8-K

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 12, 2010 (Date of earliest event reported)
PG&E CORPORATION
(Exact Name of Registrant as specified in Charter)
California	1-12609		94-3234914
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
One Market, Spear Tower, Suite 2400, San Francisco, CA		94105
(Address of principal executive offices)		(Zip code)
415-267-7000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
PACIFIC GAS AND ELECTRIC COMPANY
(Exact Name of Registrant as specified in Charter)
California	1-2348		94-0742640
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
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)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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))

Item 5.07 Submission of Matters to a Vote of Security Holders

PG&E Corporation:

On May 12, 2010, 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	222,524,253	3,869,179	627,573	38,065,631
Lewis Chew	222,879,314	3,524,195	617,496	38,065,631
C. Lee Cox	220,076,761	6,302,965	641,279	38,065,631
Peter A. Darbee	216,847,183	9,506,406	667,416	38,065,631
Maryellen C. Herringer	186,240,407	40,127,886	652,948	38,065,395
Roger H. Kimmel	222,714,992	3,615,971	690,042	38,065,631
Richard A. Meserve	211,974,883	14,379,498	666,624	38,065,631
Forrest E. Miller	222,266,112	4,108,403	646,490	38,065,631
Rosendo G. Parra	222,584,039	3,745,592	691,374	38,065,631
Barbara L. Rambo	222,110,108	4,240,940	669,957	38,065,631
Barry Lawson Williams	219,761,716	6,570,465	689,060	38,065,395

Each director nominee was elected a director of PG&E Corporation.

2.   Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2010 (included as Item 2 in the proxy statement):

For:	261,741,679
Against:	2,440,672
Abstain:	904,285

This proposal was approved.

3.   Non-binding advisory vote on executive compensation (included as Item 3 in the proxy statement):

For:	251,040,122
Against:	10,214,679
Abstain:	3,831,599

This proposal was approved.

4.   Management proposal to amend the 2006 PG&E Corporation Long-Term Incentive Plan (included as Item 4 in the proxy statement):

For:	246,835,909
Against:	16,214,679
Abstain:	2,038,152
Broker Non-Vote(1):	0

This proposal was approved.

5.   Shareholder proposal regarding independent Board chairman (included as Item 5 in the proxy statement):

For:	62,611,319
Against:	163,358,350
Abstain:	1,050,624
Broker Non-Vote(1):	38,066,343

This shareholder proposal was not approved.

6.   Shareholder proposal regarding limits for directors involved with bankruptcy (included as Item 6 in the proxy statement):

For:	7,232,773
Against:	217,856,784
Abstain:	1,930,736
Broker Non-Vote(1):	38,066,343

This shareholder proposal was not approved.

7.   Shareholder proposal regarding political contributions (included as Item 7 in the proxy statement):

For:	42,342,274
Against:	130,425,187
Abstain:	54,253,780
Broker Non-Vote(1):	38,065,395

This shareholder proposal was not approved.

(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 12, 2010, Pacific Gas and Electric Company 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	266,626,348	73,188	46,627	5,065,186
Lewis Chew	266,627,403	73,635	45,125	5,065,186
C. Lee Cox	266,616,461	83,727	45,975	5,065,186
Peter A. Darbee	266,633,185	66,680	46,298	5,065,186
Maryellen C. Herringer	266,582,993	116,801	46,369	5,065,186
Christopher P. Johns	266,632,323	67,400	46,440	5,065,186
Roger H. Kimmel	266,622,327	73,389	50,447	5,065,186
Richard A. Meserve	266,626,213	72,556	47,394	5,065,186
Forrest E. Miller	266,621,161	78,124	46,878	5,065,186
Rosendo G. Parra	266,621,359	76,700	48,104	5,065,186
Barbara L. Rambo	266,616,903	80,649	48,611	5,065,186
Barry Lawson Williams	266,609,511	89,120	47,532	5,065,186

Each director nominee 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 2010 (included as Item 2 in the proxy statement):

For:	271,632,634
Against:	56,396
Abstain:	122,319

This proposal was approved.

3.   Non-binding advisory vote on executive compensation (included as Item 3 in the proxy statement):

For:	271,184,336
Against:	440,890
Abstain:	186,123

This proposal was approved.

(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.

