PCG » Topics » Audit Committees of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company

This excerpt taken from the PCG DEF 14A filed Apr 1, 2009.

Audit Committees of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company

Barry Lawson Williams, Chair
David R. Andrews
Maryellen C. Herringer
Mary S. Metz

72



Other Information

Principal Shareholders

The following table presents certain information regarding shareholders that PG&E Corporation and Pacific Gas and Electric Company know are the beneficial owners of more than 5% of any class of voting securities of PG&E Corporation or Pacific Gas and Electric Company as of March 9, 2009.

              Class of Stock

  Name and Address of          
Beneficial Owner          

  Amount and Nature of
Beneficial Ownership

  Percent
of Class

 

 

 

 

 

 

 

 

 
Pacific Gas and Electric
Company stock(1)
  PG&E Corporation(2)
One Market, Spear Tower,
Suite 2400
San Francisco, CA 94105
  264,374,809   96.24 %

PG&E Corporation
Common stock

 

Franklin Resources, Inc.(3)
One Franklin Parkway,
San Mateo, CA 94403

 

22,348,423

 

6.2

%
(1)
Pacific Gas and Electric Company's common stock and preferred stock vote together as a single class. Each share is entitled to one vote.

(2)
As a result of the formation of the holding company on January 1, 1997, PG&E Corporation became the holder of all issued and outstanding shares of Pacific Gas and Electric Company common stock. As of March 9, 2009, PG&E Corporation held 100% of the issued and outstanding shares of Pacific Gas and Electric Company common stock, and neither PG&E Corporation nor any of its subsidiaries held shares of Pacific Gas and Electric Company preferred stock.

(3)
The information relates to beneficial ownership as of December 31, 2008, as reported in Schedule 13G filed with the Securities and Exchange Commission on February 9, 2009 on behalf of Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisers, Inc. In general, Franklin Resources Inc.'s (FRI) investment management subsidiaries contractually have investment and/or voting power over securities owned by such investment management subsidiaries' clients. Messrs. Johnson and Johnson each own greater than 10% of the outstanding common stock of FRI. Each of FRI and the two Messrs. Johnson are considered beneficial owners of 22,348,423 shares of PG&E Corporation common stock. None of these three have voting or investment power over these shares. Franklin Advisers, Inc. is an investment management subsidiary of FRI and has beneficial ownership of 21,713,100 shares of PG&E Corporation common stock. Of those shares, Franklin Advisors, Inc. has sole voting power with respect to 21,713,100 of these shares and sole dispositive power with respect to 21,713,100 of these shares.

73



Section 16(a) Beneficial Ownership Reporting Compliance

In accordance with Section 16(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission regulations, PG&E Corporation's and Pacific Gas and Electric Company's directors and certain officers, and persons who own greater than 10% of PG&E Corporation's or Pacific Gas and Electric Company's equity securities must file reports of ownership and changes in ownership of such equity securities with the Securities and Exchange Commission and the principal national securities exchange on which those securities are registered, and must furnish PG&E Corporation or Pacific Gas and Electric Company with copies of all such reports that they file.

Based solely on review of copies of such reports received or written representations from certain reporting persons, PG&E Corporation and Pacific Gas and Electric Company believe that during 2008 all filing requirements applicable to their respective directors, officers, and 10% shareholders were satisfied. No information is reported for individuals during periods in which they were not directors, officers, or 10% shareholders of the respective company.

By Order of the Boards of Directors of
PG&E Corporation and
Pacific Gas and Electric Company,

GRAPHIC

Linda Y.H. Cheng
Vice President, Corporate Governance and Corporate Secretary of
PG&E Corporation and
Pacific Gas and Electric Company

74



Appendix A
PG&E Corporation
Pacific Gas and Electric Company

This excerpt taken from the PCG DEF 14A filed Apr 2, 2008.

Audit Committees of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company

Barry Lawson Williams, Chair
David R. Andrews
Maryellen C. Herringer
Mary S. Metz

73



Other Information

This excerpt taken from the PCG DEF 14A filed Mar 14, 2006.

Audit Committees of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company

Barry Lawson Williams, Chair
David R. Andrews
Leslie S. Biller
Maryellen C. Herringer
Mary S. Metz

44


Other Information

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