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): April 30, 2014
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 | | 20-2777218 |
| | (a Delaware corporation) 550 South Tryon Street Charlotte, North Carolina 28202-1803 704-382-6200 | | |
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:
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))
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 30, 2014, in order to provide Mr. Lloyd M. Yates with the same severance protection that is provided to other executive officers who report to the Chief Executive Officer, Duke Energy Corporation (the “Corporation”) entered into a Change in Control Agreement (the “Agreement”) with Mr. Yates, effective July 3, 2014. In addition, effective July 3, 2014, Mr. Yates automatically will become a “Tier I” participant under the terms of the Duke Energy Corporation Executive Severance Plan (the “Plan”) on the same terms and conditions as apply to other executive officers who report to the Chief Executive Officer. As described in more detail in the Corporation’s most recent annual proxy statement dated March 20, 2014, the severance potentially available to Mr. Yates under the Agreement and Plan generally equals two times his annual compensation and benefits, with no gross-up protection for golden parachute excise taxes. Until July 2, 2014, Mr. Yates continues to be eligible for certain severance protection under the Progress Energy, Inc. Management Change-in-Control Plan which, pursuant to its terms, automatically will cease to provide severance protection on the second anniversary of the merger between the Corporation and Progress Energy, Inc. (i.e., on July 2, 2014). The Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Corporation held its Annual Meeting on May 1, 2014.
(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 public accountant for 2014, (iii) an advisory vote on the Corporation’s named executive officer compensation, (iv) an amendment to Duke Energy Corporation’s Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent, (v) a shareholder proposal regarding shareholder right to call a special shareholder meeting, and (vi) a shareholder proposal regarding political contribution disclosure. For more information on the proposals, see Duke Energy’s proxy statement dated March 20, 2014. Set forth below are the final voting results for each of the proposals.
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· Election of Director Nominees
Director | | Votes
For | | Votes
Withheld | | Abstentions | | Broker
Non-Votes | | Percent
Voted
For |
G. Alex Bernhardt, Sr. | | 403,701,232 | | 26,399,427 | | — | | 162,267,169 | | 93.86 |
Michael G. Browning | | 414,264,916 | | 15,835,743 | | — | | 162,267,169 | | 96.32 |
Harris E. DeLoach, Jr. | | 411,350,193 | | 18,750,466 | | — | | 162,267,169 | | 95.64 |
Daniel R. DiMicco | | 419,071,694 | | 11,028,965 | | — | | 162,267,169 | | 97.44 |
John H. Forsgren | | 419,557,267 | | 10,543,392 | | — | | 162,267,169 | | 97.55 |
Lynn J. Good | | 420,249,597 | | 9,851,062 | | — | | 162,267,169 | | 97.71 |
Ann M. Gray | | 391,534,602 | | 38,566,057 | | — | | 162,267,169 | | 91.03 |
James H. Hance, Jr. | | 408,791,401 | | 21,309,258 | | — | | 162,267,169 | | 95.05 |
John T. Herron | | 420,194,825 | | 9,905,834 | | — | | 162,267,169 | | 97.70 |
James B. Hyler, Jr. | | 406,769,433 | | 23,331,226 | | — | | 162,267,169 | | 94.58 |
William E. Kennard | | 421,338,964 | | 8,761,695 | | — | | 162,267,169 | | 97.96 |
E. Marie McKee | | 416,299,258 | | 13,801,401 | | — | | 162,267,169 | | 96.79 |
E. James Reinsch | | 419,365,161 | | 10,735,498 | | — | | 162,267,169 | | 97.50 |
James T. Rhodes | | 407,338,763 | | 22,761,896 | | — | | 162,267,169 | | 94.71 |
Carlos A. Saladrigas | | 365,597,602 | | 64,503,501 | | — | | 162,267,169 | | 85.00 |
· Proposal to ratify the appointment of Deloitte & Touche LLP as independent public accountant for 2014
Votes
For | | Votes
Against | |
Abstentions
| | Broker
Non-Votes | | Percent
Voted For |
580,567,286 | | 9,246,282 | | 2,555,330 | | 0 | | 98.00 |
· Approval, on an advisory basis, of Duke Energy Corporation’s named executive officer compensation
Votes
For | | Votes
Against | |
Abstentions
| | Broker
Non-Votes | | Percent
Voted For |
395,605,917 | | 26,735,337 | | 7,760,474 | | 162,267,169 | | 91.98 |
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· Approval of the amendment to Duke Energy Corporation’s Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent
Votes
For | | Votes
Against | |
Abstentions
| | Broker
Non-Votes | | Percent of
Outstanding
Shares
Voted For |
413,619,741 | | 12,869,763 | | 3,612,224 | | 162,267,169 | | 58.50 |
· Shareholder proposal regarding shareholder right to call a special shareholder meeting
Votes
For | | Votes
Against | |
Abstentions
| | Broker
Non-Votes | | Percent
Voted For |
254,736,410 | | 169,792,744 | | 5,572,575 | | 162,267,169 | | 59.22 |
· Shareholder proposal regarding political contribution disclosure
Votes
For | | Votes
Against | |
Abstentions
| | Broker
Non-Votes | | Percent
Voted For |
182,982,043 | | 187,617,534 | | 59,502,151 | | 162,267,169 | | 42.54 |
(c) Not applicable.
(d) Not applicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Change in Control Agreement between Duke Energy Corporation and Lloyd M. Yates, dated as of April 30, 2014
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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 6, 2014 | By: | /s/ Julia S. Janson |
| | Executive Vice President, Chief Legal |
| | Officer and Corporate Secretary |
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EXHIBIT INDEX
Exhibit | | Description |
| | |
10.1 | | Change in Control Agreement between Duke Energy Corporation and Lloyd M.Yates, dated as of April 30, 2014 |
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