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The May 2, 2019 Duke Energy shareholder meeting was the third dull virtual event. Duke does not want to spend any money to move coal ash to a safer location. But a shareholder resolution on the impacts of coal use received 41% of shareholder support according to Energy Central News.

The May 3 Duke Energy shareholder meeting was the second virtual event. Expect the meetings to be rather bland from here on out. At physical meetings, one never knew what to expect. Outbursts from the floor could come at any moment. Shareholders were often ejected from the meetings. You could always count on a lively, entertaining protest outside the meeting. Duke can now tightly control the script and eliminate internal protests, unless maybe a hacker intervenes.

Even virtual meetings cannot shield Duke from questions that it does not want to hear. Excessive pay for top executive and continual rate hikes for customers was questioned. Numerous articles have been written about CEO Lynn Good's $21.4 million compensation.

The financial system has been out of control for a long time, but Lynn Good did not create it. When Paul Anderson was Duke CEO he said that the CEO pay pendulum had swung too far in one direction. Ms. Good makes a lot of money, but she is top-notched, and Duke does not want to lose her.

If Duke offered you $21.4 million, would you take it or say "Man that's way too much; just give me $50 thousand?"

Being CEO is much like being President of the United States; they get the blame for everything. Even when they are doing outstanding work, some people will always blame all problems in the universe on them. For example, Lynn Good's response to the 2014 coal ash spill could not have been better.

Open Forum - February 2014

Open Forum - November 2014

But people are still lumping all coal ash issues in with the 2014 Dan River spill. No rate hikes will go to pay for the Dan River spill. One can forgive the average customer for not knowing all the coal ash nuances. But the mainstream media is guilty of spreading misinformation about who pays for the Dan River spill. That's not too good, and must make Lynn Good feel tired all over.

May 4, 2017 marked the first online only Duke Energy shareholder meeting. According to Duke, axing the physical meeting was to "To further improve shareholder communications."

There was no mention of Duke now being able to totally stifle anything that is at odds with Duke's narrative. Transparency was set back decades to the time when Duke could tightly control media exposure.

It's no wonder that Duke wants online only meetings. Anything can happen at a physical meeting - ANYTHING! Now Duke management no longer has to dread the potential for disaster at the annual meetings.

Duke can now stifle online protests, but was not able to repress the physical protests. The protests went on as usual outside the Duke Energy Center. These protests are always entertaining. This year protesters conducted a parody of the annual meeting in the street.

When IBM proposed converting its pension to a cash balance plan, employees disrupted shareholder meetings in protest.

IBM Workers Continue to Fight Pension Changes

IBM faces shareholder dissent at meeting

Duke employees never used shareholder meetings to protest Duke's cash balance plan conversion. It was Duke's customers who bit Duke by protesting environmental issues at shareholder meetings.

Corporations can stifle employee protests by moving meetings locations to make it difficult for employees to attend. Online only meetings allows Duke to squelch meeting protesters more cheaply than moving meetings around.

Sure, online meetings are more modern and offer advantages to some shareholders. But the greatest advantage to Duke is total control of the meetings. Duke management will admit this, but only if injected with sodium pentothal.

If CEO Lynn Good had created all the problems at Duke Energy, the Employee Advocate would be happy to lay them on her doorstep. But she only inherited the many issues. If you ever felt that working for Duke was like crossing a minefield, just imagine the treacherous path Ms. Good must negotiate daily.

Only 14 shareholder questions were asked.

All 3 shareholder proposals were rejected.

The question and answer period lasted only 20 minutes.

The obligatory environmental protestors at the May 5 Shareholder Meeting outdid themselves this year. They staged a wedding between Duke and Gov. Pat McCrory, complete with a flower girl carrying a bucket of coal.

Protestors were inside the meeting also. Ms. Good was interrupted numerous times in the first few minutes of the meeting. Each time she waited patiently until they had been escorted out. The interruptions never broke her stride.

A shareholder proposal to eliminate a supermajority voting requirement passed. Of course such proposals are always non-binding. So, the ball is in Duke's court.

Ms. Good answered the 13 questions in her usual straightforward manner. She said that in 2015 Duke had the best safety record in the business. Duke has come a long way on safety.

Speaker 1 is concerned about climate change and does not think natural gas is so great. He wants Duke to be fossil fuel free.

Speaker 2 has coal ash basins on 3 sides of his property and is concerned about the health impact.

Speaker 3 lives near coal ash basins and blames numerous health problems on coal ash. He is tired of going to funerals and wants Duke to fix the problem.

Ms. Good stood by the company line that coal ash does not impact drinking water.

Speaker 4 wants more than 4% solar generation in the next 15-years and wants no more coal. He asked for a meeting with Ms. Good and others on the issue.

Ms. Good alluded to the fact that solar only works when the sun shines. No meeting was scheduled.

Speaker 5 wants to know what Ms. Good would say in years to come when asked why she did not do more on climate issues.

Ms. Good said her conscience is clear.

Speaker 6 brought up Duke's grandiose ethics statement and said it did not seem to apply to her situation of living near 3 coal ash pits in Dukeville.

Ms. Good said Duke is working to close the ash basins.

Employees learned how Duke's ethics really works when they were forced into a retirement cash balance plan and lost retirement health coverage. The fact that these benefits had been promised in writing for decades was ignored.

Speaker 7 wants Duke women to participate in lineman contests.

Speaker 8 is concerned about contaminated well water near Plant Allen and asked about filters or piped in water.

Speaker 9 wants details on trade association membership.

Speaker 10 said 99 people living near H. F. Lee Plant have cancer. He said SC solved the coal ash problem and wants to know why NC cannot.

Ms. Good disavowed any knowledge of coal ash health issues and is working to close basins.

Speaker 11 cobbled together a nearly incomprehensible question regarding super majority voting, political spending, climate change, and improved governance.

Ms. Good gave a number of answers in an attempt to cover the multitude of issues.

Speaker 12 is concerned about a major pipeline blast. He compared natural gas to natural arsenic, and natural plutonium.

Speaker 13 said that 100's of wells near ash basins exceed safe water standards. He wants to know what good is monitoring if nothing is ever fixed. He charged Duke with actually trying to block homeowner solar.

There was a media report that few protestors were expected at the May 7 Shareholder Meeting. They blew it big time. The crowd of protestors was as large and loud as ever! Perhaps the protestors took the prediction of a low turnout as a challenge. Or, maybe, the protesting groups are getting better at not telegraphing their moves.

Processing through the metal detectors was more time consuming than ever. Again, no drinks were allowed in the meeting. There was a two-minute time limit on questions, and only one subject could be addressed. Again, numbers were assigned before the meeting for those wanting to ask questions.

The handout stated: "Disrespectful comments to individuals or comments that are otherwise in bad taste are not permitted."

Permitted or not, Duke got an earful of disrespectful comments. And, just what is a bad taste comment? Anything that Duke does not want to hear, of course.

There were three shareholder proposals:

• Limitation of Accelerated Executive Pay
  
• Political Contribution Disclosure
  
• Proxy Access

The proxy proposal passed. This is noteworthy, as it is difficult to get any shareholder proposal passed.

Two ladies sitting in front of the Employee Advocate were wearing identical tee shirts printed with a slogan that started "Duke Energy." It did not take long to be able to read the whole slogan. The ladies stood up, exposing the full slogan: "Duke Energy Stop Blocking Rooftop Solar." Others, wearing identical tee shirts, stood up in various places throughout the room. They began chanting "Stop Blocking Rooftop Solar." Security quickly ushered them from the meeting.

