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Duke Energy CORP 8-K Report, Executive Changes (May 12, 2015)

Filed May 12, 2015For Securities:DUKDUKBDUK-PA

Summary

Duke Energy Corporation (DUK) filed an 8-K on May 12, 2015, primarily detailing executive departures and the approval of a new long-term incentive plan. Two key executives, Marc E. Manly and B. Keith Trent, are leaving the company by June 30, 2015, and will receive severance benefits. This filing also announced the shareholder approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan, which authorizes the grant of equity-based compensation to employees and directors. The plan reserves 10 million shares of common stock and provides for various award types, including stock options, restricted stock, and performance shares, aimed at aligning executive and director interests with shareholder value. Furthermore, the report details the voting results from the company's Annual Meeting held on May 7, 2015. Shareholders overwhelmingly approved the election of director nominees, ratified the appointment of Deloitte & Touche LLP as the independent auditor, and approved the named executive officer compensation in an advisory vote. The 2015 Long-Term Incentive Plan also received strong shareholder support. However, shareholder proposals regarding the limitation of accelerated executive pay and political contribution disclosure received significant opposition, while the proxy access proposal garnered a majority of votes cast.

Key Highlights

  • 1Two Executive Vice Presidents, Marc E. Manly and B. Keith Trent, are departing Duke Energy by June 30, 2015, and are eligible for severance benefits.
  • 2Shareholders approved the Duke Energy Corporation 2015 Long-Term Incentive Plan.
  • 3The 2015 Long-Term Incentive Plan authorizes the grant of various equity awards, including stock options, restricted stock, and performance shares.
  • 410,000,000 shares of common stock are reserved for issuance under the new incentive plan.
  • 5The plan replaces previous incentive plans from Duke Energy and Progress Energy.
  • 6Shareholders overwhelmingly re-elected all director nominees.
  • 7The appointment of Deloitte & Touche LLP as the independent auditor for 2015 was ratified.
  • 8An advisory vote to approve named executive officer compensation passed with strong support.
  • 9Shareholder proposals on limiting accelerated executive pay and political contribution disclosure received considerable opposition.

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