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 2, 2019
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:
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))
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.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 |
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) | Duke Energy Corporation (“Duke Energy”) held its Annual Meeting on May 2, 2019. |
(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 Duke Energy’s independent registered public accounting firm for 2019, (iii) an advisory vote to approve Duke Energy’s named executive officer compensation, (iv) a shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions, (v) a shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses, (vi) a shareholder proposal regarding a report on mitigating health and climate impacts of coal use, and (vii) a shareholder proposal regarding providing an annual report on the costs and benefits of Duke Energy’s voluntary environment-related activities. For more information on the proposals, see Duke Energy’s proxy statement dated March 21, 2019. 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 | 438,558,146 | 21,734,450 | 173,193,520 | 95.28% |
Annette K. Clayton | 450,900,622 | 9,391,974 | 173,193,520 | 97.96% |
Theodore F. Craver, Jr. | 451,916,750 | 8,375,846 | 173,193,520 | 98.18% |
Robert M. Davis | 453,460,522 | 6,832,074 | 173,193,520 | 98.52% |
Daniel R. DiMicco | 448,349,489 | 11,943,107 | 173,193,520 | 97.41% |
Lynn J. Good | 441,696,066 | 18,596,530 | 173,193,520 | 95.96% |
John T. Herron | 453,498,053 | 6,794,543 | 173,193,520 | 98.52% |
William E. Kennard | 448,677,443 | 11,615,153 | 173,193,520 | 97.48% |
E. Marie McKee | 446,573,639 | 13,718,957 | 173,193,520 | 97.02% |
Charles W. Moorman IV | 453,023,095 | 7,269,501 | 173,193,520 | 98.42% |
Marya M. Rose | 453,967,155 | 6,325,441 | 173,193,520 | 98.63% |
Carlos A. Saladrigas | 449,021,819 | 11,270,777 | 173,193,520 | 97.55% |
Thomas E. Skains | 449,653,741 | 10,638,855 | 173,193,520 | 97.69% |
William E. Webster, Jr. | 453,368,481 | 6,924,115 | 173,193,520 | 98.50% |
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 Duke Energy’s independent registered public accounting firm for 2019
Votes For | Votes Against | Abstain | Broker Non-Votes | Votes Cast FOR Votes Cast FOR + AGAINST | Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
610,829,498 | 20,294,019 | 2,362,599 | N/A | 96.78% | 96.42% |
The proposal to ratify the appointment of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2019 was approved by a majority of the shares represented.
• Advisory vote to approve Duke Energy’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 |
422,911,620 | 32,013,957 | 5,367,019 | 173,193,520 | 92.96% | 91.87% |
The advisory vote to approve Duke Energy’s named executive officer compensation was approved by a majority of the shares represented.
• Shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions
Votes For | Votes Against | Abstain | Broker Non-Votes | Votes Cast FOR Votes Cast FOR + AGAINST | Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
162,448,846 | 291,577,790 | 6,265,960 | 173,193,520 | 35.77% | 35.29% |
The shareholder proposal regarding providing a semiannual report on Duke Energy’s political contributions failed to receive the support of a majority of the shares represented and, therefore, was not approved.
• Shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses
Votes For | Votes Against | Abstain | Broker Non-Votes | Votes Cast FOR Votes Cast FOR + AGAINST | Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
166,680,628 | 288,370,875 | 5,241,093 | 173,193,520 | 36.62% | 36.21% |
The shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses failed to receive the support of a majority of the shares represented and, therefore, was not approved.
• Shareholder proposal regarding a report on mitigating health and climate impacts of coal use
Votes For | Votes Against | Abstain | Broker Non-Votes | Votes Cast FOR Votes Cast FOR + AGAINST | Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
188,167,819 | 262,916,179 | 9,208,598 | 173,193,520 | 41.71% | 40.88% |
The shareholder proposal regarding a report on mitigating health and climate impacts of coal use failed to receive the support of a majority of the shares represented and, therefore, was not approved.
• Shareholder proposal regarding providing an annual report on the costs and benefits of Duke Energy’s voluntary environment-related activities
Votes For | Votes Against | Abstain | Broker Non-Votes | Votes Cast FOR Votes Cast FOR + AGAINST | Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN |
19,691,119 | 429,967,829 | 10,633,648 | 173,193,520 | 4.37% | 4.27% |
The shareholder proposal regarding providing an annual report on the costs and benefits of Duke Energy’s voluntary environment-related activities failed to receive the support of a majority of the shares represented and, therefore, was not approved.
(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 8, 2019 | By: /s/ David S. Maltz |
David S. Maltz | |
Vice President, Legal and Assistant Corporate Secretary | |