Item 7.01 Regulation FD Disclosure

On May 17 and May 18, 2010, a member of PG&E Corporation’s senior management will attend the AGA Financial Forum in Palm Beach, Florida and will meet with various investment professionals to reaffirm the financial guidance and underlying assumptions that PG&E Corporation last provided on May 7, 2010.  The materials attached to this report as Exhibit 99 will be used during these meetings.  These materials can be accessed through the “Investors” section of PG&E Corporation’s website at www.pgecorp.com.  The information included in Exhibit 99 is incorporated by reference in response to this Item 7.01, and is deemed to be furnished, not filed, pursuant to Item 7.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibits

The following exhibit is being furnished, and is not deemed to be filed:

Exhibit 99 PG&E Corporation materials to be used for meetings with various investment professionals during the AGA Financial Forum held in Palm Beach, Florida, on May 17 and May 18.

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.

	PG&E CORPORATION
Dated: May 14, 2010	By:	LINDA Y.H. CHENG
		LINDA Y.H. CHENG  Vice President, Corporate Governance  and Corporate Secretary

	PACIFIC GAS AND ELECTRIC COMPANY
Dated: May 14, 2010	By:	LINDA Y.H. CHENG
		LINDA Y.H. CHENG  Vice President, Corporate Governance  and Corporate Secretary

EXHIBIT INDEX

No.	Description of Exhibit
Exhibit 99	PG&E Corporation materials to be used for meetings with various investment professionals during the AGA Financial Forum held in Palm Beach, Florida, on May 17 and May 18.

EX-99

PG&E

Corporation

®

AGA Financial Forum May 17-18, 2010

Chris Johns
President
Pacific Gas and Electric Company

Exhibit 99

2

2

This presentation contains management’s guidance for PG&E Corporation’s 2010 and 2011 earnings per share from operations, projections of Pacific Gas and
Electric Company’s (Utility) capital expenditures, construction work in progress (CWIP), rate base and rate base growth, and projections of PG&E
Corporation’s and the Utility’s financing needs. These statements and projections, as well as the underlying assumptions, are forward-looking statements that
are based on current expectations which management believes are reasonable. These statements and assumptions are necessarily subject to various risks
and uncertainties, the realization or resolution of which may be outside of management's control. Actual results may differ materially. Factors that could cause
actual results to differ materially include:

• the Utility’s ability to manage capital expenditures and its operating and maintenance expenses within authorized levels

• the outcome of pending and future regulatory proceedings and whether the Utility is able to timely recover its costs through rates;

• the adequacy and price of electricity and natural gas supplies, and the ability of the Utility to manage and respond to the volatility of the electricity and
natural gas markets, including the ability of the Utility and its counterparties to post or return collateral;

• explosions, fires, accidents, mechanical breakdowns, the disruption of information technology and systems, and similar events that can cause unplanned
outages, reduce generating output, damage the Utility’s assets or operations, subject the Utility to third-party claims for property damage or personal injury,
or result in the imposition of civil, criminal, or regulatory fines or penalties on the Utility;

• the impact of storms, earthquakes, floods, drought, wildfires, disease and similar natural disasters, or acts of terrorism or vandalism, that affect customer
demand, or that damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on
which the Utility relies;

• the potential impacts of climate change on the Utility’s electricity and natural gas businesses;

• changes in customer demand for electricity and natural gas resulting from unanticipated population growth or decline, general economic and financial
market conditions, changes in technology, including the development of alternative technologies that enable customers to increase their reliance on self-
generation, or other reasons;

• the occurrence of unplanned outages at the Utility’s two nuclear generating units atDiablo Canyon, the availability of nuclear fuel, the outcome of the
Utility’s application to renew the operating licenses for Diablo Canyon, and potential changes in laws or regulations with respect to the storage of spent
nuclear fuel, security, safety or other matters associated with the operations at Diablo Canyon;

• whether the Utility can maintain the cost savings it has recognized from operating efficiencies it has achieved and identify and successfully implement
additional sustainable cost-saving measures;

• whether the Utility earns incentive revenues or incurs obligations under incentive ratemaking mechanisms;

• the impact of changes in federal or state laws, or their interpretation, on energy policy and the regulation of utilities and their holding companies;

• whether the new wholesale electricity markets in Californiawill continue to function effectively and whether the Utility can successfully implement “dynamic
pricing” for its electricity customers;

• how the CPUC administers the conditions imposed on PG&E Corporation when it became the Utility’s holding company;

• the extent to which PG&E Corporation or the Utility incurs costs and liabilities in connection with litigation that are not recoverable through rates, from
insurance, or from other third parties;

• the ability of PG&E Corporation, the Utility, and counterparties to access capital markets and other sources of credit in a timely manner on acceptable terms;

• the impact of environmental laws and regulations and the costs of compliance and remediation;

• the effect of municipalization, direct access, community choice aggregation, or other forms of bypass;

• the outcome of federal or state tax audits and the impact of changes in federal or state tax laws, policies, or regulations; and

• other factors and risks discussed in PG&E Corporation’s and the Utility’s 2009 Annual Report on Form 10-K and other reports filed with the Securities and
Exchange Commission.

