_____________________________________________________________________________________
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 30, 2017
(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)) |
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:
| 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.
| Pacific Gas and Electric Company | ☐ |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 30, 2017, 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 of PG&E Corporation 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 18, 2017 (the “proxy statement”): |
| | For | Against | Abstain | Broker Non- Vote(1) |
| Lewis Chew | 389,417,254 | 1,157,454 | 457,136 | 45,275,618 |
| Anthony F. Earley, Jr. | 386,404,173 | 4,186,246 | 441,425 | 45,275,618 |
| Fred J. Fowler | 389,087,005 | 1,482,418 | 462,421 | 45,275,618 |
| Jeh C. Johnson | 389,363,549 | 906,300 | 761,995 | 45,275,618 |
| Richard C. Kelly | 387,012,778 | 2,012,268 | 2,006,798 | 45,275,618 |
| Roger H. Kimmel | 389,383,341 | 1,155,904 | 492,599 | 45,275,618 |
| Richard A. Meserve | 386,598,444 | 3,957,007 | 476,393 | 45,275,618 |
| Forrest E. Miller | 387,234,546 | 3,312,361 | 484,937 | 45,275,618 |
| Eric D. Mullins | 389,508,536 | 1,027,134 | 496,174 | 45,275,618 |
| Rosendo G. Parra | 389,107,608 | 1,439,465 | 484,771 | 45,275,618 |
| Barbara L. Rambo | 387,048,814 | 3,481,399 | 501,631 | 45,275,618 |
| Anne Shen Smith | 389,843,077 | 681,995 | 506,772 | 45,275,618 |
| Geisha J. Williams | 389,738,362 | 802,464 | 491,018 | 45,275,618 |
(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 2017 (included as Item 2 in the proxy statement): |
| For: | | 426,606,390 |
| Against: | | 8,978,888 |
| Abstain: | | 722,184 |
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: | | 373,309,901 |
| Against: | | 16,573,399 |
| Abstain: | | 1,148,544 |
Broker Non-Vote(1) | | 45,275,618 |
(1) See footnote 1 above.
This proposal was approved.
| 4. | Non-binding advisory vote to approve the frequency of the company’s shareholder advisory vote on executive compensation (included as Item 4 in the proxy statement): |
| 1 year: | | 353,094,188 |
| 2 years: | | 516,815 |
| 3 years: | | 36,745,375 |
| Abstain: | | 675,466 |
Broker Non-Vote(1) | | 45,275,618 |
(1) See footnote 1 above.
The one-year option was approved.
On May 31, 2017, in accordance with the voting results for this item, the Board of Directors of PG&E Corporation determined that the company will continue providing shareholders with an annual opportunity to cast a non-binding advisory vote on executive compensation until the next required advisory vote on the frequency of future advisory votes on executive compensation. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), PG&E Corporation is required to provide shareholders at least once every six calendar years with the opportunity to cast a non-binding advisory vote on the frequency of shareholder votes on executive compensation.
| 5. | Shareholder proposal regarding customer approval of the charitable giving program (included as Item 5 in the proxy statement): |
| For: | | 12,393,555 |
| Against: | | 365,838,208 |
| Abstain: | | 12,800,081 |
Broker Non-Vote(1) | | 45,275,618 |
(1) See footnote 1 above.
This proposal was not approved.
