Current Report Filing (8-k)
29 September 2022 - 6:08AM
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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) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September
22, 2022
Commission file number |
Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices and Telephone Number |
IRS Employer
Identification Number |
|
|
|
1-32853 |
DUKE ENERGY CORPORATION |
20-2777218 |
(a Delaware corporation)
550 South Tryon Street
Charlotte, North Carolina 28202-1803
704-382-3853
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)) |
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
|
Common Stock, $0.001 par value |
|
DUK |
|
New York Stock Exchange LLC |
|
5.625% Junior Subordinated Debentures due September 15, 2078 |
|
DUKB |
|
New York Stock Exchange LLC |
|
Depositary Shares each representing a 1/1,000th interest in 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 |
|
3.10% Senior Notes due 2028 |
|
DUK 28A |
|
New York Stock Exchange |
|
3.85% Senior Notes due 2034 |
|
DUK 34 |
|
New York Stock Exchange |
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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR.
On September 22, 2022, the Board of Directors (the “Board”)
of Duke Energy Corporation (the “Corporation”) adopted Amended and Restated By-Laws (the “By-Laws”), effective
immediately. Among other things, the amendments:
| · | Update certain provisions related to stockholder meetings,
including (i) clarifying the timing and means of notification of meetings to stockholders (ii) the preparation and production of the list
of stockholders entitled to vote at the meeting; (iii) the method of determining the record date for stockholders entitled to take action
by written consent; and (iv) the process for nominations and proposals for business to be made at any annual or special meeting of stockholders; |
| · | Update certain provisions related to the advance notice provision
to (i) include additional requirements regarding the information stockholders must submit and representations stockholders must make
in connection with providing advance notice of stockholder meeting proposals and director nominations as well as the timing of such notifications,
(ii) require candidates for election to the Board to submit a questionnaire and make certain representations (in each case, in the
forms provided by the Corporation), and (iii) require any stockholder submitting a proposal or a nomination to represent whether such
stockholder intends to solicit proxies in support of director nominations or other business and, not later than eight business days prior
to the date of the stockholder meeting, provide notice of such compliance; |
| · | Update certain terms regarding the timing of the determination
of whether directors shall be elected by majority vote or plurality vote; and |
| · | Make certain other administrative, clarifying and conforming
changes. |
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 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: September 28, 2022 |
By:
/s/ David S. Maltz |
|
Name: |
David S. Maltz |
|
Title: |
Vice President, Legal, Chief Governance Officer and Assistant
Corporate Secretary |
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