Lynn Good said that she appreciates and respects passionate feeling about solar. Ms. Good is wise enough to know that protests are not a personal attack on her. She gives protestors their space and is never confrontational. She did the same thing when she was interrupted by protestors at a collage. She remained silent until the protestors were removed, and then said that she appreciated their passion for the environment.

One of Ms. Good's main objectives is not to come unglued. She performed flawlessly.

• Question 1 got the Q & A portion off to a rousing start. The shareholder unloaded on crooked Democrats, particularly, Pat Cannon. He wanted to know if the $10 million given to the Democratic Party involved any hanky panky with Pat Cannon. He wanted to know if Jim Rogers used Duke Energy as his personal piggy bank to help finance the Democratic Convention. He wants his money back.

  Ms. Good said the convention benefited Charlotte, and chose to sidestep the other questions.

  The $10 million political giveaway was not a hit with many employees either. If Jim Rogers had delivered on his proposal to reimburse the money through private contributions, maybe the gaff would have blown over. But he failed to drum up any contributions, and shareholders had to eat the whole amount.

• Shareholder 2 was concerned about carbon emissions, wanted renewable energy, rooftop solar, net metering and wind power.

• Shareholder 3 commented on the courage it took for Ms. Good to appear on the "60-Minutes" coal ash spill interview. He was impressed with her performance.

• Shareholder 4 was a proxy for Common Cause. He wanted to know what the downside is to more transparency.

• Shareholder 5 wanted to move away from fossil fuels. He wanted solar and other renewable energy.

  Ms. Good said that a move to solar could not happen now; it might take 20 to 30 years.

• Shareholder 6 was Fred, who always asks that the company name be changed back to " Duke Power." That is want he wanted this time also.

  Ms. Good said that she expected him to attend the meeting and was prepared for him. She gave him a Duke Energy 100 Anniversary Plaque in honor of his participation in the shareholder meetings.

• Shareholder 7 did not want shareholders or ratepayers to have to pay for the coal ash cleanup. He wanted Duke Energy directors and executives to have to foot the whole bill.

  Ms. Good said that regulating bodies will make those decisions.

• Shareholder 8 was Jim Warren, of NC WARN. He supports rooftop solar. He questioned the validly of the environmental numbers provided by Duke.

• Shareholder 9 was Dawn Crawley. She gave an impassioned plea for Duke Energy to not dump coal ash beside her farm in Sanford.

  Ms. Good said that she cares about the environment also.

• Shareholder 10 represented the NAACP, and was concerned about coal related respiratory issues.

• Shareholder 11 was a former CP&L employee. She was concerned about coal ash and cancer at H. F. Lee Plant.

• Shareholder 12 wanted to know what Duke's new business model will be when solar rules the energy industry.

  Ms. Good said the company will adapt to solar.

• Shareholder 13 was anti coal, supported solar and clean energy.

• Shareholder 14 said to not move the ash any more than necessary. He called liners a cheap solution. He wanted ash stored above ground on Duke property. He wanted the leaks stopped.

• Shareholder 15 wanted Duke to get away from coal, nuclear and gas.

After the meeting was adjourned, the protest outside was still going strong. The meeting lasted one and a half hours.

The May 1, 2014 Duke Shareholder Meeting was bigger than ever, with a huge number of protestors outside and a packed house inside. One shareholder was even ejected from the meeting.

Security was tighter than ever. There was a bottleneck getting to the registration desk, as shareholders had to process through a metal detector. Shareholders were not even allowed to bring water into the meeting.

Things started differently, with Chairman of the Board Ann Maynard Gray calling the meeting to order. The meeting had only been in progress for a few minutes, when a shareholder accused Ms. Gray of being out-of-order. Security immediately asked the shareholder to leave the meeting.

There was a shareholder proposal for shareholder rights to call special shareholder meetings. Another proposal was for greater political donation transparency.

Shareholders had question to ask about the proposals, but were told that they could only ask question after the vote! The special shareholder meeting proposal passed. The proposal for political donation transparency did not pass. For now, Duke Energy can continue to operate in the political shadows.

The rules for questions were similar to last year. There was a two-minute limit on questions, and only a single topic was allowed. Again, shareholders were not allowed to hold the microphone. An assistant always held the microphone, ready to grab it back if a question was too long. A large screen counted down the time limit. People had to get a number before the meeting to be able to ask a question.

Again, the all time anal retentive rule was thrown in: "Matters of individual concern to an attendee and not of general concern to all attendees are not appropriate for discussion."

Evidently, this covers any question that Duke does not want to hear.

CEO Lynn Good answered questions. As expected, she was as smooth as silk. She knew the matter of Dan River would come up, so she said up-front that she was going to talk about it. She mentioned that one-half of Duke's coal plants have already been retired.

• Question 1 addressed the effects of coal and natural gas on climate change.

• Number 2 expressed concern about the negative effects of environmental squabbles on dividends and credit ratings. He wanted to see Duke and environmental groups work together rather than fight.

• Number 3 read the faith community letter on coal ash.

• Number 4 was a river keeper. He mentioned Duke illegally and secretly pumping coal ash into the river. He said giving big bonuses to executives appears to reward them for polluting the rivers.

• Number 5 was another river keeper. He wants the coal plant in Asheville closed. He questioned Duke's commitment to clean energy.

• Number 6 complained about the illegitimate rule-of-order of voting first and asking questions afterward. He accused Duke of trying to kill solar. He said Duke's only interest in solar was in its PR value.

• Number 7 complained that the Roanoke River clean up is going much too slow.

• Number 8 from Common Cause, spoke of political donations and quid pro quo. He wants political donation transparency.

• Number 9 wanted the Asheville coal plant closed.

• Number 10 was concerned about climate change and wanted to move away for nuclear and fossil fuels.

• Number 11, Donna Lisenby, former river keeper, invited Ms. Good to go on a canoe trip to inspect the rivers.

• Number 12 asked if so much coal ash risk was taken because any cost would just be passed on to customers. There is no incentive to lower costs.

• Number 13 was anti coal and mountain top removal mining.

• Number 14 said that she was giving Ms. Good a break and did not want an answer. She only wanted to make comments. She is not buying Duke's PR of "we" this and "we" that. There is a big difference between the "we" who gets million dollar bonuses and the "we" barely getting by.

  Ms. Good said that she wanted to respond. She said that she was not born into wealth. She is concerned about those who can barely pay their electric bill. She encouraged those with financial difficulties to check into Duke's assistance programs.

• Number 15 was anti coal and wants more renewable energy.

• Number 16 was concerned about environmental risks.

As happened last year, further questions were cut off. There were people who had been assigned a number to ask a question, but never got the chance. Will Duke shareholder meetings become like Black Friday sales? Will people have to camp out overnight just to get a low number to ask a question?

It is becoming an annual tradition for protestors to converge upon Duke Shareholder Meetings. May 2, 2013 was no exception. Protestors, armed with leaflets and signs, were gathered outside before the meeting began. When the meeting adjourned, a little over two hours later, the crowd of protestors had not diminished.

NC WARN and Greenpeace had announced that they would be protesting. These and other groups were also represented inside the meeting. NC WARN passed out literature opposing the Duke rate hikes.

The new Duke Energy logo was projected on a screen during the meeting, and to make sure that no one overlooked it, Jim Rogers made reference to it. Evidently, someone is very proud of the new logo. But no one has figured out why. Duke employees poured out much venom when the logo was first shown to them. Duke's touchy-feely employee comment section on its portal was an attempt to exploit the social media craze. It was undoubtedly envisioned as environment for company sycophants to ply their trade. Just imagine the executive's chagrin when it was used to blast the new, much touted, logo! The new logo is about the least important thing in the world to the Employee Advocate. But, for the record, it does look like a rotten banana, standing on its end, while rotating a Hula-Hoop around its hips (if a banana can have hips). The whole evolution could inspire a new Duke affirmation: "We generate logos."

