Current Report Filing (8-k)
May 13 2020 - 8:01AM
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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
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
|
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Common stock, $0.001 par value
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DUK
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New York Stock Exchange LLC
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5.125% Junior Subordinated Debentures due January 15, 2073
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DUKH
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New York Stock Exchange LLC
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5.625% Junior Subordinated Debentures due September 15, 2078
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DUKB
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New York Stock Exchange LLC
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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
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DUK PR A
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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.
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(a)
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The Corporation held its Annual Meeting on May 7, 2020.
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(b)
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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.
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|
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•
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Election of Director Nominees
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Director
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Votes For
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Withheld
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Broker
Non-Votes
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Votes Cast FOR
Votes Cast FOR
+ WITHHELD
|
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Michael G. Browning
|
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449,424,410
|
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22,306,950
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155,389,100
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95.27%
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Annette K. Clayton
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464,775,289
|
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6,956,071
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155,389,100
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98.53%
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Theodore F. Craver, Jr.
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463,593,071
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8,138,289
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155,389,100
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98.27%
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Robert M. Davis
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462,433,733
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9,297,627
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155,389,100
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98.03%
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Daniel R. DiMicco
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460,720,694
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11,010,666
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155,389,100
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97.67%
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Nicholas C. Fanandakis
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467,194,445
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4,536,915
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155,389,100
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99.04%
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Lynn J. Good
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449,121,027
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22,610,333
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155,389,100
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95.21%
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John T. Herron
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465,793,357
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5,938,003
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155,389,100
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98.74%
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William E. Kennard
|
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460,098,206
|
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11,633,154
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155,389,100
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97.53%
|
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E. Marie McKee
|
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457,814,588
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13,916,772
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155,389,100
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97.05%
|
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Marya M. Rose
|
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463,561,440
|
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8,169,920
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155,389,100
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98.27%
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Thomas E. Skains
|
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465,604,958
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6,126,402
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155,389,100
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98.70%
|
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William E. Webster, Jr.
|
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467,322,184
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4,409,176
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155,389,100
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99.07%
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Each director nominee was elected to the Board of
Directors with the support of a majority of the votes cast.
|
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•
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Proposal to ratify the appointment of Deloitte &
Touche LLP as independent registered public accounting firm for 2020
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Votes For
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Votes Against
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Abstain
|
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Broker
Non-Votes
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Votes Cast FOR
Votes Cast FOR
+ AGAINST
|
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Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
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602,123,178
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22,925,511
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2,071,771
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NA
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96.33%
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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
|
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Abstain
|
|
Broker
Non-Votes
|
|
Votes Cast FOR
Votes Cast FOR
+ AGAINST
|
|
Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
|
|
176,736,714
|
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263,778,469
|
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31,216,177
|
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155,389,100
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40.12%
|
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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
|
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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
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94.20%
|
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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
|
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285,376,209
|
|
4,948,714
|
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155,389,100
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38.86%
|
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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%
|
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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.
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DUKE ENERGY CORPORATION
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Date: May 13, 2020
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By:
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/s/ DAVID
S. MALTZ
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David S. Maltz
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Assistant Corporate Secretary
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