Current Report Filing (8-k)

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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 7, 2020

 

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)

 

[phone]

(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 5.07 Submission of Matters to a Vote of Security Holders.

 

(a)

The Corporation held its Annual Meeting on May 7, 2020.

 

(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 2020, (iii) an advisory vote to approve the Corporation’s named executive officer compensation, (iv) a shareholder proposal regarding independent board chair, (v) a shareholder proposal regarding elimination of supermajority voting provisions in Duke Energy’s Certificate of Incorporation, (vi) a shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions and expenditures, and (vii) a shareholder proposal regarding providing an annual report on Duke Energy’s lobbying payments. For more information on the proposals, see Duke Energy’s proxy statement dated March 26, 2020. 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		449,424,410		22,306,950		155,389,100		95.27%
Annette K. Clayton		464,775,289		6,956,071		155,389,100		98.53%
Theodore F. Craver, Jr.		463,593,071		8,138,289		155,389,100		98.27%
Robert M. Davis		462,433,733		9,297,627		155,389,100		98.03%
Daniel R. DiMicco		460,720,694		11,010,666		155,389,100		97.67%
Nicholas C. Fanandakis		467,194,445		4,536,915		155,389,100		99.04%
Lynn J. Good		449,121,027		22,610,333		155,389,100		95.21%
John T. Herron		465,793,357		5,938,003		155,389,100		98.74%
William E. Kennard		460,098,206		11,633,154		155,389,100		97.53%
E. Marie McKee		457,814,588		13,916,772		155,389,100		97.05%
Marya M. Rose		463,561,440		8,169,920		155,389,100		98.27%
Thomas E. Skains		465,604,958		6,126,402		155,389,100		98.70%
William E. Webster, Jr.		467,322,184		4,409,176		155,389,100		99.07%

 

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 independent registered public accounting firm for 2020

 

Votes For		Votes Against		Abstain		Broker Non-Votes		Votes Cast FOR Votes Cast FOR + AGAINST		Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN
602,123,178		22,925,511		2,071,771		NA		96.33%		96.01%

 

The proposal to ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm received the support of a majority of the shares represented.

 

 

 

 

•

Advisory vote to approve Duke Energy 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
436,899,353		30,160,071		4,671,936		155,389,100		93.54%		92.61%

 

The advisory vote to approve Duke Energy Corporation’s named executive officer compensation received the support of a majority of the shares represented.

 

•

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
176,736,714		263,778,469		31,216,177		155,389,100		40.12%		37.46%

 

The shareholder proposal regarding independent board chair failed to receive the support of a majority of the shares represented.

 

•

Shareholder proposal regarding elimination of supermajority voting provisions in Duke Energy’s Certificate of Incorporation

 

Votes For		Votes Against		Abstain		Broker Non-Votes		Votes Cast FOR Votes Cast FOR + AGAINST		Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN
403,552,052		24,836,084		43,335,648		155,396,674		94.20%		85.54%

 

The shareholder proposal regarding elimination of supermajority voting provisions in Duke Energy’s Certificate of Incorporation received the support of a majority of the shares represented.

 

•

Shareholder proposal regarding providing a semiannual report on Duke Energy’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
181,406,437		285,376,209		4,948,714		155,389,100		38.86%		38.45%

 

The shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions and expenditures failed to receive the support of a majority of the shares represented.

 

•

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

 

Votes For		Votes Against		Abstain		Broker Non-Votes		Votes Cast FOR Votes Cast FOR + AGAINST		Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN
198,128,750		268,683,130		4,919,480		155,389,100		42.44%		42.00%

 

The shareholder proposal regarding providing an annual report on Duke Energy’s lobbying payments failed to receive 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 13, 2020	By:	/s/ DAVID S. MALTZ
		David S. Maltz
		Assistant Corporate Secretary