Last year, 27 shareholders had questions or comments. There probably would have been more this year, except Jim Rogers closed the meeting before everyone had a chance to speak. The Employee Advocate has attended these meetings since 2000, and this is the first time that some shareholders have been denied the opportunity to ask a question.

Each year there are always different rules about asking questions. And, each year, they are always ignored. Jim Rogers said the rules failed last year, but he was going to enforce them this year.

This year there was a two minute time limit on questions. And, they could only reference a single topic.

Here is our favorite question rule: "Matters of individual concern to an attendee and not of general concern to all attendees are not appropriate for discussion."

Just how is one supposed to know if anyone else is interested in the question or not? Should the shareholder poll everyone before the meeting to find out if they are interested? If questions must be of general concern to all attendees, if one person in the room is not interested in it, the question could not be asked!

Once again, Duke strained at gnats and swallowed elephants; the rules were completely ignored as usual. The one difference was that there were no microphones on stands. A staff member had to bring a microphone to the speaker, but they were not allowed to touch it. A staff member always had a grip on the microphone. Apparently, Jim Rogers did not want to get into another wrestling match over a microphone!

One shareholder kept complaining about it being awkward not being able to hold the microphone, so it was finally given to him. Silly rules beg to be obliterated!

When Jim Rogers first became CEO, he visited a Duke nuclear plant to answer employee questions. One employee was handed a microphone and he asked a number of wind generation questions. Evidently, the microphone lady felt that the employee had asked enough question and tried to take the microphone back. The employee refused to give it to her. He kept it until he had asked all the question that were on his mind. His last question was "where are you going to build these wind towers?"

Jim Rogers said "where the wind blows."

The employee replied "I think you could put about three of them in here!" With that, he shoved the microphone back.

Jim Rogers must have liked the line because he stole it. He has used it a number of times at shareholder meetings. Only he changed it to putting the wind towers in Washington. Jim Rogers got some more mileage out of the line at this year's meeting. Only this time he mentioned putting the towers in Raleigh, where there is always a lot of wind.

• It may not have been a coincidence that the very first shareholder that Jim Rogers recognized was an American Legislative Exchange Council (ALEC) toady. He feigned concern for poor ratepayers facing high power bills. He favored polluting energy sources over clean because they are cheaper.

  First, ALEC has zero concern for ratepayers, poor or otherwise. ALEC severs large corporations in getting state laws customized to their liking, according to http://www.alecexposed.org and Greenpeace. Former Duke Energy engineer and NC Representative Mike Hager introduced the ALEC approved "Electricity Freedom Act" to repeal renewable energy requirements.

  Second, polluting energy sources only appear to be cheaper in the short-term. Everyone pays the hidden price of more disease and poorer health.

• Shareholder 2 did not want any more dirty power.

  Jim Rogers reverted to blaming China for pollution, and this time he threw in India. Apparently it is okay to pollute here if someone halfway around the world is also doing it.

• Shareholder 3 wanted to know why Duke is continually wanting rate increases.

  Jim Rogers said the increases are to build new plants.

  Duke Energy is in a business where the more it spends, the more money it makes. The cost of new plants are incorporated into the rate base and rate increases are requested.

• Shareholder 4 was from Greenpeace, and as you may have suspected, wanted clean energy.

• Shareholder 5 was concerned about natural gas produced by fracking. He was concerned about the byproducts of polluted water and methane release.

  Jim Rogers said that natural gas is a bridge fuel and that newer technology may reduce some of the environmental hazards. He also mentioned job creation.

  Corporations have zero concern about creating jobs. A CEO is only concerned about one job - his job. If possible, corporations would eliminate all jobs, so that they could have all the money. Any mention of jobs is always a smoke screen.

• Shareholder 6 was retired and on a limited income. She wanted Duke to promote weatherizing apartments to reduce high energy bills. She said that ratepayers are suffering with no end in sight. She asked if 70-year old ratepayers should have to choose between skipping meals or skipping doses of medication. She said that with increased efficiency, less new power plants would be needed.

• Shareholder 7 asked if Duke was prepared for the inevitable deregulation of energy.

  Jim Rogers said that one state that Duke serves has already been deregulated. He added that deregulated states produce less returns, make no infrastructure investments and are a death spiral.

  Duke has made a 180 degree turn on energy deregulation. There was a time that Duke lusted for deregulation and the chance to gouge customers.

  Duke Energy Goes Full Circle on Deregulation

• Shareholder 8 wanted to know when there would be wind power at Duke.

• Shareholder 9 was NC WARN Executive Director Jim Warren. He said that 90 percent of Duke's wind power is not in the Carolinas. He does not like monopolies.

  Jim Rogers said that his mother did not like the picture of him that NC WARN ran in one of its ads. He said that few places in the Carolinas are suitable for wind power.

• Shareholder 10 was from Ohio and wanted Duke to come back, if it could provide reasonably priced renewable power.

  Jim Rogers said that Duke was outbid in Ohio.

• Shareholder 11 represented the Blue Ridge Environmental Defense League (BREDL). He had concerns about the ice condensers at Catawba and McGuire Nuclear Stations. He said that ice condenser plants are more vulnerable to early containment failure than other commercial pressurized water reactors in the US. He wants these reactor designs phased out and replaced by renewable energy sources.

  Jim Rogers said that renewable energy would not be able to carry the electrical load for the next 100 years. He again laid the blame on China and India, this time for constructing new nuclear plants.

  BREDL is not blowing smoke about ice condenser nuclear plants; the Nuclear Regulatory Commission (NRC) has commented on the weakness of such plants.

  Charlotte, N.C., Nuclear Plants Cause Concern

• Shareholder 12 wanted more efficiency.

• Shareholder 13 wants no more energy produced from fossil fuels. She said that Duke owns the NC governor and other NC politicians. She is calling for a ratepayer revolt. She said that her group is going to march to Washington on the six hottest days of the year to protest fossil fuels. She invited Jim Rogers and the board members to join the march.

  Jim Rogers said that he is going to keep the lights on. He said that he probably will not join the march because it will be too hot and too far.

• Shareholder 14 was Fred, who always asks that the company name be changed back to Duke Power. He thanked Jim Rogers for Duke's response to Hurricane Sandy.

• Shareholder 15 said that the public wants clean energy and that ratepayers are organizing for renewable energy.

  Jim Rogers said that he wants to build more solar generation, but the NC legislature is making it difficult.

• Shareholder 16 said that there will be no wind generation in the sounds of NC. He wants Duke to stop wasting shareholder's money on TV ads and to add the money to the dividend.

  Jim Rogers said "Oh, my God! Every time I look up there are more hands raised." He said that he had already taken a number of environmental questions and was closing the meeting.

  There was an uproar from the crowd. Some said that they had questions that had nothing to do with environmental issues. Jim Rogers agreed to take two more questions on corporate governance.

• Shareholder 17 complained about the directors receiving a one-third increase in compensation - from $150,000 to $200,000 per year. He said that income disparity is greater now than any time since the 1920's, and that this move will lead to failure. He said that the system works well for Jim Rogers and the directors - making more money than most and paying less tax than most. He said that this will not stand and that they will not continue to be secure where they live.

  The shareholder made a valid point about income disparity. Consider the person making zero dollars per year. What will be his reaction to the news that $150,000 is no longer enough compensation for some, that they will get an extra $50,000. He would be happy to ever get $150,000. Heck, he would be overjoyed to get only the $50,000 increase! Also, directors may be on several boards. $200,000 (plus perks) here and $200,000 there, and soon you are talking about real money.

  Have you noticed that for some things Duke has an endless supply of money? Other things, such as benefits promised to employees for decades, are fair game for plunder.

