Duke Energy (DUK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2025, via live webcast, with voting on directors, auditor ratification, executive compensation, and two shareholder proposals.

• 2024 focused on execution of strategic priorities, including new generation and transmission investments, and response to a historic hurricane season with restoration of 5.5 million outages.

• Leadership transition: Harry K. Sideris to become CEO and board member effective April 1, 2025; Theodore F. Craver, Jr. to become Independent Chair.

• Company strategy centers on modernization, reliability, affordability, and achieving net-zero carbon emissions by 2050.

Voting matters and shareholder proposals

• Shareholders to vote on election of directors, ratification of Deloitte & Touche LLP as auditor, advisory say-on-pay, support for simple majority vote, and a net-zero audit proposal.

• Board recommends FOR all director nominees, auditor ratification, executive compensation, and simple majority vote proposal; AGAINST net-zero audit proposal.

• Simple majority vote proposal aims to replace supermajority requirements; board supports this change.

• Net-zero audit proposal requests annual reporting on net-zero activities; board opposes, citing existing disclosures.

Board of directors and corporate governance

• Board comprises 14 nominees, 13 of whom are independent; 50% joined in the last five years, and 43% are women or minorities.

• Board committees are 100% independent; annual board, committee, and director assessments conducted with third-party input.

• Board refreshment, diversity, and succession planning are ongoing priorities.

• Shareholders have rights to nominate directors via proxy access and call special meetings.

• Chair and CEO roles to be separated effective April 1, 2025.