Shareholder Proposals

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Shareholder Proposals

Proposals 6 through 8 are proposals we received from our shareholders. If the proponents of these proposals, or their representatives, present their respective proposals at our Annual Meeting and submit the proposals for a vote, then the proposals will be voted upon. The shareholder proposals, including any supporting statements, are included exactly as submitted to us by the proponents of these proposals. The Board of Directors recommends voting “AGAINST” each proposal.

Proposal 6: Shareholder Proposal Regarding Providing an Annual Report on Duke Energy’s Lobbying Expenses

Mercy Investment Services, Inc., 2039 North Geyer Road, St. Louis, Missouri 63131‑3332, owner of 45 shares of Duke Energy common stock, Trinity Health, 20555 Victor Parkway, Livonia, Michigan 48152, owner of 34,366 shares, and the Benedictine Sisters of Virginia, Saint Benedict Monastery, 9535 Linton Hall Road, Bristow, Virginia 20136‑1217, owner of 1,000 shares, submitted the following proposal:

Whereas, we believe in full disclosure of our company’s direct and indirect lobbying activities and expenditures to assess whether our company’s lobbying is consistent with Duke Energy’s expressed goals and in the best interests of shareholders.

Resolved, the shareholders of Duke Energy Corporation (“Duke Energy”) request the preparation of a report, updated annually, disclosing:

  1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
  2. Payments by Duke Energy used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
  3. Duke Energy’s membership in and payments to any tax‑exempt organization that writes and endorses model legislation.
  4. Description of management’s and the Board’s decision making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Duke Energy is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Duke Energy’s website.

Supporting Statement

We encourage transparency and accountability in Duke Energy’s use of corporate funds to influence legislation and regulation. Duke Energy spent $11.632 million in 2014 and 2015 on federal lobbying (opensecrets.org). These figures do not include lobbying expenditures to influence legislation in states, where Duke Energy also lobbies but disclosure is uneven or absent. For example, Duke Energy spent approximately $1.78 million on lobbying in North Carolina for 2014 and 2015, and Duke Energy’s lobbying in North Carolina coal ash legislation has drawn media attention (“Duke’s CEO Met with NC Senate Leaders on Coal Ash,” Charlotte Observer, June 9, 2016).

Duke Energy is a member of the Business Roundtable and the Edison Electric Institute, which together spent $50.91 million lobbying in 2014 and 2015. Duke Energy does not disclose its specific memberships in or payments to trade associations, or the detailed amounts used for lobbying on its website. We are concerned that our company’s current lack of detailed trade association disclosure presents reputational risk.

Duke Energy also does not disclose membership in or contributions to tax‑exempt organizations that write and endorse model legislation, such as being a member of the American Legislative Exchange Council (ALEC). Duke Energy’s ALEC membership has attracted press scrutiny (“ALEC and Duke Energy Going after a Small N.C. Non‑Profit and Church for Going Solar,” PoliticusUSA, November 14, 2015). More than 100 companies have publicly left ALEC, including 3M, Ameren, BP, ConocoPhillips, PG&E and Shell.

This resolution received 34% voting support in 2016.

Opposing Statement of the Board of Directors:

Your Board of Directors recommends a vote “AGAINST” this proposal for the following reasons:

Duke Energy is committed to adhering to the highest standards of ethics in engaging in any lobbying activities. As a public utility holding company, the Corporation is highly regulated. As such, the Board of Directors believes that it is in Duke Energy’s and our shareholders’ best interests to participate in the political process to ensure that local, state and federal lawmakers understand and consider the interests of the Corporation, our customers, employees, shareholders, communities and other stakeholders. The Corporation does this through a government relations program and memberships in trade organizations. Duke Energy’s lobbying activities and political expenditures are overseen by the Corporate Governance Committee of the Board of Directors, in accordance with the Committee’s Charter as well as Duke Energy’s Political Activity Policy.

Oversight over Political Activities

In 2015, Duke Energy updated its Political Activity Policy and enhanced the governance around the Corporation’s lobbying activities and political expenditures. These changes were a direct result of discussions with our shareholders during our corporate governance engagements with them.

The Political Activity Policy is disclosed on the Corporate Governance page of our website at www.duke-energy.com/our-company/investors/corporate-governance/political-activity-policy. Pursuant to the Political Activity Policy as well as the Charter of the Corporate Governance Committee, also disclosed on the Corporate governance page of our website at www.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/corporate-governance, the ultimate oversight of the Corporation’s policies, practices and strategy with respect to political expenditures is the responsibility of the Corporate Governance Committee.

