Frequently Asked Questions and Answers About the Annual Meeting

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Frequently Asked Questions and Answers About the Annual Meeting

How can I participate in the Annual Meeting?

To enable more shareholders to participate in this year’s Annual Meeting, it will be held exclusively online via live webcast. Shareholders of record as of the close of business on March 6, 2017, are entitled to participate in, vote at and submit questions in writing during 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 and on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 12:30 p.m. Eastern Time. Online check‑in will begin at 12:00 p.m. Eastern Time. Please allow ample time for the online check‑in procedures. An audio broadcast of the Annual Meeting will be available by telephone toll‑free at 1.888.256.9124, conference number 4228233.

What is the pre-meeting forum and how can I access it?

One of the benefits of the online Annual Meeting format is that it allows us to communicate more effectively with you 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, and also access copies of our proxy materials. Through the use of the pre‑meeting forum, we will now be able to respond to more questions than we were able to respond to at previous meetings.

Why are you holding the Annual Meeting online?

Moving to an online Annual Meeting will provide easy access for shareholders and facilitate greater participation because shareholders can participate in from any location around the world. All of our shareholders will now be able to participate in the Annual Meeting online without prohibitive cost or inconvenience and submit questions in writing by visiting duke-energy.onlineshareholdermeeting.com.

What if I have difficulties accessing the pre‑meeting forum or locating my 16‑digit control number prior to the day of the Annual Meeting on May 4, 2017?

Prior to the day of the Annual Meeting on May 4, 2017, if you need assistance with your 16‑digit control number and you hold your shares in your own name, please call toll‑free 1.866.232.3037 in the United States, or 1.720.358.3640 if calling from outside the United States. If you hold your shares in the name of a bank or brokerage firm, you will need to contact your bank or brokerage firm for assistance with your 16‑digit control number.

What if during the check‑in time or during the Annual Meeting I have technical difficulties or trouble accessing the webcast of the Annual Meeting?

If you encounter any difficulties accessing the webcast of the Annual Meeting during the check‑in or during the Annual Meeting itself, including any difficulties with your 16‑digit control number, please call toll‑free 1.855.449.0991 in the United States, or 1.720.378.5962 if calling from outside the United States, for assistance. Technicians will be ready to assist you beginning at 11:30 a.m. Eastern Time with any difficulties.

On what am I voting?

  More Information
PROPOSAL 1Election of directorsPage 11
PROPOSAL 2Ratification of Deloitte & Touche LLP as Duke Energy Corporation’s independent registered public accounting firm for 2017Page 36
PROPOSAL 3Advisory vote to approve Duke Energy Corporation’s named executive officer compensationPage 38
PROPOSAL 4Advisory vote on the frequency of the vote on executive compensationPage 67
PROPOSAL 5Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirementsPage 68
PROPOSAL 6Shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expensesPage 69
PROPOSAL 7Shareholder proposal regarding preparing an assessment of the impacts on Duke Energy’s portfolio of climate change consistent with a two degree scenarioPage 71
PROPOSAL 8Shareholder proposal regarding providing a report on the public health risks of Duke Energy’s coal usePage 73

Who can vote?

Holders of Duke Energy’s common stock as of the close of business on the record date, March 6, 2017. Each share of Duke Energy common stock has one vote.

How do I vote?

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

By internet

By telephone

By mailing your proxy card

GRAPHIC GRAPHIC GRAPHIC
Visit 24/7
www.proxyvote.com
Call 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 online 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 online, 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 online, 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 2017;
  • “FOR” the advisory vote to approve Duke Energy Corporation’s named executive officer compensation;
  • For the option of “1 YEAR” on the advisory vote on the frequency of the vote on executive compensation;
  • “FOR” the Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements;
  • “AGAINST” the shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses;
  • “AGAINST” the shareholder proposal regarding preparing an assessment of the impacts on Duke Energy’s portfolio of climate change consistent with a two degree scenario; and
  • “AGAINST” the shareholder proposal regarding providing a report on the public health risks of Duke Energy’s coal use.

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

You may cast your ballot online up until 11:59 p.m. Eastern Time on May 3, 2017, at www.proxyvote.com.

Remotely – You may participate in the Annual Meeting online via live webcast and cast your vote online during the Annual Meeting prior to the closing of the polls by visiting duke-energy.onlineshareholdermeeting.com.

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 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 online voting procedures; or
  • participating in the Annual Meeting online via live webcast and voting online during the Annual Meeting prior to the closing of the polls.

 

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 online during the Annual Meeting prior to the closing of the polls.

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 2017 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, you must deliver your instructions no later than May 1, 2017, at 11:59 p.m. Eastern Time.

What constitutes a quorum?

As of the record date on March 6, 2017, 699,883,243 shares of Duke Energy common stock were issued and outstanding and entitled to vote at the Annual Meeting. In order to conduct the Annual Meeting, a majority of the shares entitled to vote must participate remotely via webcast or by proxy. This is referred to as a “quorum.” If you submit a properly executed proxy card or vote by telephone or online, 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 and the amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements. 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 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 online. 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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