• The last shareholder to get an opportunity to speak wanted an independent chairman of the board.

  Jim Rogers said that things have been working quite well as they are.

Jim Rogers again promised to meet with concerned shareholders to discuss environmental issues. This maneuver got Jim Rogers off the hook at the last meeting. But shareholder who attended last year's special environmental meeting were disappointed to learn that nothing changed. But Jim Rogers only promised to discuss environmental issues. He never said that anything would change. Jim Rogers is a great listener. He is always happy to listen to anyone, friend or opponent. But listening does not mean that he will ever actually act on any suggestions.

Jim Rogers once said "I'm quite comfortable talking to folks who are suing me. If I weren't, I'd be a lonely guy." (The CEO Who Wouldn't Leave by Paul Barrett, Bloomberg Businessweek. September 24 - 30, 2012. Page 71.)

It is unknown who will be the new CEO next year. But do not be surprised to see a new rule that no environmental questions may be asked!

The written consent shareholder proposal passed! This will give shareholders more power.

All the votes will need to be tabulated to determine if the majority vote shareholder proposal passed. If a "withhold" vote is meaningless, each director will always be guaranteed to retain his position.

Duke Energy boasted that there would likely be only a few protesters at its annual shareholder meeting this year. But MSN.com reported 50 protesters outside the Duke Energy Shareholder Meeting - more than a “few.” This number is even more significant considering the unprecedented Gestapo saturation.

The city manager is pursuing an effort to stymie free speech at the Duke Energy Shareholder Meeting, Bank of America Shareholder Meeting, and the Democratic National Convention. Police cordoned off one-block around the Duke Energy building early Thursday morning. A fire engine was even staged in the street – presumably to hose down protesters.

As usual, Duke put a laundry list of restrictions on the speakers, including a two-minute time limit. Also as usual, the speakers completely ignored the restrictions. One speaker wore a Greenpeace tee shirt.

The usually unflappable Jim Rogers, showed signs of stress during the onslaught of questions by shareholders. His face turned read at least once. He reclaimed the microphone from an investor who kept asking questions. He told one that cars pollute more than coal plants and he should ride a bicycle, not a car.

27 shareholders spoke at the 5/3/12 meeting:

• Speaker 1 said that if Duke mergers with Progress, it will be like Wachovia and Bank of America after the repeal of the Glass–Steagall Act. Danger and cost will increase.

• Speaker 2 wanted more renewable energy sources.

• Speaker 3 had been diagnosed with cancer, which she blamed on her close proximity to Riverbend Steam Station’s coal ash pond. She said that 3 doctors expressed concern about her living so close to a coal ash pond.

  Jim Rogers said that he could not guarantee that coal ash represented a zero health hazard. He said that the EPA is debating future actions to take.

• Speaker 4 was the young daughter of speaker 3. She said that her school was being relocated near the very same coal ash pond. She does not want to swim in a coal dump and develop cancer as her mother did.

• Speaker 5 said that Duke’s corporate governance is similar to Wachovia and Bank of America – risk without accountability.

• Speaker 6 does not want shareholder’s money spent on politics, media, and lobbying for coal and nuclear. She also accused Duke of contributing to air pollution.

• Speaker 7 wanted more renewable energy and called on Jim Rogers to be a moral agent within the company.

• Speaker 8 said that nuclear power plants cost too much and take too long to build. She characterized time and money spent on nuclear as a lost opportunity. Duke would be poorly positioned to exploit new energy developments if encumbered with billions of dollars in outdated nuclear liability.

• Speaker 9 does not believe that water polluted with coal ash is safe. She wanted to know who in the EPA was in Jim Rogers’ pocket. She wants potassium iodine tablets distributed to everyone around nuclear plants.

• Speaker 10 said that Duke is not fast enough in eliminated nuclear and coal. She complained of the time and money required to build a nuclear plant. She also reminded Jim Rogers that the three Mile Island, Chernobyl, and Fukushima nuclear disasters really happened.

• Speaker 11 wanted off shore wind power in North Carolina.

• Speaker 12 was concerned about the terrorism target of centralized nuclear plants. He pointed out that nuclear power is not carbon free if one considers the huge amounts energy expended processing uranium.

  Jim Rogers thinks the solar will trump wind energy.

• Speaker 13 was concerned about coal ash and the poor air quality in North Carolina. She knows people who developed asthma only after moving to North Carolina.

• Speaker 14 wanted a lower power rate for small business owners, but would pay more for renewable energy.

• Speaker 15 said that coal is risky business. She said that she saw the video of Jim Rogers in a helicopter flying over a coal plant. He was quoted as saying “Oh my God! I am responsible for this?”

• Speaker 16 said that he did not appreciate Jim Rogers rushing him to make his comments. He is in favor of water conservation.

  Jim Rogers said he would contact all the speakers for a public meeting to address all of their concerns.

• Speaker 17 wanted more renewable power.

• Speaker 18 was opposed to rate hikes and called for a freeze in executive pay. He asked Jim Rogers if he would take a pay reduction to prevent rate hikes.

  The answer was “No.” Jim Rogers said that he was once a ratepayer advocate.

  At a previous meeting, Jim Rogers said that he had come a long way. That is true, but the direction is debatable.

• Speaker 19 spoke against coal and nuclear power. She informed Jim Rogers that a train loaded with coal was being blocked from reaching a Duke plant at that very moment. She said to expect more such actions.

• Speaker 20 was opposed to unaffordable nuclear power plants.

• Speaker 21 was opposed to rate hikes while so many people struggle to pay their power bills.

• Speaker 22 said that Duke does not value shareholder’s opinions. He accused Jim Rogers of wasting time showing a video and then rushing the speakers.

• Speaker 23 said Duke’s rate of change to renewable energy is too slow.

• Speaker 24 said that he was a retired doctor. He thinks coal ash contributes little to the asthma problem in North Carolina.

• Speaker 25 was Fred, who annually asks that the company name be changed back to Duke Power. As soon as Fred walked up to the microphone, Jim Rogers said “Duke Power.” And sure enough, that is what Fred wanted.

• Speaker 26 said that Duke was doing a tremendous job of going to renewable energy.

• Speaker 27 said that the current White House dweller sounds like a 1950’s Cuban dictator. He criticized Jim Rogers for helping sponsor the Democratic National Convention. He wanted to know if Jim Rogers wanted to be the energy czar.

  Jim Rogers said that he has no ambition to be the energy czar.

  A number of Duke Energy employees have said that they think that Jim Rogers wants to be the energy czar. It is hard for the Employee Advocate to visualize him taking such a huge pay cut!

The meeting ran a little over two hours.

The May 5, 2011 Duke Energy Shareholder Meeting had it all!

• There was a huge crowd of protestors outside the meeting.
• Inside, the room was filled with shareholders.
• There were shareholder proposals.
• There was a large number of speakers.
• There were calls for Jim Rogers' resignation.
• A dividend check was torn up on the meeting floor.
• And, the meeting ran into overtime.

The protestors represented several groups. Some were protesting the continued use of coal and nuclear fuel. Some were protesting Duke Energy's support of the Democratic convention in Charlotte.

Usually, all shares are voted by proxy, and no voting takes place at the meeting. This time, many people requested ballots during the meeting.

Jim Rogers' Freudian Slip

Evidently, pollution was weighing heavily on Mr. Rogers' mind. Because he said that his coughing spell was due to the high "pollution" index. He mentioned the high "pollution" index a second time, but corrected himself. He said that he meant the pollen index.

Mr. Rogers was delighted with the recent earnings report. But he realizes that profits are not generated by happy talk alone. Several times, he thanked employees for their many achievements. The video presentation introduced employees who had won company awards. A number of these employees attended the meeting and were recognized.

