Duke Energy 2024 Proxy Statement

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 97th 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 at www.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