Duke Energy CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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DUKE ENERGY CORPORATION

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Welcome to the Duke Energy

Annual Meeting

of Shareholders

March 22, 2024

Dear Fellow Shareholders:

I am pleased to invite you to Duke Energy’s Annual Meeting to be held on Thursday, May 9, 2024, at 1:00 p.m. Eastern time. We look forward to updating you at the Annual Meeting on our strategy and areas of focus and progress in 2023, as well as plans for the future of Duke Energy.

2023 was transformative as we created certainty, simplified our business mix, and positioned our Company for future growth while navigating a challenging macroeconomic environment.

Our employees remained focused on execution of our path to net-zero strategy, achieving significant regulatory and policy milestones. These outcomes enable us to earn timely recovery on our investments, remove barriers to new infrastructure build, and lower the cost of the energy transition for our customers.

We also continued to transform and ready our system as we prepare to enter the next phase of our strategy – an era of record grid investments and generation build in order to meet the rapid economic growth in our service territories and demand for clean energy – all while enhancing our ability to reliably and affordably serve our customers today. In 2023, our flagship grid improvement program prevented customers from having more than 1.4 million hours of lost outage time during major events, and in October 2023, we announced plans to build and operate the nation’s first system capable of producing, storing, and combusting 100% green hydrogen, which we anticipate will be completed in 2024 and will provide access to on-demand, dispatchable, and increasingly clean energy.

We also continue to find new ways to deliver value. Due to the strength of our regulated business and a disciplined approach to cost management, we delivered adjusted earnings in our 2023 earnings guidance range and continued our dividend commitment for the 97 th consecutive year, despite rising interest rates and near-record mild weather across all of our service territories.

Our path forward for our Company has a clear destination: achieve net-zero carbon emissions from electricity generation by 2050 while preserving customer reliability and affordability. Foundational to our strategy execution efforts are safety, operational excellence, and a diverse and inclusive workforce.

This proxy statement contains information about our Board’s oversight of Duke Energy’s strategy, performance, and risks, as well as our sustainable business practices and commitment to our employees, whose focus on our core values of safety, integrity, and service contribute to our high customer satisfaction ratings and continued operational excellence. It also describes the outreach we had in 2023 with you – our fellow shareholders – and how that feedback has influenced the work that we are doing at Duke Energy.

Annual Meeting Details

This year’s Annual Meeting will once again be held exclusively via live webcast. The online format has successfully expanded our ability to connect with shareholders from all over the world while still providing you the same opportunities to vote and ask questions that you would have had at an in-person meeting, including by submitting questions in writing in advance of the Annual Meeting on our pre-meeting forum atwww.proxyvote.com. An audio broadcast of the Annual Meeting will also be available by phone toll-free at 877.328.2502. Details regarding how to participate in the Annual Meeting via live webcast, as well as the items to be voted on, are described in the accompanying Notice of Annual Meeting of Shareholders, “Rules of Conduct for the Annual Meeting” on page 1 of the Proxy Summary, and in the “Frequently Asked Questions and Answers About the Annual Meeting” on page 85 of this proxy statement.

Please review this proxy statement prior to voting as it contains important information relating to the business of the Annual Meeting. Page 86 of this proxy statement contains instructions on how you can vote your shares online, by phone, or by mail. We encourage you to vote and share your feedback with us and hope you can participate in the Annual Meeting.

Thank you for your continued investment in Duke Energy.

Sincerely,

Lynn J. Good

Chair, President and CEO

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Letter from the Board of Directors

Theodore F. Craver, Jr.

Independent Lead Director

Dear Fellow Shareholders:

It is our great honor to serve as independent members of the Board with our Chair, President and CEO, Lynn Good, who has skillfully positioned Duke Energy as a leader while the utility industry navigates rapid changes. We have worked to create a board of experienced, diverse, and engaged directors who are deeply committed to sound policies and practices to ensure that Duke Energy operates responsibly and efficiently and performs effectively. In this way, we create long-term, sustainable value for shareholders. The varied perspectives of this Board allow us to actively oversee the most important issues facing Duke Energy.

Although 2023 presented unique macroeconomic challenges, the Board continued to guide our Company by engaging senior leadership during meetings and executive sessions in robust discussions about strategy, long-term risks and growth opportunities, business priorities, and performance. This engagement ensures the Board and management are aligned as the Company executes on its business strategy to maximize long-term value to shareholders.

In addition, board refreshment, diversity, and succession planning remain a key focus for our Board. The Board annually reviews its composition, skills, and needs in the context of Duke Energy’s overall strategy. As part of the Board’s overall refreshment strategy, the Corporate Governance Committee annually conducts a thorough review of the current composition of the Board and recommends a slate of directors for Board approval to be included in our Proxy Statement and presented at the Annual Meeting. As part of its annual assessment process, the Board engages a third-party advisor who collects director feedback on an anonymous basis, thereby promoting transparency, and provides analysis of all results, which is then provided to the Board and committees and discussed in executive session. Augmenting the third-party annual assessment process, the Independent Lead Director meets separately with each of our directors to discuss performance and to identify potential improvements to Board and director effectiveness. We have undertaken significant Board refreshment efforts in recent years with half of our directors having joined the Board in the last five years.

We also continued our annual shareholder engagement program during the spring and fall, having conversations during the year with shareholders holding approximately 40% of our outstanding shares of common stock, as well as other stakeholder groups. We held numerous conversations with shareholders and stakeholders outside of our shareholder engagement program, and the feedback we have gathered from these engagements has helped the Board shape our policies, practices, and disclosures.

Thank you for your continued support of our Company. We look forward to continuing our dialogue with shareholders at the 2024 Annual Meeting and throughout the year.

Sincerely,

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Meeting Date: May 9, 2024

Record Date: March 11, 2024

Only holders of record of Duke Energy common stock as of the close of business on the record date are entitled to participate in, vote, and ask questions at the Annual Meeting.

Webcast: www.virtualshareholdermeeting.com/DUK2024

To participate in the Annual Meeting via live webcast atwww.virtualshareholdermeeting.com/DUK2024, you will need the 16-digit control number, which can be found on your Notice, on your proxy card, and on the instructions that accompany your proxy materials. Those who are not shareholders as of the record date may view the Annual Meeting as guests.

The Annual Meeting will begin promptly at 1:00 p.m. Eastern time. Online check-in will begin at 12:30 p.m. Eastern time.

Audio Broadcast:

Shareholders and guests may also listen to an audio broadcast of the Annual Meeting by phone toll-free at 877.328.2502

Pre-Meeting Information:

On our pre-meeting forum atwww.proxyvote.com, shareholders of record can submit questions in writing in advance of the Annual Meeting, access copies of proxy materials, and vote. Because we will be providing our proxy materials to our shareholders electronically, most of our shareholders will receive only the Notice containing instructions on how to access the proxy materials electronically and vote online, by phone, or by mail. If you would like to request paper copies of the proxy materials, you may follow the instructions in your Notice.