Cautionary Language Regarding
Forward-Looking Statements

3

Vision & Values

4

PCG Investment Case

Excellent service at reasonable cost

Constructive regulatory environment

Investment in infrastructure-
providing solid, regulated growth

Clean generation and world-class energy
efficiency programs

Stable capital structure and return

Reliable, growing dividend

5

Regulatory Environment

• Gas Transmission & Storage

• Transmission Owner Case

• General Rate Case

Key Regulatory Cases

6

2011 Gas Transmission and
Storage Rate Case

Sets revenue requirements, rates, terms and conditionsfor PG&E’s
Gas Transmission and Storage services for 2011 - 2014

Revenue Requirement Request: $529M

$67M increase over 2010 revenue requirement

$235M Capital Expenditures

Allows for upgrades to backbone transmission, local transmission,
and storage facilities, and maintenance of equipment

Proposed attrition mechanism similar to General Rate Case

Final decision requested by Q4 2010

7

Sets revenue requirements for PG&E’s Electric Transmission
business in 2010-2011

Original Revenue Requirement Request: $946 million

$800M Capital Expenditures

All-Party Settlement reached in March, 2010: $875 million

Adds additional transmission capacity and performance of
maintenance and replacement work on our substations
improving overall reliability of our system

FERC TO12 Filing

8

2011 General Rate Case

Sets revenue requirements for Gas and Electric Distribution
and Electric Generation businesses for 2011 - 2013

Revenue Requirement Request: $6.7B

$1.048 billion increase

$2.7B average capital expenditures per year

Allows for necessary investments in energy infrastructure
to deliver energy safely and reliably to customers

Key capital projects will focus on:

•replacement of gas and electric systems that are at or near the end of their
useful lives

•replacement of aging generation infrastructure, hydro relicensing
requirements

•replacement of aging fleet, buildings and IT systems

9

Filing includes a flexible attrition mechanism adjusting for:

•labor cost adjustments

•materials and services adjustments

•capital related adjustments

•other adjustments, such as changes in franchise, payroll or other taxes

Attrition revenues are currently forecasted to be $275M and
$343M in 2012 and 2013

Items not included in the 2011 GRC:

•SmartMeterTM and SmartMeterTM Upgrade programs

•PV Project, Cornerstone, Manzana, Diablo Relicensing

June - July

August

November

Hearings

Opening and
Reply Briefs

Proposed
Decision

New Rates
in Effect

Jan 1 2011

2011 General Rate Case

December

Final

Decision

10

10

Capital Expenditure Outlook

Low Case$4.0B

Low Case$4.0B

High Case$4.6B

High Case$4.6B

Low Case$3.2B

Low Case$3.2B

High Case$5.3B

High Case$5.3B

2009

2010

2011

Low

High

$3.9B

Cap Ex Forecast ($B)

Cap Ex Forecast ($B)

Actual

Low

High

CapEx ranges have not been updated for recent developments in the Solar PV project.

11

Rate Base and CWIP

2009 Actual

2010

2011

Rate Base
Low Case$21.4B
High Case$21.3B

Rate Base
Low Case$21.4B
High Case$21.3B

Rate Base
Low Case$24.0B
High Case$24.4B

Rate Base
Low Case$24.0B
High Case$24.4B

Weighted Average Rate Base*
and Construction Work in Progress ($B)

Low

High

Low

High

Construction Work
In Progress (CWIP)

Construction Work
In Progress (CWIP)

$21.6
B

Rate Base + CWIP
Low Case$23.7B
High Case$23.6B

Rate Base + CWIP
Low Case$23.7B
High Case$23.6B

Rate Base

Rate Base

Rate Base + CWIP
Low Case$25.7B
High Case$26.7B

Rate Base + CWIP
Low Case$25.7B
High Case$26.7B

*Projected 2010-2011 rate base is not adjusted for the impact of the carrying cost credit that results from the second series of the
Energy Recovery Bonds.Earnings will be reduced by an amount equal to the deferred tax balance associated with the Energy
Recovery Bonds regulatory asset, multiplied by the Utility's equity ratio and by its equity return.This rate base offset carrying
cost declines to zero when the taxes are fully paid in 2012.

