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 applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.
The Duke Energy Board of Directors put this important proposal topic on the 2024 DUK annual meeting ballot and failed by not a large margin to obtain the required 80% vote from all shares outstanding for the 4th time since 2012. This was because less than 80% of DUK shares typically cast ballots. It is time that the DUK Board of Directors stop exercising its shareholders on this important topic and get serious with adopting this proposal topic.
The 80% approval requirement was adopted decades ago, not because it had any merit, but because it was adopted at a time when good corporate governance was not considered important plus mutual funds and institutional investors then did not fully recognize their duty to vote on corporate governance issues in the best interest of shareholders.
In order to determine whether the DUK Board is really serious about adopting this important proposal topic it would be useful
to shareholders for the Board of Directors to prepare a detailed report, omitting proprietary data, on the Board of Directors’ expenses to proxy solicitors and other vendors to obtain the challenging 80% approval requirement from all shares outstanding on this proposal topic when less than 80% of DUK shares typically cast ballots. This report need not be prepared if each next DUK Board of Directors proposal on this important topic receive the required 80% vote.
At least a preliminary report shall be included with the Item 5.07 filing within 4-days of the annual meeting and a final report shall be included in an Item 5.07 filing within 30-days of the annual meeting.
This proposal is at least a reminder that there are limitations to any corporate governance improvements or increased shareholder rights that can be expected at DUK due to the current – all but impossible – 80% approval requirements that are baked into the DUK governing documents. This in turn negatively impacts the long-term performance that shareholders can expect from DUK stock. Shareholders may thus be wise to diversify away from DUK.
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance but sadly DUK is not such a company. DUK stock was at $97 in late 2019 and at an unremarkable $111 in late 2024