pg& e crop 2008 VotingResults

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pg& e crop 2008 VotingResults

  1. 1. PG&E Corporation: On May 14, 2008, 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 David R. Andrews 266,235,373 3,047,596 4,268,100 C. Lee Cox 265,271,261 4,056,555 4,223,253 Peter A. Darbee 265,158,877 4,149,574 4,242,618 Maryellen C. Herringer 265,596,437 3,791,112 4,163,520 Richard A. Meserve 225,354,269 43,960,973 4,235,827 Mary S. Metz 264,611,678 4,769,367 4,170,024 Barbara L. Rambo 266,308,879 2,957,106 4,285,084 Barry Lawson Williams 262,704,969 6,523,337 4,322,763 Each director nominee was elected a director of PG&E Corporation. Each director nominee received a majority of the shares represented and voting (excluding abstentions) with respect to the nominee’s election, which shares voting affirmatively also constituted a majority of the required quorum. 2. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year 2008 (included as Item 2 in the proxy statement): For: 266,061,878 Against: 3,856,499 Abstain: 3,632,692 This proposal was approved by a majority of the shares represented and voting (excluding abstentions) with respect to this proposal, which shares voting affirmatively also constituted a majority of the required quorum. 3. Consideration of a shareholder proposal regarding statement of personal contribution by CEO (included as Item 3 in the proxy statement): For: 11,798,255 Against: 218,506,882 Abstain: 5,976,209 Broker non-vote (1): 37,269,723 This shareholder proposal was not approved, as the number of shares voting affirmatively on the proposal constituted less than a majority of the shares represented and voting (excluding abstentions and broker non-votes) with respect to the proposal. 4. Consideration of a shareholder proposal regarding shareholder say on executive pay (included as Item 4 in the proxy statement): For: 121,773,318 Against: 109,174,157 Abstain: 5,333,871 (1) Broker non-vote : 37,269,723 This shareholder proposal was approved, as the number of shares voting affirmatively on the proposal constituted more than a majority of the shares represented and voting (excluding abstentions and broker non-votes) with respect to the proposal, and also constituted a majority of the required quorum.
  2. 2. 5. Consideration of a shareholder proposal regarding independent lead director (included as Item 5 in the proxy statement): For: 57,261,504 Against: 170,820,904 Abstain: 8,198,938 Broker non-vote (1): 37,269,723 This shareholder proposal was not approved, as the number of shares voting affirmatively on the proposal constituted less than a majority of the shares represented and voting (excluding abstentions and broker non- votes) with respect to the proposal. (1) A non-vote occurs when brokers or nominees have voted on some of the matters to be acted on at a meeting, but do not vote on certain other matters because, under the rules of the New York Stock Exchange, they are not allowed to vote on those other 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, 2008, Pacific Gas and Electric Company (Utility) held its annual meeting of shareholders. Shares of capital stock of the Utility consist of shares of common stock and shares of first preferred stock. As PG&E Corporation and a subsidiary own all of the outstanding shares of common stock, they hold approximately 96% of the combined voting power of the outstanding capital stock of the Utility. PG&E Corporation voted all of its shares of common stock for the nominees named in the 2008 joint proxy statement and for the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year 2008. The shares of common stock held by the subsidiary were not voted. The balances of the votes shown below were cast by holders of shares of first preferred stock. 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 David R. Andrews 272,294,704 197,831 91,240 C. Lee Cox 272,281,529 197,546 104,700 Peter A. Darbee 272,295,625 186,490 101,660 Maryellen C. Herringer 272,288,492 199,871 95,412 Richard A. Meserve 272,240,567 247,147 96,061 Mary S. Metz 272,274,958 214,048 94,769 William T. Morrow 272,296,059 180,903 106,813 Barbara L. Rambo 272,281,908 205,706 96,161 Barry Lawson Williams 272,274,075 204,658 105,042 Each director nominee was elected a director of Pacific Gas and Electric Company. Each director nominee received a majority of the shares represented and voting (excluding abstentions) with respect to the nominee’s election, which shares voting affirmatively also constituted a majority of the required quorum. 2. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year 2008 (included as Item 2 in the proxy statement): 272,357,765 For: Against: 87,495 Abstain: 138,515 This proposal was approved by a majority of the shares represented and voting (excluding abstentions) with respect to this proposal, which shares voting affirmatively also constituted a majority of the required quorum.

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