8-KLeadership ChangesCorporate ChangesExhibits & Filings

Duke Energy CORP 8-K Report, Executive Changes (Mar 3, 2008)

Filed March 3, 2008For Securities:DUKDUKBDUK-PA

Summary

Duke Energy Corporation (DUK) filed an 8-K report on March 3, 2008, detailing actions taken by its Compensation Committee on February 26, 2008. The committee certified the 2007 short-term incentive payments, noting that while the company met its diluted Earnings Per Share (EPS) objective at the maximum level, CEO James E. Rogers did not achieve maximum individual performance. Despite this, the committee used discretionary authority to award Mr. Rogers the maximum payout for his individual objectives, resulting in an additional $23,969. The filing also outlines the establishment of the 2008 short-term incentive program for named executive officers, with 80% of the incentive tied to diluted EPS and 20% to individual strategic and operational measures. For CEO Rogers, the performance goals for the 2008 tranche of his performance share grants were also set, with similar EPS and individual objectives, and these grants are contingent upon meeting these performance metrics.

Key Highlights

  • 12007 Short-Term Incentive Payment: Duke Energy's Compensation Committee certified that the company achieved its 2007 diluted EPS objective at the maximum level.
  • 2CEO Discretionary Payout: Despite not achieving maximum individual performance, CEO James E. Rogers received a discretionary award equivalent to the maximum payout for his individual objectives, totaling $23,969.
  • 32008 Short-Term Incentive Program Established: The program for named executive officers (excluding Mr. Rogers) links 80% of incentive to diluted EPS and 20% to individual goals.
  • 42008 CEO Performance Share Goals Set: Specific EPS targets ($1.20, $1.27, $1.35 for threshold, target, maximum) and individual objectives were established for the 2008 tranche of Mr. Rogers' performance shares.
  • 5Spectra Energy Component: The 2008 performance shares for Mr. Rogers include a component tied to Spectra Energy Corp stock, with 53,800 shares at maximum performance.
  • 6Potential Share Reduction: Mr. Rogers' performance shares could be reduced by up to 5% if certain safety goals are not met.
  • 7By-Laws Amended: The company's By-Laws were amended to clarify officer responsibilities, remove annual election requirements, and reclassify the Chairman of the Board's description.

Frequently Asked Questions

The Compensation Committee exercised its discretionary authority. Although the filing states Mr. Rogers did not achieve maximum performance for his individual objectives, the committee chose to approve a payout at the maximum level for those objectives, resulting in an additional payment.

For both the 2008 short-term incentive plan (for most named executives) and the 2008 performance shares for CEO Rogers, 80% of the payout is based on the company's ongoing diluted EPS with threshold, target, and maximum performance levels of $1.20, $1.27, and $1.35, respectively. The remaining 20% is based on individual strategic and operational objectives.

The 2008 performance shares granted to CEO Rogers include a component tied to Spectra Energy Corp stock. A portion of the performance shares, specifically 53,800 shares at maximum performance, are linked to the achievement of these performance objectives, indicating a connection to the performance or value of Spectra Energy Corp.

Yes, the filing notes that the Board of Directors approved amended and restated By-Laws. These changes clarify which officers are subject to the Board's discretion for election, remove the annual election requirement for officers, and move the description of the Chairman of the Board.