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 4, 2017
 
Commission file number

Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices, and Telephone Number
IRS Employer Identification No.





1-32853
dukeenergylogoa06.jpg
DUKE ENERGY CORPORATION
(a Delaware corporation)
550 South Tryon Street
Charlotte, North Carolina 28202-1803
704-382-6200






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:
 
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))

o            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.
 
(a)
The Corporation held its Annual Meeting on May 4, 2017.

(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 registered public accounting firm for 2017, (iii) an advisory vote to approve the Corporation’s named executive officer compensation, (iv) an advisory vote on the frequency of the vote on executive compensation, (v) an amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements, (vi) a shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses, (vii) a shareholder proposal regarding preparing an assessment of the impacts on Duke Energy’s portfolio of climate change consistent with a two degree scenario, and (viii) a shareholder proposal regarding providing a report on the public health risks of Duke Energy’s coal use. For more information on the proposals, see Duke Energy’s proxy statement dated March 23, 2017. 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 J. Angelakis
409,210,059
19,419,648
168,008,093
95.47%
Michael G. Browning
400,745,868
27,883,839
168,008,093
93.49%
Theodore F. Craver, Jr.
422,356,933
6,272,774
168,008,093
98.54%
Daniel R. DiMicco
416,212,307
12,417,400
168,008,093
97.10%
John H. Forsgren
421,126,239
7,503,468
168,008,093
98.25%
Lynn J. Good
413,564,029
15,065,678
168,008,093
96.49%
John T. Herron
422,112,056
6,517,651
168,008,093
98.48%
James B. Hyler, Jr.
420,957,335
7,672,372
168,008,093
98.21%
William E. Kennard
413,447,738
15,181,969
168,008,093
96.46%
E. Marie McKee
403,546,363
25,083,344
168,008,093
94.15%
Charles W. Moorman IV
407,034,994
21,594,713
168,008,093
94.96%
Carlos A. Saladrigas
405,207,194
23,422,513
168,008,093
94.54%
Thomas E. Skains
421,995,848
6,633,859
168,008,093
98.45%
William E. Webster, Jr.
421,857,529
6,772,178
168,008,093
98.42%

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 independent registered public accounting firm for 2017

Votes For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST
Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
583,308,692
10,476,884
2,852,224
N/A
98.24%
97.77%

The proposal to ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm was approved by the majority of the votes cast.






• 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
354,516,299
69,041,180
5,072,228
168,008,093
83.70%
82.71%

The advisory vote to approve Duke Energy Corporation’s named executive officer compensation was approved by the majority of the votes cast.


• Advisory vote on the frequency of the vote on executive compensation

1 Year
2 Years
3 Years
Abstain
Votes Cast For 1 YEAR
Votes Cast For 1 YEAR + 2 YEARS + 3 YEARS
Votes Cast For 1 YEAR
Votes Cast For 1 YEAR + 2 YEARS + 3 YEARS + ABSTAIN
372,413,430
5,750,004
46,555,634
3,910,639
87.68%
86.88%

The majority of the votes cast selected that the vote on executive compensation should occur every year.


• Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements

Votes For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Outstanding Shares (699,883,243)
412,421,705
12,100,454
4,107,548
168,008,093
58.93%

The amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements failed to receive the support of 80% of the outstanding shares 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
138,638,451
277,637,178
12,354,078
168,008,093
33.30%
32.34%

The shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses failed to receive the support of a majority of the votes cast and, therefore, was not approved.


• Shareholder proposal regarding preparing an assessment of the impacts on Duke Energy’s portfolio of climate change consistent with a two degree scenario

Votes For
Votes Against
Abstain
Broker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST
Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
192,328,036
221,932,580
14,369,091
168,008,093
46.43%
44.87%





The shareholder proposal regarding preparing an assessment of the impacts on Duke Energy’s portfolio of climate change consistent with a two degree scenario failed to receive the support of a majority of the votes cast and, therefore, was not approved.

• Shareholder proposal regarding providing a report on the public health risks of Duke Energy’s 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
110,882,187
298,216,794
19,530,726
168,008,093
27.10%
25.87%

The shareholder proposal regarding providing a report on the public health risks of Duke Energy’s coal use failed to receive the support of a majority of the votes cast and, therefore, was not approved.


(c)
Not applicable.

(d)
Based upon the results set forth above for the advisory vote on the frequency of future advisory votes on executive compensation, the Board of Directors has determined that future advisory votes on executive compensation will be submitted to shareholders on an annual basis.










































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
Dated:
May 10, 2017
 
/s/ Julia S. Janson
 
 
 
Julia S. Janson
 
 
 
Executive Vice President, External Affairs, Chief Legal Officer and Corporate Secretary