Letters to Shareholders & Meeting Notice

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Letters to Shareholders & Meeting Notice

Welcome to the Duke Energy Annual Meeting of Shareholders

March 24, 2016

Dear Fellow Shareholders:

I am pleased to invite you to our Annual Meeting of Shareholders to be held on Thursday, May 5, 2016, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina.

As explained in the enclosed proxy statement, at this year’s meeting you will be asked to vote (i) for the election of directors, (ii) for the ratification of the selection of the independent registered public accounting firm, (iii) for the approval, on an advisory basis, of Duke Energy Corporation’s named executive officer compensation, (iv) against two shareholder proposals, and (v) to consider any other business that may properly come before the meeting.

This year’s proxy statement details the many steps we have undertaken to expand our strong corporate governance practices. In 2015, we undertook a comprehensive approach to engagement in an effort to better understand investor perspectives on various matters, including executive compensation and board oversight of critical issues facing Duke Energy. We reached out to holders of approximately 33 percent of our shares outstanding and spoke with holders of approximately 25 percent of our shares outstanding. Based in part on the feedback from shareholders, we have made several positive changes to our corporate governance practices, including the adoption of proxy access. These steps are in addition to the many exciting developments and opportunities Duke Energy has been involved in, which will be detailed in the 2015 Annual Report.

Your vote is important – exercise your shareholder right and vote your shares now.

Please turn to page 3 for the instructions on how you can vote your shares over the Internet, by telephone or by mail. It is important that all Duke Energy shareholders, regardless of the number of shares owned, participate in the affairs of the Corporation. At Duke Energy’s 2015 Annual Meeting of Shareholders, approximately 84 percent of the Corporation’s outstanding shares were represented in person or by proxy.

Thank you for your continued investment in Duke Energy.



Lynn J. Good
Chairman, President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

May 5, 2016
10:00 a.m.
O.J. Miller Auditorium
526 South Church Street
Charlotte, NC 28202

We will convene the Annual Meeting of Shareholders of Duke Energy Corporation on Thursday, May 5, 2016, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina.

The purpose of the Annual Meeting is to consider and take action on the following:

  1. Election of directors;
  2. Ratification of Deloitte & Touche LLP as Duke Energy Corporation’s independent registered public accounting firm for 2016;
  3. Advisory vote to approve Duke Energy Corporation’s named executive officer compensation;
  4. A shareholder proposal regarding elimination of supermajority voting provisions in Duke Energy Corporation’s Certificate of Incorporation;
  5. A shareholder proposal regarding lobbying expense disclosure; and
  6. Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting).

Shareholders of record as of the close of business on March 7, 2016, are entitled to vote at the Annual Meeting of Shareholders. It is important that your shares are represented at this meeting.

This year we will again be using the Securities and Exchange Commission (“SEC”) rule that allows us to provide our proxy materials to our shareholders via the Internet. By doing so, most of our shareholders will only receive a notice of the Annual Meeting of Shareholders (the “notice”) containing instructions on how to access the proxy materials via the Internet and vote online, by telephone or by mail. If you would like to request paper copies of the notice, proxy statement and annual report of Duke Energy Corporation (the “proxy materials”), you may follow the instructions on the notice. If you receive paper copies of the proxy materials, we ask you to consider signing up to receive these materials electronically in the future by following the instructions contained in this proxy statement. By delivering proxy materials electronically, we can reduce the consumption of natural resources and the cost of printing and mailing our proxy materials.

Whether or not you expect to be present at the Annual Meeting of Shareholders, please take time to vote now. If you choose to vote by mail, you may do so by marking, dating and signing the proxy card and returning it to us. Please follow the voting instructions that are included on your proxy card. Regardless of the manner in which you vote, we urge and greatly appreciate your prompt response.

Dated: March 24, 2016

By order of the Board of Directors,


Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary

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