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Introduction
Welcome to the Duke Energy Annual Meeting of Shareholders
Letter from the Independent Lead Director
Notice of Annual Meeting of Shareholders
Table of Contents
Participate in the Future of Duke Energy; Cast Your Vote Now
Proxy Summary
Election of Directors
Proposal 1: Election of Directors
Information on the Board of Directors
Report of the Corporate Governance Committee
Director Compensation
Ownership & Audit Committee
Security Ownership of Certain Beneficial Owners and Management
Proposal 2: Ratification of Deloitte & Touche LLP as Duke Energy Corporation's Independent Registered Public Accounting Firm for 2018
Report of the Audit Committee
Executive Compensation
Proposal 3: Advisory Vote to Approve Duke Energy Corporation's Named Executive Officer Compensation
Report of the Compensation Committee
Compensation Discussion and Analysis
Section 1: Executive Summary
Section 2: Compensation Program
Section 3: Competitive Market Practices
Section 4: Executive Compensation Policies
Section 5: Tax and Accounting Implications
Executive Compensation
Amendment Proposal
Proposal 4: Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to Eliminate Supermajority Voting Requirements
Shareholder Proposal
Proposal 5: Shareholder Proposal Regarding Providing an Annual Report on Duke Energy's Lobbying Expenses
Additional Information
Frequently Asked Questions and Answers About the Annual Meeting of Shareholders
Other Information
Appendix A: Amended and Restated Certificate of Incorporation of Duke Energy Corporation
Appendix B: Cautionary Note Regarding Forward-Looking Information
Meet the Board
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Page 24 of 87
Page 24 of 87
2018 Proxy Statement
Introduction
Welcome to the Duke Energy Annual Meeting of Shareholders
Letter from the Independent Lead Director
Notice of Annual Meeting of Shareholders
Table of Contents
Participate in the Future of Duke Energy; Cast Your Vote Now
Proxy Summary
Election of Directors
Proposal 1: Election of Directors
Information on the Board of Directors
Report of the Corporate Governance Committee
Director Compensation
Ownership & Audit Committee
Security Ownership of Certain Beneficial Owners and Management
Proposal 2: Ratification of Deloitte & Touche LLP as Duke Energy Corporation's Independent Registered Public Accounting Firm for 2018
Report of the Audit Committee
Executive Compensation
Proposal 3: Advisory Vote to Approve Duke Energy Corporation's Named Executive Officer Compensation
Report of the Compensation Committee
Compensation Discussion and Analysis
Section 1: Executive Summary
Section 2: Compensation Program
Section 3: Competitive Market Practices
Section 4: Executive Compensation Policies
Section 5: Tax and Accounting Implications
Executive Compensation
Amendment Proposal
Proposal 4: Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to Eliminate Supermajority Voting Requirements
Shareholder Proposal
Proposal 5: Shareholder Proposal Regarding Providing an Annual Report on Duke Energy's Lobbying Expenses
Additional Information
Frequently Asked Questions and Answers About the Annual Meeting of Shareholders
Other Information
Appendix A: Amended and Restated Certificate of Incorporation of Duke Energy Corporation
Appendix B: Cautionary Note Regarding Forward-Looking Information
Meet the Board
Introduction
Introduction
Welcome to the Duke Energy Annual Meeting of Shareholders
Letter from the Independent Lead Director
Notice of Annual Meeting of Shareholders
Table of Contents
Participate in the Future of Duke Energy; Cast Your Vote Now
Proxy Summary
Election of Directors
Election of Directors
Proposal 1: Election of Directors
Information on the Board of Directors
Report of the Corporate Governance Committee
Director Compensation
Ownership & Audit Committee
Ownership & Audit Committee
Security Ownership of Certain Beneficial Owners and Management
Proposal 2: Ratification of Deloitte & Touche LLP as Duke Energy Corporation's Independent Registered Public Accounting Firm for 2018
Report of the Audit Committee
Executive Compensation
Executive Compensation
Proposal 3: Advisory Vote to Approve Duke Energy Corporation's Named Executive Officer Compensation
Report of the Compensation Committee
Compensation Discussion and Analysis
Section 1: Executive Summary
Section 2: Compensation Program
Section 3: Competitive Market Practices
Section 4: Executive Compensation Policies
Section 5: Tax and Accounting Implications
Executive Compensation
Amendment Proposal
Amendment Proposal
Proposal 4: Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to Eliminate Supermajority Voting Requirements
Shareholder Proposal
Shareholder Proposal
Proposal 5: Shareholder Proposal Regarding Providing an Annual Report on Duke Energy's Lobbying Expenses
Additional Information
Additional Information
Frequently Asked Questions and Answers About the Annual Meeting of Shareholders
Other Information
Appendix A: Amended and Restated Certificate of Incorporation of Duke Energy Corporation
Appendix B: Cautionary Note Regarding Forward-Looking Information
Meet the Board
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