Duke Energy CORP

For the period ended May 1, 2025. Filed Mar 14, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2025 · Filed Mar 14, 2025

DUK$127.78-1.8%Stored close · as of Nov 6, 2026

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PROXY SUMMARY

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

	Duke Energy, a Fortune 150 company headquartered in Charlotte, North Carolina, is one of the largest energy holding companies in the United States. We provide electricity to approximately 8.6 million retail electric customers in six states and natural gas distribution services to over 1.7 million customers in five states. We own approximately 55,139 MW of electric generating capacity within our regulated business in North Carolina, South Carolina, Indiana, Ohio, Kentucky, and Florida. Duke Energy is executing an ambitious strategy to meet our customers’ rapidly growing and evolving energy demands while maintaining system reliability and affordability. Duke Energy was recently named one of the “World’s Most Admired Companies” by Fortune Magazine for the eighth year in a row. More information about Duke Energy is available on our website at www.duke-energy.com.

Voting Information

	Board’s Voting Recommendation	Broker Non-Votes*	Abstentions	Votes Required for Approval
Proposal 1: Election of Directors (page 13)	FOR ALL	Do not count	Do not count	Majority of votes cast, with a resignation policy
Proposal 2: Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2025 (page 41)	FOR	Brokers have discretion to vote	Vote against	Majority of shares represented
Proposal 3: Advisory vote to approve Duke Energy’s named executive officer compensation (page 43)	FOR	Do not count	Vote against	Majority of shares represented
Proposal 4: Shareholder proposal regarding support simple majority vote (page 81)	FOR	Do not count	Vote against	Majority of shares represented
Proposal 5: Shareholder proposal regarding a net-zero audit (page 83)	AGAINST	Do not count	Vote against	Majority of shares represented

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.

	2 DUKE ENERGY 2025 PROXY STATEMENT			BUILDING A SMARTER ENERGY FUTURE®

Our Core Values and Leadership Imperatives

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

At Duke Energy, our business strategy centers on meeting rapidly growing energy needs and powering the modern economy while delivering reliable and affordable energy to our customers and communities. To meet these goals, we are safely transforming and readying our system by investing in innovative technologies, replacing aging and less efficient generating resources, modernizing our gas and electric infrastructure, and integrating efficiency, resiliency, and demand management programs. The deployment of more modern critical infrastructure will not only meet our customers’ rapidly and evolving energy demands, but also reduce emissions.

As we transition our business to meet anticipated increased long-term demand while delivering more efficient sources of energy, we are focused on creating sustainable value for our customers and shareholders by leveraging business transformation to exceed customer expectations, optimizing investments to drive attractive shareholder returns, and providing new product offerings and solutions that deliver growth and customer value. Our approach enables us to meet our customers’ need for reliable and affordable energy while also mitigating our impact on the environment. As we continue along our journey to reach net-zero carbon emissions from electric generation by 2050, and net-zero methane by 2030, our progress will not be linear. To achieve these objectives, we are partnering with stakeholders, championing public policy that advances innovation, and continuing to leverage regulatory models that support the delivery of reliable energy, timely cost recovery, and affordable customer rates. As we pursue our business strategy, one corresponding benefit we can anticipate is that we will also achieve our net-zero emissions by 2050 goal.

	BUILDING A SMARTER ENERGY FUTURE®			DUKE ENERGY 2025 PROXY STATEMENT 3

Our Workforce

The energy industry is in the midst of a massive transformation, and Duke Energy needs an innovative, talented team of professionals who mirror the customers and communities we serve as a foundation for success. An empowered, engaged 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.

		26,413 Employees				19.3% Union				23.0% Women				20.6% People of Color

Creating a great place to work

At Duke Energy, inclusive actions drive business outcomes to create an environment where everyone thrives. We are intentional in how we attract, retain, and support our employees.

	Support for Employee Well-Being			We support our employees physically, emotionally, and financially through our wellness and mental health programs and provide education, coaching, and incentives focused on improving our employees’ well-being. In addition, our employee assistance program provides support when it is needed and requested to help improve the resiliency of our employees and their families.
	Learning and Development Programs			We are committed to providing learning and skill development solutions to help employees power their potential and support business transformation. Our programs help prepare our leaders and employees to meet the future challenges of our industry. In addition, we also provide ongoing performance feedback and development opportunities as an investment in our teammates, which is the key to our success as a company.
	Fair Compensation			We are committed to providing market competitive and fair compensation by regularly reviewing employee pay. We conduct internal pay reviews and benchmarking against peer companies to ensure our pay is competitive.
	Attracting High-Caliber Talent			We continuously evaluate our practices across the hiring life cycle to attract a talented workforce to deliver on our commitment to customers. This includes building relationships with four-year colleges and universities, as well as community colleges, where we support specific programs, such as training skilled lineworkers. These programs, as well as partnerships with community and professional organizations, strengthen our pipeline of high-quality and skilled talent to build the infrastructure required to meet the current and future needs of our customers.
	Employee Engagement			Engaging in ongoing dialogue with our employees is one important way we are able to build a culture of transparency. Regular listening allows us to better understand employee perspectives, and to help guide our actions.