At a previous meeting, only one speaker had a comment to make. This year, there were 21 speakers.

Mr. Rogers has bounced the speaking time all over the place: from 5-minutes, to 3-minutes, to no time limit. This year, a 2-minute time limit was imposed. There was also a new requirement. The speakers were to disclose the number of shares owned. Evidently, this was an attempt to discredit speakers owning a small number of shares. But the shareholder owning 1 share has a much right to speak at the meeting as one owning 10-million shares.

The control games never end. But no matter, the shareholders basically ignored the restrictions anyway.

Most speakers focused on one or more of these issues: No new nukes, no new coal plants, the benefits of renewable energy, the Indiana scandal, the Democratic convention in Charlotte, and ending mountaintop removal coal mining.

The most colorful speaker was John Blair. The Employee Advocate talked to John before the meeting. He was upset by comments made under oath by Jim Rogers to the Indiana Utility Regulatory Commission.

Mr. Blair called for Jim Rogers' resignation to prevent embarrassment to the company over his testimony.

Mr. Blair is very much against constructing the Edwardsport gasified coal plant. He pulled out his last dividend check and tore it to pieces on the meeting floor.

Mr. Rogers defended his Indiana testimony as factual. He also noted that Mr. Blair must not own many shares if he tore up his dividend check. The Charlotte Business Journal later published the amount of the dividend check: 98-cents.

Mary Olson read a statement for Peter J. Wiley, great grandson of an original co-founder of Duke Power. Ms. Olson read "I will just note that it was a Hydro Company back then…Nuclear power is the single most dangerous technology on earth."

Ms. Olson read that Duke operates "four Westinghouse Ice Condenser reactors, Catawba I and II, McGuire I and II that are even more susceptible to hydrogen buildup and explosion than the Mark I design, three of which exploded at Fukushima in March…Peter then talks extensively about safety culture, and comparison and contrast US corporate safety culture to European union situation where there are much stronger labor unions that are actually represented on corporate boards of directors…"

In 2000, Mr. Wiley came from New York to personally attend the shareholder meeting. He spoke of the dangers of mixed oxide nuclear fuel (MOX). Since that time, MOX fuel has been a roller coaster ride.

Meeting of Duke Energy Shareholders 2000

One speaker noted that no one knows how much it will cost to decommission a nuclear plant.

Mickey McCoy gave a personal account of the carnage caused by mountaintop removal coal mining in Kentucky. He said "the Central Appalachians have one of the highest cancer death rates of all types of cancer per capita than anywhere in this nation."

Mr. McCoy asked "will Duke Energy continue to be an accomplice to the genocide that is taking place in my world?"

After probing questions and many unfavorable comments from 20 shareholders, Jim Rogers braced himself to be blasted by the last speaker. The last speaker said that he had only one comment. He said that Jim Rogers did a good job of conducting the meetings.

Mr. Rogers seem taken aback and asked if the speaker wasn't the one who asks every year for the name "Duke Energy" to be changed back to "Duke Power."

Since Mr. Rogers gave him an opening, the speaker said that he was, and that he still wants the name changed back to "Duke Power."

The Employee Advocate totally agrees that Mr. Rogers does a statesmanlike job of conducting the meetings. He never gives up anything, but always tries to make everyone feel like he is on their side.

The meeting lasted 2 hours and 38 minutes.

Coal protestors have greeted Duke Energy shareholders at the last two meetings. On May 6, 2010, Cap and Trade protestors were lined up outside of the shareholder meeting.

Shareholders were once again given specific instructions on where to go if disaster should strike during the meeting. Some of Duke Energy's shareholder meetings have been pretty bad, but so far, none have been classified as a disaster. If people can find their way into the building, they can find their way out. And once outside, they are going to go anywhere they want to go.

The safety instructions were a good warm up for the many legal disclaimers that followed. After that was a 4-minute electricity sustainability video, produced by Senior Vice President and Chief Sustainability Officer Roberta Bowman. Everyone will agree on the benefits of sustainable electric power. But, expect much discussion and disagreement about the best way to achieve sustainability.

Jim Rogers talked much about electricity efficiency. He said all of the right things.

Jim Rogers has been all over the board on speaker restrictions. In 2006, the time limit was reduced from 5 minutes to 3 minutes. In 2007, the time limit was removed. In 2009, the time limit was back, along with even more restrictions on speakers. There were no restrictions on speakers this year.

One regular at the meeting again asked for the company name to be changed back to Duke Power.

In addition to the protestors outside, there were speakers against Cap and Trade inside the meeting.

An opponent of Cap and Trade asked Jim Rogers if he really trusted that crowd in Washington. Mr. Rogers looked shocked and was temporarily at a loss for words. The speaker took that opportunity to end his questions. One could read Mr. Rogers' thoughts on his face (Heck no, I do not trust that crowd in Washington!)

But Jim Rogers has early on stated that he wanted to influence legislation. And, he has put Duke's money up, to the tune of millions of lobbying dollars.

The meeting lasted 1 hour and 23 minutes.

Coal protesters were again outside the shareholder meeting on May 7. There numbers were greater than last year and they were more vocal. The shuttle van pulled onto the sidewalk in an attempt to keep the protesters from talking to the shareholders. Again, security was wall to wall.

The room was not packed, but there was a good crowd. The spirited protest was taking place outside, but everything was calm inside. Jim Rogers even remarked that he had never seen such a large crowd so silent. Jim Rogers talked about the pending carbon emissions legislation, said that nuclear energy is emissions free, and once again pointed to China as a heavy polluter.

The time limit on questions was lifted at the 2007 and 2008 meetings. The time limit was back this year, with even more restrictions than ever:

• There was a three minute limit on questions.

• The question could cover only one subject.

• “Matters of individual concern to an attendee and not of general concern to all attendees are not appropriate for discussion.”

The last restriction could be used to squelch almost any question. Since all questions had to be of general concern to ALL attendees, if one person in the room is not interested, then the question could not be asked. Was Duke going to conduct a poll before each question to see if all present were interested in it?

Who was to decide if a question was of general interest? Well, Jim Rogers. The translation is: “We reserve the right to not answer any questions.”

As it turns out, all the draconian restrictions were completely ignored. No time limit was called on any question. Shareholders asked as many questions as they wanted on as many subjects and they wanted. And no questions were thrown out.

Nine shareholders had questions or comments. The first to speak was Jim Warren, executive director of the environmental and climate change non-profit N-C Warn. He wanted Cliffside canceled and more clean energy. As you might suspect, neither Jim Warren nor Jim Rogers converted the other to his way of thinking.

Jim Rogers was asked about the recent statement by Jon Wellinghoff, Chairman of the Federal Energy Regulatory Commission, that no new nuclear or coal plants may ever be needed in the United States and that renewables like wind, solar and biomass will provide enough energy to meet baseload capacity and future energy demands.

Mr. Rogers replied that he was not gong to say anything negative about the FERC chairman’s statement. He went on to say that he was not going to say anything negative about ANY chairman’s statement. He explained that he may have been born yesterday, but he was not born last night. But after he was asked about the statement by other shareholders, he said that Jon Wellinghoff was wrong.

One shareholder noted that mountaintop removal coal mining was legal. He then asked Jim Rogers if he though that it was moral.

Jim Rogers answered that he did not think that mountaintop removal coal mining was sustainable.

The shareholder pressed for a yes or no answer to the question: “Is it moral?”

Jim Rogers declined to answer the question. Last year, he said that he was opposed to mountaintop removal mining, but could not promise a moratorium on it.

