Form 8-K - Current report

 

 

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): January 10, 2025

 

Commission File Number	Exact Name of Registrant as Specified in its Charter, State or other Jurisdiction of Incorporation, Address of Principal Executive Offices, Zip Code, and Registrant's Telephone Number, Including Area Code	IRS Employer Identification No.
1-32853	DUKE ENERGY CORPORATION (a Delaware corporation) 525 S. Tryon Street Charlotte, North Carolina 28202-1803 704-382-3853	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:

 

¨  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:

 

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Duke Energy	Common Stock, $0.001 par value	DUK	New York Stock Exchange LLC
Duke Energy	5.625% Junior Subordinated Debentures due September 15, 2078	DUKB	New York Stock Exchange LLC
Duke Energy	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
Duke Energy	3.10% Senior Notes due 2028	DUK 28A	New York Stock Exchange LLC
Duke Energy	3.85% Senior Notes due 2034	DUK 34	New York Stock Exchange LLC
Duke Energy	3.75% Senior Notes due 2031	DUKE 31A	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.

 

Appointment of Principal Executive Officer and Director of Duke Energy Corporation

 

On January 13, 2025, Duke Energy Corporation (“Duke Energy” or the “Corporation”) announced that Mr. Harry K. Sideris was appointed as the President and Chief Executive Officer and as a member of the Board of Directors of Duke Energy, effective April 1, 2025.

 

Mr. Sideris, age 53, was President of Duke Energy since April 2024.  Prior to that, Mr. Sideris served as Executive Vice President, Customer Experience, Solutions and Services from October 2019 until April 2024.  Prior to that, he served as Senior Vice President and Chief Distribution Officer from June 2018 to October 2019; State President Florida from January 2017 to June 2018; Senior Vice President of Environmental, Health, and Safety from August 2014 to January 2017; and Vice President of Power Generation for the Corporation’s Fossil/Hydro Operations in the western portions of North Carolina and South Carolina from July 2012 to August 2014.

 

Compensatory Arrangement with Harry K. Sideris

 

In connection with the appointment of Mr. Sideris as Chief Executive Officer, on January 10, 2025 the independent members of the Board of Directors of the Corporation approved the following compensation levels: an annual base salary of $1,300,000, effective as of April 1, 2025, a short-term incentive opportunity equal to 150% of his annual base salary, and a long-term incentive opportunity equal to 750% of his annual base salary.

 

 

 

 

Mr. Sideris will continue to participate in the compensation and benefit plans in which he was participating prior to his appointment. Mr. Sideris also will be permitted to use the Corporation’s aircraft for his personal travel within North America, provided that he must reimburse the Corporation for the direct operating costs associated with such travel (other than travel for his annual physical or to attend meetings of other boards on which he serves).

 

The Board of Directors also approved an amendment to Mr. Sideris’ Change in Control Agreement to increase the severance multiple from 2.00 times to 2.99 times his annual compensation. A copy of the amendment is filed as Exhibit 10.1 hereto and incorporated by reference herein. Mr. Sideris otherwise has not entered into, and no amendments were made to, any other material plans, contracts or arrangements in connection with his appointment. In addition, there are no family relationships between Mr. Sideris and any of the Corporation’s directors or other executive officers, and Mr. Sideris is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Retirement of Lynn J. Good

 

On January 13, 2025, Duke Energy announced that Ms. Lynn J. Good will retire as Chief Executive Officer of Duke Energy and Chair and Director of the Board of Directors of the Corporation, effective April 1, 2025. Ms. Good’s retirement is not the result of any disagreement regarding any matter relating to the Corporation’s operations, policies, or practices.