	4 DUKE ENERGY 2025 PROXY STATEMENT			BUILDING A SMARTER ENERGY FUTURE®

2024 Business Highlights

In 2024, we successfully continued along our path for sustainable long-term growth. We worked collaboratively with stakeholders across our service territories to advance our strategy of transforming for the future – all built on our Company values and leadership imperatives. Our business highlights in 2024 include the following:

Financial Performance

We delivered adjusted EPS within our original adjusted earnings guidance range of $5.85 to $6.10 for the year; however, our adjusted EPS was below the target established under our STI plan for the year.

2024 marked the 98 th consecutive year we continued our dividend commitment to our shareholders.

Our TSR in 2024 was 15.5% as compared to a TSR of 20.9% for the UTY.

We received approval of constructive rate case settlements at Duke Energy Carolinas in South Carolina, Duke Energy Florida, and Piedmont Natural Gas in North Carolina.

Advancing Our Energy Modernization Strategy

Regulatory commissions in South Carolina and North Carolina approved our Carolinas Resource Plan. The NCUC approved CPCNs for the new natural gas facilities at Marshall and Roxboro. These approvals allow us to advance our near-term investments while maintaining

affordability and reliability as we meet our states’ growing demand for power.

In Florida, we completed 300 MW of new solar projects in 2024, achieving our goal of 1,500 MW of solar generation in Florida by 2024.

In Indiana, we filed an IRP in November after extensive stakeholder engagement. Our preferred scenario is designed to balance reliability and customer affordability. Plans for natural gas, renewables, and battery storage add diversity to our generation resources in the state.

Operational Excellence

We responded with excellence to a historic hurricane season, assembling more than 20,000 resources from across the United States and Canada to restore power to approximately 5.5 million outages from three hurricanes across multiple jurisdictions.

J.D. Power again ranked Piedmont Natural Gas No. 1 for residential customer satisfaction among large utilities in the 2024 Gas Utility Residential Customer Satisfaction Study. Piedmont earned the top ranking for the third year in a row, topping six other utilities in the South Region.

This was the 26 th consecutive year of nuclear capacity factor exceeding 90%.

	BUILDING A SMARTER ENERGY FUTURE®			DUKE ENERGY 2025 PROXY STATEMENT 5

Shareholder Engagement Highlights

We have a long-standing history of engaging with, and responding to the feedback provided by, our shareholders and other stakeholders and value the deep relationships we have built. That feedback over time has greatly informed our compensation, stewardship, and governance programs. Given its success, we continued our shareholder outreach

program in 2024, reaching out to and engaging with holders of approximately 40% of Duke Energy’s outstanding shares of common stock. We also sought to engage with every shareholder who requested to meet with us. These discussions included members of management and, in some instances, our CEO, President, or Lead Independent Director.

The agenda for these conversations spanned a variety of topics:

Business and Strategy – Updates on our business performance and strategy, including financial results, growth targets, regulatory matters, and strategic initiatives, particularly as we are entering a period of heightened load growth, capital expenditure plan alignment, anticipated energy generation mix through 2050, and exploration of new technologies while keeping customer reliability and affordability top of mind;

Regulatory and Jurisdictional Considerations – Review of relevant regulatory updates, including how we are balancing customer affordability and reliability with decarbonization-oriented regulations and legislation;

Risk Management – How we are reviewing the long-term exposure, risk, and vulnerability to physical impacts of climate change to our assets, including increasing the resilience of our energy system for the last decade through storm hardening, smart grid technologies, capacity, and reliability projects;

Shareholder Proposals – Including the shareholder proposals to be voted on at the 2025 Annual Meeting;

Corporate Governance – Including our succession planning process, Board composition, refreshment, onboarding and education, review process, and risk oversight role of the Board;

Executive Compensation – Alignment of our executive compensation program with our strategic, financial, and operational objectives, including goals and metrics; and

Policy Impacts – Our policy priorities and engagement initiatives in support of our business strategy.

	6 DUKE ENERGY 2025 PROXY STATEMENT			BUILDING A SMARTER ENERGY FUTURE®

Duke Energy Actions and Disclosures in Response to Shareholder Feedback

Our Company values shareholder engagement. During the conversations we had in 2024, shareholders expressed appreciation for the pay for performance alignment in our compensation program, the clarity and detail in our executive compensation program disclosures, and that environmental, customer satisfaction, and safety metrics continue to be incorporated into our incentive plans. We greatly value the input shareholders provided and will continue our outreach efforts on a wide variety of topics.