Most of the speakers were against the use of coal and wanted more clean energy. One pointed out that nuclear energy is not emissions free, when fuel processing is considered. One pointed out that comparing Duke to China resolves nothing. One wanted the dividend cut, but Jim Rogers was adamant that the dividend is not going to be cut.

There is usually one shareholder to provide comic relief. Last year, one guy said that he likes carbon and likes to play with mercury. This year, he said that if one does not like carbon, that they should just quit breathing.

The meeting lasted an hour and thirty-five minutes.

The Employee Advocate was tipped off that people at the May 8 meeting were protesting the proposed Cliffside Coal Plant construction. Sure enough, dozens of protesters were outside the shareholder meeting, carrying anti-Cliffside signs and passing out literature.

There was a huge crowd at the meeting. When a lady was spotted entering the meeting with a backpack, it was a good clue that anti-coal protesters were also inside the meeting.

The first order of business is always to subject the shareholders to the boredom of verbal “fine print.” Duke Energy wants to ensure that it is not actually held accountable for anything that may be said in the meeting by issuing endless disclaimers. A summary of the disclaimer high points is as follows: Blah, blah, blah, blah, blah, blah, blah, blah.

Shareholders still awake after the disclaimer assault we able to hear Jim Rogers speak. Usually everyone has voted by proxy prior to the meeting. But this time a number of shareholders asked for ballots and voted on the spot.

Jim Rogers said that 2007 was a good year, and he thanked employees for their efforts.

He spoke of the paradox of preaching the reduction of carbon dioxide emissions, while building two new coal-fired power plants. He blamed China for everything. It was explained that China would build the equivalent of 1,000 Cliffside plants in the future, so one more plant in North Carolina would not matter that much.

The problem with that explanation is that one coal plant in North Carolina will probably pollute the local air more than all the plants in China. Stopping pollution worldwide is a worthy idea, but one must start with what one can control, and that is not China.

Jim Rogers noted that he was having a hard time talking and breathing, due to allergies. Could North Carolina’s polluted air be contributing to his breathing problem?

Usually few questions are asked at Duke shareholder meetings. In at least one meeting, zero questions were asked. This time, the Employee Advocate counted 15 shareholders with questions or comments! Meetings often last about an hour. This one ran almost two hours. Most of the shareholders speaking were opposed to new coal and/or nuclear plants. A few supported burning coal, and one even said that he liked carbon dioxide and mercury.

With a packed house, anti-coal protesters on the sidewalk, protesters in the meeting, and security wall to wall, one might have expected pandemonium. It could have been a recipe for bloodshed, arrests, stun-guns, and pepper spray. Actually the meeting was very civil, almost congenial. There were no reports of any arrests. Only one voice was raised, when a man shouted for a lady asking questions to sit down. But, hey, there will always be at least one jerk in any crowd.

Some of the environmentalists thanked Jim Rogers for his green efforts and asked for more. Some offered to work with him to promote renewable energy. Jim Rogers, in turn, asked the environmentalists for their help in promoting Duke’s conservation efforts.

Jim Rogers said that he would lateral any hard questions to his subordinates. But he answered all question, in detail, without any assistance.

Here is an overview of each shareholder’s comments:

• NASA’s Dr. James Hansen says do not build Cliffside.

• Cain’t eat the fish in the Catawba River because of mercury contamination.

• Don’t get caught up in the anti-global warming movement.

• No new coal or nuclear plants. Thanked Jim Rogers for having an open mind.

• There is a glut of electric capacity now. Duke wants to build plants to sell power to other utilities.

• Concerned about the liability exposure of pursuing coal and nuclear. Duke will be sued if it pursues Cliffside.

• Offered to work with Duke to promote renewable energy. Concerned about the risk of Cliffside.

• Opposed to coal. Wants a moratorium on nuclear construction. Wants mountaintop removal mining abolished.

• Had a laundry list of issues. Wants name changed back to Duke Power to promote trust. Wants red and green traffic lamps replaced with LED’s. He was willing to leave the amber lamps in place, since they do not burn as much.

• Wants number of shares reduced and the dividend reduced. Likes CO2 and likes to play with mercury. Said those concerned about pollution should plant a tree in their yard.

• Does not own stock in China coal plants - opposed to coal plants here.

• Massive wind and solar use by Duke would lower the price and encourage China to follow suit.

• Likes coal.

• Concerned about water usage of nuclear plants.

• Concerned about smog.

• He expects Duke’s lawyers to be fully employed.

• The government failed utilities on Yucca Mountain.

• He is opposed to mountaintop removal mining, but cannot promise a moratorium on it.

• He does not want to run from the issues.

• Cliffside is a transition plant. Older plants will be decommissioned.

• He will meet with Dr. James Hansen.

Jim Rogers said that what he likes about his job is the opportunity to transform people’s lives through the production of electricity. Duke Energy is certainly noted for transforming people’s lives, but it is not always a positive transformation. The lives of thousands of employees were negatively transformed when the pension was converted to a cash balance plan. Newsletter subscribers were informed of the upcoming pension mediation hearing.

The May 10 meeting of shareholders did not fill the auditorium to capacity, but it ran smoothly.

Chairman and CEO Jim Rogers said that he loves his job, transforming the lives of millions of people.

It’s good that he loves his work. The Employee Advocate does not contest his power to transform the lives of millions of people, but suggests that he ensure that this transformation is always in the positive direction.

Last year, Jim Rogers put a restrictive three minute time limit on the length of questions. He redeemed himself this year by putting no restrictions on the length of questions.

The toughest question asked was about decommissioning nuclear power plants. With the spent fuel issue unresolved after all these years, what will the company do with the decommissioned plant components? The question received no specific answer, other than relying on future developments.

A shareholder suggested that the name “Duke Energy” be changed back to “Duke Power.” He correctly pointed out that many problems faced by the company did not start until the name was changed to “Duke Energy.” Many people never use “Duke Energy” anyway. The company has always been “Duke Power” to them and that’s the name that they are going to use.

The Duke Energy Name Game

Changing the name back to “Duke Power” would symbolize a return to the days of making profits from generating power, not day trading and Enron-inspired market ploys.

Jim Rogers said that he would rather spend the money paying dividends than changing the name back. Jim Rogers has a valid point. Everything has a cost, even changing the name of the company. The list of things that would need to be replaced is endless. The task is so daunting that not everything has been changed from “Duke Power” to “Duke Energy,” even ten years after the first name change!

The smartest move would have been to left the name alone to start with. But there was a former Duke CEO who was embarrassed to be associated with power production. He wanted a name more…more…more…Enronish.

Along with not changing the name, Duke would have been better off not buying PanEnergy, not following Enron into energy trading, and not buying plants worldwide.

The shareholder is correct. The name change to “Duke Energy” symbolized the greediness of the new company. Employees felt the shift to greed with the cash balance plan conversion and missing pension benefits

Paul Anderson reversed the suicidal path the company was on in record time. Jim Rogers continues with the work that Paul Anderson started. He said that he wants to continue to lower risk and to raise the dividend. That is exactly the opposite approach from the death spiral days, which means it is exactly the right approach.

To change the name back to “Duke Power” and leave the injustice of the cash balance plan would be an exercise in hypocrisy! Changing the name back would be saying that everything is now fixed. Everything is back as it was. No more day trading, no more book-cooking, no more round trip trading. Don’t forget about the employee’s missing pensions; the employees have not forgotten about them!

The regular meeting of Duke Energy shareholders was held on October 24, 2006. Board Chairman Paul Anderson and new CEO Jim Rogers were both present. The silly “safety briefing” was toned down from past years. It was not even called a safety briefing this time. The shareholders were only given instructions to be followed in the event of an emergency (how to evacuate). Most would view brief evacuation instructions as reasonable albeit useless. In the event of a true emergency, the shareholders would scramble out of the building like a herd of wild pigs. Anyone getting in the way of the escapees, to give instructions, would be trampled by the departing horde.

