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): September 23, 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 |
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 Corporation (Duke Energy) | Common stock, $0.001 par value | DUK | New York Stock Exchange LLC |
| Duke Energy | 5.125% Junior Subordinated Debentures due January 15, 2073 | DUKH | 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 |
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.
On September 23, 2020, the Compensation Committee of the Board of Directors of Duke Energy Corporation (the “Corporation”) approved amendments to the Corporation’s nonqualified retirement plans to streamline the administration of the plans. The amendments do not change the contribution formula used to calculate benefits or increase the number of employees eligible to earn a benefit.
The Corporation maintains the Duke Energy Corporation Executive Cash Balance Plan (the “ECBP”) and the Duke Energy Corporation Executive Savings Plan (the “ESP”) for eligible participants, including the “named executive officers” identified in the Corporation’s annual proxy statement.
The ECBP is a nonqualified defined benefit plan that provides supplemental pay credits (the “Make-Whole Benefit”) to eligible participants whose pay credits under the tax-qualified Duke Energy Retirement Cash Balance Plan are limited by certain restrictions under the Internal Revenue Code of 1986, as amended (“Code”). The Make-Whole Benefit under the ECBP accrues interest based on a fixed rate of 4%. The ESP is a nonqualified defined contribution plan that provides eligible participants with an opportunity to defer a portion of their eligible compensation, and receive matching contributions to the extent their matching contributions under the Corporation’s tax-qualified 401(k) plan (the Duke Energy Retirement Savings Plan (the “RSP”)) are limited by certain restrictions under the Code. Participants can direct the investment of their account under the ESP based on the investment options available under the RSP.
The amendments to the ECBP and ESP provide that (i) no employee shall be eligible to earn an additional Make-Whole Benefit under the ECBP for any calendar month that commences after September 30, 2020, (ii) the Make-Whole Benefit for months prior to October 1, 2020 shall continue to be paid to participants in accordance with the terms of the ECBP, and (iii) effective as of October 1, 2020, each employee who would have been eligible to earn a Make Whole Benefit under the ECBP as in effect immediately prior to October 1, 2020, will be eligible to participate in the ESP and earn a corresponding Make-Whole Benefit under the ESP.
The foregoing description of the amendments to the ECBP and the ESP is qualified in its entirety by reference to the full text of each amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 104 | Cover Page Interactive Data file (the Cover Page Interactive Data file is embedded within 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: September 23, 2020 | By: | /s/ David S. Maltz |
| | Name: | David S. Maltz |
| | Title: | Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary |
