Duke Energy (DUK) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, exceeding earnings guidance and maintaining a 99-year dividend streak while executing a $103 billion five-year capital plan to support infrastructure and growth.

• Completed leadership transition with Harry K. Sideris appointed as President and CEO and Theodore F. Craver, Jr. as Independent Chair, emphasizing board refreshment and diversity.

• Advanced generation reliability with new natural gas projects, nuclear license renewals, and innovative hydrogen demonstration, targeting 14 GW capacity increase by 2030.

• Maintained average rate increases below inflation and secured $600 million in nuclear tax credits to benefit customers.

• Continued robust shareholder engagement, reaching holders of 44% of outstanding shares and incorporating feedback into governance and compensation practices.

Voting matters and shareholder proposals

• Shareholders will vote on: election of directors, ratification of Deloitte & Touche LLP as auditor, advisory say-on-pay for executive compensation, and an amendment to eliminate supermajority requirements in the Certificate of Incorporation.

• Board recommends voting FOR all proposals.

• Shareholder proposal to eliminate supermajority requirements is up for approval after prior years' support below the 80% threshold.

Board of directors and corporate governance

• Board consists of 14 nominees, 13 of whom are independent; 50% joined in the last five years, and 36% are women or minorities.

• Board committees are 100% independent, with regular assessments, director education, and a focus on diversity and refreshment.

• Board leadership structure separates CEO and Independent Chair roles for enhanced oversight.

• Shareholders have rights to nominate directors via proxy access, call special meetings, and act by less than unanimous written consent.