Notice of Annual Meeting of Shareholders

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Notice of Annual Meeting of Shareholders

May 4, 2017

12:30 p.m. Eastern Time
Online at duke-energy.onlineshareholdermeeting.com

We will convene the Annual Meeting of Shareholders of Duke Energy Corporation (“Annual Meeting”) on Thursday, May 4, 2017, at 12:30 p.m. Eastern Time online via live webcast at duke-energy.onlineshareholdermeeting.com.

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 2017;
  3. Advisory vote to approve Duke Energy Corporation’s named executive officer compensation;
  4. Advisory vote on the frequency of the vote on executive compensation;
  5. Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements;
  6. A shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses;
  7. A shareholder proposal regarding preparing an assessment of the impacts on Duke Energy’s portfolio of climate change consistent with a two degree scenario;
  8. A shareholder proposal regarding providing a report on the public health risks of Duke Energy’s coal use; and
  9. 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 6, 2017, are entitled to vote at the Annual Meeting by visiting duke-energy.onlineshareholdermeeting.com. To participate in the online Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 12:30 p.m. Eastern Time. Online checkin will begin at 12:00 p.m. Eastern Time. Please allow ample time for the online checkin procedures. An audio broadcast of the Annual Meeting will be available by telephone toll-free at 1.888.256.9124, conference number 4228233.

The online format for the Annual Meeting also allows us to communicate more effectively with more of our shareholders via a pre-meeting forum that you can enter by visiting www.proxyvote.com. On our pre-meeting forum, you can submit questions in writing in advance of the Annual Meeting, vote and also access copies of proxy materials.

This year we are again providing our proxy materials to our shareholders via the internet. By doing so, most of our shareholders will only receive 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 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 via the internet in the future by following the instructions contained in this proxy statement. By delivering proxy materials via the internet, we can reduce the consumption of natural resources and the cost of printing and mailing our proxy materials.

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 23, 2017

By Order of the Board of Directors,
JansonSignature
Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary

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