www.DukeEmployees.com - Duke Energy Employee Advocate
Duke Energy Shareholder Meetings - Page 2
Duke Energy 2013 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com - May 3, 2013
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.
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 2012 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com - May 4, 2012
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:
The meeting ran a little over two hours.
Duke Energy 2011 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com - May 9, 2011
The May 5, 2011 Duke Energy Shareholder Meeting had it all!
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.
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.
Duke Energy 2010 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com - May 11, 2010
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.
Duke Energy 2009 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com - May 8, 2009
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:
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.
Duke Energy 2008 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com - May 9, 2008
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:
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.
Duke Energy 2007 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com – May 17, 2007
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.
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!
Duke Energy 2006 Meeting of ShareholdersEmployee Advocate - www.DukeEmployees.com – October 25, 2006
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.
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!
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.
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.
2006 Special Meeting of ShareholdersEmployee Advocate – www.DukeEmployees.com – March 13, 2006
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.
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.
2005 Duke Energy Meeting of ShareholdersEmployee Advocate - DukeEmployees.com – May 16, 2005
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.
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.
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.