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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

DUKE ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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		(2)		Aggregate number of securities to which transaction applies:
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		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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		(4)		Proposed maximum aggregate value of transaction:
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o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
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		(3)		Filing Party:
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		(4)		Date Filed:
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Table of Contents

Welcome to the Duke Energy

Annual Meeting
of Shareholders

​		Welcome to the Duke Energy Annual Meeting of Shareholders

March 26, 2015[    ·    ], 2017

Dear Fellow Shareholders:

I am pleased to invite you to our Annual Meeting of Shareholders ("Annual Meeting") to be held on Thursday, May 7, 2015,4, 2017, at 10:00 a.m.12:30 p.m. Eastern Time. We look forward to updating you on the progress we have made and our plans for the future of Duke Energy.

This year we are excited to hold the Annual Meeting exclusively online for the first time via live webcast. This format enables us to use technology to open our Annual Meeting to shareholders from all over the world and improve our communications with them. We want to make sure that all of our shareholders have the opportunity to participate in the O.J. Miller Auditorium locatedgovernance of the Corporation, and the live webcast will help accomplish this. An audio broadcast of the Annual Meeting will also be available by telephone toll-free at 526 South Church Street in Charlotte, North Carolina.

As explained1.888.256.9124, conference number 4228233. Details regarding how to participate in the enclosedAnnual Meeting via webcast and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting on page 10 and Frequently Asked Questions and Answers About the Annual Meeting on page 75 of this proxy statement.

The online format will also allow us to communicate with you in advance of the Annual Meeting via a pre-meeting forum that you can enter by visitingwww.proxyvote.com. Through the use of our pre-meeting forum, you can submit questions in writing in advance of the Annual Meeting. As a result, we will be able to answer more questions than we were able to answer at previous meetings by posting written answers online to any questions that we do not have time to answer during the Annual Meeting.

This proxy statement at this year's meeting you will be asked to vote (i) for the election of directors, (ii) for the ratification of the selection of the independent public accountant, (iii) for the approval, on an advisory basis, ofcontains details about Duke Energy Corporation's named executive officer compensation, (iv) for the approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan, (v) against three shareholder proposals, and (vi) to consider any other business that may properly come before the meeting.

This year's proxy statement details the many steps we have undertaken, beginning in 2014, to expand ourEnergy's strong corporate governance practices. We have conducted a significant outreach campaign this year to speak directly with a number of our shareholders about various matters, including executive compensation and board oversight of critical issues facing Duke Energy. Consistent with shareholder feedback, we have implemented several new shareholder friendlyThe Corporation has made numerous positive changes to our corporate governance practices.practices in recent years. These steps are in addition to the many excitingstrategic business developments and opportunities Duke Energy has been involvedthat occurred in 2016, which will beare detailed in the 20142016 Annual Report.Report that accompanies this proxy statement.

Your voteparticipation as a shareholder is important – exerciseto us. Please review this proxy statement prior to exercising your shareholder right and vote your shares now.

Please turnas it contains important information relating to pagethe business of the Annual Meeting. Page 3 for thecontains instructions on how you can vote your shares over the Internet,online, by telephone or by mail. At Duke Energy's 2016 Annual Meeting, approximately 84% of the Corporation's outstanding shares were represented in person or by proxy. It is important that all Duke Energy shareholders, regardless of the number of shares owned, participate in the affairs of the Company. At Duke Energy's 2014 Annual Meeting of Shareholders, approximately 84 percent of the Company's outstanding shares were represented in person or by proxy.Corporation.

Thank you for your continued investment in Duke Energy.

Sincerely,

Lynn J. Good
Vice Chairman, President and Chief Executive Officer

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Letter from the Independent Lead Director

Dear Fellow Shareholders:

Duke Energy Corporation's Board of Directors (the "Board") is committed to sound corporate governance policies and practices to ensure the Corporation operates responsibly, efficiently, and in the best interests of its shareholders. This proxy statement highlights the governance practices of the Corporation and our Board, as well as the governance developments at Duke Energy in 2016.

In January 2016, the Board appointed me as the Corporation's Independent Lead Director. As Independent Lead Director, I work with our Chief Executive Officer on the issues to be discussed with the Board at each Board and Committee meeting. In addition, I take the lead on the implementation of the Board and Committee assessment process, as well as Chief Executive Officer and Board succession review. I also lead the executive sessions held by our independent directors.

As Independent Lead Director, I also have the privilege to work with the Corporation's other engaged and experienced directors. The diversity of experience, background and skills among our directors allows for active oversight by the Board of the many issues facing the Corporation and utility industry at this time, as well as thoughtful advice as the Corporation navigates its strategic initiatives. As this proxy statement details, the Board continues to recruit new directors to bring fresh perspectives and new ideas to our Board. Since the 2016 Annual Meeting, we have added three new directors: William E. Webster, Jr., retired Executive Vice President at the Institute for Nuclear Power Operations, Thomas E. Skains, retired Chairman, President and Chief Executive Officer at Piedmont Natural Gas Company, Inc., and Theodore F. Craver, Jr., retired Chairman and Chief Executive Officer at Edison International.

The Board continues to value the feedback from its shareholders and welcomes our ongoing dialogue with shareholders. In recent years, our engagement with you has resulted in a number of enhancements to our corporate governance practices, including the adoption of majority voting for the election of directors, proxy access, and the ability for shareholders to call special shareholder meetings and act by written consent. On behalf of the entire Board, thank you for your continued support.

Sincerely,

Michael G. Browning
Independent Lead Director

From left to right: Ann Maynard Gray (Retiring), James B. Hyler, Jr., John H. Forsgren, Daniel R. DiMicco, Carlos A. Saladrigas, Thomas E. Skains, Lynn J. Good, John T. Herron, E. Marie McKee, William E. Kennard, Michael G. Browning, William E. Webster, Jr., Michael J. Angelakis and Charles W. Moorman IV. Not pictured, Theodore F. Craver, Jr.

