Lobbying Expenditures Disclosure

2019 – Duke Energy Corp.

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

RESOLVED, the shareholders of 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 Corporate Governance Committee and posted on Duke Energy’s website.

Supporting Statement: As shareholders, we encourage transparency and accountability in the use of corporate funds to influence legislation and regulation. Duke Energy spent $51,113,595 million from 2010 – 2017 on federal lobbying. 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 over $4.4 million on lobbying in North Carolina from 2010 – 2016, and its lobbying of Florida regulators has drawn media attention (“Report: With $43 million in Donations, Utilities Wield Influence over State Regulators,” Tampa Bay Times, May 16, 2018).

Duke Energy is a member of the Business Roundtable and the Edison Electric Institute (EEI), which together spent over $60 million lobbying in 2016 and 2017. Unlike many of its peers, Duke Energy does not comprehensively disclose its memberships in, or payments to, trade associations, or the individual amounts used for lobbying on its website. And Duke Energy does not disclose membership in or contributions to tax-exempt organizations that write and endorse model legislation, such as its membership in the American Legislative Exchange Council (ALEC).

We are concerned that our company’s lack of trade association and ALEC disclosure presents reputational risks. Duke Energy’s EEI and ALEC memberships have attracted press scrutiny (“New Report: How Electric Utility Customers Are Forced to Fund the Edison Electric Institute and Other Political Organizations,” Republic Report, May 9, 2017), and over 100 companies have publicly left ALEC, including Ameren, Entergy, Exxon, PG&E and Xcel Energy.