Duke Energy CORP

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This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider. You should read the entire proxy statement carefully before voting. Page references and website addresses are supplied to help you find additional information in this proxy statement and elsewhere. Information provided on websites linked to this proxy statement is not incorporated by reference into this proxy statement.

Who We Are

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Voting Information

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NYSE rules state that if your shares are held through a broker, bank, or other nominee, they cannot vote on nondiscretionary matters without your instruction.

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Our Core Values and Leadership Imperatives

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Duke Energy’s purpose is to power the lives of our customers and the vitality of our communities. Alongside our purpose is our core set of values and leadership imperatives that, combined, act as our guide. Our core values are focused on safety, integrity, and service. Our leadership imperatives define our behavioral expectations and challenge us to become better. Together, our values and leadership imperatives influence how we make decisions and interact with each other, as well as with our customers and communities. Below are our leadership imperatives:

Our Strategy and Goals

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At Duke Energy, our business strategy centers on delivering reliable, affordable, and increasingly clean energy to our customers and communities where we operate, safely transforming and readying our system by investing in innovative technologies, modernizing our gas and electric infrastructure, and expanding and integrating efficiency and demand management programs. As we transition our business to cleaner sources of energy, we are focused on delivering sustainable value for our customers and shareholders by leveraging business transformation initiatives to exceed customer expectations, optimizing investments to drive attractive shareholder returns, and by providing new product offerings and solutions that deliver growth and customer value. To achieve these major milestones, we are shaping the landscape by partnering with stakeholders, championing public policy that advances innovation, and advancing regulatory models that support carbon and methane emission reductions.

Currently, our Company has committed 95% of its measurable Scope 1, 2, and 3 emissions to a net-zero goal by 2050. Our specific goals are laid out on the following page and are in line with the goals of the Paris Agreement, and our projected carbon intensity reduction for electricity generation is generally aligned with the 2°C scenario carbon intensity for electricity generation presented by the Transition Pathway Initiative. While we decarbonize our system, we remain focused on customer reliability and affordability, as well as delivering a resilient and secure energy system. Our balanced pace of change and our aspirations reflects the feedback we receive from our stakeholders.

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(1)

Scope 1 emissions are direct emissions from company-owned and controlled resources. Duke Energy’s Scope 1 emission reduction goal includes only Scope 1 CO 2 emissions from electricity generation and methane emissions from our natural gas local distribution business.

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(2)

Scope 2 emissions are indirect emissions from the generation of energy purchased from a utility provider for the company’s own use.

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(3)

Scope 3 emissions are all other indirect emissions not included in Scope 2 that are linked to a company’s operations, including upstream and downstream emissions.

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(1)

Since 2010.

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(2)

Includes utility-owned solar, purchased power agreements for renewable energy, net metering, conventional hydro, and biomass.

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(3)

From 2005 levels.

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(4)

Subject to regulatory approvals. Contemplates retiring Edwardsport coal gasifiers by 2035 or adding carbon capture utilization and storage to reduce carbon emissions.

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(5)

From 2021 levels; includes Scope 2 and certain Scope 3 emissions. Scope 3 emissions include: upstream fossil fuel procurement, production of power purchased for resale, and downstream use of sold products in our natural gas LDCs.

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(6)

Net-zero emissions by 2050 includes Scope 1 emissions from electricity generation, Scope 2 emissions, and certain Scope 3 emissions (see footnote 5).

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Our Workforce

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The energy industry is in the midst of a massive transformation, and Duke Energy needs an innovative, talented team of professionals who represent the diversity of the customers we serve as a foundation for success. An empowered, diverse workforce and inclusive workplace makes us a stronger Company and provides a competitive advantage for connecting with the ever-changing needs of our customers and communities.

Creating a great place to work

We are intentional about our actions to support our employees and attract diverse talent. We work hard to help ensure that all employees feel they have an equitable and inclusive experience by leveraging our employee resource groups, as well as diversity and inclusion councils.

Shareholder Engagement Highlights (pages 29 and 45)

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As part of our commitment to corporate governance, we have a track record of engaging with shareholders and other stakeholders year-round to discuss and respond to their feedback. In 2023, we reached out to and held meetings with

holders of approximately 40% of our outstanding shares of common stock, some of which included participation by our Independent Lead Director, Ted Craver.

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The agenda for these conversations spanned a variety of topics:

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Duke Energy actions and disclosures in response to shareholder feedback

Our Company values shareholder engagement. Examples of how our Company has incorporated shareholder feedback received in 2023 include adding disclosure regarding our Company’s Board education topics covered during 2023 and feedback received during the 2023 Board self-assessment process on page 26 of this proxy statement and updating our Principles for Corporate Governance in December 2023 to reflect our Company’s commitment to equal treatment of director nominees regardless of the source, including when evaluating a candidate recommended by a shareholder or submitted for inclusion on a universal proxy card. Our Company has also prepared numerous disclosures, which are located on our website atwww.duke-energy.com, that are provided, in part, in response to shareholder and other stakeholder feedback on areas of interest, including:

Powering the Vitality of Our Communities

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Corporate Governance Highlights (page 35)

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Executive Compensation Highlights (page 45)

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Our executive compensation program is designed to:

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We meet these objectives through the appropriate mix of compensation, including base salary, short-term incentives, and long-term incentives, consisting of performance shares and RSUs.

Key Compensation Features

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The following are key features of our executive compensation program:

Our Board Nominees (page 14)

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Our Board regularly and diligently reviews its composition to ensure that its collective membership has the skills to meet the needs of our business and reflects a diversity of perspectives and experiences. All nominees have the highest level of professional integrity. The below table is as of March 22, 2024.

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Effective April 1, 2024

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Mr. Fanandakis notified ITT Inc. he will not stand for re-election as a director at ITT Inc. when his current term expires at the company’s next annual meeting expected to be held on May 15, 2024.

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Our Board Composition*

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Diversity of Skills, Qualifications, and Experience*

Our Board exhibits a diverse range of skills and experience that collectively creates a well-rounded perspective suitable to protecting the interests of shareholders. The following table denotes the areas of expertise we value and the directors with that expertise or experience.

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Information provided for director nominees

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