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    DUKE ENERGY – 2017 Proxy Statement

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Table of ContentsTABLE OF CONTENTS

PROXY SUMMARYPARTICIPATE IN THE FUTURE OF DUKE ENERGY; CAST YOUR VOTE NOW				43
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PROXY SUMMARY				4
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS				10
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PROPOSAL 1:		ELECTION OF DIRECTORS		11
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INFORMATION ON THE BOARD OF DIRECTORS				1920
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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE				2729
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DIRECTOR COMPENSATION				3032
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT				3234
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PROPOSAL 2:		RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTACCOUNTING FIRM FOR 20152017		3436
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REPORT OF THE AUDIT COMMITTEE				3537
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PROPOSAL 3:		ADVISORY VOTE TO APPROVE DUKE ENERGY CORPORATION'S NAMED EXECUTIVE OFFICER COMPENSATION		3638
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REPORT OF THE COMPENSATION COMMITTEE				3739
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COMPENSATION DISCUSSION AND ANALYSIS				3739
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EXECUTIVE COMPENSATION				55
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51PROPOSAL 4:		ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION		67
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PROPOSAL 5:		AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUKE ENERGY CORPORATION TO ELIMINATE SUPERMAJORITY REQUIREMENTS		68
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SHAREHOLDER PROPOSALS				69
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PROPOSAL 6:		SHAREHOLDER PROPOSAL REGARDING PROVIDING AN ANNUAL REPORT ON DUKE ENERGY'S LOBBYING EXPENSES		69
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PROPOSAL 4:7:		APPROVALSHAREHOLDER PROPOSAL REGARDING PREPARING AN ASSESSMENT OF THE IMPACTS ON DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLANENERGY'S PORTFOLIO OF CLIMATE CHANGE CONSISTENT WITH A TWO DEGREE SCENARIO		65
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71SHAREHOLDER PROPOSALS				72
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PROPOSAL 5:8:		SHAREHOLDER PROPOSAL REGARDING LIMITATIONPROVIDING A REPORT ON THE PUBLIC HEALTH RISK OF ACCELERATED EXECUTIVE PAYDUKE ENERGY'S COAL USE		7273
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DUKE ENERGY – 2017 Proxy Statement

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PROPOSAL 6:				SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTION DISCLOSURE		75
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PROPOSAL 7:		SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS		77
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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF SHAREHOLDERS				7975
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OTHER INFORMATION				8278
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APPENDIX A		AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUKE ENERGY CORPORATION		80
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84APPENDIX B		TOWERS WATSON ENERGY SERVICES EXECUTIVE COMPENSATION DATABASE		85
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APPENDIC C		TOWERS WATSON GENERAL INDUSTRY EXECUTIVE COMPENSATION DATABASE		86
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APPENDIX B				85
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APPENDIX C				86
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​ Forward-Looking Information This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management's beliefs and assumptions and can often be identified by terms and phrases that include "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," "potential," "forecast," "target," "guidance," "outlook" or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements. Accordingly, there is no assurance that such results will be realized. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, see our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") and available at the SEC's website atwww.sec.gov. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than described. Forward-looking statements speak only as of the date they are made. Duke Energy expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ​ DUKE ENERGY – 2017 Proxy Statement ​– 2015 Proxy Statement

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PARTICIPATE IN THE FUTURE OF DUKE ENERGY; CAST YOUR VOTE NOW

It is very important that you vote to play a partparticipate in the future of Duke Energy.Energy Corporation ("Duke Energy" or the "Corporation"). New York Stock Exchange ("NYSE") rules state that if your shares are held through a broker, bank or other nominee, they cannot vote onwithout your behalfinstruction on nondiscretionary matters.

Eligibility to Vote (page 79)

You can vote if you were a shareholder of record at the close of business on March 9, 2015.6, 2017.

Vote Now

Even if you plan to attendparticipate in this year's meeting,Annual Meeting, it is a good idea to vote your shares now, before the meeting,Annual Meeting in the event your plans change. Whether you vote by Internet,online, by telephone or by mail, please have your proxy card or voting instruction form in hand and follow the instructions.

By Internet using your computerinternet		By telephone		By mailing your proxy card
Visit 24/7 www.proxyvote.com		DialCall toll-free 24/7 1-800-690-69031.800.690.6903 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,vote, sign your proxy card and send free of postage

Visit Our WebsiteParticipate in the Annual Meeting

This year's Annual Meeting will be held exclusively online via a live webcast, enabling shareholders from around the world to participate, submit questions in writing and vote. Shareholders of record as of the close of business on March 6, 2017, are entitled to participate in and vote at the Annual Meeting by visitingduke-energy.onlineshareholdermeeting.com. To participate in the online Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the Proxy Materials (the "Notice"), on your proxy card and on the instructions that accompanied your Notice, proxy statement and 2016 Annual Report (the "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.

Visit our website www.duke-energy.com/investors/news-events.asp		•​ DUKE ENERGY – 2017 Proxy Statement    3 Review and download this proxy statement and our annual report • Listen to a live audio stream of the meeting

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​DUKE ENERGY – 2015 Proxy Statement    3

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Proxy SummaryPROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. Page references ("XX") are supplied to help you find further information in this proxy statement.

