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Duke Energy Corp. – ‘8-K’ for 5/4/23

On:  Tuesday, 5/9/23, at 4:16pm ET   ·   For:  5/4/23   ·   Accession #:  1104659-23-57738   ·   File #:  1-32853

Previous ‘8-K’:  ‘8-K’ on / for 5/9/23   ·   Next:  ‘8-K’ on 6/12/23 for 6/9/23   ·   Latest:  ‘8-K’ on / for 5/7/24   ·   7 References:   By:  Duke Energy Corp. – ‘424B5’ on 1/10/24 By:  Duke Energy Corp. – ‘424B5’ on 1/9/24 By:  Duke Energy Corp. – ‘424B5’ on 1/3/24 By:  Duke Energy Corp. – ‘424B5’ on 1/2/24 By:  Duke Energy Corp. – ‘424B5’ on 9/6/23 By:  Duke Energy Corp. – ‘424B5’ on 9/5/23 By:  Duke Energy Corp. – ‘10-Q’ on 8/8/23 for 6/30/23 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/09/23  Duke Energy Corp.                 8-K:5,8,9   5/04/23   14:512K                                   Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     83K 
 2: EX-10.1     Material Contract                                   HTML     58K 
 3: EX-10.2     Material Contract                                   HTML     77K 
 4: EX-99.1     Miscellaneous Exhibit                               HTML     16K 
 9: R1          Cover                                               HTML     58K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- tm2314709d1_8k_htm                  XML     27K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 6: EX-101.DEF  XBRL Definitions -- duk-20230504_def                 XML     77K 
 7: EX-101.LAB  XBRL Labels -- duk-20230504_lab                      XML    113K 
 8: EX-101.PRE  XBRL Presentations -- duk-20230504_pre               XML     74K 
 5: EX-101.SCH  XBRL Schema -- duk-20230504                          XSD     16K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               28±    38K 
14: ZIP         XBRL Zipped Folder -- 0001104659-23-057738-xbrl      Zip     68K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i May 4, 2023

Commission File Number		Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Zip Code, and Telephone Number		IRS Employer Identification No.
i 1-32853		i DUKE ENERGY CORPORATION		i 20-2777218
		(a  i Delaware corporation)
		i 526 South Church Street   i Charlotte,  i North Carolina  i 28202-1803  i 704- i 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:

 i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 i ¨ 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: 

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  i ¨

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. ¨

The Duke Energy Corporation 2023 Long-Term Incentive Plan

At Duke Energy Corporation’s (the “Company” or “Duke Energy”) 2023 Annual Meeting of Shareholders held on May 4, 2023 (the “Annual Meeting”), shareholders of the Company approved the Duke Energy Corporation 2023 Long-Term Incentive Plan (the “2023 Plan”), which replaces the Duke Energy Corporation 2015 Long-Term Incentive Plan (the “2015 Plan”). The Company’s board of directors unanimously approved the 2023 Plan on February 23, 2023, subject to shareholder approval. The results of the shareholder vote on the 2023 Plan are set forth below under Item 5.07 of this Current Report on Form 8-K.

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 Securities Exchange Commission (the “Commission”) on March 23, 2023 and incorporated herein by reference.

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 Compensation and People Development Committee, except that any equity award granted to an independent member of the board of directors must be approved by the board of directors.

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 May 4, 2033, unless sooner terminated by the board of directors. Termination will not affect awards then outstanding.

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.

(a)            Duke Energy held its Annual Meeting of Shareholders on May 4, 2023.

(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 Company’s independent registered public accounting firm for 2023; (iii) an advisory vote to approve the Company’s named executive officer compensation; (iv) an advisory vote on the frequency of the vote on executive compensation; (v) approval of the Duke Energy Corporation 2023 Long-Term Incentive Plan; (vi) a shareholder proposal regarding a simple majority vote; and (vii) a shareholder proposal regarding formation of a committee to evaluate decarbonization risk. For more information on the proposals, see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 23, 2023. Set forth are the final voting results for each of the proposals.

• Proposal No. 1 – Election of Director Nominees

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 Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023

The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 received the support of a majority of the shares represented.

• Proposal No. 3 – Advisory vote to approve the Company’s named executive officer compensation

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

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 the Duke Energy Corporation 2023 Long-Term Incentive Plan

The proposal regarding approval of the Duke Energy Corporation 2023 Long-Term Incentive Plan received the support of a majority of the shares represented.

• Proposal No. 6 – Shareholder proposal regarding a simple majority vote

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

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

Duke Energy has appointed Broadridge Corporate Issuer Solutions, LLC (“Broadridge”) as its new transfer agent and registrar for the shares of the Company’s common stock, $0.001 par value (the “Common Stock”), as well as the administrator of the Company’s InvestorDirect Choice Plan, effective as of May 8, 2023. All of the Company’s registered shares of Common Stock and related records have been transferred from the Company to Broadridge.

A form of the Company’s letter to shareholders sent on or about May 8, 2023, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)  Exhibits.

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		5/4/33
Filed on:		5/9/23		10-Q,  4,  8-K
		5/8/23		4,  424B3,  8-K
For Period end:		5/4/23		4
		3/23/23		ARS,  DEF 14A,  DEFA14A
		2/23/23		4
				List all Filings

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7 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/10/24 Duke Energy Corp. 424B5 2:434K Toppan Merrill/FA 1/09/24 Duke Energy Corp. 424B5 1:425K Toppan Merrill/FA 1/03/24 Duke Energy Corp. 424B5 2:445K Toppan Merrill/FA 1/02/24 Duke Energy Corp. 424B5 1:428K Toppan Merrill/FA 9/06/23 Duke Energy Corp. 424B5 2:474K Toppan Merrill/FA 9/05/23 Duke Energy Corp. 424B5 1:454K Toppan Merrill/FA 8/08/23 Duke Energy Corp. 10-Q 6/30/23 138:33M

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Filing Submission 0001104659-23-057738   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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