 

A copy of the press release announcing Ms. Good’s retirement and the appointment of Mr. Sideris is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Appointment of Chair of the Board of Directors

 

On January 13, 2025, Duke Energy announced that Lead Independent Director Theodore F. Craver, Jr. will step down as Lead Independent Director and be appointed independent Chair of the Board of Directors of the Corporation, effective April 1, 2025.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1	Amendment to Change in Control Agreement between Harry K. Sideris and Duke Energy Corporation.
99.1	Duke Energy Corporation Press Release dated January 13, 2025.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

 

 

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: January 13, 2025	By:	/s/ David S. Maltz
	Name:	David S. Maltz
	Title:	Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary

 

 

 

 

Exhibit 10.1

 

AMENDMENT TO AGREEMENT

 

The change in control agreement by and between Harry K. Sideris and Duke Energy Corporation dated as of October 1, 2019 (the “Agreement”), as amended on May 8, 2024, is hereby further amended, effective as of April 1, 2025, as follows:

 

1.	The first sentence of Section 4.1(B) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“(B)         In lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the product of 2.99 times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target short-term incentive bonus opportunity for the fiscal year in which the Date of Termination occurs or, if higher, the fiscal year in which the first event or circumstance constituting Good Reason occurs.”

 

2.	The first sentence of Section 4.1(C) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“(C)         For a period of 2.99 years immediately following the Date of Termination (the “Severance Period”), the Company shall arrange to provide the Executive and his or her dependents medical and dental insurance benefits substantially similar to those provided to the Executive and his or her dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his or her dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after tax cost to the Executive than the after tax cost to the Executive immediately prior to such date or occurrence.”

 

3.	The third sentence of Section 7.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“The Repayment Amount shall be determined by aggregating the cash Severance Payments made to the Executive and multiplying the resulting amount by a fraction, the numerator of which is the number of full and partial years remaining in the Severance Period at the time of the violation, and the denominator of which is 2.99.”

 

4.	Except as explicitly set forth herein, the Agreement will remain in full force and effect.

 

IN WITNESS WHEREOF, the undersigned have executed this amendment as of the dates set forth below.

 

	DUKE ENERGY CORPORATION
	By:	/s/ E. Marie McKee
	Name:	E. Marie McKee
	Title:	Chair, Compensation and People Development Committee of the Board of Directors
	Date:	January 10, 2025

 

	EXECUTIVE
	/s/ Harry K. Sideris
	Harry K. Sideris
	Date:	January 10, 2025

 

 

 

 

Exhibit 99.1

 

Duke Energy Board of Directors Appoints Harry Sideris

as President and Chief Executive Officer, Effective April 1

 

Succeeds Lynn Good, Who Retires as Chair and CEO

 

§

Sideris, a 29-year company veteran, also joins the board of directors; lead independent director Ted Craver becomes independent chair, both effective April 1

 

§

In her more than 11 years as CEO, Good transformed Duke Energy into a leading, fully-regulated utility – creating substantial customer and shareholder value

 

CHARLOTTE, N.C., January 13, 2025 – Duke Energy (NYSE: DUK) today announced that its board of directors has appointed Harry Sideris, president and chief executive officer and a member of the board of directors, effective April 1, 2025. Sideris, currently president, will succeed Lynn Good, who will retire from her management and board roles at the company on April 1 after more than two decades of distinguished service.

 

Lead independent director Ted Craver will become independent chair of the Duke Energy Board of Directors, also effective April 1. Craver, who has served on the company’s board since 2017, is the retired chairman, president and CEO of Edison International, an electric power holding company serving 15 million people in Southern California.

 

“After a multi-year and comprehensive CEO-succession process, we are delighted that Harry will become our next president and CEO. Harry’s nearly three-decade long record of extraordinary accomplishments makes him uniquely qualified to lead Duke Energy,” Craver said. “In an era of growth and rapidly evolving customer demands, Harry’s experience in operations, customer service, strategy, and stakeholder and regulatory engagement makes him the ideal choice for CEO. On behalf of the board, I want to congratulate Harry and look forward to him and his leadership team building upon the company’s strong momentum.”

 

Craver continued, “The board is extraordinarily appreciative of Lynn’s leadership during her tenure as CEO and her nearly 20 years with the company. Her many contributions delivered value to our customers, shareholders, and other stakeholders. Thanks to her leadership, Duke Energy today is an industry-leading, fully regulated utility company well-positioned to thrive in the years ahead. Lynn’s legacy is defined by the power of her strategic course, an unwavering commitment to our customers and shareholders, industry-leading operations and safety, excellence in stakeholder engagement and the team she built.”