Voting Matters (page 10)

				More information		Board recommendation		Broker non-votes		Abstentions		Votes required for approval
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PROPOSAL 1		Election of directors		Page 11		FOR each nominee		Do not count		Do not count		Majority of votes cast, with a resignation policy
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PROPOSAL 2		Ratification of Deloitte & Touche LLP as Duke Energy Corporation's independent registered public accountantaccounting firm for 20152017		Page 3436		FOR		Vote for		Vote against		Majority of shares represented
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PROPOSAL 3		Advisory vote to approve Duke Energy Corporation's named executive officer compensation		Page 3638		FOR		Do not count		Vote against		Majority of shares represented
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PROPOSAL 4		ApprovalAdvisory vote on the frequency of the Duke Energy Corporation 2015 Long-Term Incentive Planvote on executive compensation		Page 6567		FOR AN ADVISORY VOTE EVERY YEAR		Do not count		Vote againstDo not count		MajorityThe frequency receiving the greatest number of shares representedvotes will be approved
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PROPOSAL 5		Shareholder proposal regarding limitationAmendment to the Amended and Restated Certificate of accelerated executive payIncorporation of Duke Energy Corporation to eliminate supermajority requirements		Page 7268		FOR		Vote against		Vote against		80% of the outstanding shares
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PROPOSAL 6		Shareholder proposal regarding providing an annual report on Duke Energy's lobbying expenses		Page 69		AGAINST		Do not count		Vote against		Majority of shares represented
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PROPOSAL 67		Shareholder proposal regarding political contribution disclosurepreparing an assessment of the impacts on Duke Energy's portfolio of climate change consistent with a two degree scenario		Page 7571		AGAINST		Do not count		Vote against		Majority of shares represented
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PROPOSAL 78		Shareholder proposal regarding proxy accessproviding a report on the public health risks of Duke Energy's coal use		Page 7773		AGAINST		Do not count		Vote against		Majority of shares represented
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4    DUKE ENERGY – 2017 Proxy Statement

Table of Contents

20142016 Business Highlights

20142016 was a pivotal year for Duke Energy. We completed a multiyear transformation of challenges, but also a year that showed the great resolveour business portfolio, maintained strong earnings growth in our core businesses and determination of Duke Energy as the Company continued to advance itsincrease our dividend for the benefit of our shareholders. With our transition complete, our strategy for the next decade is clear. We see great opportunities ahead and deliver significant benefits to itsremain focused on investing in infrastructure our customers investors, communitiesvalue and employees:delivering sustainable growth for our investors. We will do this while building on our foundation of customer satisfaction and stakeholder engagement, all while remaining focused on safety, operational excellence and the environment.

•

First, safety, which isSafety remains our top priority. We did not meetimproved on our objective forindustry-leading performance from 2015, reducing our total incident case rate and OSHA-reportable employee safety incidents. And in 2016, we had no employeework-related fatalities.

•

We also reduced reportable environmental events by 17% from last year and contractor fatalitiescontinued to advance our efforts to permanently close our coal ash basins in 2014 as we tragically lost four teammates duringways that protect people and the year. Our goal is for eachenvironment.

•

We have completed our multi-year transition to a more stable business mix by focusing on our core regulated and highly-contracted businesses. We expanded our natural gas platform and capabilities by acquiring Piedmont Natural Gas Company, Inc. We also completed the sale of our employeesLatin American generation business, whose earnings introduced volatility to our consolidated results. Today's Duke Energy, with scale and contractorsa portfolio of complementary businesses, is well-positioned to return safelydeliver predictable, stable earnings and cash flows to their families each day. Our performanceour investors.

•

We are making significant investments to strengthen and modernize our energy grid, generate cleaner energy through natural gas and renewables, and by building natural gas infrastructure to support the growing need of this important resource. Reducing our carbon footprint is important to many in this area during 2014 was not acceptableour communities, and we are refocusingremain focused on being a leader with environmental stewardship at the forefront of our effortsplans.

•

Our total shareholder return ("TSR") was 13.5% in 2016, compared to negative 10.8% in 2015. The total shareholder return of the Philadelphia Utility Index ("UTY") was 17.4% in 2016, compared to negative 6.3% in 2015.

•

The efficient, reliable and safe operational performanceDuring 2016, we increased the dividend payment to our shareholders by approximately four percent, reflecting our confidence in the strength of our fleet and gridcore businesses. This is critical to the service we provide to our customers. Our nuclear fleet of 10,500 megawatts achieved a capacity factor of approximately 93%, the 16^th consecutive year above 90%. Additionally, our system met record customer demands during the 2014 polar vortex, and we quickly and safely responded to over 1.7 million customer outages following two major ice storms in February and March. We also continued to achieve significant savings from our 2012 merger with Progress Energy. We are well on track to achieve the $687 million customer fuel and joint dispatch savings commitment we made to Duke Energy's customers in the Carolinas over the first five years of the merger. The efficiency and diversity of our system helps us maintain customer rates below national averages in each of our jurisdictions.

•

We made significant progress in advancing our coal ash management practices as we responded to the early February 2014 coal ash accident at our Dan River site. We have begun to accelerate plans to close ash basins across our system. We have formed a new internal organization to manage all coal combustion products and an advisory board of independent experts in engineering, waste management, environmental science and risk analysis.

•

We advanced $8 billion in growth initiatives during the year as we made investments to continue to meet the needs of our customers in the future. These investments consist of new gas-fired and solar generation in our regulated businesses, natural gas pipeline infrastructure and upgrades to the grid.

•

During the year, we made strides to tighten our strategic alignment. In February, we announced an intent to exit our Midwest commercial generation business. In August, we announced an agreement to sell this portfolio of nonregulated assets to Dynegy for $2.8 billion in cash. We are still awaiting final Federal Energy Regulatory Commission approval and expect to close the transaction by mid-2015.

