DUKE ENERGY CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
Ms.
Chief Accounting Officer and Controller, effective
connection with this promotion, the Compensation and
Committee of the Board of Directors of the Corporation, effective as of
from 30% to 45% of her annual base salary, and an increase in her long-term
incentive opportunity from 30% to 75% of her annual base salary. Except as
otherwise described in the Form 8-K dated
entered into, nor were any amendments made to, any material plans, contracts
or arrangements in connection with her change in responsibilities.Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Corporation held its Annual Meeting on
(b) At the Annual Meeting, shareholders voted on the following items:
(i) election of directors, (ii) ratification of the appointment of Deloitte &
for 2021, (iii) an advisory vote to approve the Corporation's named executive
officer compensation, (iv) an amendment to the Amended and Restated
Certificate of Incorporation of
supermajority requirements, (v) a shareholder proposal regarding independent
board chair, and (vi) a shareholder proposal regarding providing a semiannual
report on the Corporation's political contributions and expenditures. For
more information on the proposals, see the Corporation's proxy statement
dated
results for each of the proposals.
• Election of Director Nominees
Votes Cast FOR
Broker Votes Cast FOR
Director Votes For Withheld Non-Votes + WITHHELD
Michael G. Browning 440,689,097 59,490,958 149,096,477 88.11%
Annette K. Clayton 494,785,746 5,394,309 149,096,477 98.92%
Theodore F. Craver, Jr. 492,406,014 7,774,041 149,096,477 98.45%
Robert M. Davis 490,837,231 9,342,824 149,096,477 98.13%
Caroline Dorsa 479,655,580 20,524,475 149,096,477 95.90%
W. Roy Dunbar 494,438,390 5,741,665 149,096,477 98.85%
Nicholas C. Fanandakis 494,762,010 5,418,045 149,096,477 98.92%
Lynn J. Good 459,862,531 40,317,524 149,096,477 91.94%
John T. Herron 493,765,541 6,414,514 149,096,477 98.72%
E. Marie McKee 487,802,910 12,377,145 149,096,477 97.53%
Michael J. Pacilio 494,828,662 5,351,393 149,096,477 98.93%
Thomas E. Skains 493,723,940 6,456,115 149,096,477 98.71%
William E. Webster, Jr. 495,010,511 5,169,544 149,096,477 98.97%
Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.
• Ratification of
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + + AGAINST
Votes For Votes Against Abstain Non-Votes AGAINST + ABSTAIN
622,954,578 24,200,791 2,121,163 NA 96.26% 95.94%
The ratification of
• Advisory vote to approve the Corporation's named executive officer
compensation
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + AGAINST
Votes For Votes Against Abstain Non-Votes + AGAINST + ABSTAIN
462,907,689 32,526,803 4,745,563 149,096,477 93.43% 92.54%
The advisory vote to approve the Corporation's named executive officer compensation received the support of a majority of the shares represented.
• Amendment to the Amended and Restated Certificate of Incorporation of
Broker Votes Cast FORVotes For Votes Against Abstain Non-Votes Shares Outstanding
485,966,612 10,456,614 3,756,829 149,096,477 63.17% The amendment to the Amended and Restated Certificate of Incorporation ofDuke Energy Corporation to eliminate supermajority requirements failed to receive the support of 80% of the shares outstanding.
• Shareholder proposal regarding independent board chair
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + AGAINST
Votes For Votes Against Abstain Non-Votes + AGAINST + ABSTAIN 174,166,803 321,840,204 4,173,048 149,096,477 35.11% 34.82%
The shareholder proposal regarding independent board chair failed to receive the support of a majority of the shares represented.
• Shareholder proposal regarding providing a semiannual report on the Corporation's political contributions and expenditures
Votes Cast FOR
Votes Cast FOR Votes Cast FOR
Broker Votes Cast FOR + AGAINST
Votes For Votes Against Abstain Non-Votes + AGAINST + ABSTAIN 257,262,883 238,252,758 4,664,414 149,096,477 51.91% 51.43%
The shareholder proposal regarding providing a semiannual report on the Corporation's political contributions and expenditures received the support of a majority of the shares represented.
(c) Not applicable. (d) Not applicable
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