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 23, 2016
(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
 
77 Beale Street
P.O. Box 770000
 
P.O. Box 770000
San Francisco, California 94177
 
San Francisco, California 94177
 (Address of principal executive offices) (Zip Code)
 
(Address of principal executive offices) (Zip Code)
(415) 973-1000
 
(415) 973-7000
(Registrant's telephone number, including area code)
 
(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):

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.

On May 23, 2016, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (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 joint proxy statement of PG&E Corporation and the Utility, filed with the Securities and Exchange Commission on April 11, 2016 (the “proxy statement”)):

Name
For
Against
Abstain
Broker Non-
Vote(1)
Lewis Chew
378,100,380
1,065,389
   670,120
38,285,711
Anthony F. Earley, Jr.
353,669,888
23,449,192
2,716,809
38,285,711
Fred J. Fowler
375,279,056
3,905,301
651,532
38,285,711
Maryellen C. Herringer
357,988,967
19,985,823
1,861,099
38,285,711
Richard C. Kelly
378,053,717
1,107,981
674,191
38,285,711
Roger H. Kimmel
377,929,155
1,245,066
661,668
38,285,711
Richard A. Meserve
371,144,797
7,995,373
695,719
38,285,711
Forrest E. Miller
368,056,707
11,116,628
662,554
38,285,711
Rosendo G. Parra
377,973,228
1,189,540
673,121
38,285,711
Barbara L. Rambo
365,866,318
13,322,856
646,715
38,285,711
Anne Shen Smith
377,872,481
1,313,632
649,776
38,285,711
Barry Lawson Williams
356,947,098
22,213,065
675,726
38,285,711

(1) A broker non-vote occurs when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.
 
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 2016 (included as Item 2 in the proxy statement):

For:
408,397,138
Against:
8,811,060
Abstain:
913,402

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

For:
303,316,732
Against:
75,190,517
Abstain:
1,328,640
Broker Non-Vote(1)
38,285,711

(1) See footnote 1 above.

This proposal was approved.

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
266,552,082
101,633
136,892
5,879,595
Anthony F. Earley, Jr.
266,527,815
126,450
136,342
5,879,595
Fred J. Fowler
266,550,035
102,648
137,924
5,879,595
Maryellen C. Herringer
266,513,334
140,220
137,053
5,879,595
Richard C. Kelly
266,537,706
115,917
136,984
5,879,595
Roger H. Kimmel
266,553,941
100,116
136,550
5,879,595
Richard A. Meserve
266,527,291
126,362
136,954
5,879,595
Forrest E. Miller
266,512,677
140,813
137,117
5,879,595
Rosendo G. Parra
266,548,564
101,764
140,279
5,879,595
Barbara L. Rambo
266,507,750
143,294
139,563
5,879,595
Anne Shen Smith
266,533,168
119,582
137,857
5,879,595
Nickolas Stavropoulos
266,536,627
116,160
137,820
5,879,595
Barry Lawson Williams
266,492,929
161,683
135,995
5,879,595
Geisha J. Williams
266,543,018
113,133
134,456
5,879,595

(1) See footnote 1 above.
 
Each director nominee named above was elected a director of Pacific Gas and Electric Company.
 
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2.             Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2016 (included as Item 2 in the proxy statement):

For:
272,289,113
Against:
41,339
Abstain:
339,750

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:
266,087,364
Against:
524,711
Abstain:
178,532
Broker Non-Vote(1)
5,879,595

(1) See footnote 1 above.

This proposal was approved.
 
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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 thereunto duly authorized.

 
PG&E CORPORATION
     
 
By:
/s/ LINDA Y.H. CHENG
Dated:   May 25, 2016
 
LINDA Y.H. CHENG
   
Vice President, Corporate Governance and
   
Corporate Secretary
   
 
PACIFIC GAS AND ELECTRIC COMPANY
     
 
By:
/s/ LINDA Y.H. CHENG
Dated:   May 25, 2016
 
LINDA Y.H. CHENG
   
Vice President, Corporate Governance and
   
Corporate Secretary
 

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