•

We achieved strong financial performance during 2014, which is important to maintaining the confidence of our investors.

o

We increased our quarterly dividend payment by approximately 2% during the year, the seventhtenth consecutive year of annual dividend growth. Additionally, 2014 wasIt also marked the 8890^th consecutive year that Duke Energy has paid a quarterly cash dividend on its common stock. At the end of 2014, our dividend yield was approximately 3.8%.

stock, a record we expect to continue for shareholders, who rely on a steady and growing dividend.

o

We achieved a total shareholder return ("TSR") of 26.4% compared to the 28.9% TSR of the Philadelphia Utility Index.

Board Representation

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* Board representation statistics as of March 6, 2017. ​ DUKE ENERGY – 2017 Proxy Statement    5 ​ Table of Contents Board Nominees (page 11)                 Independent (Yes/No)                 Director since           Other Public Company Boards Name   Age   Occupation   Yes   No   Committee Memberships ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ Michael J. Angelakis   52   2015   Chairman and Chief Executive Officer, Atairos Management, L.P.   ü   ​   • Audit • Finance and Risk Management   • Hewlett Packard Enterprise • Groupon, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Michael G. Browning Independent Lead Director   70   2006   Chairman, Browning Consolidated, LLC   ü       • Compensation • Corporate Governance • Finance and Risk Management   • None ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ Theodore F. Craver, Jr.   65   2017   Retired Chairman, President and Chief Executive Officer, Edison International   ü   ​   • Finance and Risk Management • Regulatory Policy and Operations   • None ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Daniel R. DiMicco   66   2007   Chairman Emeritus, Retired President and Chief Executive Officer, Nucor Corporation   ü       • Corporate Governance • Nuclear Oversight   • None ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ John H. Forsgren   70   2009   Retired Vice Chairman, Executive Vice President and Chief Financial Officer, Northeast Utilities   ü   ​   • Audit • Finance and Risk Management   • None ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lynn J. Good Chairman   57   2013   Chairman, President and Chief Executive Officer, Duke Energy Corporation         • None   • The Boeing Company ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ John T. Herron   63   2013   Retired President, Chief Executive Officer and Chief Nuclear Officer, Entergy Nuclear   ü   ​   • Nuclear Oversight • Regulatory Policy and Operations   • None ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ James B. Hyler, Jr.   69   2012   Retired Vice Chairman and Chief Operating Officer First Citizens BancShares, Inc.   ü       • Audit • Regulatory Policy and Operations   • None ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ William E. Kennard   60   2014   Non-Executive Chairman, Velocitas Partners, LLC   ü   ​   • Corporate Governance • Finance and Risk Management • Regulatory Policy and Operations   • AT&T Inc. • Ford Motor Company • MetLife, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ E. Marie McKee   66   2012   Retired Senior Vice President, Corning Incorporated   ü       • Audit • Compensation   • None ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ Charles W. Moorman IV   65   2016   President and Chief Executive Officer, Amtrak   ü   ​   • Compensation • Nuclear Oversight   • Chevron Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carlos A. Saladrigas   68   2012   Chairman, Regis HR Group   ü       • Audit • Compensation   • None ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ Thomas E. Skains   60   2016   Retired Chairman, President and Chief Executive Officer, Piedmont Natural Gas Company, Inc.   ü   ​   • Nuclear Oversight • Regulatory Policy and Operations   • BB&T Corporation • National Fuel Gas Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ William E. Webster, Jr.   63   2016   Retired Executive Vice President, Industry Strategy for the Institute of Nuclear Power Operations   ü       • Nuclear Oversight • Regulatory Policy and Operations   • None ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6    DUKE ENERGY – 2017 Proxy Statement ​– 2015 Proxy Statement    5

Table of Contents

Board Nominees (page 11)

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Corporate Governance Highlights (page 27)29)

Shareholder Engagement (page 23)

As part of Duke Energy's commitment to corporate governance, we have instituted a corporate governancean engagement program to discuss our corporate governance practices and obtain feedback from our shareholders on our corporate governance and executive compensation practices. During the Fall 2014 corporate governance engagement program,fall of 2016, the CompanyCorporation reached out to holders of approximately 33% of our outstanding shares and met with the holders of approximately 25%20% of our outstanding shares to discuss among othera variety of topics including executive compensation, sustainability, social and governance issues boardsuch as coal ash management, Board structure, Board succession planning and director refreshment, as well asonboarding. We also discussed the shareholder proposals whichthat were voted on at the 20142016 Annual Meeting, including a majority supported shareholder proposal to eliminate supermajority requirements in our Amended and Restated Certificate of Shareholders, includingIncorporation. As a result of the right forCorporation's engagement on this shareholder proposal, the Board is recommending to shareholders at this Annual Meeting that they approve an amendment to call a special shareholder meeting,the Corporation's Amended and political contribution disclosure.Restated Certificate of Incorporation to eliminate supermajority requirements. A more complete discussion of our corporate governance engagement program is included on page 23.

DUKE ENERGY – 2017 Proxy Statement    7

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Executive Compensation Highlights (page 37)39)

Named Executive Officers (page 37)

Principles and Objectives (page 37)

Our executive compensation program is designed to:

•

Link pay to performance

•

Attract and retain talented executive officers and key employees

•

Emphasize performance-based compensation to motivate executives and key employees

•

Reward individual performance

•

Encourage long-term commitment to Duke Energy and align the interests of executives with shareholders

We meet these objectives through the appropriate mix of compensation, including:

•

Base salary

•

Short-term incentives

•

Long-term incentives

Table of Contents

2014Key Executive Total Compensation MixFeatures (page 38)44)

DUKE ENERGY – 2017 Proxy Statement    9

Table of Contents

May 7, 20154, 2017

10:00 a.m.12:30 p.m. Eastern Time
O.J. Miller Auditorium
526 South Church Street
Charlotte, NC 28202Online at duke-energy.onlineshareholdermeeting.com

We will convene the Annual Meeting of Shareholders of Duke Energy Corporation ("Annual Meeting") on Thursday, May 7, 2015,4, 2017, at 10:00 a.m. in the O.J. Miller Auditorium located12:30 p.m. Eastern Time online via live webcast at 526 South Church Street in Charlotte, North Carolina.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 accountantaccounting firm for 2015;2017;

3.

