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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 14, 2012
(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 |
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77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code) (415) 267-7000 (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) |
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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
PG&E Corporation:
On May 14, 2012, 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 | 292,004,771 | 3,504,348 | 751,871 | 39,050,557 |
| Lewis Chew | 293,722,108 | 1,925,897 | 612,985 | 39,050,557 |
| C. Lee Cox | 285,621,598 | 10,001,532 | 637,860 | 39,050,557 |
| Anthony F. Earley, Jr. | 284,750,587 | 10,834,402 | 676,001 | 39,050,557 |
| Fred J. Fowler | 293,121,937 | 2,504,398 | 634,655 | 39,050,557 |
| Maryellen C. Herringer | 251,919,958 | 43,610,965 | 730,067 | 39,050,557 |
| Roger H. Kimmel | 293,070,187 | 2,540,167 | 650,636 | 39,050,557 |
| Richard A. Meserve | 265,534,418 | 29,968,066 | 758,506 | 39,050,557 |
| Forrest E. Miller | 286,554,231 | 9,083,776 | 622,983 | 39,050,557 |
| Rosendo G. Parra | 293,430,127 | 2,212,561 | 618,302 | 39,050,557 |
| Barbara L. Rambo | 285,754,858 | 9,771,764 | 734,368 | 39,050,557 |
| Barry Lawson Williams | 284,595,913 | 10,822,475 | 842,602 | 39,050,557 |
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 2012 (included as Item 2 in the proxy statement): |
| | For: | | 332,142,355 |
| | Against: | | 2,450,027 |
| | Abstain: | | 719,165 |
`
This proposal was approved.
| 3. | Non-binding advisory approval vote on executive compensation (included as Item 3 in the proxy statement): |
| | For: | | 237,081,799 |
| | Against: | | 56,792,364 |
| | Abstain: | | 2,386,827 |
| | Broker Non-Vote(1) | | 39,050,557 |
This proposal was approved.
| 4. | Shareholder proposal regarding neutral PG&E personnel policies (included as Item 4 in the proxy statement): |
| | For: | | 5,826,958 |
| | Against: | | 281,714,653 |
| | Abstain: | | 8,717,522 |
| | Broker Non-Vote(1) | | 39,052,414 |
This shareholder proposal was not approved.
(1) Broker non-votes occur when brokers or nominees do not exercise discretionary voting on certain matters because, under the rules of the New York Stock Exchange, they are not allowed to vote on those 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 14, 2012, Pacific Gas and Electric Company (Utility) 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 | 266,937,621 | 147,253 | 64,137 | 5,377,667 |
| Lewis Chew | 266,957,694 | 126,005 | 65,312 | 5,377,667 |
| C. Lee Cox | 266,902,119 | 181,450 | 65,442 | 5,377,667 |
| Fred J. Fowler | 266,956,338 | 128,525 | 64,148 | 5,377,667 |
| Maryellen C. Herringer | 266,876,656 | 209,870 | 62,485 | 5,377,667 |
| Christopher P. Johns | 266,963,307 | 120,416 | 65,288 | 5,377,667 |
| Roger H. Kimmel | 266,959,090 | 124,469 | 65,452 | 5,377,667 |
| Richard A. Meserve | 266,941,461 | 142,005 | 65,545 | 5,377,667 |
| Forrest E. Miller | 266,916,592 | 168,692 | 63,727 | 5,377,667 |
| Rosendo G. Parra | 266,948,662 | 137,594 | 62,755 | 5,377,667 |
| Barbara L. Rambo | 266,903,445 | 181,153 | 64,413 | 5,377,667 |
| Barry Lawson Williams | 266,895,273 | 186,996 | 66,742 | 5,377,667 |
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 2012 (included as Item 2 in the proxy statement): |
| For: | | 272,237,231 |
| Against: | | 85,388 |
| Abstain: | | 204,059 |
This proposal was approved.
| 3. | Non-binding advisory approval vote on executive compensation (included as Item 3 in the proxy statement): |
| For: | | 266,594,274 |
| Against: | | 443,560 |
| Abstain: | | 111,177 |
| Broker Non-Vote(1) | | 5,377,667 |
This proposal was approved.
(1) Broker non-votes occur when brokers or nominees do not exercise discretionary voting on certain matters because, under the rules of the New York Stock Exchange, they are not allowed to vote on those 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.
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| | | PG&E CORPORATION |
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| Dated: May 15, 2012 | | By: | | |
| | | | | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary |
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| | | PACIFIC GAS AND ELECTRIC COMPANY |
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| Dated: May 15, 2012 | | By: | | |
| | | | | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary |
