Stock Ownership Guidelines Policy
Duke Energy Corporation
Stock Ownership Guidelines Policy
(Amended and Restated as of July 2, 2012)
The Board of Directors (“Board”) of Duke Energy Corporation (“Duke Energy” or the “Corporation”) believes that it is in the best interest of Duke Energy and its shareholders to align the financial interests of Duke Energy executives and non-employee members of the Board (“Directors”) with those of the Corporation’s shareholders. In this regard, the Corporate Governance Committee of the Board has adopted minimum stock ownership guidelines.
The Corporate Governance Committee may modify this Policy in its discretion.
The Policy is applicable to all non-employee Directors and members of the Executive Leadership Team (“ELT” and together with the non-employee Directors, “Participants”). Questions regarding this Policy should be directed to the Corporation’s Chief Legal Officer.
Minimum Ownership Requirements
Participants must own shares of common stock of the Corporation in accordance with the following schedule:
|Leadership Position||Value of Shares|
|Non-Employee Member of the Board of Directors||5x annual cash retainer|
|Executive Chairman and CEO||7x base salary; if none, 10x base salary of highest CEO direct report|
|Direct Reports to CEO||3x base salary|
|Other ELT Members||1x base salary|
Satisfaction of Guidelines
Participants may satisfy their ownership guidelines with common stock in these categories:
- Shares owned directly
- Shares owned indirectly (e.g., by a spouse or a trust)
- Shares represented by amounts invested in a 401(k) plan or deferred compensation plan maintained by Duke Energy or an affiliate
- Time-vested restricted stock, restricted stock units or phantom stock
- Shares held in the Duke Energy Corporation InvestorDirect Choice Plan
Unexercised options and unearned performance shares are not counted toward meeting the guidelines.
The value of a Participant’s stock ownership requirement is based on his or her then current retainer or salary and the value of the Participant’s holdings is based on the average closing price of a share of the Corporation’s stock for the previous calendar year.
While the Participant is not in compliance with his or her ownership requirement, the Participant must retain 50% of his or her vested long-term incentive plan shares or annual equity retainer (after-tax).
In addition, each Officer (as such term is defined pursuant to Section 16 of the Securities Exchange Act of 1934, as amended) of the Corporation is prohibited from selling Corporation stock acquired by exercising stock options until such Officer is in compliance with his or her ownership requirement. Notwithstanding the preceding sentence, Officers may immediately sell Corporation stock acquired by exercising stock options for the limited purposes of paying the exercise price of the stock option and any applicable tax liability.
The Corporate Governance Committee has the discretion to enforce the stock ownership guidelines on a case-by-case basis. Violations of this Policy may result in the Participant not receiving future grants of long-term incentive plan awards or annual equity retainer.
The Corporate Governance Committee of the Board shall be responsible for monitoring the application of these stock ownership guidelines. This Policy supersedes any previous policy of the Corporation concerning stock ownership guidelines. In the event of any conflict or inconsistency between this Policy and any other materials previously distributed by the Corporation, this Policy shall govern.