Notice of Exempt Solicitation. Definitive Material. (px14a6g)
April 21 2021 - 1:18PM
Edgar (US Regulatory)
NOTICE OF EXEMPT SOLICITATION
Name of the registrant:
Duke Energy Corp.
Name of person relying on exemption:
New York State Comptroller Thomas P. DiNapoli, Trustee of the New York
State Common Retirement Fund
Address of person relying on exemption:
Office of the New York State Comptroller
Division of Legal Services
110 State Street, 14th Floor
Albany, NY 12236
Written material:
Text of April 21, 2021 email communication sent by Kyle Seeley, Corporate
Governance and ESG Investment Officer, New York State Common Retirement Fund.
Duke Energy Corporation
VOTE FOR PROPOSAL SIX
SHAREHOLDER PROPOSAL REGARDING PROVIDING A SEMIANNUAL
REPORT ON DUKE ENERGY’S POLITICAL CONTRIBUTIONS AND EXPENDITURES
Filed by the New York State Common Retirement
Fund
Annual Meeting: May 6, 2021
The New York State Common Retirement Fund urges
Duke Energy Corporation shareholders to vote FOR Proposal SIX on the proxy, the Shareholder Proposal Regarding a Semiannual
Report on Duke Energy’s Political Contributions and Expenditures
Support FOR Proposal SIX Is Warranted Because:
Companies face legal, reputational, and financial risks when making
political contributions. Transparency and accountability around corporate political contributions is a widely adopted best practice and
in the best interests of shareholders. Currently, Duke Energy fails to comprehensively disclose its corporate political spending and
shareholders are unable to fully assess the risks and benefits associated with the company's political activities.
Summary of Proposal SIX
Resolved, Shareholders of Duke Energy hereby request the Company
to prepare and semiannually update a report, which shall be presented to the pertinent board of directors committee and posted on the
Company's website, that discloses the Company's:
a) Policies
and procedures for making electoral contributions and expenditures (direct and indirect) with corporate funds, including the board's role
(if any) in that process; and b) Monetary and non-monetary contributions or expenditures that could not be deducted as an "ordinary
and necessary" business expense under section 162(e)(l)(B) of the Internal Revenue Code, including (but not limited to) contributions
or expenditures on behalf of candidates, parties, and committees and entities organized and operating under section 501(c)(4) of the Internal
Revenue Code, as well as the portion of any dues or payments made to any tax-exempt organization (such as a trade association) used for
an expenditure or contribution that, if made directly by the Company, would not be deductible under section 162(e)(l)(B) of the Internal
Revenue Code.
Publicly available records show Duke has contributed at least $17 million
in corporate political funds since the 2010 election cycle. (CQMoneyline: http://moneyline.cq.com; National Institute on Money in State
Politics: http://www.followthemoney.org)
Duke’s Board and shareholders need comprehensive disclosure to
be able to fully evaluate the use of corporate assets in elections. This would bring Duke in line with a growing number of leading companies,
including Dominion Energy Inc., Consolidated Edison Inc., Edison International, and Exelon Corp., which present this information on their
websites.
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Since the Citizens United Supreme Court decision, there has
been a dramatic increase in overall political spending by corporations. When companies make political contributions that are not made
in accordance with stated values or business strategy, long-term shareholder value is jeopardized. As a result, comprehensively disclosing
corporate political spending is a well-established best practice, in the best interests of shareholders, and aligned with long-term shareholder
value.
While Duke Energy has improved its corporate political spending disclosure
over the years, the Company still fails to disclose:
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Payments to all trade associations;
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Payments to 501(c)(4) organizations, referred to as "social welfare" organizations, that may be politically active; and
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How trade associations use the Company's money on issues related to electioneering expenditures, thus exposing the Company to the
risk that it could be indirectly supporting positions opposed to its corporate position.
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Full disclosure of Duke Energy political contributions will allow shareholders
to assess the risks and benefits associated with the company's political activities.
Conclusion
Shareholders are encouraged to vote FOR Proposal SIX on the
proxy, the Shareholder Proposal Regarding Providing a Semiannual Report on Duke Energy’s Political Contributions and Expenditures
at the Corporation’s Annual Meeting on May 6, 2021.
For questions, please contact Kyle Seeley, Corporate Governance and
ESG Investment Officer New York State Common Retirement Fund, kseeley@osc.ny.gov.
This is not a solicitation of authority to vote
your proxy.
Please do not send us your proxy card.
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