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DUK > SEC Filings for DUK > Form 8-K on 25-Oct-2013All Recent SEC Filings

Show all filings for DUKE ENERGY CORP



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial State

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 22, 2013, the Board of Directors of Duke Energy Corporation (the "Company") adopted Amended and Restated By-Laws (the "Amended By-Laws") to provide for majority voting in uncontested Director elections. The Amended By-laws are effective October 22, 2013.

Under the Amended By-Laws, in an uncontested election at which a quorum is present, a Director will be elected if the number of shares voted "for" the Director's election exceeds the number of votes "withheld" from that Director's election. In addition, the Company continues to maintain a resignation policy, which requires an incumbent Director who receives more "withhold" votes than votes "for" his or her election to tender his or her letter of resignation for consideration by the Corporate Governance Committee of the Company's Board of Directors.

In contested elections, Directors will continue to be elected by plurality vote. For purposes of the Amended By-laws, a "contested election" is an election in which the number of nominees for director is greater than the number of directors to be elected.

The Company's By-Laws previously provided for a plurality voting standard in all Director elections.

The foregoing description of the Amended By-Laws is qualified in its entirety by reference to the Amended By-Laws, which are filed as Exhibit 3.1 hereto and incorporated herein by reference. Section 3.03 of the Amended By-Laws reflects the changes described above.

Item 9.01 Financial Statements And Exhibits.

(d) Exhibits

3.1 Amended and Restated By-Laws of Duke Energy Corporation, effective October 22, 2013.

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