DUKE ENERGY CORPORATION | Simple majority vote at DUKE ENERGY CORPORATION

Status
79.03% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
DUK
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
John Chevedden submitted the following proposal:

Shareholders request that our board take each step
necessary so that each voting requirement in our charter and
bylaws (that is explicit or implicit due to default to state law)
that calls for a greater than simple majority vote be replaced
by a requirement for a majority of the votes cast for and
against such proposals, or a simple majority in compliance
with applicable laws.
Supporting statement
This means the closest standard to a majority of the votes
cast for and against such proposals consistent with applicable
laws. This includes any existing supermajority vote
requirement that results from default to state law and can be
subject to replacement. This proposal topic is important
because it was approved by 98% of Duke Energy shares that
voted in 2021.
This 2023 proposal includes that the Board take all the steps
necessary at its discretion to help ensure that the topic of this
proposal is approved by the requirement of 80% of all
outstanding shares including a commitment to hire a proxy
solicitor to conduct an intensive campaign, a commitment to
adjourn the annual meeting to obtain the votes required if
necessary and to take a 2-year process to adopt this proposal
topic if applicable. This proposal does not restrict the Board
from using a means to obtain the necessary vote that is not
mentioned in this proposal.
For instance PPG industries, Inc. (PPG) adjourned its annual
meeting for weeks to obtain the necessary votes on this
proposal topic in 2022 and Raytheon Technologies
Corporation (RTX) announced a 2-year process to obtain
shareholder approval of this proposal topic in its 2022 proxy.
This proposal includes that the Board make an EDGAR filing
approximately 10-days before the annual meeting urging
shareholders to vote in favor and explaining all the efforts the
board has taken or will take to obtain the necessary vote and
all the available efforts that the Board has not taken with an
explanation for each available effort not taken.
It is important to make an all-out effort now to obtain
shareholder approval of this proposal topic in preference to
the expense of conducting failed votes on this proposal topic
every year into the foreseeable future.
Extraordinary measures need to be taken to adopt this
proposal topic due to the dead hand of our undemocratic
governance provisions that require an 80% approval from all
Duke shares outstanding to improve the corporate
governance of Duke – given the reality that only 64% of Duke
shares typically vote at the annual meeting and the Duke
Board could not care less about increasing the Duke voter
turnout.

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Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.