DUKE ENERGY CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The
At
A brief description of the 2023 Plan follows and is subject to and qualified in
its entirety by reference to the full text of the 2023 Plan, which is set forth
in Appendix C to the Company's Definitive Proxy Statement on Schedule 14A filed
with the
The 2023 Plan authorizes the grant of equity-based compensation to our officers, key employees, and directors in the form of stock options, stock appreciation rights, performance shares, performance units, restricted stock, restricted stock units, stock retainers and dividend equivalents. Duke Energy has reserved 15,000,000 shares of common stock for delivery under the 2023 Plan.
The 2023 Plan will be administered by the
Upon receipt of shareholder approval of the 2023 Plan at the Annual Meeting, the
2015 Plan was terminated in its entirety and Duke Energy will no longer grant
equity awards under the 2015 Plan; however, awards outstanding under the 2015
Plan will continue to remain outstanding in accordance with their terms. None of
the shares remaining for issuance under the 2015 Plan will be carried over to
the 2023 Plan. The 2023 Plan will remain in effect until
Copies of the form of restricted stock unit award agreement and performance share award agreement under the 2023 Plan are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Duke Energy held its Annual Meeting of Shareholders onMay 4, 2023 .
(b) At the Annual Meeting, shareholders voted on the following items:
(i) election of directors; (ii) ratification of the appointment of
• Proposal No. 1 - Election of Director Nominees
Votes Cast FOR
Broker Votes Cast FOR
Director For Against Abstain Non-Votes + AGAINST
Derrick Burks 496,476,061 7,206,844 2,066,114 146,449,000 98.57%
Annette K. Clayton 493,933,628 9,849,252 1,966,139 146,449,000 98.04%
Theodore F. Craver, Jr. 486,483,153 17,251,351 2,014,515 146,449,000 96.58%
Robert M. Davis 495,467,833 8,264,044 2,017,142 146,449,000 98.36%
Caroline Dorsa 462,428,613 41,332,587 1,987,819 146,449,000 91.80%
W. Roy Dunbar 490,205,278 13,491,607 2,052,134 146,449,000 97.32%
Nicholas C. Fanandakis 494,877,591 8,789,330 2,082,098 146,449,000 98.25%
Lynn J. Good 483,290,615 17,348,041 5,110,363 146,449,000 96.53%
John T. Herron 487,141,915 16,599,139 2,007,965 146,449,000 96.70%
Idalene F. Kesner 495,599,452 8,184,170 1,965,397 146,449,000 98.38%
E. Marie McKee 480,498,031 23,307,148 1,943,840 146,449,000 95.37%
Michael J. Pacilio 496,966,679 6,724,499 2,057,841 146,449,000 98.66%
Thomas E. Skains 490,052,335 13,658,225 2,038,459 146,449,000 97.29%
William E. Webster, Jr. 495,332,915 8,382,479 2,033,625 146,449,000 98.34%
Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.
• Proposal No. 2 - Ratification of
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + AGAINST
For Against Abstain Non-Votes + AGAINST + ABSTAIN
626,354,551 23,254,150 2,589,318 N/A 96.42% 96.04%
The ratification of
• Proposal No. 3 - Advisory vote to approve the Company's named executive
officer compensation
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + AGAINST
For Against Abstain Non-Votes + AGAINST + ABSTAIN
465,266,297 36,111,421 4,371,301 146,449,000 92.80% 92.00%
The advisory vote to approve the Company's named executive officer compensation received the support of a majority of the shares represented.
• Proposal No. 4 - Advisory vote on the frequency of the vote on executive
compensation
Votes Cast For 1
Votes Cast For 1 YEAR
YEAR Votes Cast For 1
Votes Cast For 1 YEAR + 2 YEARS
YEAR + 2 YEARS + 3 YEARS
1 Year 2 Years 3 Years Abstain + 3 YEARS + ABSTAIN
488,124,736 2,738,380 11,045,932 3,839,971 97.25% 96.52%
The majority of the shares represented selected that the vote on executive compensation should occur every year. In light of the results of the advisory vote on the frequency of say on pay votes, the Company will continue to hold an advisory say on pay vote annually until the next shareholder vote on the frequency of future say on pay advisory votes.
• Proposal No. 5 - Approval of theDuke Energy Corporation 2023 Long-Term Incentive Plan Votes Cast FOR Votes Cast FOR Votes Cast FOR Broker Votes Cast FOR + AGAINST For Against Abstain Non-Votes + AGAINST + ABSTAIN 462,146,284 39,345,742 4,256,993 146,449,000 92.15% 91.38%
The proposal regarding approval of the
• Proposal No. 6 - Shareholder proposal regarding a simple majority vote
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + AGAINST
For Against Abstain Non-Votes + AGAINST + ABSTAIN
371,235,824 98,483,736 36,026,911 146,451,547 79.03% 73.40%
The shareholder proposal regarding a simple majority vote received the support of a majority of the shares represented.
• Proposal No. 7 - Shareholder proposal regarding formation of a committee to
evaluate decarbonization risk
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + AGAINST
For Against Abstain Non-Votes + AGAINST + ABSTAIN
14,287,004 484,505,880 6,956,135 146,449,000 2.86% 2.82%
The shareholder proposal regarding formation of a committee to evaluate decarbonization risk failed to receive the support of a majority of the shares represented.
(c) Not applicable. (d) Not applicable Item 8.01. Other Events.
Duke Energy has appointed
A form of the Company's letter to shareholders sent on or about
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 10.1 Form of Restricted Stock Unit Award Agreement under theDuke Energy Corporation 2023 Long-Term Incentive Plan 10.2 Form of Performance Share Award Agreement under theDuke Energy Corporation 2023 Long-Term Incentive Plan 99.1 Form of Letter to Shareholders datedMay 8, 2023 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
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