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DUK > SEC Filings for DUK > Form 8-K on 6-May-2014All Recent SEC Filings

Show all filings for DUKE ENERGY CORP

Form 8-K for DUKE ENERGY CORP


6-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Se


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2014, in order to provide Mr. Lloyd M. Yates with the same severance protection that is provided to other executive officers who report to the Chief Executive Officer, Duke Energy Corporation (the "Corporation") entered into a Change in Control Agreement (the "Agreement") with Mr. Yates, effective July 3, 2014. In addition, effective July 3, 2014, Mr. Yates automatically will become a "Tier I" participant under the terms of the Duke Energy Corporation Executive Severance Plan (the "Plan") on the same terms and conditions as apply to other executive officers who report to the Chief Executive Officer. As described in more detail in the Corporation's most recent annual proxy statement dated March 20, 2014, the severance potentially available to Mr. Yates under the Agreement and Plan generally equals two times his annual compensation and benefits, with no gross-up protection for golden parachute excise taxes. Until July 2, 2014, Mr. Yates continues to be eligible for certain severance protection under the Progress Energy, Inc. Management Change-in-Control Plan which, pursuant to its terms, automatically will cease to provide severance protection on the second anniversary of the merger between the Corporation and Progress Energy, Inc. (i.e., on July 2, 2014). The Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.



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

(a) The Corporation held its Annual Meeting on May 1, 2014.

(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 public accountant for 2014, (iii) an advisory vote on the Corporation's named executive officer compensation, (iv) an amendment to Duke Energy Corporation's Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent, (v) a shareholder proposal regarding shareholder right to call a special shareholder meeting, and (vi) a shareholder proposal regarding political contribution disclosure. For more information on the proposals, see Duke Energy's proxy statement dated March 20, 2014. Set forth below are the final voting results for each of the proposals.


          Election of Director Nominees



                                                                                Percent
                            Votes        Votes                      Broker       Voted
Director                     For        Withheld    Abstentions    Non-Votes      For
G. Alex Bernhardt, Sr.   403,701,232   26,399,427        -        162,267,169    93.86
Michael G. Browning      414,264,916   15,835,743        -        162,267,169    96.32
Harris E. DeLoach, Jr.   411,350,193   18,750,466        -        162,267,169    95.64
Daniel R. DiMicco        419,071,694   11,028,965        -        162,267,169    97.44
John H. Forsgren         419,557,267   10,543,392        -        162,267,169    97.55
Lynn J. Good             420,249,597   9,851,062         -        162,267,169    97.71
Ann M. Gray              391,534,602   38,566,057        -        162,267,169    91.03
James H. Hance, Jr.      408,791,401   21,309,258        -        162,267,169    95.05
John T. Herron           420,194,825   9,905,834         -        162,267,169    97.70
James B. Hyler, Jr.      406,769,433   23,331,226        -        162,267,169    94.58
William E. Kennard       421,338,964   8,761,695         -        162,267,169    97.96
E. Marie McKee           416,299,258   13,801,401        -        162,267,169    96.79
E. James Reinsch         419,365,161   10,735,498        -        162,267,169    97.50
James T. Rhodes          407,338,763   22,761,896        -        162,267,169    94.71
Carlos A. Saladrigas     365,597,602   64,503,501        -        162,267,169    85.00

Proposal to ratify the appointment of Deloitte & Touche LLP as independent public accountant for 2014

   Votes        Votes                    Broker      Percent
    For        Against    Abstentions   Non-Votes   Voted For
580,567,286   9,246,282    2,555,330        0         98.00

Approval, on an advisory basis, of Duke Energy Corporation's named executive officer compensation

   Votes        Votes                      Broker       Percent
    For        Against     Abstentions    Non-Votes    Voted For
395,605,917   26,735,337    7,760,474    162,267,169     91.98


Approval of the amendment to Duke Energy Corporation's Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent

                                                       Percent of
                                                       Outstanding
   Votes        Votes                      Broker        Shares
    For        Against     Abstentions    Non-Votes     Voted For
413,619,741   12,869,763    3,612,224    162,267,169      58.50

Shareholder proposal regarding shareholder right to call a special shareholder meeting

   Votes         Votes                      Broker       Percent
    For         Against     Abstentions    Non-Votes    Voted For
254,736,410   169,792,744    5,572,575    162,267,169     59.22

Shareholder proposal regarding political contribution disclosure

   Votes         Votes                      Broker       Percent
    For         Against     Abstentions    Non-Votes    Voted For
182,982,043   187,617,534   59,502,151    162,267,169     42.54

(c) Not applicable.

(d) Not applicable.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Change in Control Agreement between Duke Energy Corporation and Lloyd M. Yates, dated as of April 30, 2014


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