In response to shareholder feedback asking for greater disclosure on how we are managing climate risk, in 2024 we published our Climate Resilience & Adaptation Study, available on our website atwww.duke-energy.com, which assesses the physical risks of a changing climate and extreme weather across our system as a follow up to our 2023 study focused on our transmission and distribution system in the Carolinas.

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, some of which include:

	• Investor materials, including quarterly earnings presentations • Annual Impact Report • 2017, 2020, and 2022 Climate Reports, which are aligned with the recommendations of the TCFD • Biannual Corporate Political Expenditures Report			• Annual Trade Associations Climate Review (included within the 2023 Impact Report) • SASB disclosures (included within the 2023 Impact Report) • EEI/AGA template disclosure • GRI disclosures (included within the 2023 Impact Report)

	BUILDING A SMARTER ENERGY FUTURE®			DUKE ENERGY 2025 PROXY STATEMENT 7

Corporate Governance Highlights (page 33)

	Independence				• Lead Independent Director* with clearly defined roles and responsibilities • Independent directors meet in independent session at each regularly scheduled Board meeting • Strict director independence standards • 13 out of 14 director nominees are independent • Board committees are 100% independent
	Shareholder Rights				• Ability for shareholders to nominate directors through proxy access • Robust year-round shareholder engagement program, including director involvement • Ability for shareholders to take action by less than unanimous written consent • Ability for shareholders to call a special shareholder meeting • Board responsive to shareholder proposals • Each share of common stock is equal to one vote
	Good Governance Practices				• Board plays major role in overseeing business strategy, risk management, succession planning, and people development • Majority voting standards for directors with mandatory resignation policy and plurality carve out for contested elections • Annual Board, committee, and director assessments • Clearly defined environmental and social initiatives and goals • Annual election of all directors • Annual shareholder advisory vote on executive compensation • Policy to prohibit all hedging and pledging of corporate securities • Policy to clawback certain compensation • Policy to prohibit insider trading • Regular Board refreshment and robust director education program, which in 2024 covered a variety of topics, including, but not limited to, approaches for executing large capital expenditure projects, the potential impacts of artificial intelligence on the energy transition, and an overview of storm restoration efforts, including a site visit to one of our control centers set-up to focus on physical security, balancing generation to load, reservoir management, and outage restoration in impacted areas • Stock ownership and retention requirements • Director overboarding policy, which provides that the maximum number of other public company boards our directors can serve on is four, without prior Board approval, and that neither the CEO nor Executive Chair, if any, may serve on any other company boards, other than nonprofit organizations, without Board approval. All directors are in compliance with this policy.

Effective April 1, 2025, our Chair and CEO roles will be separated when our current CEO and Chair of the Board, Lynn J. Good, retires, and our current Lead Independent Director, Theodore F. Craver, Jr., becomes Independent Chair of the Board.

	8 DUKE ENERGY 2025 PROXY STATEMENT			BUILDING A SMARTER ENERGY FUTURE®

Executive Compensation Highlights (page 44)

Our executive compensation program is designed to:

		1			Link Pay to Performance

		2			Attract and Retain talented executive officers and key employees

		3			Emphasize Performance-Based Compensation to motivate executives and key employees

		4			Reward Individual Performance

		5			Encourage Long-Term Commitment to Duke Energy and align the interests of executives with shareholders

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.

	COMPENSATION COMPONENTS
	Base Salary	STI	LTI
Link pay to performance
Attract and retain talented executives and key employees
Emphasize performance-based compensation to motivate executives and key employees
Reward individual performance
Encourage long-term commitment to Duke Energy and align the interests of executives with shareholders

	BUILDING A SMARTER ENERGY FUTURE®			DUKE ENERGY 2025 PROXY STATEMENT 9

Our Board Nominees (page 13)

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.

