8-K 1 form8k.htm CURRENT REPORT
PG&E Corporation
8-K on 06/24/2019   Download
SEC Document
SEC Filing


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