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: June 21, 2019
(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):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, no par value | PCG | NYSE |
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American |
| First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American |
| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American |
| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American |
| First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable | PCG-PI | NYSE American |
| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American |
| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American |
| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | PG&E Corporation | ☐ |
| Emerging growth company | Pacific Gas and Electric Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| PG&E Corporation | ☐ |
| Pacific Gas and Electric Company | ☐ |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, at the 2019 joint annual meeting of shareholders of PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the “Utility”), PG&E Corporation’s shareholders approved Item 2 relating to an increase in the maximum and minimum sizes of PG&E Corporation’s Board of Directors. Accordingly, on June 21, 2019, PG&E Corporation filed with the California Secretary of State an Amendment to Articles of Incorporation of PG&E Corporation. Such Amendment to Articles of Incorporation of PG&E Corporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2019, PG&E Corporation and the Utility held their joint annual meeting of shareholders.
PG&E Corporation:
At the joint annual meeting, the shareholders of PG&E Corporation voted as indicated below on the following matters:
1. Election of the following individuals to serve as directors 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 May 17, 2019 (the “proxy statement”)):
| For | Against | Abstain | Broker Non- Vote(1) | ||
| Richard R. Barrera | 370,415,458 | 1,301,289 | 3,214,091 | 60,072,366 | |
| Jeffrey L. Bleich | 372,845,205 | 1,228,207 | 857,427 | 60,072,366 | |
| Nora Mead Brownell | 372,793,939 | 1,296,735 | 840,164 | 60,072,366 | |
| Frederick W. Buckman | 372,820,045 | 1,246,010 | 864,784 | 60,072,366 | |
| Cheryl F. Campbell | 372,950,732 | 1,124,207 | 855,900 | 60,072,366 | |
| Fred J. Fowler | 371,946,198 | 2,099,859 | 884,781 | 60,072,366 | |
| William D. Johnson | 372,965,765 | 1,099,426 | 865,648 | 60,072,366 | |
| Michael J. Leffell | 369,610,503 | 1,398,684 | 3,921,652 | 60,072,366 | |
| Kenneth Liang | 369,567,094 | 1,477,997 | 3,885,748 | 60,072,366 | |
| Dominique Mielle | 372,053,946 | 1,307,494 | 1,569,398 | 60,072,366 | |
| Meridee A. Moore | 372,717,020 | 1,361,205 | 852,614 | 60,072,366 | |
| Eric D. Mullins | 371,932,165 | 2,110,145 | 888,528 | 60,072,366 | |
| Kristine M. Schmidt | 372,906,927 | 1,164,000 | 859,911 | 60,072,366 | |
| Alejandro D. Wolff | 372,737,505 | 1,288,658 | 904,676 | 60,072,366 | |
(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. Approval of an amendment to PG&E Corporation’s Restated Articles of Incorporation to increase the maximum size of PG&E Corporation’s Board of Directors to 15 directors and to increase the minimum number of directors on PG&E Corporation’s Board of Directors to eight directors (included as Item 2 in the proxy statement):
| For: | 371,416,641 | ||
| Against: | 2,676,552 | ||
| Abstain: | 837,646 | ||
Broker Non-Vote(1) | 60,072,366 |
(1) See footnote 1 above.
This proposal was approved.
3. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2019 (included as Item 3 in the proxy statement):
| For: | 428,701,041 | ||
| Against: | 4,929,768 | ||
| Abstain: | 1,372,396 |
This proposal was approved.
4. Non-binding advisory vote to approve PG&E Corporation’s executive compensation (included as Item 4 in the proxy statement):
| For: | 349,460,786 | ||
| Against: | 23,763,909 | ||
| Abstain: | 1,706,143 | ||
Broker Non-Vote(1) | 60,072,366 |
(1) See footnote 1 above.
This proposal was approved.
5. Shareholder proposal regarding PG&E Corporation structure reform (included as Item 5 in the proxy statement):
| For: | 49,615,657 | ||
| Against: | 318,221,875 | ||
| Abstain: | 7,093,306 | ||
Broker Non-Vote(1) | 60,072,366 |
(1) See footnote 1 above.
This proposal was not approved.
6. Shareholder proposal to improve shareholder proxy access (included as Item 6 in the proxy statement):
| For: | 129,195,301 | ||
| Against: | 241,497,173 | ||
| Abstain: | 4,238,364 | ||
Broker Non-Vote(1) | 60,072,366 |
(1) See footnote 1 above.
This proposal was not approved.
Pacific Gas and Electric Company:
At the joint annual meeting, the shareholders of the Utility 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) | |
| Richard R. Barrera | 267,953,975 | 135,423 | 58,055 | 4,319,316 |
| Jeffrey L. Bleich | 267,951,653 | 135,935 | 59,865 | 4,319,316 |
| Nora Mead Brownell | 267,962,418 | 126,445 | 58,590 | 4,319,316 |
| Frederick W. Buckman | 267,957,512 | 130,485 | 59,456 | 4,319,316 |
| Cheryl F. Campbell | 267,974,842 | 112,658 | 59,953 | 4,319,316 |
| Fred J. Fowler | 267,958,670 | 127,819 | 60,964 | 4,319,316 |
| William D. Johnson | 267,970,377 | 118,898 | 58,178 | 4,319,316 |
| Michael J. Leffell | 267,958,081 | 129,319 | 60,053 | 4,319,316 |
| Kenneth Liang | 267,952,881 | 132,746 | 61,826 | 4,319,316 |
| Dominique Mielle | 267,954,717 | 133,577 | 59,159 | 4,319,316 |
| Meridee A. Moore | 267,961,751 | 126,472 | 59,230 | 4,319,316 |
| Eric D. Mullins | 267,945,282 | 140,894 | 61,277 | 4,319,316 |
| Kristine M. Schmidt | 267,969,763 | 119,449 | 58,241 | 4,319,316 |
| Alejandro D. Wolff | 267,946,807 | 142,092 | 58,554 | 4,319,316 |
(1) See footnote 1 above.
Each director nominee named above was elected a director of the Utility.
2. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2019 (included as Item 3 in the proxy statement):
| For: | 272,037,484 | ||
| Against: | 305,035 | ||
| Abstain: | 124,250 |
This proposal was approved.
3. Non-binding advisory vote to approve the Utility’s executive compensation (included as Item 4 in the proxy statement):
| For: | 267,865,634 | ||
| Against: | 200,444 | ||
| Abstain: | 81,375 | ||
| Broker Non-Vote(1) | 4,319,316 |
(1) See footnote 1 above.
This proposal was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
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 | ||||
| Date: June 24, 2019 | By: | /s/ LINDA Y.H. CHENG | ||
| Name: | LINDA Y.H. CHENG | |||
| Title: | Vice President, Corporate Governance and Corporate Secretary | |||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||
Date: June 24, 2019 | By: | /s/ LINDA Y.H. CHENG | ||
| Name: | LINDA Y.H. CHENG | |||
| Title: | Vice President, Corporate Governance and Corporate Secretary | |||