In January, Paul Anderson will become the chairman of the board of the spun off gas company. Fred Fowler will become the president and CEO of the gas company. The Employee Advocate had high expectations of Paul Anderson when he came back to Duke Energy. He has exceeded those expectations. Mr. Anderson said that he was brought back to “get the ox out of the ditch.” He extricated the ox by reversing almost all of the inane decisions made by his predecessors. The one major blooper remaining is the confiscation of employee benefits. The loss of pension benefits, due to a cash balance plan conversion, is now before a federal court.

Mr. Anderson is not a power production neophyte, but he knows even more about the gas business. His move to the, now separated, gas company is a wise one. Fred Fowler also came from the gas industry, so his move will benefit all. It is suggested that Mr. Fowler stick to business issues and not make wild proclamations of zero deaths, injuries, and sickness, as he did at Duke Energy.

Fast Freddie Fowler Flounders

Paul Anderson would never leave Duke Energy in unqualified hands. The track record of new CEO Jim Rogers speaks for itself. At Cinergy, Mr. Rogers avoided the backlash and litigation that would have resulted from forcing employees into a cash balance plan. Existing Cinergy employees were given a choice of staying in their promised retirement plan or choosing the watered down cash balance plan. The former Duke Energy management had no such foresight.

Paul Anderson and Jim Rogers are now left holding the putrid pension bag created by others. There was no easy action that they could have taken to correct it. Any insurance to cover unsuccessful pension litigation would preclude just giving the pension money back to its rightful owners. The insurance would demand a “vigorous defense” of the pension conversion, no matter how untenable it was.

Paul Anderson spoke of driving forces behind the Duke/PanEnergy merger, which occurred nearly a decade ago. Management types were absolutely giddy over the prospect of energy deregulation. Gas-fired generating plants made owning a gas company seem like a “competitive advantage.” A competitive advantage would be achieved by mutually owned companies giving each other sweetheart deals. But the government cracked down on such ploys. The crackdown was a direct result of the criminal conduct of Enron. And who was trying hard to be another Enron? It was Duke Energy.

The federal crackdown on corporate hanky panky was not an accidental occurrence. It came about as a direct result of energy trading, merchant energy, market manipulation, and etc. The Duke Energy cash balance pension conversion was right in the mist of all the other sordid activities. Correcting all mistakes but one is like changing clothes each day, but wearing the same underwear for ten years. It tends to stink!

Mr. Anderson made one mistake in his presentation. He said that Duke Energy emerged with its reputation intact. That is not the case. Duke Energy faced an enormous amount of lawsuits and paid millions of dollars in fines. Ask any employee who lost pension benefits in the energy trading crapshoot what he thinks of Duke Energy. The company definitely did NOT emerge unscathed.

The Duke/Cinergy merger and gas company spinoff effectively reverses the Duke/PanEnergy merger.

The time limit for asking questions was reduced to three minutes from the customary five minutes. This reduction in time was made even though there were zero questions asked at the last meeting. There was one comment last time, but no questions.

The room was not full, but there were a number of questions asked at this meeting. Jim Rogers mentioned that one problem with nuclear power was waste storage. He said that we have Yucca Mountain, but it has not been approved for use.

There are a number of valid reasons why Yucca Mountain has not been approved. Namely, it was a very poor idea to begin with. It may have sounded like a good idea decades ago. But today, Yucca Mountain is known to have a host of problems – show stopper problems. Yucca Mountain was not originally pushed through Congress because of a concern for nuclear safety. Yucca Mountain was pushed through Congress because of an overwhelming concern and lust for money!

Yucca Nuclear Dump is a Sham

It was not mentioned that Duke Energy wants its customers to pay nuclear licensing costs upfront. They would be stuck with hundreds of millions of dollars in cost, even if the reactors are never built. More on this later.

Mr. Rogers paid tribute to his Duke Energy predecessors in the ‘40’s, ‘50’s, ‘60’s, and ‘70’s. It is noteworthy that he did not mention the 1990’s. That was the period that Duke Energy began its downward slide.

A question was asked about the long-term performance incentive having no penalty for poor performance. Mr. Anderson said that there is a short-term penalty of five percent if the company has a fatality. He mentioned other penalties for operations managers.

Apparently upper level executive can reap huge bonuses, but only risk five percent. And, the five percent penalty is not for poor financial performance, but for fatalities. There is one five percent penalty for one or one-hundred deaths per year.

Paul Anderson mentioned that some investors said that owning a real estate company did not make sense. He would tell them that it might not make sense, but it made money. That it did. Crescent originally bought farmland, well, dirt cheap. Later this farmland was developed and sold for megabucks as lakefront property. It was hard not to make money. The trick was to buy the land before there was a lake.

Concerns have been raised about over development around nuclear plants.

Project Poses Threat to Area

As expected, all directors were approved, the long-term incentive plan was approved and Deloitte and Touche was approved as auditor.

The meeting lasted 53 minutes.

A good crowd was on hand for the 2006 special shareholder meeting, on March 10. Paul Anderson did a good job of conducting the meeting and most of his statements were straightforward. The part about the merger being good for employees could not be swallowed.

The meeting started with the usual silliness – the safety briefing. Duke Energy employees have performed every dangerous job imaginable from restoring power in storms to erecting steel. Now it has come to requiring a safety briefing to sit in a padded chair on a carpeted floor! The biggest danger from sitting in an auditorium is the chance of one’s head exploding from being subjected to the safety briefing!

Next, executive legal safety was covered by reading the “safe harbor” statement. It is a warning not to put too much stock in what the executives may tell you. What the executives tell you may or may not be exactly true. Employees have known this for years!

Naturally, Paul Anderson was building up just how great the merger would be for everyone. He even said the bigger company would provide more opportunities for employees. That’s not the way it worked the last time the company became bigger. The bigger Duke Energy only meant bigger bonuses for executives. The bigger company meant smaller pensions, holidays, and health benefits for employees. 90 percent of employees’ complaints can be traced back to preparations made for the merger with PanEnergy. Employees cannot stand anymore of these opportunities.

Former Cinergy employees will now get loaded up with these “opportunities.” They will get opportunities to become unemployed, to get outsourced, to get less benefits, and to see various union busting tactics up really close.

Cinergy Union Workers Ready to Strike

Mr. Anderson projected a $650 million savings from the merger, over the first five years. That is an interesting figure. That amount of money could be enough to make all Duke Energy employees whole from the devastating cash balance pension losses. The cash balance plan was implemented the same year as the merge with PanEnergy.

With all the talk of the money to be saved, a shareholder wanted to know about all the DENA losses and why money was paid to Barclays Bank. Mr. Anderson said the money paid represented the difference in the value of DENA from acquisition to now. He conceded that Duke got into a bad business and is now trying to get out of it.

DENA was supposed to generate fabulous profits by trading energy, just like Enron. But Enron’s profits were proven to be phony. DENA has been losing massive amounts of money every since. Of all the companies in the world, Enron is the one that Rick Priory chose to envy.

As for paying a 13 percent premium for Cinergy, Mr. Anderson said that Cinergy has performed better than Duke Energy.

The reasons for Duke Energy’s lackluster performance all go back to 1997. Everything bad can be traced to 1997. It was the year of the cash balance pension conversion, the merger with PanEnergy, and Rick Priory as chairman. Chasing Enron led to risky maneuvers, which led to lawsuits by the dozens.

Mr. Anderson said that the merger would add 3600 megawatts of gas generation to Cinergy’s coal fired plants.

