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 (Date of earliest event reported): May 5, 2021
|
Commission file
number |
Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices, and Telephone Number |
IRS Employer
Identification No. |
| 1-32853 |
DUKE ENERGY CORPORATION (a Delaware corporation) 550 South Tryon Street Charlotte, North Carolina 28202-1803 704-382-6200 |
20-2777218 |
550 South Tryon Street, Charlotte, North Carolina 28202
(Address of Principal Executive Offices, including Zip code)
(704) 382-3853
(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:
¨ 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, $0.001 par value | DUK | New York Stock Exchange LLC |
| 5.125% Junior Subordinated Debentures due January 15, 2073 | DUKH | New York Stock Exchange LLC |
| 5.625% Junior Subordinated Debentures due September 15, 2078 | DUKB | New York Stock Exchange LLC |
| Depositary Shares, each representing a 1/1,000th interest in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | DUK PR A | New York Stock Exchange LLC |
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 ¨
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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | On March 30, 2021, Duke Energy Corporation (the “Corporation”) announced that Ms. Cynthia S. Lee has been appointed to the position of Vice President, Chief Accounting Officer and Controller, effective May 16, 2021. In connection with this promotion, the Compensation and People Development Committee of the Board of Directors of the Corporation, effective as of May 16, 2021, approved an increase in Ms. Lee’s annual base salary from $195,305 to $300,000, an increase in her short-term incentive opportunity from 30% to 45% of her annual base salary, and an increase in her long-term incentive opportunity from 30% to 75% of her annual base salary. Except as otherwise described in the Form 8-K dated March 30, 2021, Ms. Lee has not entered into, nor were any amendments made to, any material plans, contracts or arrangements in connection with her change in responsibilities. |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | The Corporation held its Annual Meeting on May 6, 2021. |
| (b) | At the Annual Meeting, shareholders voted on the following items: (i) election of directors, (ii) ratification of the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2021, (iii) an advisory vote to approve the Corporation’s named executive officer compensation, (iv) an amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements, (v) a shareholder proposal regarding independent board chair, and (vi) a shareholder proposal regarding providing a semiannual report on the Corporation’s political contributions and expenditures. For more information on the proposals, see the Corporation’s proxy statement dated March 23, 2021. Set forth on the following pages are the final voting results for each of the proposals. |
• Election of Director Nominees
| Director | Votes For | Withheld |
Broker Non-Votes |
Votes Cast FOR Votes Cast FOR + WITHHELD |
||||||||||||
| Michael G. Browning | 440,689,097 | 59,490,958 | 149,096,477 | 88.11% | ||||||||||||
| Annette K. Clayton | 494,785,746 | 5,394,309 | 149,096,477 | 98.92% | ||||||||||||
| Theodore F. Craver, Jr. | 492,406,014 | 7,774,041 | 149,096,477 | 98.45% | ||||||||||||
| Robert M. Davis | 490,837,231 | 9,342,824 | 149,096,477 | 98.13% | ||||||||||||
| Caroline Dorsa | 479,655,580 | 20,524,475 | 149,096,477 | 95.90% | ||||||||||||
| W. Roy Dunbar | 494,438,390 | 5,741,665 | 149,096,477 | 98.85% | ||||||||||||
| Nicholas C. Fanandakis | 494,762,010 | 5,418,045 | 149,096,477 | 98.92% | ||||||||||||
| Lynn J. Good | 459,862,531 | 40,317,524 | 149,096,477 | 91.94% | ||||||||||||
| John T. Herron | 493,765,541 | 6,414,514 | 149,096,477 | 98.72% | ||||||||||||
| E. Marie McKee | 487,802,910 | 12,377,145 | 149,096,477 | 97.53% | ||||||||||||
| Michael J. Pacilio | 494,828,662 | 5,351,393 | 149,096,477 | 98.93% | ||||||||||||
| Thomas E. Skains | 493,723,940 | 6,456,115 | 149,096,477 | 98.71% | ||||||||||||
| William E. Webster, Jr. | 495,010,511 | 5,169,544 | 149,096,477 | 98.97% | ||||||||||||
Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.
• Ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2021
| Votes For | Votes Against | Abstain |
Broker Non-Votes |
Votes Cast FOR Votes Cast FOR + AGAINST |
Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
|||||||||||||||
| 622,954,578 | 24,200,791 | 2,121,163 | NA | 96.26% | 95.94% | |||||||||||||||
The ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2021 received the support of a majority of the shares represented.
• Advisory vote to approve the Corporation’s named executive officer compensation
| Votes For | Votes Against | Abstain |
Broker Non-Votes |
Votes Cast FOR Votes Cast FOR + AGAINST |
Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
|||||||||||||||||
| 462,907,689 | 32,526,803 | 4,745,563 | 149,096,477 | 93.43% | 92.54% | |||||||||||||||||
The advisory vote to approve the Corporation’s named executive officer compensation received the support of a majority of the shares represented.
• Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements
| Votes For | Votes Against | Abstain |
Broker Non-Votes |
Votes Cast FOR Shares Outstanding |
||||||||||||||
| 485,966,612 | 10,456,614 | 3,756,829 | 149,096,477 | 63.17% | ||||||||||||||
The amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements failed to receive the support of 80% of the shares outstanding.
• Shareholder proposal regarding independent board chair
| Votes For | Votes Against | Abstain |
Broker Non-Votes |
Votes Cast FOR Votes Cast FOR + AGAINST |
Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
|||||||||||||||||
| 174,166,803 | 321,840,204 | 4,173,048 | 149,096,477 | 35.11% | 34.82% | |||||||||||||||||
The shareholder proposal regarding independent board chair failed to receive the support of a majority of the shares represented.
• Shareholder proposal regarding providing a semiannual report on the Corporation’s political contributions and expenditures
| Votes For | Votes Against | Abstain |
Broker Non-Votes |
Votes Cast FOR Votes Cast FOR + AGAINST |
Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
|||||||||||||||||
| 257,262,883 | 238,252,758 | 4,664,414 | 149,096,477 | 51.91% | 51.43% | |||||||||||||||||
The shareholder proposal regarding providing a semiannual report on the Corporation’s political contributions and expenditures received the support of a majority of the shares represented.
| (c) | Not applicable. |
| (d) | Not applicable |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUKE ENERGY CORPORATION | ||
| Date: May 11, 2021 | By: | /s/ DAVID S. MALTZ |
| David S. Maltz | ||
| Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary |