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 2, 2019
 
Commission file number

Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices, and Telephone Number
IRS Employer Identification No.





1-32853
DUKEENERGYLOGOA14.JPG
DUKE ENERGY CORPORATION
(a Delaware corporation)
550 South Tryon Street
Charlotte, North Carolina 28202-1803
704-382-6200






20-2777218
 

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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

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 MAY82019FORM8KRE2019A_IMAGE2.GIF

MAY82019FORM8KRE2019A_IMAGE3.GIF 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.





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 1/1,000 th  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








Item 5.07 Submission of Matters to a Vote of Security Holders.
 
(a)
Duke Energy Corporation (“Duke Energy”) held its Annual Meeting on May 2, 2019.

(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 Duke Energy’s independent registered public accounting firm for 2019, (iii) an advisory vote to approve Duke Energy’s named executive officer compensation, (iv) a shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions, (v) a shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses, (vi) a shareholder proposal regarding a report on mitigating health and climate impacts of coal use, and (vii) a shareholder proposal regarding providing an annual report on the costs and benefits of Duke Energy’s voluntary environment-related activities. For more information on the proposals, see Duke Energy’s proxy statement dated March 21, 2019. 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
438,558,146
21,734,450
173,193,520
95.28%
Annette K. Clayton
450,900,622
9,391,974
173,193,520
97.96%
Theodore F. Craver, Jr.
451,916,750
8,375,846
173,193,520
98.18%
Robert M. Davis
453,460,522
6,832,074
173,193,520
98.52%
Daniel R. DiMicco
448,349,489
11,943,107
173,193,520
97.41%
Lynn J. Good
441,696,066
18,596,530
173,193,520
95.96%
John T. Herron
453,498,053
6,794,543
173,193,520
98.52%
William E. Kennard
448,677,443
11,615,153
173,193,520
97.48%
E. Marie McKee
446,573,639
13,718,957
173,193,520
97.02%
Charles W. Moorman IV
453,023,095
7,269,501
173,193,520
98.42%
Marya M. Rose
453,967,155
6,325,441
173,193,520
98.63%
Carlos A. Saladrigas
449,021,819
11,270,777
173,193,520
97.55%
Thomas E. Skains
449,653,741
10,638,855
173,193,520
97.69%
William E. Webster, Jr.
453,368,481
6,924,115
173,193,520
98.50%

Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.

• Proposal to ratify the appointment of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2019

Votes
For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST
Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
610,829,498
20,294,019
2,362,599
N/A
96.78%
96.42%

The proposal to ratify the appointment of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2019 was approved by a majority of the shares represented.






• Advisory vote to approve Duke Energy’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
422,911,620
32,013,957
5,367,019
173,193,520
92.96%
91.87%

The advisory vote to approve Duke Energy’s named executive officer compensation was approved by a majority of the shares represented.

• Shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions

Votes
For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST

Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
162,448,846
291,577,790
6,265,960
173,193,520
35.77%
35.29%

The shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions failed to receive the support of a majority of the shares represented and, therefore, was not approved.

• Shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses

Votes For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST

Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
166,680,628
288,370,875
5,241,093
173,193,520
36.62%
36.21%

The shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses failed to receive the support of a majority of the shares represented and, therefore, was not approved.

• Shareholder proposal regarding a report on mitigating health and climate impacts of coal use

Votes For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST

Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
188,167,819
262,916,179
9,208,598
173,193,520
41.71%
40.88%

The shareholder proposal regarding a report on mitigating health and climate impacts of coal use failed to receive the support of a majority of the shares represented and, therefore, was not approved.












• Shareholder proposal regarding providing an annual report on the costs and benefits of Duke Energy’s voluntary environment-related activities

Votes For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST

Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
19,691,119
429,967,829
10,633,648
173,193,520
4.37%
4.27%

The shareholder proposal regarding providing an annual report on the costs and benefits of Duke Energy’s voluntary environment-related activities failed to receive the support of a majority of the shares represented and, therefore, was not approved.

(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 8, 2019
By : /s/ David S. Maltz            
 
David S. Maltz
 
Vice President, Legal and Assistant Corporate Secretary