Duke Energy (DUK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, via live webcast, with voting on directors, auditor ratification, executive compensation, and a charter amendment.

• 2025 marked strong financial performance, exceeding earnings guidance, and continued investment in infrastructure to meet rising energy demand, especially from data centers and advanced manufacturing.

• Leadership transition completed with Harry K. Sideris appointed President and CEO, and Theodore F. Craver, Jr. as Independent Chair.

• Five-year capital plan of $103 billion aims to increase generation capacity by 14 GW by 2030, focusing on reliability, affordability, and innovation.

• Shareholder engagement reached 44% of outstanding shares, influencing governance, compensation, and ESG disclosures.

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 charter.

• Board recommends voting FOR all proposals.

• Shareholder proposal to eliminate supermajority requirements received majority support in 2025 and is now up for formal amendment.

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 fully independent and oversee audit, compensation, governance, risk, and operations.

• Annual board, committee, and director assessments are conducted, with a focus on refreshment, diversity, and director education.

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