Advisory vote to approve Duke Energy Corporation's named executive officer compensation;

4.

ApprovalAdvisory vote on the frequency of the vote on executive compensation;

5.

Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation 2015 Long-Term Incentive Plan;to eliminate supermajority requirements;

5.6.

A shareholder proposal regarding limitation of accelerated executive pay;providing an annual report on Duke Energy's lobbying expenses;

6.7.

A shareholder proposal regarding political contribution disclosure;preparing an assessment of the impacts on Duke Energy's portfolio of climate change consistent with a two degree scenario;

7.8.

A shareholder proposal regarding proxy access;providing a report on the public health risks of Duke Energy's coal use; and

8.9.

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 9, 2015,6, 2017, are entitled to vote at the Annual Meeting by visitingduke-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 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 Shareholders. It is importantthe 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 your shares are represented at this meeting.you can enter by visitingwww.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 willare again be using the Securities and Exchange Commission ("SEC") rule that allows us to provideproviding our proxy materials to our shareholders via the Internet.internet. By doing so, most of our shareholders will only receive a noticethe Notice containing instructions on how to access the proxy materials via the Internetinternet 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.Notice. If you receive paper copies of the proxy materials, we ask you to consider signing up to receive these materials electronicallyvia the internet in the future by following the instructions contained in this proxy statement. By delivering proxy materials electronically,via the internet, we can reduce the consumption of natural resources and the cost of printing and mailing our proxy materials.

Whether or not you expect to be present at the Annual Meeting of Shareholders, pleasePlease 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 26, 2015[·], 2017		By order of the Board of Directors, Julia S. Janson Executive Vice President, Chief Legal Officer and Corporate Secretary

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PROPOSAL 1:     ELECTION OF DIRECTORS

The Board of Directors of Duke Energy has nominated the following 14 candidates to serve on the Board. We have a declassified Board of Directors, which means all of the directors are voted on every year at the Annual Meeting of Shareholders.Meeting.

If any director is unable to stand for election, the Board of Directors may reduce the number of directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute director. We do not expect that any nominee will be unavailable or unable to serve. The Corporate Governance Committee, comprised of only independent directors, has recommended the following current directors as nominees for director and the Board of Directors has approved their nomination for election. TwoOne of our current directors, Messrs. Bernhardt and Reinsch,Ms. Gray, will be retiring at our 2015 Annual Meeting of Shareholders in accordance with our Principles for Corporate Governance. Therefore, they areshe is not nominated for re-election.

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Board Biographical Information, Skills and Qualifications

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Michael G. BrowningJ. Angelakis
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 6852 Director of Duke Energy since 2015 Chairman and Chief Executive Officer, Atairos Management, L.P.		Skills and Qualifications: • Mr. Angelakis' qualifications for election include his management and financial expertise as well as his risk management experience obtained as a senior executive at a large company.		Committees: • Audit Committee • Finance and Risk Management Committee Other current public directorships: • Hewlett Packard Enterprise Co. • Groupon, Inc.
Mr. Angelakis serves as Chairman and Chief Executive Officer of Atairos Management, L.P., a private investment firm. Prior to that he served as Vice Chairman and Chief Financial Officer at Comcast Corporation from March 28, 2007, until July 31, 2015.
Michael G. Browning
​	​	​	​	​	​	​
Independent Director Nominee Independent Lead Director
		Age: 70 Director of Duke Energy since 2006 Chairman, Browning Consolidated, LLC		Skills and Qualifications: • Mr. Browning's qualifications for election include his management experience and his knowledge and understanding of Duke Energy's Midwest service territory. Mr. Browning's financial and investment expertise adds a valuable perspective to the Board and its committees.		Committees: • AuditCompensation Committee • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships: • None
Mr. Browning has been Chairman of Browning Consolidated, LLC (and its predecessor), a real estate development firm, since 1981 and served as President from 1981 until 2013. He also serves as owner, general partner or managing member of various real estate entities. Mr. Browning is a former director of Standard Management Corporation, Conseco, Inc. and Indiana Financial Corporation. Mr. Browning has served as Independent Lead Director since January 1, 2016.

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PROPOSAL 1:    ELECTION OF DIRECTORS

Harris E. DeLoach,Theodore F. Craver, Jr.
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 7065 Director of Duke Energy since 2012 2017 Retired Chairman, President and Chief Executive Chairman, Sonoco Products CompanyOfficer, Edison International		Skills and Qualifications: • Mr. DeLoach'sCraver's qualifications for election include his experience as Chief Executive Officer of Edison International which gives him in-depth knowledge of the utility industry and its regulations, including environmental regulations, particularly in Duke Energy's South Carolina service territory,as well as his financial experience as a result of hissenior finance executive prior to becoming Chief Executive Officer. In addition, Mr. Craver's experience leadingwith grid cybersecurity as a public company with global manufacturing operations headquartered in South Carolina. His familiarity with the economic and business development issues facing the communities we serve is also extremely valuable to the Board and its committees. As a former practicing attorney and a board member of other public and privately held companies, he also brings in-depth legal and board governance experience.the Steering Committee of the Electric Subsector Coordinator Council ("ESCC") gives him insight into this crucial area for the Corporation.		Committees: • Corporate GovernanceFinance and Risk Management Committee • Nuclear OversightRegulatory Policy and Operations Committee Other current public directorships: • Sonoco Products CompanyNone
Mr. DeLoach has served asCraver was Chairman, President and Chief Executive ChairmanOfficer of Sonoco Products Company,Edison International, the parent company of a manufacturer of paperboardlarge California utility and paper and plastic packaging products, since March 2013. He previouslyvarious competitive electric businesses, from 2008 until his retirement in 2016. From 2005 to 2007, Mr. Craver served as Chief Executive Officer of Sonoco Products CompanyEdison Mission Energy, a subsidiary of Edison International. Prior to his appointment as Chief Executive Officer of Edison Mission Energy, Mr. Craver served as Chief Financial Officer of Edison International from July 2000 to March 20132004. He started at Edison International in 1996 after leaving First Interstate Bancorp where he was Executive Vice President and ChairmanCorporate Treasurer. Mr. Craver is a former member of the Sonoco Products BoardESCC, the organization which is the principal liaison between the federal government and the electric power sector responsible for coordinating efforts to prepare for, and respond to, national-level disasters or threats to critical infrastructure. Mr. Craver currently serves as a member of Directors from April 2005 to March 2013. Prior to joining Sonoco Products in 1986, Mr. DeLoach was in a private law practice and served as an outside counsel to Sonoco Products for 15 years.

