Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Finan
Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans On November 30, 2011, Duke Energy Corporation (the "Company") received notice from the plan administrator of the Duke Energy Retirement Savings Plan, the Duke Energy Retirement Savings Plan for Legacy Cinergy Union Employees (Midwest), and Duke Energy Retirement Savings Plan for Legacy Cinergy Union Employees (IBEW 1393) (collectively, the "401(k) Plan") informing it that the Duke Energy Common Stock Fund under the 401(k) Plan will be closed for participant transactions from the close of business on December 30, 2011 until sometime during the week of January 1, 2012. The blackout period is required by the 401(k) Plan's recordkeeper, Fidelity Investments, in connection with a proposed 1-for-3 reverse stock split of the Company's common stock, which will occur in connection with the proposed merger of the Company and Progress Energy, Inc.
Although the date of the closing of the merger (and the related 1-for-3 reverse stock split) has not yet been finalized, the notice was sent to the Company at this time due to the advance notice requirements of the Employee Retirement Income Security Act of 1974, as amended.
On December 6, 2011, the Company provided the attached notice to its directors and executive officers informing them that, during the blackout period, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the Company's insider trading policy, they will be unable to trade in the Company's common stock (or related securities). All dates contained in the attached notice assume the closing will occur on January 1, 2012, but if the closing does not occur on that date, the attached notice will be updated to reflect the actual date of the closing of the merger and the related 1-for-3 reverse stock split. During the blackout period and for a two-year period thereafter, information about the actual beginning and ending dates of the blackout period may be obtained, without charge, by contacting Duke Energy Corporation, Attention: Corporate Secretary, 550 South Tryon St., Charlotte, NC 28202 (telephone (704) 382-2204).
The notice to directors and executive officers of the Company is included as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits.