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 22, 2018
(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: | ||
| PG&E Corporation | ☐ | |
| 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 22, 2018, 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 March 26, 2018 (the “proxy statement”):
| For | Against | Abstain | Broker Non- Vote(1) | |||||||||||||
| Lewis Chew | 382,593,582 | 1,828,970 | 657,940 | 42,538,372 | ||||||||||||
| Fred J. Fowler | 382,583,391 | 1,821,650 | 675,451 | 42,538,372 | ||||||||||||
| Richard C. Kelly | 377,722,292 | 6,682,408 | 675,792 | 42,538,372 | ||||||||||||
| Roger H. Kimmel | 381,830,627 | 2,569,047 | 680,818 | 42,538,372 | ||||||||||||
| Richard A. Meserve | 378,585,791 | 5,816,517 | 678,184 | 42,538,372 | ||||||||||||
| Forrest E. Miller | 382,039,841 | 2,362,473 | 678,178 | 42,538,372 | ||||||||||||
| Eric D. Mullins | 382,165,277 | 2,247,330 | 667,885 | 42,538,372 | ||||||||||||
| Rosendo G. Parra | 382,365,432 | 2,035,764 | 678,715 | 42,538,953 | ||||||||||||
| Barbara L. Rambo | 378,452,975 | 5,971,286 | 655,650 | 42,538,953 | ||||||||||||
| Anne Shen Smith | 382,748,602 | 1,693,266 | 638,043 | 42,538,953 | ||||||||||||
| Geisha J. Williams | 382,607,806 | 1,811,459 | 660,646 | 42,538,953 | ||||||||||||
(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 2018 (included as Item 2 in the proxy statement):
| For: | 414,505,363 | |||
| Against: | 12,244,514 | |||
| Abstain: | 868,987 |
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: | 364,160,249 | |||
| Against: | 19,706,730 | |||
| Abstain: | 1,212,953 | |||
Broker Non-Vote(1) | 42,538,932 |
(1) | See footnote 1 above. |
This proposal was approved.
4. Shareholder proposal regarding customer approval of the charitable giving program (included as Item 4 in the proxy statement):
| For: | 3,697,742 | |||
| Against: | 372,747,317 | |||
| Abstain: | 8,634,873 | |||
Broker Non-Vote(1) | 42,538,932 |
(1) | See footnote 1 above. |
This proposal was not approved.
5. Shareholder proposal regarding shareholder proxy access (included as Item 5 in the proxy statement):
| For: | 101,864,086 | |||
| Against: | 281,547,764 | |||
| Abstain: | 1,668,663 | |||
Broker Non-Vote(1) | 42,538,351 |
(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 | 267,109,586 | 273,780 | 121,850 | 5,576,683 | ||||||||||||
| Fred J. Fowler | 267,096,348 | 287,293 | 121,575 | 5,576,683 | ||||||||||||
| Richard C. Kelly | 267,058,958 | 324,370 | 121,888 | 5,576,683 | ||||||||||||
| Roger H. Kimmel | 267,102,973 | 279,893 | 122,350 | 5,576,683 | ||||||||||||
| Richard A. Meserve | 267,047,248 | 333,624 | 124,344 | 5,576,683 | ||||||||||||
| Forrest E. Miller | 267,078,521 | 304,682 | 122,013 | 5,576,683 | ||||||||||||
| Eric D. Mullins | 267,078,836 | 305,250 | 121,130 | 5,576,683 | ||||||||||||
| Rosendo G. Parra | 267,070,208 | 312,689 | 122,319 | 5,576,683 | ||||||||||||
| Barbara L. Rambo | 267,074,368 | 310,221 | 120,627 | 5,576,683 | ||||||||||||
| Anne Shen Smith | 267,103,809 | 281,113 | 120,294 | 5,576,683 | ||||||||||||
| Nickolas Stavropoulos | 267,110,153 | 272,571 | 122,492 | 5,576,683 | ||||||||||||
| Geisha J. Williams | 267,100,528 | 281,880 | 122,808 | 5,576,683 | ||||||||||||
(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 2018 (included as Item 2 in the proxy statement):
| For: | 272,512,271 | |||
| Against: | 258,329 | |||
| Abstain: | 311,299 |
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: | 266,877,642 | |||
| Against: | 448,415 | |||
| Abstain: | 179,159 | |||
Broker Non-Vote(1) | 5,576,683 |
(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 23, 2018 | LINDA Y.H. CHENG | |
| Vice President, Corporate Governance and | ||
| Corporate Secretary | ||
| PACIFIC GAS AND ELECTRIC COMPANY | ||
| By: | /s/ LINDA Y.H. CHENG | |
| Dated: May 23, 2018 | LINDA Y.H. CHENG | |
| Vice President, Corporate Governance and | ||
| Corporate Secretary | ||