8-K
Duke Energy CORP (DUK)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 29, 2025
| Commissionfile number | Exact Name of Registrant as Specified in its Charter, State or other Jurisdiction of Incorporation, Address of Principal Executive Offices, Zip Code, and Registrant's Telephone Number, Including Area Code | IRS Employer Identification No. |
|---|---|---|
| 1-32853 | DUKE ENERGY CORPORATION<br><br> <br>(a Delaware corporation)<br><br> <br>525 South Tryon Street<br><br> <br>Charlotte, North Carolina 28202<br><br> <br>800-488-3853 | 20-2777218 |
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange onwhich registered |
|---|---|---|---|
| Duke Energy | Common Stock, $0.001 par value | DUK | New York Stock Exchange LLC |
| Duke Energy | 5.625% Junior Subordinated Debentures due September 15, 2078 | DUKB | New York Stock Exchange LLC |
| Duke Energy | Depositary<br> Shares each representing a 1/1,000th interest in<br> a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | DUK PR A | New York Stock Exchange LLC |
| Duke Energy | 3.10% Senior Notes due 2028 | DUK 28A | New York Stock Exchange LLC |
| Duke Energy | 3.85% Senior Notes due 2034 | DUK 34 | New York Stock Exchange LLC |
| Duke Energy | 3.75% Senior Notes due 2031 | DUK31A | New York Stock Exchange LLC |
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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On April 29, 2025, Ms. Julia S. Janson, currently serving as Duke Energy Corporation’s (the “Corporation”) Executive Vice President and CEO, Duke Energy Carolinas, notified the Corporation of her intent to retire on June 30, 2025. Effective July 1, 2025, Ms. Janson’s responsibilities will transition as described in Exhibit 99.1 attached hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|---|
| (a) | The Corporation held its Annual Meeting of Shareholders on May 1, 2025. |
| --- | --- |
| (b) | At the Annual Meeting, shareholders<br>voted on the following items: (i) election of directors; (ii) ratification of the appointment of Deloitte & Touche<br>LLP as the Corporation’s independent registered public accounting firm for 2025; (iii) an advisory vote to approve the Corporation’s<br>named executive officer compensation; (iv) a shareholder proposal regarding support simple majority vote; and (v) a shareholder<br>proposal regarding a net-zero audit. For more information on the proposals, see the Corporation’s Definitive Proxy Statement on<br>Schedule 14A filed with the Commission on March 14, 2025. Set forth are the final voting results for each of the proposals. |
| --- | --- |
·Proposal No. 1 – Election of Director Nominees
| Votes Cast FOR | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Director | For | Against | Abstain | Broker<br> <br>Non-Votes | Votes Cast FOR<br> + AGAINST | |||||
| Derrick Burks | 505,116,976 | 4,203,044 | 1,503,663 | 145,472,494 | 99.17% | |||||
| Annette K. Clayton | 504,213,945 | 5,258,193 | 1,351,545 | 145,472,494 | 98.97% | |||||
| Theodore F. Craver, Jr. | 477,712,288 | 31,618,117 | 1,493,278 | 145,472,494 | 93.79% | |||||
| Robert M. Davis | 495,811,931 | 13,428,129 | 1,583,623 | 145,472,494 | 97.36% | |||||
| Caroline Dorsa | 504,022,148 | 5,489,632 | 1,311,903 | 145,472,494 | 98.92% | |||||
| W. Roy Dunbar | 500,846,943 | 8,473,786 | 1,502,954 | 145,472,494 | 98.34% | |||||
| Nicholas C. Fanandakis | 502,580,439 | 6,658,335 | 1,584,909 | 145,472,494 | 98.69% | |||||
| John T. Herron | 504,525,013 | 4,780,827 | 1,517,843 | 145,472,494 | 99.06% | |||||
| Idalene F. Kesner | 498,412,733 | 10,688,250 | 1,722,700 | 145,472,494 | 97.90% | |||||
| E. Marie McKee | 483,699,367 | 25,423,346 | 1,700,970 | 145,472,494 | 95.01% | |||||
| Michael J. Pacilio | 505,796,802 | 3,515,894 | 1,510,987 | 145,472,494 | 99.31% | |||||
| Harry K. Sideris | 505,773,409 | 3,570,208 | 1,480,066 | 145,472,494 | 99.30% | |||||
| Thomas E. Skains | 493,965,397 | 15,314,196 | 1,544,090 | 145,472,494 | 96.99% | |||||
| William E. Webster, Jr. | 495,549,089 | 13,766,344 | 1,508,250 | 145,472,494 | 97.30% |
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 2025
| Votes Cast FOR | Votes Cast FOR | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker <br> Non-Votes | Votes Cast FOR<br> + AGAINST | Votes Cast FOR<br> + AGAINST<br> + ABSTAIN | ||||||
| 626,602,084 | 27,639,556 | 2,054,537 | N/A | 95.78% | 95.48% |
The ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2025 received the support of a majority of the shares represented.
· Proposal No. 3 – Advisory vote to approve theCompany’s named executive officer compensation
| Votes Cast FOR | Votes Cast FOR | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker <br> Non-Votes | Votes Cast FOR <br> + AGAINST | Votes Cast FOR <br> + AGAINST <br> + ABSTAIN | ||||||
| 471,535,597 | 35,410,988 | 3,877,098 | 145,472,494 | 93.01% | 92.31% |
The advisory vote to approve the Corporation’s named executive officer compensation received the support of a majority of the shares represented.