In addition to the oversight of the Corporate Governance Committee of the Board of Directors, the Corporation enhanced its governance of lobbying activities and political expenditures in 2015. A tiered governance process was implemented that requires increasing levels of authority within the Corporation depending on the dollar amounts of the lobbying or other political expenditure being proposed. A Political Expenditures Committee, comprised of senior executives, reviews and provides a Corporation political expenditure strategy and monitors and tracks corporate political expenditures (the “Political Expenditures Program”). The Corporate Governance Committee of the Board of Directors periodically reviews the strategy, policies and practices of the corporate Political Expenditures Program.

Duke Energy has historically made certain lobbying related information publicly available and has recently enhanced such disclosures.

The Corporation’s corporate political contributions and lobbying activities are also subject to regulation by the state and federal government, including detailed disclosure requirements which are publicly available. Duke Energy is fully compliant with all federal and state laws governing corporate political contributions and lobbying activities. As a result of the feedback we received from our shareholders during the shareholder corporate governance engagement program, the Corporation has also made changes to how it reports on contributions and lobbying activities. In 2016, Duke Energy began to disclose all reported lobbying expenses, DUKEPAC contributions and corporate contributions in the aggregate by category on a semi‑annual report which is posted directly on our website at www.duke-energy.com/our-company/investors/corporate-governance/political-activity-policy. Disclosing this information on one report allows the information to be more easily accessed and viewed by our shareholders. The Corporation’s lobbying activities and expenditures are also discussed in our annual Sustainability Report, available at www.duke‑energy.com/our‑company/sustainability/reports.

Accordingly, because the Corporation is fully compliant with all federal and state regulations regarding corporate political contributions and lobbying related expenditures and disclosure and, based on shareholder engagement and feedback, has supplemented our compliance with improved governance and website disclosure, the Board of Directors believes that the additional report requested in the proposal would result in an unnecessary and unproductive use of the Corporation’s resources.

For the Above Reasons the Board of Directors Recommends a Vote “AGAINST” This Proposal.

Proposal 7: Shareholder Proposal Regarding Preparing an Assessment of the Impacts on Duke Energy’s Portfolio of Climate Change Consistent with a Two Degree Scenario

The State of New York, State Comptroller, on behalf of the New York State Common Retirement Fund and the New York State and Local Retirement System, 59 Maiden Lane – 30th Floor, New York, New York 10038, owners of 1,699,500 shares of Duke Energy common stock, and Everence Financial, 1110 N. Main Street, Goshen, Indiana 46527, owners of 15,864 shares, submitted the following proposal:

Duke Energy
Climate Change: 2 Degree Scenario Analysis

WHEREAS: In November 2016 the Paris Agreement entered into force and its goal of keeping global temperature rise well below 2 degrees Celsius will begin to shape national policy decisions. To meet this goal the International Energy Agency estimates that the global average carbon intensity of electricity production will need to drop by 90 percent. As long‑term shareholders, we would like to understand how Duke Energy is planning for the risks and opportunities presented by global efforts to keep global temperatures within acceptable boundaries.

In June 2016, the credit rating agency Moody’s indicated that they would begin to analyze carbon transition risk based on scenarios consistent with the Paris Agreement, and noted the high carbon risk exposure of the power sector.

Rapid expansion of low carbon technologies including distributed solar, battery storage, grid modernization, energy efficiency and electric vehicles provide not only challenges for utility business models but also opportunities for growth. Many large corporations are actively seeking to increase their use of renewable energy, providing a significant market opportunity for forward‑thinking utilities. The International Energy Agency and the International Council on Clean Transportation forecast that electrification of transport will play a critical role in achieving the necessary greenhouse gas reductions by 2050.

Duke Energy is the 2nd largest CO2 emitter in the U.S., has not set a science‑based greenhouse gas reduction goal and does not provide information on its long term strategy or plan to decarbonize in ways that are consistent with the Paris Climate Agreement or a 2 Degree Scenario. As investors, we are concerned that Duke Energy is not properly accounting for the risk of its current high investment in carbon‑intensive generation and is still planning future investments in fossil fuel‑based generation.

A 2 degree scenario analysis of our company’s current generation and future plans will generate a more complete picture of current and future risks and opportunities than business as usual planning. By assessing the impact of a 2 degree scenario on the company’s full portfolio of power generation assets and planned capital expenditures through 2040, including the financial risks associated with such scenarios, the company can better plan for future regulatory, technological and market changes.

RESOLVED: Shareholders request that Duke Energy, with board oversight, publish an assessment (at reasonable cost and omitting proprietary information) of the long term impacts on the company’s portfolio, of public policies and technological advances that are consistent with limiting global warming to no more than two degrees Celsius over pre‑industrial levels.

Supporting Statement: This report could include:

  • How Duke Energy could adjust its capital expenditure plans to align with a two degree scenario; and
  • Plans to integrate technological, regulatory and business model innovations such as electric vehicle infrastructure, distributed energy sources (storage and generation), demand response, smart grid technologies, and customer energy efficiency as well as corresponding revenue models and rate designs.

 

Opposing Statement of the Board of Directors

Your Board of Directors recommends a vote “AGAINST” this proposal for the following reasons:

Duke Energy takes seriously its responsibility to provide reliable, affordable and clean power for all of its customers and is committed to a cleaner, smarter energy future by finding new ways to improve energy efficiency and reduce air emissions. The Corporation has worked to modernize its system, and we established voluntary carbon reduction goals in 2010. Since 1999, the Corporation has invested more than $7.5 billion in environmental control equipment to lower emissions from its power plants. The Corporation’s carbon dioxide emissions have decreased 28% since 2005 and our carbon intensity has decreased from 1.29 pounds per net kWh in 2005 to 0.99 pounds per net kWh in 2015. Although we are the largest utility in the nation, we rank fifty‑fifth in carbon intensity at 1120 pounds per MWh according to M.J. Bradley & Associate’s 2016 report, Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

We have announced plans to retire more than 1,800 megawatts of coal generation and invest $4 billion in new, efficient natural gas facilities by 2020. The Corporation has also made substantial investments in renewable energy, the research and development of battery storage and has introduced a solar rebate program for certain customers in its South Carolina service territory. Since 2007, the Corporation has invested almost $5 billion to grow its wind and solar power businesses and owns and operates about 2,800 megawatts of renewable generation in more than a dozen states throughout the United States. In 2016, Duke Energy also announced plans to invest approximately $3 billion more in renewables by 2020.

Duke Energy is subject to extensive regulations at both the state and federal levels, including regulation by state and federal environmental agencies, state utility commissions, and the Federal Energy Regulatory Commission. State utility commissions have broad powers of supervision and regulation over the Corporation’s regulated utilities within their state, which generally includes, among other things, supervision and regulation of their resource planning, operations, rates, and the terms and conditions of service. Duke Energy’s planning process, including its environmental compliance strategy, is designed to incorporate compliance with all applicable laws and regulations while maintaining the lowest reasonable cost to consumers, as is required by the state utility commissions.

Duke Energy’s robust resource planning process addresses many of the concerns contained in the proposal. To best meet its commitments to both customers and investors, the Corporation has been planning and will continue to plan for carbon constraints in the near and long term. Using a scenario planning approach which is disclosed in our Integrated Resource Plans (“IRPs”) that are filed with and disclosed on the websites of the state utility commissions for the states in which we serve, the Corporation evaluates its generation needs and the infrastructure required to meet forecasted customer electricity demand based on multiple variables and varying potential stringencies of future carbon requirements.

Finally, much of the information requested for inclusion in the report is already available in the Corporation’s public disclosures. In addition to the disclosures in the Corporation’s periodic reports filed with the SEC and in the IRPs discussed above, the Corporation’s annual Sustainability Report includes data on emissions and actions being undertaken to address those emissions. The Corporation also regularly engages with environmental stakeholders covering a range of topics – including regulatory and policy issues, energy efficiency, and emissions. In fact, in 2016, after engaging in discussions with some of the Corporation’s shareholders regarding providing additional information on Duke Energy’s forecasting process, the Corporation added additional information to the Sustainability Report in the article “Planning for the Future” located online which explains how Duke Energy approaches planning for the future, the actions Duke Energy is taking today to prepare for the type of changes highlighted in the proposal and links to the IRPs for more detailed information.

In summary, the Board of Directors does not believe it is in the best interests of the Corporation or its shareholders to prepare such a report at this time due to Duke Energy’s efforts relating to carbon dioxide emissions reduction, its resource planning process which considers varying stringencies of future carbon constraints, and the Corporation’s extensive disclosure included in various public reports of emissions data, emission reduction results, investments, and significant policy engagement. Developing a separate report as requested in the proposal would be an inefficient use of Corporation resources and will not add value to the Corporation’s current efforts in this area.

For the Above Reasons the Board of Directors Recommends a Vote “AGAINST” This Proposal.

Proposal 8: Shareholder Proposal Regarding Providing a Report on the Public Health Risk of Duke Energy’s Coal Use

As You Sow, on behalf of Andrew Behar, 1611 Telegraph Avenue, Suite 1450, Oakland, California 94612, owner of 50 shares of Duke Energy common stock, and Daughters of Charity, Inc., 2039 North Geyer Road, St. Louis, Missouri 63131, owners of 40 shares, submitted the following proposal:

REPORT ON PUBLIC HEALTH RISK FROM DUKE’S COAL USE

WHEREAS:

The use of coal produces well‑established harms to public health including water contamination, poor air quality, and climate change:

