Frequently Asked Questions and Answers About the Annual Meeting

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Frequently Asked Questions and Answers About the Annual Meeting

On what am I voting?

  Board recommendationBroker non-votesAbstentionsVotes required for approval
Proposal 1Election of DirectorsFOR each nomineeDo not countDo not countMajority of votes cast, with a resignation policy
Proposal 2Ratification of Deloitte & Touche LLP as Duke Energy Corporation’s independent registered public accounting firm for 2016FORVote forVote againstMajority of shares represented
Proposal 3Advisory vote to approve Duke Energy Corporation’s named executive officer compensationFORDo not countVote againstMajority of shares represented
Proposal 4Shareholder proposal regarding elimination of supermajority voting provisions in Duke Energy Corporation’s Certificate of IncorporationAGAINSTDo not countVote againstMajority of shares represented
Proposal 5Shareholder proposal regarding lobbying expenses disclosureAGAINSTDo not countVote againstMajority of shares represented

Who can vote?

Holders of Duke Energy’s common stock as of the close of business on the record date, March 7, 2016, are entitled to vote, either in person or by proxy, at the Annual Meeting of Shareholders. Each share of Duke Energy common stock has one vote.

How do I vote?

By Proxy – Before the Annual Meeting of Shareholders, you can give a proxy to vote your shares of Duke Energy common stock in one of the following ways:

By Internet using your computer

By telephone

By mailing your proxy card

GRAPHIC GRAPHIC GRAPHIC
Visit 24/7
www.proxyvote.com
Dial toll-free 24/7
1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name
Cast your ballot, sign your proxy card and send free of postage

 

The telephone and Internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded. If you wish to vote by telephone or Internet, please follow the instructions that are included on your notice.

If you mail us your properly completed and signed proxy card or vote by telephone or Internet, your shares of Duke Energy common stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted:

  • FOR the election of all nominees for director;
  • FOR the ratification of Deloitte & Touche LLP as Duke Energy Corporation’s independent registered public accounting firm for 2016;
  • FOR the advisory vote to approve Duke Energy Corporation’s named executive officer compensation;
  • AGAINST the shareholder proposal regarding elimination of supermajority voting provisions in Duke Energy Corporation’s Certificate of Incorporation;
  • AGAINST the shareholder proposal regarding lobbying expenses disclosure.

We do not expect that any other matters will be brought before the Annual Meeting of Shareholders. However, by giving your proxy, you appoint the persons named as proxies as your representatives at the Annual Meeting of Shareholders.

In Person – You may come to the Annual Meeting of Shareholders and cast your vote there. You may be admitted to the meeting by bringing your proxy card or, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on March 7, 2016, along with some form of government‑issued identification.

May I change or revoke my vote?

Yes. You may change your vote or revoke your proxy at any time prior to the Annual Meeting of Shareholders by:

  • notifying Duke Energy’s Corporate Secretary in writing that you are revoking your proxy;
  • providing another signed proxy that is dated after the proxy you wish to revoke;
  • using the telephone or Internet voting procedures; or
  • attending the Annual Meeting of Shareholders and voting in person.

 

Will my shares be voted if I do not provide my proxy?

It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the meeting.

Brokerage firms generally have the authority to vote their customers’ unvoted shares on certain “routine” matters. If your shares are held in the name of a broker, bank or other nominee, such nominee can vote your shares for the ratification of Deloitte as Duke Energy’s independent registered public accounting firm for 2016 if you do not timely provide your proxy because this matter is considered “routine” under the applicable rules. However, no other items are considered “routine” and may not be voted by your broker without your instruction.

If I am a participant in the Duke Energy Retirement Savings Plan, how do I vote shares held in my plan account?

If you are a participant in the Duke Energy Retirement Savings Plan, you have the right to provide voting directions to the plan trustee, Fidelity Management Trust Company, by submitting your proxy card for those shares of Duke Energy common stock that are held by the plan and allocated to your account. Plan participant proxies are treated confidentially.

If you elect not to provide voting directions to the plan trustee, the plan trustee will vote the Duke Energy shares allocated to your plan account in the same proportion as those shares held by the plan for which the plan trustee has received voting directions from other plan participants. The plan trustee will follow participants’ voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.

Because the plan trustee must process voting instructions from participants before the date of the Annual Meeting of Shareholders, you must deliver your instructions no later than May 2, 2016, at 11:59 p.m.

What constitutes a quorum?

As of the record date, 688,792,969 shares of Duke Energy common stock were issued and outstanding and entitled to vote at the Annual Meeting of Shareholders. In order to conduct the Annual Meeting of Shareholders, a majority of the shares entitled to vote must be present in person or by proxy. This is referred to as a “quorum.” If you submit a properly executed proxy card or vote by telephone or on the Internet, you will be considered part of the quorum. Abstentions and broker “non‑votes” will be counted as present and entitled to vote for purposes of determining a quorum. A broker “non‑vote” is not, however, counted as present and entitled to vote for purposes of voting on individual proposals other than ratification of Deloitte as Duke Energy’s independent registered public accounting firm. A broker “non‑vote” occurs when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under NYSE listing standards, does not have discretionary authority to vote on a matter.

Who conducts the proxy solicitation and how much will it cost?

Duke Energy is requesting your proxy for the Annual Meeting of Shareholders and will pay all the costs of requesting shareholder proxies. We have hired Georgeson Inc. to help us send out the proxy materials and request proxies. Georgeson’s base fee for these services is $21,000, plus out‑of‑pocket expenses. We can request proxies through the mail or personally by telephone, fax or Internet. We can use directors, officers and other employees of Duke Energy to request proxies. Directors, officers and other employees will not receive additional compensation for these services. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out‑of‑pocket expenses for forwarding solicitation material to the beneficial owners of Duke Energy common stock.

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