logo
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
 (Address of principal executive offices) (Zip Code)
(415) 973-1000
(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 5.02.  Departure of Directors or Certain Executive Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
 
 
Shareholder Approval of PG&E Corporation 2014 Long-Term Incentive Plan (“2014 LTIP”)
 
 
As reported below, on May 12, 2014, the shareholders of PG&E Corporation approved the 2014 LTIP, as described in the Joint Proxy Statement relating to the 2014 Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company (“Utility”).  Employees of PG&E Corporation and the Utility are eligible to receive equity compensation awards under the 2014 LTIP.  Non-employee directors of PG&E Corporation also are eligible to receive nondiscretionary grants of the automatic formula awards specified in the 2014 LTIP.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2014, PG&E Corporation and the Utility held their joint annual meeting of shareholders.

PG&E Corporation:

At the joint 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)
Lewis Chew
332,267,920
  3,396,550
   930,280
38,586,021
Anthony F. Earley, Jr.
320,534,054
 10,125,943
  5,934,753
38,586,021
Fred J. Fowler
332,270,183
  3,400,437
   924,130
38,586,021
Maryellen C. Herringer
309,332,658
 26,376,490
   885,602
38,586,021
Richard C. Kelly
332,266,645
  3,401,326
   926,779
38,586,021
Roger H. Kimmel
330,915,806
  4,735,876
   943,068
38,586,021
Richard A. Meserve
331,543,388
  4,039,772
  1,011,590
38,586,021
Forrest E. Miller
327,426,773
  8,231,326
   936,651
38,586,021
Rosendo G. Parra
330,420,215
  5,213,401
   961,134
38,586,021
Barbara L. Rambo
326,591,576
  9,049,950
   953,224
38,586,021
Barry Lawson Williams
325,693,501
  9,944,435
   956,814
38,586,021

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 2014 (included as Item 2 in the proxy statement):

 
For:
 
371,111,550
 
Against:
 
  3,023,436
 
Abstain:
 
  1,045,785

This proposal was approved.

3.  
Non-binding advisory vote to approve the company’s executive compensation (included as Item 3 in the proxy statement):

 
For:
 
299,910,502
 
 
Against:
 
 34,822,472
 
 
Abstain:
 
  1,861,776
 
 
Broker Non-Vote(1)
 
 38,586,021
 

 
 

 
This proposal was approved.

4.  
Approval of PG&E Corporation 2014 LTIP (included as Item 4 in the proxy statement):

 
 For:
 
301,582,683
 
 
 Against:
 
 33,682,012
 
 
 Abstain:
 
  1,330,055
 
 
 Broker Non-Vote(1):
 
 38,586,021
 

This proposal was approved.

(1) A non-vote occurs when brokers or nominees have voted on some of the matters to be acted on at a meeting, but do not vote on certain other matters because, under the rules of the New York Stock Exchange, they are not allowed to vote on those other 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:

At the joint 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)
Lewis Chew
266,697,178
   128,922
   115,113
5,817,031
Anthony F. Earley, Jr.
266,698,428
   126,762
   116,023
5,817,031
Fred J. Fowler
266,687,092
   139,629
   114,492
5,817,031
Maryellen C. Herringer
266,605,158
   224,650
   111,405
5,817,031
Christopher P. Johns
266,695,734
   132,420
   113,059
5,817,031
Richard C. Kelly
266,687,283
   139,444
   114,486
5,817,031
Roger H. Kimmel
266,705,978
   121,659
   113,576
5,817,031
Richard A. Meserve
266,698,023
   129,929
   113,261
5,817,031
Forrest E. Miller
266,664,813
   162,047
   114,353
5,817,031
Rosendo G. Parra
266,693,333
   136,106
   111,774
5,817,031
Barbara L. Rambo
266,651,234
   176,505
   113,474
5,817,031
Barry Lawson Williams
266,641,449
   181,501
   118,263
5,817,031

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 2014 (included as Item 2 in the proxy statement):

 
For:
272,272,391
 
 
Against:
    99,525
 
 
Abstain:
   386,328
 

This proposal was approved.

3.  
Non-binding advisory vote to approve the company’s executive compensation (included as Item 3 in the proxy statement):

 
For:
 
266,233,135
 
 
Against:
 
   548,301
 
 
Abstain:
 
   159,777
 
 
Broker Non-Vote(1)
 
  5,817,031
 

This proposal was approved.

(1) A non-vote occurs when brokers or nominees have voted on some of the matters to be acted on at a meeting, but do not vote on certain other matters because, under the rules of the New York Stock Exchange, they are not allowed to vote on those other 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, 2014
 
By:
 
 
 LINDA Y.H. CHENG
 
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and
 Corporate Secretary
 

 
 

 
         
   
PACIFIC GAS AND ELECTRIC COMPANY
     
Dated: May 12, 2014
 
By:
 
 
 LINDA Y.H. CHENG
 
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and
 Corporate Secretary