Duke Energy s entering into a cooperation agreement with Elliott Investment Management L.P. after several months of dialogue, the company announced Monday.
The agreement allows the appointment of two new independent directors to Duke Energy’s Board of Directors and is consistent with Duke’s focus on enhancing shareholder value.
Idalene Kesner, Dean of Indiana University’s Kelley School of Business and an executive with strong leadership experience and a background in corporate strategy, governance and business strategy, has been appointed to Duke’s board as a new independent director.
As part of Duke’s continuing board refreshment process, the company will begin a search for an additional independent board member, mutually agreeable to Duke Energy and Elliott, to be appointed no later than March 31, 2022.
Elliott has agreed to customary standstill, voting and other provisions for a period of one year. The full agreement between Duke Energy and Elliott will be filed on Form 8-K with the U.S. Securities and Exchange Commission.
“We are pleased to have reached this constructive agreement with Elliott and delighted to welcome Idie Kesner to the Duke Energy board,” Duke Energy Chair, President and CEO Lynn Good said. “Idie brings a wealth of strategic experience to the company as we advance our clean energy transformation. Her appointment is consistent with our longstanding tradition of strong corporate governance and timely board refreshment that keep Duke Energy moving forward.”
Added Elliott executives Jesse Cohn and Jeff Rosenbaum: “We remain enthusiastic about the strong long-term growth opportunities in each of Duke’s unique utility franchises, which operate across attractive jurisdictions. We support today’s appointment to the Board, which brings new Indiana perspectives to Duke. We look forward to the appointment of another new director in early 2022, as well as continued dialogue with the Board and management team to help the company drive value for shareholders and all stakeholders.”
Kesner has served as dean for Indiana University’s Kelley School of Business since 2013. She joined the Kelley School faculty in 1995, after serving at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. Kesner also served as a consultant on strategic issues for many national and international firms. Her research has focused primarily on corporate boards of directors and corporate governance.
Michael Browning, who has served as Duke Energy’s independent lead director since 2016, will retire from the Board at the end of his current one-year term, consistent with the board’s retirement policy.
“We deeply appreciate the many years of service that Michael has dedicated to Duke Energy and the immense contributions he made to our company,” Good said. “Michael’s leadership has distinguished him throughout his board service — bringing a keen focus on long-term strategy, financial discipline, operational excellence and board succession. We are a better company today because of Michael Browning.”
Browning joined Duke Energy’s board in 2006 after its merger with Cinergy Corp., and served on multiple committees, including the Compensation Committee and the Corporate Governance Committee, which he currently chairs.
The Board of Directors elected Ted Craver to succeed Browning as the board’s independent lead director. Craver has served on Duke Energy’s board since 2017. He served as Edison International’s CEO from 2008 to 2016 and held several senior-level positions at Edison International from 1996 to 2008.