form8k0504201annualmeeting.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 4, 2015
(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) 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 4, 2015, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, 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
360,421,491
   914,862
   909,247
 39,193,978
Anthony F. Earley, Jr.
345,515,797
 12,519,135
  4,210,668
 39,193,978
Fred J. Fowler
359,677,490
  1,623,473
   944,637
 39,193,978
Maryellen C. Herringer
350,669,411
 10,266,970
  1,309,219
 39,193,978
Richard C. Kelly
360,001,175
  1,305,612
   938,813
 39,193,978
Roger H. Kimmel
359,675,381
  1,616,053
   954,166
 39,193,978
Richard A. Meserve
357,990,281
  3,311,144
   944,175
 39,193,978
Forrest E. Miller
358,310,474
  2,982,386
   952,740
 39,193,978
Rosendo G. Parra
359,369,321
  1,912,831
   963,448
 39,193,978
Barbara L. Rambo
355,644,529
  5,668,933
   932,138
 39,193,978
Anne Shen Smith
360,082,717
  1,235,125
   927,758
 39,193,978
Barry Lawson Williams
327,183,964
 34,109,102
   952,534
 39,193,978

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 2015 (included as Item 2 in the proxy statement):

 
For:
 
394,255,889
 
 
Against:
 
  6,016,605
 
 
Abstain:
 
  1,167,084
 

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:
 
339,864,662
 
 
Against:
 
 20,620,949
 
 
Abstain:
 
  1,759,989
 
 
Broker Non-Vote(1)
 
 39,193,978
 

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.

 
 
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4.  
Shareholder proposal regarding independent Board chairman (included as Item 4 in the proxy statement):

 
 For:
 
164,441,483
 
 
 Against:
 
196,308,210
 
 
 Abstain:
 
  1,495,907
 
 
 Broker Non-Vote(1):
 
 39,193,978
 

This proposal was not 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 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
266,607,311
    93,275
   119,662
  5,769,566
Anthony F. Earley, Jr.
266,625,801
    78,001
   116,446
  5,769,566
Fred J. Fowler
266,593,044
   111,308
   115,896
  5,769,566
Maryellen C. Herringer
266,595,301
   114,348
   110,599
  5,769,566
Christopher P. Johns
266,598,296
   104,151
   117,801
  5,769,566
Richard C. Kelly
266,584,390
   120,410
   115,448
  5,769,566
Roger H. Kimmel
266,608,619
    94,653
   116,976
  5,769,566
Richard A. Meserve
266,595,290
   110,137
   114,821
  5,769,566
Forrest E. Miller
266,600,223
   104,152
   115,873
  5,769,566
Rosendo G. Parra
266,606,580
    94,480
   119,188
  5,769,566
Barbara L. Rambo
266,600,727
   104,869
   114,652
  5,769,566
Anne Shen Smith
266,587,735
   118,909
   113,604
  5,769,566
Barry Lawson Williams
266,586,460
   117,332
   116,456
  5,769,566

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 2015 (included as Item 2 in the proxy statement):

 
For:
 
272,092,572
 
 
Against:
 
    94,915
 
 
Abstain:
 
   402,327
 

This proposal was approved.

 
 
2

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

 
For:
 
266,313,402
 
 
Against:
 
   337,685
 
 
Abstain:
 
   169,161
 
 
Broker Non-Vote(1)
 
  5,769,566
 

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.
 
Item 7.01 Regulation FD Disclosure

    On May 7 and 8, 2015, Kent M. Harvey, Senior Vice President and Chief Financial Officer of PG&E Corporation, will meet with various investment professionals.  During these meetings, Mr. Harvey may refer to the presentation slides that were used during PG&E Corporation’s earnings conference call and webcast held on April 29, 2015.  These materials previously have been furnished to the Securities and Exchange Commission on a Form 8-K dated April 29, 2015 and can be accessed through the “Investors” section of PG&E Corporation’s website at www.pgecorp.com.


 
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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 5, 2015
 
By:
 
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and
 Corporate Secretary
 

 
 

 
         
   
PACIFIC GAS AND ELECTRIC COMPANY
     
Dated: May 5, 2015
 
By:
 
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance and
 Corporate Secretary

 
 
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