  • Water contamination. Coal burning results in coal waste ‑also called coal ash‑ which is laced with heavy metals such as arsenic, and which can contaminate water and raise cancer risk with long term exposure. Duke Energy had two high profile coal ash spills since 2014, at the Dan River and H.F. Lee coal plants, incurring brand damage, environmental and water impacts, and millions of dollars in clean‑up costs.
  • Harm to low income communities of color. Though the EPA and states regulate the management and disposal of coal ash, in 2016, the U.S. Civil Rights Commission criticized current regulations for disproportionately impacting low income communities of color.
  • Declining air quality. Burning coal results in sulfur dioxide, nitrous oxide, mercury, and particulate matter. These pollutants can cause serious health problems such as respiratory illnesses, including asthma and lung diseases; heart attacks; reduced life expectancy; and increased infant mortality.
  • Climate change. Coal burning releases carbon dioxide, which is the primary greenhouse gas driving climate change. Climate change results in many health harms and challenges from extreme temperatures, to declining air and water quality, to the spread of warm weather pests and diseases to new areas. In addition to the health impacts, climate change intensified extreme storms and flooding threaten the reliability and safety of coal ash infrastructure and increase the risk of water contamination. For example, Duke’s coal ash spill at H.F. Lee coal plant occurred following flooding from Hurricane Matthew.

Despite all this, Duke remains committed to coal. As of 2013, Duke Energy burned the second highest level of coal of U.S. electric power producers, and had the highest carbon pollution emissions of any U.S. power producer. (Ceres, Benchmarking Utility Air Emissions, 2015)

RESOLVED: Shareholders request that Duke Energy publish a report assessing the public health impacts of its coal use on rates of illness, mortality, and infant death, due to coal related air and water pollution in communities adjacent to Duke’s coal operations, and provide a financial analysis of the cost to the Company of coal‑related public health harms, including potential liability and reputational damage. The report should be published by 2018, at reasonable expense, and omit proprietary information.

SUPPORTING STATEMENT:

Investors request the report consider and describe:

  • The public health impacts of climate change and how Duke Energy’s coal burning exacerbates them;
  • How the Company’s coal operations, including its coal ash disposal, impacts the public health of low income communities of color, as per the report of the U.S. Civil Rights Commission.

 

Opposing Statement of the Board of Directors

Your Board of Directors recommends a vote “AGAINST” this proposal for the following reasons:

Duke Energy is committed to finding new ways to confront our industry’s biggest challenges, including greenhouse gas emissions and other issues associated with the use of coal as a fuel source for electric generation. The risks associated with these issues are examined by our Board of Directors and management on a regular basis. As a result, Duke Energy has been investing in new technologies, modernizing its generation fleet to transition to cleaner, more efficient energy sources, expanding the use of energy efficiency and developing plans to close its coal ash basins. The Corporation also regularly reports on these items in a number of public disclosures.

The Corporation has invested more than $7.5 billion in environmental control equipment to lower emissions from its power plants since 1999 and has decreased carbon dioxide emissions by 28%, sulfur dioxide emissions by 86% and nitrogen oxide emissions by 65% since 2005. The Corporation has also announced plans to retire more than 1,800 megawatts of coal generation and invest $4 billion in new, efficient natural gas facilities by 2020. In addition to its investments to modernize its generation fleet to reduce emissions, the Corporation has also made substantial investments in renewable energy, including investing almost $5 billion to grow its wind and solar power businesses with plans to invest approximately $3 billion more in renewables by 2020. The Corporation has also become a leader in the utility industry on ash management and has publicly disclosed its plans to close all of its ash basins in North Carolina by 2029.

Duke Energy has reported the metrics and the associated risks related to its coal plants and carbon emissions in the annual Sustainability Report. A link to the Sustainability Report is provided on Duke Energy’s website at www.duke-energy.com/our-company/sustainability/reports. Duke Energy also discloses its material risks, including those related to climate change and the environment, in its Annual Report on Form 10‑K filed with the SEC and provided to shareholders every year. Our Investor Response to the Carbon Disclosure Project, also posted on Duke Energy’s website at www.duke-energy.com/our-company/environment/global-climate-change/carbon-disclosure-project, discloses in detail how the Board of Directors and management review the risks related to carbon emissions, climate change and other environmental, health and safety issues. It also discusses the financial implications of those risks and the actions the Corporation is taking to manage the associated risks, such as increasing wind and solar power and instituting various energy efficiency programs. Finally, Duke Energy also includes a great deal of additional information on its use of coal, ash management, renewables and all of its environmental compliance plans on its website on the Environment section, located at www.duke-energy.com/our-company/environment, and Sustainability section, located at www.duke-energy.com/our-company/sustainability.

Because of Duke Energy’s extensive public disclosures that already exist, including on the risks associated with the Corporation’s use of coal, the Board of Directors believes that preparation of the proponent’s requested report would be duplicative and an unnecessary waste of the Corporation’s resources.

For the Above Reasons the Board of Directors Recommends a Vote “AGAINST” This Proposal.

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