Duke Energy CORP
For the period ended May 7, 2026. Filed Mar 20, 2026.
View on SEC.govAbout this filing
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 7, 2026 · Filed Mar 20, 2026
Contents
Cover page
Show cover page
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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
DUKE ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Welcome to the Duke Energy
Annual Meeting
of Shareholders
March 20, 2026
Dear Fellow Shareholders:
I am pleased to invite you to Duke Energy’s Annual Meeting to be held on Thursday, May 7, 2026, at 1 p.m. Eastern time. We look forward to updating you on our accomplishments in 2025, focus areas for 2026, and the path forward for Duke Energy.
2025 was a year of strong execution, grounded in our responsibility to deliver safe, reliable, and affordable energy. We met our financial objectives while continuing to invest in the infrastructure capabilities needed to support our customers’ evolving needs. We are fortunate to operate in some of the most attractive jurisdictions in the country and are seeing sharp increases in energy demand driven by economic development, including data centers and advanced manufacturing, as well as continued population growth. To serve this demand responsibly, we executed electric service agreements for multiple hyperscale data centers representing cumulative contracted load of over 4.5 gigawatts, ensuring these customers contribute appropriately to the systems required to serve them.
On the generation side, we made significant progress to ensure reliability for all customers as demand continues to grow. This included subsequent license renewals (SLR) at Oconee Nuclear Station and SLR application for Robinson Nuclear Plant. We began construction on over 5 gigawatts of new natural gas generation in the Carolinas and Indiana, and submitted an early site permit application for potential new nuclear development at Belews Creek in North Carolina. Duke Energy Florida unveiled its DeBary Hydrogen Production Storage System, the first demonstration project in the United States capable of using an end-to-end system to produce, store and combust up to 100% green hydrogen. These actions reflect our focus on maintaining dependable service while responsibly advancing innovation.
In 2026, Duke Energy will continue to meet current and future energy needs by maximizing our existing resources, building new generation and continually optimizing our electric grid to improve resiliency and customer service. As load growth materializes across our territories, we’re executing on our more than $103 billion, five-year capital plan – the largest regulated capital plan in the industry. By 2030, we plan to increase generation capacity by approximately 14 gigawatts – enough energy to power nearly 10 million homes. Throughout this period, Duke Energy remains committed to keeping power reliable and costs as low as possible, now and into the future. Our regulatory model has proved effective, and we have been successful in keeping average rate increases below inflation. We will continue to deliver long-term value to the vibrant communities we are honored to serve.
We are well positioned to serve our customers reliably and affordably through this period of dynamic growth. Duke Energy brings the expertise, scale, and proven track record of working constructively with our regulators, customers, communities and other stakeholders to execute our plans responsibly – while delivering value for both our customers and shareholders.
This proxy statement contains information about our Board’s oversight of Duke Energy’s strategy, performance, and risks, as well as our governance practices and our commitment to our employees, whose dedication directly contributes to our high customer satisfaction and continued operational excellence. It also describes the outreach we conducted in 2025 with you – our fellow shareholders – and how that feedback has informed our decisions and priorities.
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 83 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 84 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 CEO
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
2025 was a pivotal year for Duke Energy as we successfully executed our leadership succession plan, electing Harry K. Sideris as President and CEO and as a member of our Board, effective April 1, 2025. In connection with the leadership transition, Theodore F. Craver, Jr. also transitioned from Lead Independent Director to Independent Chair of the Board, effective April 1, 2025. As President and CEO, Mr. Sideris brings decades of operational leadership across our utility businesses to sustain the Company’s strong momentum – delivering financial results that exceeded earnings expectations in 2025, while advancing our long-term energy modernization strategy to strengthen the grid and meet growing customer needs.
Board Refreshment and Stakeholder Engagement
Board refreshment, Board diversity, and meaningful Board succession planning remain key areas of focus for our Board. Our current Board is a diverse, distinguished group of professionals with a wide range of experiences, skills, and qualifications. As part of our ongoing refreshment efforts, we were pleased to welcome Jeffrey B. Guldner to the Board during the year, bringing additional leadership and industry experience. Marie McKee, however, will be retiring from the Board and will not stand for re-election at the upcoming Annual Meeting. Ms. McKee has served with distinction since 2012, and the rest of the Board extends its sincere appreciation for her 14 years of dedicated service and contributions to Duke Energy. 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 robust annual shareholder engagement program during the spring and fall, meeting with shareholders holding approximately 44% 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 modernizing critical infrastructure and investing in innovative technologies to enhance reliability, resiliency, and customer value. 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 2026 Annual Meeting and throughout the year.
Sincerely,
| | Derrick BurksAnnette K. ClaytonTheodore F. Craver, Jr.Robert M. DavisCaroline Dorsa | | | W. Roy DunbarNicholas C. FanandakisJeffrey B. Guldner John T. HerronIdalene F. Kesner | | | E. Marie McKeeMichael J. PacilioThomas E. SkainsWilliam E. Webster, Jr. | |
|---|
| | Notice of 2026 Annual Meeting of Shareholders | | | |
|---|
| · Items of Business · · · Board’s Voting Recommendation · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | 1 | | | Election of Directors | | | | | |||
| | 2 | | | Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2026 | | | | | |||
| | 3 | | | Advisory vote to approve Duke Energy’s named executive officer compensation | | | | | | | |
| | 4 | | | Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements | | | | | |||
| | 5 | | | Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting) | | | |||||
| | | | | | |||||||
| | Vote Now | | |||
|---|---|---|---|---|---|
| | By Internet | | | By Mailing Your Proxy Card | |
| | Visit 24/7 www.proxyvote.com | | | Vote, sign your proxy card, and mail free of postage | |
| | By Phone | | | Participate in the Annual Meeting | |
| | Call toll-free 24/7 at 800.690.6903 or by calling the number provided by your broker, bank, or other nominee if your shares are not registered in your name | | | Participate in the annual meeting at www.virtualshareholdermeeting. com/DUK2026 and vote during the Annual Meeting. 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 | |
Meeting Date: May 7, 2026
Record Date: March 9, 2026
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/DUK2026
To participate in the Annual Meeting via live webcast atwww.virtualshareholdermeeting.com/DUK2026, 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.
| | Dated: March 20, 2026 | | | By order of the Board of Directors, | |
|---|---|---|---|---|---|
| | | | | | |
| | | | | David S. Maltz Vice President, Legal, Chief Governance Officer and Corporate Secretary | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.