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PROPOSAL 1:    ELECTION OF DIRECTORS

						the Economic Advisory Council of the Federal Reserve Bank of San Francisco.
Daniel R. DiMicco
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 6466 Director of Duke Energy since 2007 Chairman Emeritus, Retired President and Chief Executive Officer, Nucor Corporation		Skills and Qualifications: • Mr. DiMicco's qualifications for election include his management experience, including his experience as Chief Executive Officer of a Fortune 500 company and successfully operating a company serving many constituencies. In addition, Mr. DiMicco's experience as Chief Executive Officer of a large industrial corporation provides a valuable perspective on Duke Energy's industrial customer class as well as extensive knowledge of the environmental regulations in Duke Energy's Carolinas and Midwest territories.		Committees: • Corporate Governance Committee • Nuclear Oversight Committee Other current public directorships: • None
Mr. DiMicco has served as Chairman Emeritus of Nucor Corporation, a steel company, since December 2013. From January 2013 until December 2013, Mr. DiMicco served as Executive Chairman of Nucor Corporation from January 2013 until December 2013, and as Chairman from May 2006 tountil December 2012,2012. He served as Chief Executive Officer from September 2000 tountil December 2012 and President from September 2000 tountil December 2010. HeMr. DiMicco was a member of the Nucor Boardboard of Directorsdirectors from 2000 tountil 2013. Mr. DiMicco is a former chair of the American Iron and Steel Institute.

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PROPOSAL 1:    ELECTION OF DIRECTORS

John H. Forsgren
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 6870 Director of Duke Energy since 2009 Retired Vice Chairman, Executive Vice President and Chief Financial Officer, Northeast Utilities		Skills and Qualifications: • As a former Vice Chairman and Chief Financial Officer of a large utility company prior to his retirement, Mr. Forsgren's qualifications for election include financial and risk management expertise as well as extensive knowledge of the energy industry, the regulatory environment within the industry and insight on renewable energy.		Committees: • Finance and Risk ManagementAudit Committee • Nuclear OversightFinance and Risk Management Committee Other current public directorships: • The Phoenix Companies, Inc.None
Mr. Forsgren has been Chairman of The Phoenix Companies, Inc. since 2013 and was Vice Chairman, Executive Vice President and Chief Financial Officer of Northeast Utilities from 1996 until his retirement in 2004. He is a former director of The Phoenix Companies, Inc., CuraGen Corporation and Neon Communications Group, Inc.

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PROPOSAL 1:    ELECTION OF DIRECTORS

Lynn J. Good
​	​	​	​	​	​	​
Non-Independent Director Nominee Vice Chairman of the Board
		Age: 5557 Director of Duke Energy since 2013 Vice Chairman, President and Chief Executive Officer, Duke Energy Corporation		Skills and Qualifications: • Ms. Good is our Chief Executive Officer and was previously our Chief Financial Officer. Her knowledge of the affairs of Duke Energy and its business and her experience in the energy industry provide valuable resources for the Board.		Committees: • None Other current public directorships: • Hubbell IncorporatedThe Boeing Company
Ms. Good has served as Vice Chairman, President and Chief Executive Officer and a member of the Board of Directors of Duke Energy since January 1, 2016, and was Vice Chairman, President and Chief Executive Officer of Duke Energy from July 2013.2013 through December 2015. She served as Executive Vice President and Chief Financial Officer of Duke Energy from July 2009 throughuntil June 2013.
Ann Maynard Gray
​	​	​	​	​	​	​
Independent Director Nominee Chairman of the Board
		Age: 69 Director of Duke Energy since 1997 Retired Vice President, ABC, Inc. and President, Diversified Publishing Group, ABC,  Inc.		Skills and Qualifications: • Ms. Gray's qualifications for election include her business experience, both from a management perspective and as a result of her experience as a director at several public companies. Ms. Gray's public company experience has also given her in-depth knowledge of governance principles, which she utilizes on a variety of matters, including, among other things, succession planning, executive compensation and corporate governance.		Committees: • Compensation Committee • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships: • The Phoenix Companies, Inc.
Ms. Gray was President of Diversified Publishing Group of ABC, Inc., a television, radio and publishing company, from 1991 until 1997 and was a Corporate Vice President of ABC, Inc. and its predecessors from 1979 to 1998. Ms. Gray She is a former director of Elan Corporation, plc and former trustee of JPMorgan Funds.Hubbell Incorporated.