 

“I am honored and excited to assume the leadership of Duke Energy at this dynamic time for our company and industry,” said CEO-elect Sideris. “I’d also like to thank Lynn for her leadership and guidance over the years. The valuable position that we’ve attained under her leadership, the opportunities before us, and our employees’ steadfast commitment to our customers and shareholders make our future bright.”

 

 

 

 

Sideris, who has served as president of Duke Energy since April 2024, is a 29-year veteran of the company. As president, Sideris has successfully led Duke Energy’s electric and gas utilities, including operations, customer services and delivery, economic development, regulatory and legislative affairs, and grid and generation strategy. He began his career at Progress Energy (formerly Carolina Power & Light) prior to its merger with Duke Energy in 2012. His experience includes a variety of customer, operations, and regulatory leadership roles. Before becoming president, Sideris’ leadership roles included executive vice president of customer experience, solutions and services, president of Duke Energy Florida, vice president of environmental, health and safety and vice president of power generation for fossil/hydro operations in the western regions of North Carolina and South Carolina.

 

Good said, “It has been the honor of a lifetime to lead this company for the last 11 years and to serve with an industry leading team. Working with communities, policymakers, and other stakeholders, I’m so proud of what we’ve accomplished. Duke Energy is in a strong and enviable position and, under Harry’s leadership, will surely seize upon the opportunities ahead to deliver for our customers, communities, investors, and other stakeholders.”

 

During her tenure as CEO, Good guided the company through a highly dynamic external environment while delivering for customers and investors. Hallmarks of her tenure as CEO include enhancing stakeholder engagement, modernizing regulatory constructs across multiple states, developing innovative customer solutions, delivering industry-leading safety and operations, and transforming the company into a pure-play portfolio of regulated utility businesses. She has established herself as a highly respected leader in the utility industry and the broader business community.

 

About Duke Energy

 

Duke Energy (NYSE: DUK), a Fortune 150 company headquartered in Charlotte, N.C., is one of America's largest energy holding companies. The company's electric utilities serve 8.4 million customers in North Carolina, South Carolina, Florida, Indiana, Ohio and Kentucky, and collectively own 54,800 megawatts of energy capacity. Its natural gas utilities serve 1.7 million customers in North Carolina, South Carolina, Tennessee, Ohio and Kentucky.

 

Duke Energy is executing an ambitious clean energy transition, keeping reliability, affordability and accessibility at the forefront as the company works toward net-zero methane emissions from its natural gas business by 2030 and net-zero carbon emissions from electricity generation by 2050. The company is investing in major electric grid upgrades and cleaner generation, including expanded energy storage, renewables, natural gas and nuclear.

 

More information is available at duke-energy.com and the Duke Energy News Center. Follow Duke Energy on X, LinkedIn, Instagram and Facebook, and visit illumination for stories about the people and innovations powering our company.

 

 

 

Cover	Jan. 10, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2025
Entity File Number	1-32853
Entity Registrant Name	DUKE ENERGY CORPORATION
Entity Central Index Key	0001326160
Entity Tax Identification Number	20-2777218
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	525 S. Tryon Street
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28202-1803
City Area Code	704
Local Phone Number	382-3853
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	DUK
Security Exchange Name	NYSE
Junior Subordinated Debentures 5.625 Coupon Due September 2078 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.625% Junior Subordinated Debentures due September 15, 2078
Trading Symbol	DUKB
Security Exchange Name	NYSE
Depositary Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	DUK PR A
Security Exchange Name	NYSE
3.10% Senior Notes due 2028 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.10% Senior Notes due 2028
Trading Symbol	DUK 28A
Security Exchange Name	NYSE
3.85% Senior Notes due 2034 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.85% Senior Notes due 2034
Trading Symbol	DUK 34
Security Exchange Name	NYSE
3.75% Senior Notes due 2031 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.75% Senior Notes due 2031
Trading Symbol	DUKE 31A
Security Exchange Name	NYSE

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