8-KLeadership Changes

Duke Energy CORP 8-K Report, Executive Changes (Nov 22, 2013)

Filed November 22, 2013For Securities:DUKDUKBDUK-PA

Summary

Duke Energy Corporation announced a significant addition to its Board of Directors with the appointment of William E. Kennard, effective January 1, 2014. Mr. Kennard brings extensive experience, having previously served as the U.S. Ambassador to the European Union. This appointment is a direct fulfillment of a settlement agreement related to the company's merger with Progress Energy, Inc., underscoring the regulatory oversight following that significant transaction. Investors should note that Mr. Kennard's directorship is structured according to Duke Energy's standard compensation and stock ownership guidelines for non-employee directors. This includes prorated retainers, meeting fees, eligibility for the Director Savings Plan, and adherence to stock ownership requirements, which aim to align director interests with those of shareholders. The company continues to operate under the conditions set forth by regulatory bodies, ensuring continued governance and shareholder alignment.

Key Highlights

  • 1William E. Kennard appointed to Duke Energy's Board of Directors, effective January 1, 2014.
  • 2Mr. Kennard's appointment fulfills a condition of the settlement agreement with the North Carolina Utilities Commission Staff regarding the Progress Energy merger.
  • 3The appointment brings a former U.S. Ambassador to the European Union onto the Board.
  • 4Mr. Kennard will serve as a non-employee director and his term will expire at the next annual shareholder meeting.
  • 5Compensation for Mr. Kennard will follow the company's established non-employee director compensation program, including prorated retainers and meeting fees.
  • 6Mr. Kennard is subject to Duke Energy's Stock Ownership Guidelines for outside directors.

Frequently Asked Questions

Mr. Kennard's appointment is a direct result of a settlement agreement with the Staff of the North Carolina Utilities Commission, stemming from Duke Energy's merger with Progress Energy. The agreement stipulated that the company's Board would elect a second new Board member within twelve months of the settlement date.

Mr. Kennard has a notable background, including his service as the U.S. Ambassador to the European Union from December 2009 to August 2013. His expertise is expected to be valuable to the company's board.

As a non-employee director, Mr. Kennard will receive a prorated annual retainer (cash and stock), meeting fees as per the company's Director Compensation Program, and will be eligible for the Director Savings Plan. His compensation details are aligned with the company's established policies.

Yes, Mr. Kennard is subject to Duke Energy's Stock Ownership Guidelines for outside directors. These guidelines require directors to own Duke Energy common stock (or equivalents) valued at least five times the annual cash retainer ($375,000), or to retain 50% of their vested annual equity retainer until this minimum is met.