Pacific Gas and Electric Company:
At the joint annual meeting, the shareholders of Pacific Gas and Electric Company 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 | 266,692,205 | 175,709 | 135,252 | 5,728,486 |
| Anthony F. Earley, Jr. | 266,703,514 | 163,462 | 136,190 | 5,728,486 |
| Fred J. Fowler | 266,702,522 | 166,420 | 134,224 | 5,728,486 |
| Jeh C. Johnson | 266,674,558 | 111,585 | 217,023 | 5,728,486 |
| Richard C. Kelly | 266,785,089 | 84,423 | 133,654 | 5,728,486 |
| Roger H. Kimmel | 266,696,673 | 171,172 | 135,321 | 5,728,486 |
| Richard A. Meserve | 266,677,384 | 191,708 | 134,074 | 5,728,486 |
| Forrest E. Miller | 266,702,849 | 164,003 | 136,314 | 5,728,486 |
| Eric D. Mullins | 266,766,020 | 103,591 | 133,555 | 5,728,486 |
| Rosendo G. Parra | 266,693,928 | 172,633 | 136,605 | 5,728,486 |
| Barbara L. Rambo | 266,708,691 | 162,384 | 132,091 | 5,728,486 |
| Anne Shen Smith | 266,779,052 | 95,142 | 128,972 | 5,728,486 |
| Nickolas Stavropoulos | 266,791,882 | 77,156 | 134,128 | 5,728,486 |
| Geisha J. Williams | 266,788,050 | 83,516 | 131,600 | 5,728,486 |
(1) See footnote 1 above.
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 2017 (included as Item 2 in the proxy statement): |
| For: | | 272,243,238 |
| Against: | | 177,239 |
| Abstain: | | 311,175 |
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: | | 266,508,633 |
| Against: | | 303,549 |
| Abstain: | | 190,984 |
Broker Non-Vote(1) | | 5,728,486 |
(1) See footnote 1 above.
This proposal was approved.
| 4. | Non-binding advisory vote to approve the frequency of the company’s shareholder advisory vote on executive compensation (included as Item 4 in the proxy statement): |
| 1 year: | | 266,708,668 |
| 2 years: | | 94,439 |
| 3 years: | | 87,237 |
| Abstain: | | 112,822 |
Broker Non-Vote(1) | | 5,728,486 |
(1) See footnote 1 above.
The one-year option was approved.
On May 31, 2017, in accordance with the voting results for this item, the Board of Directors of Pacific Gas and Electric Company determined that the company will continue providing shareholders with an annual opportunity to cast a non-binding advisory vote on executive compensation until the next required advisory vote on the frequency of future advisory votes on executive compensation. Under the Dodd-Frank Act, Pacific Gas and Electric Company is required to provide shareholders at least once every six calendar years with the opportunity to cast a non-binding advisory vote on the frequency of shareholder votes on executive compensation.
Item 8.01 Other Events.
Common Stock Cash Dividend Increase
On May 31, 2017, the Board of Directors of PG&E Corporation approved a new annual common stock cash dividend of $2.12 per share ($0.53 per share quarterly), an increase from the current annual cash dividend of $1.96 per share ($0.49 per share quarterly), and the Board of Directors of the Utility approved a new annual common stock cash dividend of $1.08 billion ($270 million quarterly), an increase from the current annual cash dividend of $976 million ($244 million quarterly).
Each of the Boards retains authority to change its annual dividend at any time, especially if unexpected events occur that would change the Board’s views as to the prudent level of cash conservation. No dividends are payable until after the respective Board of Directors of PG&E Corporation and the Utility declares a dividend.
Common and Preferred Stock Cash Dividend Declarations
On May 31, 2017, the Board of Directors of PG&E Corporation declared a cash dividend on PG&E Corporation’s common stock for the second quarter of 2017 in the amount of $0.53 per share from PG&E Corporation’s retained earnings, payable on July 15, 2017 to shareholders of record on June 30, 2017.
Also on May 31, 2017, the Board of Directors of the Utility declared a cash dividend on the Utility’s common stock for the second quarter of 2017 in the aggregate amount of $270 million from the Utility’s retained earnings, payable to PG&E Corporation no later than June 6, 2017. The Board of Directors of the Utility also declared the regular preferred stock dividend for the three-month period ending July 31, 2017, payable on August 15, 2017 to shareholders of record on July 31, 2017.
A copy of a press release related to matters discussed in this Current Report on Form 8-K is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being furnished, and it is not deemed to be filed:
Exhibit 99.1 Press release dated May 31, 2017
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 31, 2017 | | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary |
| | |
| | PACIFIC GAS AND ELECTRIC COMPANY |
| | | |
| | By: | /s/ Linda Y.H. Cheng |
| Dated: May 31, 2017 | | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary |
Exhibit Index
| Press release dated May 31, 2017 |
