Duke Energy 8-K 2025-04-29

Filed 2025-05-05. 1 sections, 11K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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): April 29, 2025

Commission file numberExact Name of Registrant as Specified in its Charter, State or other Jurisdiction of Incorporation, Address of Principal Executive Offices, Zip Code, and Registrant's Telephone Number, Including Area CodeIRS Employer Identification No.
1-32853DUKE ENERGY CORPORATION (a Delaware corporation) 525 South Tryon Street Charlotte, North Carolina 28202 800-488-385320-2777218

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 Debentures due September 15, 2078DUKBNew York Stock Exchange LLC
Duke EnergyDepositary Shares 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 shareDUK PR ANew York Stock Exchange LLC
Duke Energy3.10% Senior Notes due 2028DUK 28ANew York Stock Exchange LLC
Duke Energy3.85% Senior Notes due 2034DUK 34New York Stock Exchange LLC
Duke Energy3.75% Senior Notes due 2031DUK31ANew York Stock Exchange LLC

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

On April 29, 2025, Ms. Julia S. Janson, currently serving as Duke Energy Corporation’s (the “Corporation”) Executive Vice President and CEO, Duke Energy Carolinas, notified the Corporation of her intent to retire on June 30, 2025. Effective July 1, 2025, Ms. Janson’s responsibilities will transition as described in Exhibit 99.1 attached hereto and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.
(a)The Corporation held its Annual Meeting of Shareholders on May 1, 2025.
(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 2025; (iii) an advisory vote to approve the Corporation’s named executive officer compensation; (iv) a shareholder proposal regarding support simple majority vote; and (v) a shareholder proposal regarding a net-zero audit. For more information on the proposals, see the Corporation’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 14, 2025. Set forth are the final voting results for each of the proposals.

· Proposal No. 1 – Election of Director Nominees

Votes Cast FOR
DirectorForAgainstAbstainBroker Non-VotesVotes Cast FOR + AGAINST
Derrick Burks505,116,9764,203,0441,503,663145,472,49499.17%
Annette K. Clayton504,213,9455,258,1931,351,545145,472,49498.97%
Theodore F. Craver, Jr.477,712,28831,618,1171,493,278145,472,49493.79%
Robert M. Davis495,811,93113,428,1291,583,623145,472,49497.36%
Caroline Dorsa504,022,1485,489,6321,311,903145,472,49498.92%
W. Roy Dunbar500,846,9438,473,7861,502,954145,472,49498.34%
Nicholas C. Fanandakis502,580,4396,658,3351,584,909145,472,49498.69%
John T. Herron504,525,0134,780,8271,517,843145,472,49499.06%
Idalene F. Kesner498,412,73310,688,2501,722,700145,472,49497.90%
E. Marie McKee483,699,36725,423,3461,700,970145,472,49495.01%
Michael J. Pacilio505,796,8023,515,8941,510,987145,472,49499.31%
Harry K. Sideris505,773,4093,570,2081,480,066145,472,49499.30%
Thomas E. Skains493,965,39715,314,1961,544,090145,472,49496.99%
William E. Webster, Jr.495,549,08913,766,3441,508,250145,472,49497.30%

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 2025

Votes Cast FORVotes Cast FOR
ForAgainstAbstainBroker Non-VotesVotes Cast FOR + AGAINSTVotes Cast FOR + AGAINST + ABSTAIN
626,602,08427,639,5562,054,537N/A95.78%95.48%

The ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2025 received the support of a majority of the shares represented.

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

Votes Cast FORVotes Cast FOR
ForAgainstAbstainBroker Non-VotesVotes Cast FOR + AGAINSTVotes Cast FOR + AGAINST + ABSTAIN
471,535,59735,410,9883,877,098145,472,49493.01%92.31%

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

· Proposal No. 4 – Shareholder proposal regarding support simple majority vote

Votes Cast FORVotes Cast FOR
ForAgainstAbstainBroker Non-VotesVotes Cast FOR + AGAINSTVotes Cast FOR + AGAINST + ABSTAIN
498,542,5189,918,1962,362,969145,472,49498.05%97.60%

The shareholder proposal regarding support simple majority vote received the support of a majority of the shares represented.

· Proposal No. 5 – Shareholder proposal regarding a net-zero audit

Votes Cast FORVotes Cast FOR
ForAgainstAbstainBroker Non-VotesVotes Cast FOR + AGAINSTVotes Cast FOR + AGAINST + ABSTAIN
11,531,366492,297,1676,995,150145,472,4942.29%2.26%

The shareholder proposal regarding a net-zero audit 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.

99.1Duke Energy Corporation Press Release dated May 2, 2025 Announcing Leadership Changes.
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 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
Date: May 5, 2025By:/s/ David S. Maltz
David S. Maltz
Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary