Duke Energy Corporation (Holding Company) filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2024

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On May 9, 2024, the Board of Directors (the “Board”) of Duke Energy Corporation (the “Corporation”) adopted Amended and Restated By-Laws (the “By-Laws”), effective immediately.  The amendments were adopted to clarify the Corporation’s original intent regarding the provisions of the prior By-Laws relating to the conduct of stockholder meetings, proxy access for director nominations, and advance notice of shareholder proposals.  Specifically, the amendments: (i) eliminate the terms “acting in concert” and “performance-related fees” throughout the By-Laws; (ii) add standard securities law-based definitions for the terms “affiliates,” “associates,” and “principal competitor;” (iii) amend Section 2.07 to simplify the language with respect the identification of the presiding officer at a meeting of shareholders; (iv) amend Section 2.14(c)(iii) to clarify the Corporation’s intent that the Board (or a committee thereof) is the entity with power and duty to determine whether a nomination or any business proposed to be brought before the meeting was properly made; and (v) amend Sections 2.04 and 3.04 to remove a provision stating that the Board’s decisions are binding on others.

The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

(a)	The Corporation held its Annual Meeting of Shareholders on May 9, 2024.

(b)

At the Annual Meeting, shareholders voted on the following items: (i) election of directors; (ii) ratification of the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2024; (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 Duke Energy Corporation to eliminate supermajority voting requirements; (v)  a shareholder proposal regarding executives to retain significant stock; and (vi) a shareholder proposal regarding financial statement assumptions and climate change.  For more information on the proposals, see the Corporation’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 22, 2024. Set forth are the final voting results for each of the proposals.

• Proposal No. 1 – Election of Director Nominees

Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.

• Proposal No. 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024

The ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2024 received the support of a majority of the shares represented.

• Proposal No. 3 – Advisory vote to approve the Company’s named executive officer compensation

The advisory vote to approve the Corporation’s named executive officer compensation received the support of a majority of the votes cast.

• Proposal No. 4 – Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority voting requirements

The amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority voting requirements failed to receive the support of 80% of the shares outstanding.

• Proposal No. 5 – Shareholder proposal regarding executives to retain significant stock

 The shareholder proposal regarding executives to retain significant stock failed to receive the support of a majority of the votes cast.

• Proposal No. 6 – Shareholder proposal regarding financial statement assumptions and climate change

The shareholder proposal regarding financial statement assumptions and climate change failed to receive the support of a majority of the votes cast.

(c)

Not applicable.

(d)

Not applicable

d)

Exhibits.

3.1	Amended and Restated By-Laws of Duke Energy Corporation, effective as of May 9, 2024.

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.