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PROPOSAL 1:    ELECTION OF DIRECTORS

James H. Hance, Jr.John T. Herron
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 7063 Director of Duke Energy since 2005 Retired Vice Chairman and Chief Financial Officer, Bank of America Corporation		Skills and Qualifications: • Mr. Hance's qualifications for election include his management and financial experience as Vice Chairman and Chief Financial Officer of one of our nation's largest financial institutions, his broad background as a director of a number of large financial and industrial corporations, and his expertise in finance and risk management.		Committees: • Audit Committee • Compensation Committee • Finance and Risk Management Committee Other current public directorships: • Acuity Brands, Inc. • Cousins Properties Incorporated • Ford Motor Company • The Carlyle Group, LP
Mr. Hance was Vice Chairman of Bank of America from 1993 until his retirement in 2005 and served as Chief Financial Officer from 1988 to 2004. Since retiring in 2005, Mr. Hance has served as a director for various public companies. He is a certified public accountant and spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). He is a former director of Bank of America, Rayonier Inc., Morgan Stanley, EnPro Industries, Inc. and Sprint-Nextel Corporation. Mr. Hance also serves as an operating executive of The Carlyle Group, LP and is a member of its board of directors.
John T. Herron
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 61 Director of Duke Energy since 2013 Retired President, Chief Executive Officer and Chief Nuclear Officer, Entergy Nuclear		Skills and Qualifications: • Mr. Herron's qualifications for election include his knowledge and extensive insight gained as a senior executive in the utility industry, including his three decades of experience in nuclear energy. During Mr. Herron's career, he has gained significant regulatory and risk management expertise, which is an asset to the Board and its committees.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Mr. Herron was President, Chief Executive Officer and Chief Nuclear Officer of Entergy Nuclear from 2009 until his retirement in 2013. Mr. Herron joined Entergy Nuclear in 2001 and held a variety of positions. He began his career in nuclear operations in 1979 and has held positions at a number of nuclear stations across the country. Mr. Herron is a director of Ontario Power Generation and also has served on the Institute of Nuclear Power Operations' board of directors.

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PROPOSAL 1:    ELECTION OF DIRECTORS

James B. Hyler, Jr.
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 6769 Director of Duke Energy since 2012 Managing Director, Morehead Capital Management, LLC Retired Vice Chairman and Chief Operating Officer, First Citizens BancShares, Inc.		Skills and Qualifications: • Mr. Hyler's qualifications for election include his understanding of Duke Energy's North Carolina service territory and his knowledge and expertise in financial services, corporate finance and risk management.		Committees: • Audit Committee • Finance and Risk Management Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Mr. Hyler is Managing Director of Morehead Capital Management, LLC, a firm which invests in and acquires companies in various industries, since December 2011. He retired aswas Vice Chairman and Chief Operating Officer of First Citizens BankBancShares, a company involved in 2008, having served in these positionscommercial banking, from 1994 until 2008. Mr. Hyler was2008, President of First Citizens Bank from 1988 tountil 1994, and was Chief Financial Officer of First Citizens Bank from 1980 tountil 1988. Prior to joining First Citizens Bank,BancShares, Mr. Hyler was an auditor with Ernst & Young for 10 years. Mr. Hyler served as a director of First Citizens BancShares from 1988 until 2008.2008, and as Managing Director of Morehead Capital Management, LLC from December 2011 until December 2015.

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PROPOSAL 1:    ELECTION OF DIRECTORS

William E. Kennard
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 5860 Director of Duke Energy since 2014 Non-Executive Chairman, Velocitas Partners, LLC		Skills and Qualifications: • Mr. Kennard's qualifications for election include his considerable experience and knowledge of the regulatory arena, as well as his financial knowledge, legal knowledge and international perspective. As former Chairman of the Federal Communications Commission, Mr. Kennard also has a great deal of expertise in technology, which is extremely valuable to the Board and its committees.		Committees: • Corporate Governance Committee • Finance and Risk Management Committee • Regulatory Policy and Operations Committee Other current public directorships: • AT&T Inc. • Ford Motor Company • MetLife, Inc.
Mr. Kennard is Non-Executive Chairman of Velocitas Partners, LLC, an asset management and advisory firm, since November 2014, as well as a member of the Operating Executive Committee of Staple Street Capital, a private equity firm. Prior to joining Velocitas Partners, LLC, Mr. Kennard served as Senior Advisor at Grain Management from October 2013 tountil November 2014; U.S. Ambassador to the European Union from 2009 tountil August 2013; Managing Director of The Carlyle Group from 2001 tountil 2009; and Chairman of the Federal Communications Commission from 1997 tountil 2001. Mr. Kennard holds a law degree from Yale Law School.

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PROPOSAL 1:    ELECTION OF DIRECTORS

E. Marie McKee
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 6466 Director of Duke Energy since 2012 Retired Senior Vice President, Corning Incorporated		Skills and Qualifications: • Ms. McKee's qualifications for election include her experience in human resources, which provides her with a thorough knowledge of employment and compensation practices. Her prior experience as a senior executive of Corning Incorporated has also given her excellent operating skills and an understanding of financial matters.		Committees: • Audit Committee • Compensation Committee • Corporate Governance Committee Other current public directorships: • None
Ms. McKee is a retired Senior Vice President of Corning Incorporated, a manufacturer of components for high-technology systems for consumer electronics, mobile emissions controls, telecommunications and life sciences. Ms. McKee has over 35 years of experience obtained at Corning, where she held a variety of management positions with increasing levels of responsibility, including Senior Vice President of Human Resources from 1996 tountil 2010; President of Steuben Glass;Glass from 1998 until 2008; and President of The Corning Museum of Glass and The Corning Foundation from 1998 tountil 2014.

