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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Definitive Proxy Statement

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DUKE ENERGY CORPORATION

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Welcome to the Duke Energy

Annual Meeting

of Shareholders

March 14, 2025

Dear Fellow Shareholders:

I am pleased to invite you to Duke Energy’s Annual Meeting to be held on Thursday, May 1, 2025, at 1:00 p.m. Eastern time. We look forward to updating you on our accomplishments in 2024, focus areas for 2025, and the path forward for Duke Energy.

2024 was a year of execution. We made meaningful progress on our strategic priorities, including advancing new generation and transmission investments and building on our track record of constructive regulatory outcomes. 2024 was also largely defined by our response to a historic hurricane season. I am proud of how our teammates worked around the clock to restore 5.5 million outages as quickly and safely as possible and rebuilt large portions of our system in a matter of days.

I assume the role of CEO at a pivotal time for our Company. In 2025, our focus will be on powering today’s economy – one that is evolving thanks to the growth in United States manufacturing, expanded energy use, and advancements in technologies. Our job is to serve this demand and continue to deliver value for our stakeholders. Meeting this growth will require three things – continuing to put customers’ needs at the forefront, maintaining an “all of the above” generation strategy, and modernizing regulatory reforms and policies to drive new opportunities.

Today’s Duke Energy is in a strong and enviable position, and our strategy remains the same – to continue the modernization of our generation and transmission for a new era of growing and dynamic energy demand. We are a fully regulated company operating in growing jurisdictions with modernized regulatory constructs all of which are underpinned by our over 26,000 teammates’ unwavering focus on customers, safety, and operational excellence. We have line of sight to accelerating load growth and are investing for the future.

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 dedication contributes to our high customer satisfaction ratings and continued operational excellence. It also describes the outreach we had in 2024 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 this proxy statement, 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,

Harry K. Sideris

President and Incoming CEO

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Letter from the Board of Directors

Dear Fellow Shareholders:

As Duke Energy’s independent directors, we are honored to share how the Board is working to ensure sound governance, effective leadership, and sustained value creation for our shareholders. Thank you for the trust you place in us.

Leadership Transition and Board Oversight

One of our most critical responsibilities as independent directors is selecting the right leadership for the future of Duke Energy. Consistent with our well-established and long-term succession planning process, on January 13, 2025, we announced that we had elected Harry K. Sideris, our current President and a 29-year veteran of our Company, as President and CEO and as a member of our Board effective April 1, 2025. We also announced that Theodore F. Craver, Jr. will transition from Lead Independent Director to Independent Chair of the Board effective April 1, 2025. We are extremely grateful to Lynn J. Good, our current CEO and Chair of the Board, who will be retiring effective April 1, 2025, after successfully leading our Company for more than 11 years as our CEO. These changes reflect the Board’s ongoing focus on maintaining strong governance practices and supporting a seamless leadership transition.

Board Refreshment and Stakeholder Engagement

Board refreshment, Board diversity, and meaningful Board succession planning remain a key focus for our Board. Our current Board is a diverse, distinguished group of professionals with a wide array of experiences, skills, and qualifications. We have undertaken significant Board refreshment efforts in recent years with half of our current nominees for director 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.

Strategic Priorities and Long-Term Value

As the energy industry continues to evolve and as we project significant load growth in our service territories over the coming years, our Company remains committed to implementing our business strategy to meet the Company’s strategic priorities, including its energy transition, modernization of infrastructure, and investments in innovative technologies. At each Board meeting and during our ongoing strategy sessions, we contribute to the Company’s strategic plan by engaging senior leaders in robust discussions about business strategy, priorities, and risks and opportunities, as we look to position Duke Energy as a leader in the evolving energy landscape while delivering sustainable long-term value for our shareholders, customers, and employees.

Thank you for your continued support of our Company. We look forward to continuing our dialogue with shareholders at the 2025 Annual Meeting and throughout the year.

Sincerely,

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Meeting Date: May 1, 2025

Record Date: March 3, 2025

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/DUK2025

To participate in the Annual Meeting via live webcast atwww.virtualshareholdermeeting.com/DUK2025, 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.