8-KOther EventsExhibits & Filings

Duke Energy CORP 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jun 4, 2012)

Filed June 4, 2012For Securities:DUKDUKBDUK-PA

Summary

Duke Energy Corporation (DUK) has filed an 8-K report to announce a temporary suspension of trading for its employee benefit plans, specifically the Duke Energy Retirement Savings Plan and its legacy Cinergy variants. This "blackout period" affects the Duke Energy Common Stock Fund within these plans, prohibiting participant transactions from June 29, 2012, until approximately July 1, 2012. This measure is a necessary step in preparation for a proposed 1-for-3 reverse stock split that will occur in conjunction with the pending merger of Duke Energy and Progress Energy, Inc. This filing also informs directors and executive officers of the company that they will be subject to restrictions on trading Duke Energy's common stock and related securities during this blackout period, as mandated by the Sarbanes-Oxley Act and the company's insider trading policy. Investors should note that while the filing assumes a July 1, 2012 merger closing date, updated information will be provided if the closing date changes. The company has also provided contact information for obtaining details about the blackout period's exact start and end dates.

Key Highlights

  • 1Duke Energy is implementing a trading blackout for its 401(k) plans affecting the Duke Energy Common Stock Fund.
  • 2The blackout period is scheduled to begin after business hours on June 29, 2012, and end during the week of July 1, 2012.
  • 3This suspension is a requirement for a 1-for-3 reverse stock split associated with the proposed merger with Progress Energy, Inc.
  • 4Company directors and executive officers are also prohibited from trading Duke Energy stock during the blackout period.
  • 5The blackout period is mandated by the Sarbanes-Oxley Act of 2002 and Duke Energy's insider trading policy.
  • 6The exact closing date of the merger and the related reverse stock split is not yet finalized, and the blackout period dates may be updated.
  • 7Contact information is provided for individuals seeking specific dates of the blackout period.

Frequently Asked Questions

The suspension, known as a 'blackout period,' is necessary to facilitate a 1-for-3 reverse stock split of Duke Energy's common stock. This split is a corporate action required to complete the proposed merger between Duke Energy and Progress Energy, Inc.

The trading suspension directly impacts participants of the Duke Energy Retirement Savings Plan and its legacy Cinergy variants, specifically their ability to transact within the Duke Energy Common Stock Fund. Additionally, Duke Energy's directors and executive officers are restricted from trading the company's common stock or related securities during this period.

The blackout period for participant transactions in the Duke Energy Common Stock Fund is set to begin after the close of business on June 29, 2012, and is expected to end sometime during the week of July 1, 2012. The exact dates are contingent on the finalization of the merger with Progress Energy, Inc., and may be updated if the merger closing date changes.

The 1-for-3 reverse stock split means that for every three shares of common stock an investor holds, they will receive one new share. This action is typically undertaken to adjust the stock's per-share price, often to meet exchange listing requirements or to make the stock appear more attractive to investors. In this case, it is a prerequisite for the merger with Progress Energy.