The plants will also be included in Cinergy’s rate base. Then the plants will make money whether they make electricity or not.

Of the 1500 employees to get the axe, 800 volunteered for the layoff, and 350 job will go with DENA. So, some employees may still get an offer that they cannot refuse.

A shareholder was concerned about the knowledge lost when employees are laid off. The loss of expertise has been a problem that management has ignored for years. Duke Energy has been getting by with poor documentation for years, because employees knew what to do anyway. More reportable events are occurring, because less experienced people are having difficulty in interpreting the sketchy instructions. This problem will only get worse.

In the middle of the meeting, a portable jukebox went off. It was actually a cell phone with a musical ring tone. The man with phone was feeling around for the phone, but could not find it. Meanwhile, it continued to blast away. He finally left the meeting to find the phone and turn it off.

The company is finally wising up, and all of its businesses except two are going to be called Duke Energy. This website was way ahead of Duke Energy on this. It was never called the “Duke Power Employee Advocate.” It has always been called the Duke Energy Employee Advocate – representing ALL Duke Energy employees.

As expected, the merger was approved by 95 percent. Cinergy shareholders approved the merger by 96 percent.

This meeting had only one item of business – the merger. But it lasted longer and more questions were asked than during the last regular meeting. Unlike the last meeting, many questions were asked. In the 2005 meeting, there was only one comment and zero questions asked. The merger meeting lasted 50 minuets. The 2005 meeting lasted only 40 minuets.

The N.C. or the Indiana Utility Commission can still shoot down the merger.

The Cinergy shareholders were greeted by about 150 members of International Brotherhood of Electrical Workers Local 1347, according to the Cincinnati Enquirer. They were conducting informational picketing. They are not too happy about the benefits and job squeeze that Duke Energy is already promoting.

Kenny Gross, Local 1347 president, said "These two companies have made record profits and they want to get rid of benefits and replace us with non-union contract workers."

Well, Duke Energy has over a century of union busting experience. If the unions do not stand strong against Duke Energy, they will be rendered irrelevant.

Duke Energy Squeezes ALL Cinergy Employees

The meeting was held on May 12, 2005, in Charlotte, North Carolina. The shuttle driver to the shareholders meeting predicted it would be exciting because of the many recent events. It sounded like a safe prediction, but it did not pan out.

The meeting may have broken records, but only because of its brevity. The meeting only lasted 40 minutes!

The meeting could not be opened without a “safety briefing”!

Vital information was given, such as, “Be sure to look around as you move about, to be sure there are no obstacles such as handbags or other such items in your way.”

There are some klutzy people in the world, but who cannot sit in an auditorium without getting hurt? Duke Energy has plenty of jobs that present real danger to employees. Executives cannot pick out all the danger in these jobs, even if they wanted to. So, they are content to settle for another dog and pony show – safety briefings in auditoriums!

People have surely been killed on Duke Energy property. But these people died while doing dangerous work, not sitting in padded chairs in an auditorium! There are plants that are unsafe to walk through, but management intends to stop accidents, sickness, and death by giving safety briefings in auditoriums.

Can't Sleep for Worrying About Safety

The next topic covered legal safety for senior executives; it was the recital of the “Safe Harbor Statement.” The Safe Harbor Statement is the equivalent to the “Not Responsible for Accidents” sign at an amusement park. The things that the executives say will happen may not actually happen. The Safe Harbor Statement can be summed up as: “No Matter What We Say, Don’t Sue Us.”

Chairman and CEO Paul Anderson used good judgement in not showing a horn-tooting video. When all the executives are on hand, who wants to waste time watching a propaganda video?

It is no surprise that last year Duke Energy opposed the shareholder proposal that all directors be elected each year. As a general rule, corporations will oppose all shareholder proposals. Executives do not want shareholders making any suggestions. They only want shareholders to fork over the money and keep quiet.

The staggered election of directors allows the good ole boys to remain in control, no matter how poorly they perform. Staggered elections make it impossible to clean house.

Submitting shareholder proposals can be an exercise in futility. There are hoops to jump through and the corporation will likely try to get the SEC to throw the proposal out. Proposals that do make it to a vote have a high mortality rate. Some that do not pass, manage to get enough votes to come back for a vote the next years. Some proposals hang on for years, only to be ultimately defeated. The interesting part is, even if a proposal passes, the directors are free to ignore it!

Last year, the shareholder proposal to elect all directors each year passed, with 63 percent of the vote! The proposal passed and Mr. Anderson said: “We will abide by the will of the shareholders.”

But with shareholder proposals, nothing ever happens fast. One-year had passed since the proposal passed. What do you think happened this year? The shareholders had to vote to amend the articles of incorporation to allow the proposal to become effective.

The vote was in favor of declassifying the board of directors, which will put everyone up for election annually. All directors will resign at the next shareholders meeting and be up for reelection. Even with everything going perfectly for the proposal, two more years were required to see the end results. The proposal won in 2004. The articles amendment won in 2005. The actual change will not occur until 2006.

An advantage of attending the meeting in person is the opportunity to get a better feel for what is really happening, that transcripts can never provide. Plus, one always has the option of setting the record straight if the executives get too far removed from reality.

Paul Anderson appeared relaxed and confident, as he spoke of the dividend increase. This was good news. It moves the company further away from the day trader mentality of the past decade. In only a year and a half, Paul Anderson has purged the company of most of the get rich quick boondoggles of the past regime. And, he did it without the lunacy of promising shareholders specific rates of earnings growth, as his predecessor did.

Mr. Anderson noted the reputation of Duke Energy is improving on Wall Street. Unfortunately, there has been zero improvement from an employee prospective. The name “Duke Energy” continues to be tainted. The old “Duke Power” represented integrity and delivering on promises. To employees, the name “Duke Energy” only represents weaseling out of paying benefits, earned over many years. The name “Duke Energy” represents all that is bad in the company.

Mr. Anderson mentioned the ill famed “Zero Injury and Illness Culture.” Why is it ill famed? It is a delusion. It is a deception. It is a denial of reality. Making unrealistic safety projections is no better than making fanciful earnings predictions. By making unrealistic safety predictions, he has ensured his failure. COO Fred Fowler has previously went as far as to predict no injuries, no sickness, and no deaths on the job. Throwing in the weasel word “culture” does not exempt the pipe dream from failure.

Paul Anderson started out with a believable plea for safety. Then he shot himself in the foot with untruthful corporate rhetoric. Fred Fowler divorced reality by lecturing other companies to “admit mistakes, and learn from them.” This is an area that he has failed to master.

Fred Fowler Lectures Others

Mr. Anderson said the profits from the merger with Cinergy will be shared between the shareholders and customers. There was no mention of employee lost benefits. There is never any mention of employee benefits that were taken by unethical, if not illegal, means. Workers have these losses as a reminder of Duke Energy’s Enron envy.

Separating the gas and electric businesses after the merger was mentioned. That would be step it the right direction. Anything that gets the company back toward pre Duke Energy can only be an improvement. To many, Duke Energy will always be synonymous with Enron. It will forever be tainted with greed, unethical behavior, and seeking to profit at the expense of employees.

When Paul Anderson asked for questions, there was silence. When a chairman asks for questions at a shareholders meeting, it can be like diving into a pool of sharks. He seemed astonished that no one had any questions.

Finally one person had a comment. He thanked Duke Energy for the dividend reinvestment program. That was it – no questions and only one comment.

Last year, Mr. Anderson cut off the questions abruptly when questions about MOX fuel were asked. The plutonium reactor fuel will actually be used in about 30 days and there were no questions. Any way you slice it, that was a vote of confidence in Paul Anderson’s performance.

Of course Deloitte & Touche will remain as auditor.

Deloitte & Touche Settling with the SEC