Name Independence, Age, Tenure Position	Gender Diversity	Racial or Ethnic Diversity	Other Public Boards	Audit	Compensation and People Development	Corporate Governance	Finance and Risk Management	Operations and Nuclear Oversight
Derrick Burks Independent, 68, 2022 Retired Managing Partner of Ernst & Young, LLP, Indianapolis office		X	Equity LifeStyle Properties, Inc. and Kite Realty Group Trust KRG	●			●
Annette K. Clayton Independent, 61, 2019 Retired Chairwoman and CEO, Schneider Electric North America	X		NXP Semiconductors N.V., Nordson Corporation, and OshKosh Corporation	●			●
Theodore F. Craver, Jr. Chair* Independent, 73, 2017 Retired Chairman, President and CEO, Edison International			Wells Fargo & Company		●	C
Robert M. Davis Independent, 58, 2018 Chairman and CEO, Merck & Co., Inc.			Merck & Co., Inc.			●	C
Caroline Dorsa Independent, 65, 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated	X		Biogen Inc. and Illumina, Inc.	●				●
W. Roy Dunbar Independent, 63, 2021 Retired Chairman and CEO of Network Solutions, LLC		X	Johnson Controls International, PLC, McKesson Corporation, and SiteOne Landscape Supply, Inc.		●			●
Nicholas C. Fanandakis Independent, 68, 2019 Retired Executive Vice President, DuPont de Nemours, Inc. (formerly DowDuPont, Inc.)			FTI Consulting, Inc.	C	●
John T. Herron Independent, 71, 2013 Retired President, CEO and Chief Nuclear Officer, Entergy Nuclear			None				●	C
Idalene F. Kesner Independent, 67, 2021 Dean Emerita, Indiana University Kelley School of Business	X		Berry Global Group, Inc. and Olympic Steel, Inc.			●	●
E. Marie McKee Independent, 74, 2012 Retired Senior Vice President, Corning Incorporated	X		None		C	●
Michael J. Pacilio Independent, 64, 2021 Retired Executive Vice President and COO, Exelon Generation, Exelon Corp.			None	●				●
Harry K. Sideris Executive Director, 54 President and CEO,** Duke Energy Corporation			None
Thomas E. Skains Independent, 68, 2016 Retired Chairman, President and CEO, Piedmont Natural Gas Company, Inc.			National Fuel Gas Company and Truist Financial Corporation		●	●
William E. Webster, Jr. Independent, 71, 2016 Retired Executive Vice President, Institute of Nuclear Power Operations			None			●		●

Effective April 1, 2025, Mr. Craver will transition from Lead Independent Director to Independent Chair of the Board.

Effective April 1, 2025, Mr. Sideris, our current President, will become President, CEO, and a member of the Board.

	10 DUKE ENERGY 2025 PROXY STATEMENT			BUILDING A SMARTER ENERGY FUTURE®

Our Board Composition*

Skills, Qualifications, and Experience

Our Board nominees exhibit 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 director nominees with that expertise or experience.

	BUILDING A SMARTER ENERGY FUTURE®			DUKE ENERGY 2025 PROXY STATEMENT 11

SKILLS MATRIX	Derrick Burks	Annette K. Clayton	Theodore F. Craver, Jr.	Robert M. Davis	Caroline Dorsa	W. Roy Dunbar	Nicholas C. Fanandakis	John T. Herron	Idalene F. Kesner	E. Marie McKee	Michael J. Pacilio	Harry K. Sideris	Thomas E. Skains	William E. Webster, Jr.
CUSTOMER SERVICE Experience in a customer-facing industry with an understanding of customer and community expectations, including transforming the customer experience.	✓	✓	✓		✓	✓	✓	✓	✓	✓		✓	✓
CYBERSECURITY/TECHNOLOGY Experience with security measures necessary for safe transmission and distribution operations; understanding of cyberthreats, risk mitigation and policy, as well as management or oversight experience with technologies key to operational technical systems, including customer experience, financial systems, internal and grid operations, and an understanding of recent innovations in utility operational technology; experience implementing efficiency improvements through technology.	✓	✓	✓	✓	✓	✓	✓	✓		✓	✓	✓		✓
ENVIRONMENT & SUSTAINABILITY Experience in overseeing or advising on environmental, climate, or sustainability practices; understanding of environmental policy, regulation, risk, and business operations in regulated industries; experience in managing environmental impacts; in-depth knowledge of operational risks.	✓	✓	✓			✓	✓	✓		✓	✓	✓	✓	✓
EXECUTIVE CEO or other executive management leadership experience with an understanding of how to lead complex organizations.	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
FINANCE OR ACCOUNTING Experience in accounting or finance, including oversight of financial reporting and internal controls and/or raising debt and equity capital.	✓	✓	✓	✓	✓		✓	✓		✓	✓		✓	✓
GOVERNANCE Experience maintaining board and management accountability; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations.	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
HUMAN CAPITAL MANAGEMENT Experience in attracting, developing, motivating, and retaining a talented workforce.	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
INDUSTRY Experience in utility, energy and/or nuclear energy operations, including the associated risks and public policy issues.	✓	✓	✓		✓	✓		✓			✓	✓	✓	✓
REGULATORY/GOVERNMENT Experience in regulatory affairs, public policy, or government; exposure to heavily regulated industries and their governing bodies; experience directly managing employees engaged in policy or regulatory affairs.	✓	✓	✓	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓
RISK MANAGEMENT Experience identifying, assessing, and controlling financial or business risks, including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts.	✓	✓	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓	✓

	12 DUKE ENERGY 2025 PROXY STATEMENT			BUILDING A SMARTER ENERGY FUTURE®

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.