· Proposal No. 4 – Shareholder proposal regardingsupport simple majority vote
| Votes Cast FOR | Votes Cast FOR | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker <br> Non-Votes | Votes Cast FOR <br> + AGAINST | Votes Cast FOR <br> + AGAINST <br> + ABSTAIN | ||||||
| 498,542,518 | 9,918,196 | 2,362,969 | 145,472,494 | 98.05% | 97.60% |
The shareholder proposal regarding support simple majority vote received the support of a majority of the shares represented.
· Proposal No. 5 – Shareholder proposal regardinga net-zero audit
| Votes Cast FOR | Votes Cast FOR | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker <br> Non-Votes | Votes Cast FOR <br> + AGAINST | Votes Cast FOR <br> + AGAINST <br> + ABSTAIN | ||||||
| 11,531,366 | 492,297,167 | 6,995,150 | 145,472,494 | 2.29% | 2.26% |
The shareholder proposal regarding a net-zero audit failed to receive the support of a majority of the shares represented.
(c) Not applicable.
(d) Not applicable
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Duke Energy Corporation Press Release dated May 2, 2025 Announcing Leadership Changes. |
|---|---|
| 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.
| DUKE ENERGY CORPORATION | ||
|---|---|---|
| Date: May 5, 2025 | By: | /s/ David S. Maltz |
| David S. Maltz | ||
| Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary |
Exhibit 99.1
24-Hour: 800.559.3853
May 2, 2025
Duke Energy announces key leadership appointments
| § | Julie Janson, EVP and CEO, Duke Energy Carolinas, to retire after a distinguished37-year career with the company |
|---|---|
| § | Kodwo Ghartey-Tagoe, Alex Glenn and Louis Renjel to be appointed to newleadership positions, reflecting the depth of Duke Energy’s leadership team |
| --- | --- |
| § | Cameron McDonald to join the company’s senior management committee |
| --- | --- |
CHARLOTTE, N.C. – Duke Energy (NYSE: DUK) today announced a series of leadership appointments to further advance the company’s strategy and ensure it is best positioned to meet the growing energy needs across its service territory.
The appointments follow the planned retirement of Julie Janson, who has served the company in various roles for nearly four decades, most recently as executive vice president and chief executive officer of Duke Energy Carolinas, and head of its Natural Gas Business Unit. Janson will retire from Duke Energy on July 1, 2025.
“On behalf of everyone at Duke Energy, I want to thank Julie for her nearly four decades of service to the company, our customers and our shareholders,” said Harry Sideris, president and CEO. “An industry veteran and invaluable member of our team, Julie played a large role in shaping today’s Duke Energy and has embodied the values that make Duke Energy a great company. Her leadership in transforming our company helped pave the way for the growth opportunities we have in front of us. We will miss her and wish her the very best in retirement.”
On the additional leadership changes, Sideris continued, “As Duke Energy executes its $83 billion capital plan to modernize energy infrastructure, meet unprecedented load growth across its service territory and serve growing communities, these appointments underscore the deep level of talent we have across our organization and reflect the continued progression of our leadership as we ensure continuity and drive innovation. I look forward to working with my colleagues in their new roles as we continue advancing our strategy to build a smarter energy future for our customers, stakeholders and shareholders.”
New Leadership Appointments – Effective July 1, 2025
| § | Kodwo Ghartey-Tagoe will succeed Janson as executive vice president<br>and chief executive officer of Duke Energy Carolinas and head of the Natural Gas Business Unit. Ghartey-Tagoe is currently executive vice<br>president, chief legal officer and corporate secretary. Prior to being named chief legal officer in October 2019 and corporate secretary<br>in May 2020, Ghartey-Tagoe, a 23-year veteran of the company, served as president of Duke Energy’s utility operations in South<br>Carolina. |
|---|---|
| § | Alex Glenn will assume the role of executive vice president and chief<br>legal officer, with responsibilities inclusive of legal, ethics, compliance and corporate audit. Glenn is currently executive vice president<br>and chief executive officer of Duke Energy Florida and Midwest. Before assuming his current position in May 2021, Glenn, who has<br>been at the company for nearly 30 years, served as senior vice president of state and federal regulatory legal support. |
| --- | --- |
| § | Louis Renjel will become executive vice president and chief executive<br>officer of Duke Energy Florida and Midwest and will retain his position as chief corporate affairs officer. Prior to joining Duke Energy<br>in March 2017, Renjel was a longtime executive at Jacksonville, Fla.-based transportation company CSX Corporation. |
| --- | --- |
| § | Cameron McDonald, senior vice president and chief human resources<br>officer, will join the company’s senior management committee. |
| --- | --- |
| § | In addition, David Maltz, vice president, corporate legal support<br>and chief governance officer, will add corporate secretary to his current responsibilities. |
| --- | --- |
Ghartey-Tagoe, Glenn, Renjel and McDonald will report to Sideris.
Duke Energy
Duke Energy (NYSE: DUK), a Fortune 150 company headquartered in Charlotte, N.C., is one of America’s largest energy holding companies. The company’s electric utilities serve 8.6 million customers in North Carolina, South Carolina, Florida, Indiana, Ohio and Kentucky, and collectively own 55,100 megawatts of energy capacity. Its natural gas utilities serve 1.7 million customers in North Carolina, South Carolina, Tennessee, Ohio and Kentucky.
Duke Energy is executing an ambitious energy transition, keeping customer reliability and value at the forefront as it builds a smarter energy future. The company is investing in major electric grid upgrades and cleaner generation, including natural gas, nuclear, renewables and energy storage.
More information is available at duke-energy.com and the Duke Energy News Center. Follow Duke Energy on X, LinkedIn, Instagram and Facebook, and visit illumination for stories about the people and innovations powering our energy transition.