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Form 8-K Duke Energy CORP For: May 05

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May 11, 2022 8:54 AM EDT
duk-20220505
0001326160false00013261602022-05-052022-05-050001326160us-gaap:CommonStockMember2022-05-052022-05-050001326160duk:JuniorSubordinatedDebentures5.625CouponDueSeptember2078Member2022-05-052022-05-050001326160duk:DepositaryShareMember2022-05-052022-05-05


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 5, 2022
Commission file numberRegistrant, State of Incorporation or Organization,
Address of Principal Executive Offices and Telephone Number		IRS Employer Identification Number
              duk-20220505_g1.jpg
1-32853DUKE ENERGY CORPORATION20-2777218
(a Delaware corporation)
526 South Church Street
Charlotte, North Carolina 28202-1803
704-382-3853

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:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Duke EnergyCommon Stock, $0.001 par valueDUKNew York Stock Exchange LLC
Duke Energy5.625% Junior Subordinated DebenturesDUKBNew York Stock Exchange LLC
due September 15, 2078
Duke EnergyDepositary SharesDUK PR ANew York Stock Exchange LLC
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
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. o


Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Duke Energy Corporation (the “Corporation”) held its Annual Meeting on May 5, 2022.

(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 2022; (iii) an advisory vote to approve the Corporation’s named executive officer compensation; and (iv) a shareholder proposal regarding shareholder right to call for a special shareholder meeting. For more information on the proposals, see the Corporation’s proxy statement dated March 21, 2022. Set forth 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
Derrick Burks
489,133,938
6,521,573
146,252,551
98.68%
Annette K. Clayton
484,233,008
11,422,503
146,252,551
97.70%
Theodore F. Craver, Jr.
462,657,062
32,998,449
146,252,551
93.34%
Robert M. Davis
481,371,679
14,283,832
146,252,551
97.12%
Caroline Dorsa
473,402,114
22,253,397
146,252,551
95.51%
W. Roy Dunbar
488,976,467
6,679,044
146,252,551
98.65%
Nicholas C. Fanandakis
487,347,835
8,307,676
146,252,551
98.32%
Lynn J. Good
453,439,605
42,215,906
146,252,551
91.48%
John T. Herron
488,179,634
7,475,877
146,252,551
98.49%
Idalene F. Kesner
485,722,185
9,933,326
146,252,551
98.00%
E. Marie McKee
476,764,242
18,891,269
146,252,551
96.19%
Michael J. Pacilio
489,985,820
5,669,691
146,252,551
98.86%
Thomas E. Skains
479,420,685
16,234,826
146,252,551
96.72%
William E. Webster, Jr.
481,520,946
14,134,565
146,252,551
97.15%

Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.

• Ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2022

Votes ForVotes AgainstAbstainBroker
Non-Votes
Votes Cast FOR
Votes Cast FOR + AGAINST
Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
602,556,29636,543,9162,807,850N/A94.28%93.86%

The ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2022 received the support of a majority of the shares represented.

• Advisory vote to approve the Corporation’s named executive officer compensation

Votes ForVotes AgainstAbstainBroker
Non-Votes
Votes Cast FOR
Votes Cast FOR
+ AGAINST
Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
456,658,582
34,543,467
4,453,462
146,252,551
92.96%
92.13%

The advisory vote to approve the Corporation’s named executive officer compensation received the support of a majority of the shares represented.


• Shareholder proposal regarding shareholder right to call for a special shareholder meeting

Votes ForVotes AgainstAbstainBroker
Non-Votes
Votes Cast FOR
Votes Cast FOR
+ AGAINST
Votes Cast FOR
Votes Cast FOR
+ AGAINST
+ ABSTAIN
179,386,510311,466,5184,802,483146,252,55136.54%36.19%

The shareholder proposal regarding shareholder right to call for a special shareholder meeting failed to receive the support of a majority of the shares represented.

(c) Not applicable.

(d) Not applicable

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities and 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
/s/ DAVID S. MALTZ
David S. Maltz
Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary
Dated: May 11, 2022






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