Rate Base:$19.8B
Rate Base + CWIP: $21.6B

Rate Base:$19.8B
Rate Base + CWIP: $21.6B

Rate Base forecast ranges have not been updated for recent developments in the Solar PV project

12

2011

EPS Guidance

$3.85

$3.85

2008
Actual

2010

$2.95

$2.95

$3.65

$3.65

Low

Low

High

High

Low

Low

High

High

$3.50

$3.50

$3.35

$3.35

Earnings per Share from Operations*

Earnings per Share from Operations*

2009
Actual

$3.21

$3.21

* Reg G reconciliation to GAAP for 2008 and 2009 EPS from Operations, and 2010-2011 EPS Guidance
available in Appendix and at www.pge-corp.com

13

PG&E is sensitive to customer needs

- Historic trend in prices

- Current comparisons

- Plan to restructure residential
electric tiers

Excellent Service / Reasonable Cost

14

$0.00

$0.02

$0.04

$0.06

$0.08

$0.10

$0.12

$0.14

$0.16

$0.18

$0.20

$0.22

CPI

Public Purpose Program & Other

Transmission & Distribution

Generation

Residential Avg. Electric Rate

15

Residential Avg. Gas Rate

Procurement includes: Gas Supply, Transport to CA Border, Backbone Transmission and Storage

Transportation includes: Distribution, Local Transmission, SmartMeter, Solar Programs and Balancing Accounts

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

$1.50

$1.75

93

94

95

96

97

98

99

00

01

02

03

04

05

06

07

08

09

10

11

CPI

Procurement

Transportation

16

Source: Edison Electric Institute, Statistical Yearbook, Year 2008

17

Source: American Gas Association, Gas Facts, Year 2008

18

Proposed Summer Rate Relief

Reduce overall rates by $400M, about 3%, effective June 1, 2010

Collapse Tiers 4 and 5 into one tier and substantially reduce the
rates, and moderately increase Tier 3

19

GRC Phase 2 -

Residential Rate Design

Collapse Tiers 3, 4 and 5 into a single Tier 3

20

PCG Investment Case

Excellent service at reasonable cost

Constructive regulatory environment

Investment in infrastructure-
providing solid, regulated growth

Clean generation and world-class energy
efficiency programs

Stable capital structure and return

Reliable, growing dividend

®

Appendix

22

Key Regulatory Proceedings

23

Cost of Capital

52% Equity Level·11.35% ROE·Adj ustment Mechanism

•Decided separately from General Rate Case

•Current terms in place until 2013

• Triggers change to ROE if average Moody’s Utility (A or Baa) bond yield index over
a 12 month period moves up or down by 100 basis points over benchmarks.

• 12 month period is October through the following September
(i.e. October 2009 through September 2010).

Mechanism

24

GUIDANCE REFLECTS:

Capital expenditures consistent with low and high case
ranges

Utility earns ROE of at least 11.35%

Ratemaking capital structure maintained at 52% equity

CEE incentives and tax cash flow consistent with high
and low case ranges

Resolution of FERC generator claims in 2011 results in
financing needs partially in 2011 (low case) or entirely in
2012 and beyond (high case)

Financial Assumptions: 2010-2011

25

2009 EPS - Reg G Reconciliation

(1) Earnings per share from operations is a non-GAAP measure. This non-GAAP measure is used because it allows investors to compare the
core underlying financial performance from one period to another, exclusive of items that do not reflect the normal course of operations.

(2) Items impacting comparability reconcile earnings from operations with consolidated net income as reported in accordance with GAAP.

(3) For the twelve months ended December 31, 2009, PG&E Corporation recognized $66 million, after-tax, for the interest and state tax
benefit associated with a federal tax refund, for 1998 and 1999.

(5) For the twelve months ended December 31, 2009, PG&E Corporation incurred $59 million, after-tax of costs to perform accelerated
system-wide natural gas integrity surveys and associated remedial work.

(4) For the twelve months ended December 31, 2009, PG&E Corporation recognized $28 million, after-tax, related to the CPUC's
authorization to recover costs previously incurred in connection with the Utility’s hydroelectric generation facilities.

(6) For thetwelve months ended December 31, 2009, PG&E Corporation accrued $38 million, after-tax of severance costs related to the
elimination of approximately 2% percent of the Utility’s workforce.

26

EPS Guidance - Reg G Reconciliation

(1) Earnings per share from operations is a non-GAAP measure.This non-GAAP measure is used because it allows investors to
compare the core underlying financial performance from one period to another, exclusive of items that do not reflect the
normal course of operations.

(2) Items impacting comparability reconcile earnings from operations with consolidated net income as reported in accordance with GAAP.

(3) Costs related to Proposition 16 - The Taxpayers' Right to Vote Act

(4) Reduction in the deferred tax asset corresponding to the loss of tax deductibility of Medicare Part D federal subsidies.