form8k05142010.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, 2010
(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)
 
(Commission 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 12, 2010, 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
222,524,253
  3,869,179
   627,573
 38,065,631
Lewis Chew
222,879,314
  3,524,195
   617,496
 38,065,631
C. Lee Cox
220,076,761
  6,302,965
   641,279
 38,065,631
Peter A. Darbee
216,847,183
  9,506,406
   667,416
 38,065,631
Maryellen C. Herringer
186,240,407
 40,127,886
   652,948
 38,065,395
Roger H. Kimmel
222,714,992
  3,615,971
   690,042
 38,065,631
Richard A. Meserve
211,974,883
 14,379,498
   666,624
 38,065,631
Forrest E. Miller
222,266,112
  4,108,403
   646,490
 38,065,631
Rosendo G. Parra
222,584,039
  3,745,592
   691,374
 38,065,631
Barbara L. Rambo
222,110,108
  4,240,940
   669,957
 38,065,631
Barry Lawson Williams
219,761,716
  6,570,465
   689,060
 38,065,395

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

2.  
Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2010 (included as Item 2 in the proxy statement):

 
For:
  
261,741,679
 
Against:
  
  2,440,672
 
Abstain:
  
   904,285

This proposal was approved.

3.  
Non-binding advisory vote on executive compensation (included as Item 3 in the proxy statement):
 
 
For:
  
251,040,122
 
Against:
  
10,214,679
 
Abstain:
  
   3,831,599

This proposal was approved.

4.  
Management proposal to amend the 2006 PG&E Corporation Long-Term Incentive Plan (included as Item 4 in the proxy statement):
 
 
For:
  
246,835,909
 
Against:
  
16,214,679
 
Abstain:
  
   2,038,152
  Broker Non-Vote(1):   0
 
This proposal was approved.

5.  
Shareholder proposal regarding independent Board chairman (included as Item 5 in the proxy statement):
 
 
For:
  
62,611,319
 
Against:
  
163,358,350
 
Abstain:
  
1,050,624
  Broker Non-Vote(1):   38,066,343
 
This shareholder proposal was not approved.

6.  
Shareholder proposal regarding limits for directors involved with bankruptcy (included as Item 6 in the proxy statement):
 
 
 
For:
  
7,232,773
 
Against:
  
217,856,784
 
Abstain:
  
 1,930,736
  Broker Non-Vote(1):   38,066,343

This shareholder proposal was not approved.

7.  
Shareholder proposal regarding political contributions (included as Item 7 in the proxy statement):
 
 
 
For:
  
 42,342,274
 
Against:
  
130,425,187
 
Abstain:
  
54,253,780
  Broker Non-Vote(1):        38,065,395

This shareholder 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:

On May 12, 2010, 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
266,626,348
    73,188
    46,627
  5,065,186
Lewis Chew
266,627,403
    73,635
    45,125
  5,065,186
C. Lee Cox
266,616,461
    83,727
    45,975
  5,065,186
Peter A. Darbee
266,633,185
    66,680
    46,298
  5,065,186
Maryellen C. Herringer
266,582,993
   116,801
    46,369
  5,065,186
Christopher P. Johns
266,632,323
    67,400
    46,440
  5,065,186
Roger H. Kimmel
266,622,327
    73,389
    50,447
  5,065,186
Richard A. Meserve
266,626,213
    72,556
    47,394
  5,065,186
Forrest E. Miller
266,621,161
    78,124
    46,878
  5,065,186
Rosendo G. Parra
266,621,359
    76,700
    48,104
  5,065,186
Barbara L. Rambo
266,616,903
    80,649
    48,611
  5,065,186
Barry Lawson Williams
266,609,511
    89,120
    47,532
  5,065,186

Each director nominee 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 2010 (included as Item 2 in the proxy statement):
 
 
For:
  
271,632,634
 
Against:
  
  56,396
 
Abstain:
  
    122,319
 
This proposal was approved.

3.  
Non-binding advisory vote on executive compensation (included as Item 3 in the proxy statement):
 
 
For:
  
271,184,336
 
Against:
  
440,890
 
Abstain:
  
   186,123

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 17 and May 18, 2010, a member of PG&E Corporation’s senior management will attend the AGA Financial Forum in Palm Beach, Florida and will meet with various investment professionals to reaffirm the financial guidance and underlying assumptions that PG&E Corporation last provided on May 7, 2010.  The materials attached to this report as Exhibit 99 will be used during these meetings.  These materials can be accessed through the “Investors” section of PG&E Corporation’s website at www.pgecorp.com.  The information included in Exhibit 99 is incorporated by reference in response to this Item 7.01, and is deemed to be furnished, not filed, pursuant to Item 7.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibits

The following exhibit is being furnished, and is not deemed to be filed:

Exhibit 99
PG&E Corporation materials to be used for meetings with various investment professionals during the AGA Financial Forum held in Palm Beach, Florida, on May 17 and May 18.


 
 
 


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 14, 2010
  
By:
  
 
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance  and Corporate Secretary
 

 
 

 
         
   
PACIFIC GAS AND ELECTRIC COMPANY
     
Dated: May 14, 2010
  
By:
  
 
 LINDA Y.H. CHENG
       
 LINDA Y.H. CHENG
 Vice President, Corporate Governance  and Corporate Secretary
 

 

 
 
 

 
 
EXHIBIT INDEX

No.
     
Description of Exhibit
     
Exhibit 99
  
PG&E Corporation materials to be used for meetings with various investment professionals during the AGA Financial Forum held in Palm Beach, Florida, on May 17 and May 18.