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): September 9, 2019

Duke Energy Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-32853

20-2777218

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

Identification No.)

550 South Tryon Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices, including Zip Code)

(704) 382-3853

(Registrant's telephone number, including area code)

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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  • Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

Securities registered pursuant to Section 12(b) of the Act:

Trading

Name of each exchange on

Registrant

Title of each class:

Symbol(s):

which registered:

Duke Energy Corporation

Common Stock, $0.001 par value

DUK

New York Stock Exchange LLC

Duke Energy Corporation

5.125% Junior Subordinated Debentures due January

DUKH

New York Stock Exchange LLC

15, 2073

Duke Energy Corporation

5.625% Junior Subordinated Debentures due

DUKB

New York Stock Exchange LLC

September 15, 2078

Duke Energy Corporation

Depositary Shares, each representing a 1/1,000th

DUK PR A

New York Stock Exchange LLC

interest in a share of 5.75% Series A Cumulative

Redeemable Perpetual Preferred Stock, par value

$0.001 per share

Item 3.03 Material Modification to Rights of Security Holders.

On September 12, 2019, Duke Energy Corporation (the "Company") consummated the public offering of 1,000,000 shares of the Company's

4.875% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, with a liquidation preference of $1,000 per share (the "Series B Preferred Stock"). Under the terms of the Series B Preferred Stock, the Company's ability to declare or pay dividends on, or purchase, redeem or otherwise acquire for consideration by the Company, directly or indirectly, shares of its common stock or any class or series of capital stock of the Company that rank junior to the Series B Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or does not declare and set aside a sum sufficient for the payment thereof) the full cumulative dividends on the Series B Preferred Stock and any parity stock of the Company (including the Company's 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value of 0.001 per share, with a liquidation preference of $25,000 per share) through the most recently completed dividend period for each such security. The terms of the Series B Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On September 11, 2019, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to establish the preference, limitations and relative rights of the Series B Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On September 12, 2019, the Company consummated the issuance and sale of the Series B Preferred Stock pursuant to an underwriting agreement, dated September 9, 2019 (the "Underwriting Agreement") with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters the Series B Preferred Stock. The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibit is incorporated herein by reference. Also, in connection with the issuance and sale of the Series B Preferred Stock, the Company is filing a legal opinion regarding the validity of the Series B Preferred Stock as Exhibit 5.1 to this Form 8-K for the purpose of incorporating such opinion into the Company's Registration Statement on Form S-3, as amended, No. 333-213765.

Item 9.01. Financial Statements and Exhibits.

  1. Exhibits.

3.1Certificate of Designations with respect to the Series B Preferred Stock, dated September 11, 2019.

4.1Form of Certificate representing the Series B Preferred Stock (included as Exhibit A to 3.1).

5.1Opinion of Robert T. Lucas III regarding validity of the Series B Preferred Stock.

23.1 Consent of Robert T. Lucas III (included as part of Exhibit 5.1).

99.1 Underwriting Agreement, dated September 9, 2019, among the Company, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

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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

Date: September 12, 2019

By: /s/ Robert T. Lucas III

Name: Robert T. Lucas III

Title: Assistant Corporate Secretary

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Exhibit 3.1

CERTIFICATE OF DESIGNATIONS OF

4.875% SERIES B FIXED-RATE RESET CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK

OF

DUKE ENERGY CORPORATION

Duke Energy Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify:

The board of directors of the Corporation (the "Board of Directors"), in accordance with the Certificate of Incorporation and By-Laws of the Corporation and applicable law, authorized the issuance and sale by the Corporation of shares of its Preferred Stock pursuant to resolutions adopted by the Board of Directors effective August 25, 2016 and September 9, 2019 (collectively, the " Resolutions"), authorized the formation of a pricing committee of the Board of Directors (the "Committee"), and pursuant to the authority conferred upon the Committee in accordance with Section 141(c) of the General Corporation Law of the State of Delaware and the resolutions of the Board of Directors, the Committee adopted the following resolution creating and setting forth the terms of a series of Preferred Stock of the Corporation designated as the "4.875% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock."

RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the Resolutions, the provisions of the Certificate of Incorporation and By-Laws of the Corporation and applicable law, a series of Preferred Stock, par value $0.001 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of such series, are as follows:

SECTION 1. DESIGNATION. The distinctive serial designation of such series of Preferred Stock is "4.875% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual" (the "Series B Preferred Stock"). Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock, except as to the respective dates from which dividends thereon shall accumulate, to the extent such dates may differ as permitted pursuant to Section 5(a) below.

SECTION 2. NUMBER OF SHARES. The authorized number of shares of Series B Preferred Stock shall be 1,000,000. Shares of Series B Preferred Stock that are redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be cancelled and shall revert to authorized but unissued shares of Series B Preferred Stock.

SECTION 3. DEFINITIONS. As used herein with respect to Series B Preferred Stock:

(a)

"Agent Members" has the meaning specified in Section 14(b).

  1. "Business Day" means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in The City of New York are not authorized or obligated by law, regulation or executive order to close.
  2. "By-Laws" means the Amended and Restated By-Laws of the Corporation, effective as of January 4, 2016, as the same may be amended or restated from time to time.
  3. "Certificate of Designations" means this Certificate of Designations relating to the Series B Preferred Stock, as it may be amended from
    time to time.
  4. "Certificate of Incorporation" shall mean the Amended and Restated Certificate of Incorporation of the Corporation, effective as of May 20, 2014, as amended on March 28, 2019 and as the same may be further amended or restated from time to time, and shall include this Certificate of Designations.
  5. "Certificated Series B Preferred Stock" has the meaning specified in Section 14.
  6. "Common Stock" means the common stock, par value $0.001 per share, of the Corporation.
  7. "Dividend Payment Date" has the meaning specified in Section 5.
  8. "Dividend Period" with respect to the Series B Preferred Stock means each period commencing on (and including) a Dividend Payment Date and continuing to, but excluding, the next succeeding Dividend Payment Date or any earlier redemption date, except that the first Dividend Period for the initial issuance of Series B Preferred Stock shall commence on (and include) the Issue Date.
  9. "Dividend Record Date" has the meaning specified in Section 5.
  10. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
  11. "First Call Date" means September 16, 2024.
  12. "Five-yearU.S. Treasury Rate" means, as of any Reset Dividend Determination Date, as applicable, (i) an interest rate (expressed as a decimal) determined to be the per annum rate equal to the arithmetic mean of the five most recent daily yields to maturity for U.S. Treasury securities with a maturity of five years from the next Reset Date and trading in the public securities markets or (ii) if there is no such published U.S. Treasury security with a maturity of five years from the next Reset Date and trading in the public securities markets, then the rate will be determined by interpolation between the arithmetic mean of the five most recent daily yields to maturity for each of the two series of U.S. Treasury securities trading in the public securities market, (A) one maturing as close as possible to, but earlier than, the Reset Date following the next succeeding Reset Dividend Determination Date, and (B) the other maturity as close as possible to, but later than, the Reset Date following the next succeeding Reset Dividend Determination Date, in each case as published in the most recent H.15. If the Five-year U.S. Treasury Rate cannot be determined pursuant to the methods described in clauses (i) or (ii) above, then the Five- year U.S. Treasury Rate will be the same interest rate determined for the prior Reset Dividend Determination Date.

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Duke Energy Corporation published this content on 12 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 September 2019 14:46:02 UTC