Duke Energy Corp

The Audit Committee has selected Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2026 and is submitting that selection for shareholder ratification. The proposal asks shareholders to ratify Deloitte’s appointment; management argues Deloitte’s long tenure since 1947 provides continuity, deep company and industry expertise, and efficient audits, and notes Audit Committee oversight of independence, preapproval policies, and rotation of the lead partner. The Board recommends FOR, citing Audit Committee evaluation of Deloitte’s independence and performance and the benefits of continuity and specialized knowledge. Shareholder approval is a routine matter requiring a majority of shares represented to pass; representatives of Deloitte will attend the meeting and be available for questions. This is a routine auditor ratification and generally has limited strategic controversy.

This management proposal seeks a non-binding advisory approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy, commonly called a "say-on-pay" vote. The compensation program combines base salary, a short-term incentive (STI) tied to adjusted EPS, O&M, operational excellence, customer satisfaction, energy modernization, and individual goals, and long-term incentives (70% performance shares, 30% RSUs) tied to cumulative adjusted EPS, relative TSR, and safety (TICR). Management emphasizes pay-for-performance alignment, shareholder engagement, robust governance features (clawbacks, stock ownership requirements, independent consultant), and recent CEO transition-related adjustments. The Board recommends FOR, noting alignment with strategy and oversight by the Compensation and People Development Committee; the vote is advisory but the Committee will consider results in future compensation decisions.

The proposal asks shareholders to approve an amendment to Article Seventh of the Certificate of Incorporation to eliminate the existing 80% supermajority voting requirement (for Article Seventh and certain provisions of Article Fifth) and instead permit amendments by a majority of outstanding voting power. Management frames the change as modernizing governance, reducing entrenchment risk, and reflecting investor expectations; it notes prior shareholder votes and a shareholder proposal in 2025 calling for the same change that passed. The board recommends FOR, arguing supermajority thresholds are burdensome and not aligned with best practices. Approval requires 80% of outstanding shares under current charter, so ratification poses a coordination challenge. The amendment would lower barriers to charter changes in future, potentially enabling governance flexibility but also reducing shareholder protections against certain changes; the company emphasizes safeguards and board stewardship. This is a governance/equity-structure amendment with significant long-term implications for shareholder rights and takeover defenses.