Duke Energy 2023 Proxy Statement

March 23, 2023

Dear Fellow Shareholders:

I am pleased to invite you to Duke Energy’s Annual Meeting to be held on Thursday, May 4, 2023, at 1:00 p.m. Eastern time. We look forward to updating you at the Annual Meeting on our strategy and areas of focus and progress in 2022, as well as plans for the future of Duke Energy.

We made progress over the past year on our path to reach our goals to achieve at least a 50% reduction in CO₂ emissions by 2030 and net-zero CO₂ emissions by 2050 from electricity generation, as well as the goal of our natural gas local distribution business to reach net-zero methane emissions by 2030. In addition, in 2022 we announced the expansion of our net-zero by 2050 goal to include Scope 2 emissions and certain Scope 3 emissions and added an interim goal to achieve at least an 80% reduction in CO₂ emissions from electricity generation by 2040, and at least a 50% reduction in CO₂ emissions from upstream purchased power and fossil fuel purchases, as well as downstream customer use of natural gas, by 2035.We also announced a goal to exit coal generation by 2035, subject to regulatory approvals. The progress we made in 2022 on our energy transition strategy and further details on our goals are discussed in this proxy statement.

In addition to this progress on our climate-related goals, due to the strength of our regulated business and a disciplined approach to cost management, we delivered adjusted earnings in the top half of our 2022 revised earnings guidance range and continued our dividend commitment for the 96th consecutive year.

Our path forward for our Company has a clear destination: achieve net-zero carbon emissions from electricity generation by 2050. Foundational to our strategy execution efforts are safety, operational excellence, and a diverse and inclusive workforce.

This proxy statement contains information about our Board’s oversight of Duke Energy’s strategy, performance, and risks, as well as our ESG practices. It also describes the outreach we had in the past year with you – our fellow shareholders – and how that feedback has influenced the work that we are doing at Duke Energy.

Annual Meeting Details

This year’s Annual Meeting will once again be held exclusively via live webcast. The online format has successfully expanded our ability to connect with shareholders from all over the world while still providing you the same opportunities to vote and ask questions that you would have had at an in-person meeting, including by submitting questions in writing in advance of the Annual Meeting on our pre-meeting forum at www.proxyvote.com. An audio broadcast of the Annual Meeting will also be available by phone toll-free at 877.328.2502. Details regarding how to participate in the Annual Meeting via live webcast, as well as the items to be voted on, are described in the accompanying Notice of Annual Meeting of Shareholders, “Rules of Conduct for the Annual Meeting” on page 1 of the Proxy Summary, and in the “Frequently Asked Questions and Answers About the Annual Meeting” on page 92 of this proxy statement.

Please review this proxy statement prior to voting as it contains important information relating to the business of the Annual Meeting. Page 93 contains instructions on how you can vote your shares online, by phone, or by mail.We encourage you to vote and share your feedback with us, and hope you can participate in the Annual Meeting.

Thank you for your continued investment in Duke Energy.



Sincerely,
Lynn J. Good
Chair, President and CEO