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PROPOSAL 1:    ELECTION OF DIRECTORS

Richard A. MeserveCharles W. Moorman IV
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 7065 Director of Duke Energy since 20152016 President Emeritus, Carnegie Institution for Scienceand Chief Executive Officer, Amtrak		Skills and Qualifications: • Dr. Meserve'sMr. Moorman's qualifications for election include technical, legal, regulatoryexperience in business, finance, technology, strategy, risk management and safety and environmental issues as a result of his career at a large public policy expertisecompany in numerous areas, including nuclear power, energy policy, environmentalthe freight and climate change, as well as leadership and business skills developed as an executive and a director of, and an advisor to, national and international scientific, research and legal organizations.transportation industry.		Committees: • Nuclear OversightCompensation Committee • Regulatory Policy and OperationsNuclear Oversight Committee Other current public directorships: • Pacific Gas and Electric CompanyChevron Corporation
Dr. MeserveMr. Moorman is the President Emeritusand Chief Executive Officer of Amtrak, the Carnegie Institution for Science and has held that position since April 2003.nation's passenger railroad. He has served on a part-time basisin this position since August 19, 2016. Previously, Mr. Moorman served as SeniorChairman and Chief Executive Officer of CounselNorfolk Southern Corporation and was Special Advisor to the international law firmChief Executive Officer of Covington & Burling LLP since April 2004.Norfolk Southern from October 1, 2015, until December 31, 2015. Prior to joining the Carnegie Institution for Science, Dr. Meserve washis retirement, he served as Chairman of the U.S. Nuclear Regulatory Commission. He also served as a partnerBoard at the law firm of Covington & Burling LLP. He previously served as a member of the Blue Ribbon Commission on America's Nuclear Future (chartered by the Secretary of Energy)Norfolk Southern from 2010 to 2012, as legal counsel to President Carter's science and technology advisor,2006 until 2015 and as a law clerk to Justice Harry A. Blackmun of the U.S. Supreme Court. Dr. Meserve is Chairman of the International Nuclear Safety Group, which is chartered by the International Atomic Energy Agency. He currently is co-chairman of the U.S. Department of Energy's Nuclear Energy Advisory Committee and a member of the Secretary of Energy Advisory Board.

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PROPOSAL 1:    ELECTION OF DIRECTORS

						Chief Executive Officer from 2005 until 2015.
James T. RhodesCarlos A. Saladrigas
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 7368 Director of Duke Energy since 2001 Retired Chairman, President and Chief Executive Officer, Institute of Nuclear Power Operations		Skills and Qualifications: • Dr. Rhodes' qualifications for election include his management experience as Chief Executive Officer of a large non-profit organization in the energy industry, as well as his in-depth knowledge of the energy and nuclear industry and expertise in risk management.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Dr. Rhodes was Chairman and Chief Executive Officer of the Institute of Nuclear Power Operations, a non-profit corporation promoting safety, reliability and excellence in nuclear plant operation, from 1998 to 1999 and Chairman, President and Chief Executive Officer from 1999 until his retirement in 2001.
Carlos A. Saladrigas
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 66 Director of Duke Energy since 2012 Chairman, Regis HR Group and Chairman, Concordia Healthcare Holdings, LLC		Skills and Qualifications: • Mr. Saladrigas' qualifications for election include his extensive expertise in thehealth care, human resources, financial services and accounting arenas, as well as his understanding of Duke Energy's Florida service territory.		Committees: • Audit Committee • Compensation Committee • Regulatory Policy and Operations Committee Other current public directorships: • Advance Auto Parts, Inc.None
Mr. Saladrigas is Chairman of Regis HR Group, which offers a full suite of outsourced human resources services to small and mid-sized businesses. He has served in this position since July 2008. Mr. Saladrigas also servesserved as Chairman of Concordia Healthcare Holdings, LLC, which specializes in managed behavioral health, since January 2011. Hefrom 2011 until 2017. Prior to joining Regis HR Group and Concordia Healthcare Holdings, LLC, he served as Vice Chairman, from 2007 tountil 2008, and Chairman, from 2002 tountil 2007, of Premier American Bank in Miami, Florida.Bank. Mr. Saladrigas served as Chief Executive Officer of ADP Total Source (previously the Vincam Group, Inc.) from 1984 tountil 2002.

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PROPOSAL 1:    ELECTION OF DIRECTORS

Thomas E. Skains
​	​	​	​	​	​	​
Independent Director Nominee
		Age: 60 Director of Duke Energy since 2016 Retired Chairman, President and Chief Executive Officer, Piedmont Natural Gas Company, Inc.		Skills and Qualifications: • Mr. Skains' qualifications for election include his extensive knowledge of the natural gas industry and public company governance and strategy, and his experience as a corporate energy attorney allows insight on legal and regulatory compliance matters.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • BB&T Corporation • National Fuel Gas Company
Mr. Skains was Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. ("Piedmont Natural Gas"), a national natural gas distributor, until his retirement in 2016. He served as Chairman of Piedmont Natural Gas from December 2003 until October 2016, Chief Executive Officer from February 2003 until October 2016, and as President from February 2002 until October 2016. Previously, he served as Chief Operating Officer of Piedmont Natural Gas from February 2002 until February 2003. From 1995 until 2002, he served as Senior Vice President, Marketing and Supply Services and directed Piedmont Natural Gas' commercial natural gas activities.
William E. Webster, Jr.
​	​	​	​	​	​	​
		Age: 63 Director of Duke Energy since 2016 Retired Executive Vice President, Institute of Nuclear Power Operations		Skills and Qualifications: • Mr. Webster's qualifications for election include his extensive knowledge gained during his 34 years in the nuclear industry which has given him regulatory expertise as well as unique insight into best practices in engineering and risk management which is an asset to the Board and its committees.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Mr. Webster was Executive Vice President of Industry Strategy for the Institute of Nuclear Power Operations ("INPO"), a nonprofit organization that promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants, until his retirement in June 2016. Mr. Webster has 34 years of experience obtained at INPO where he held a variety of management positions in the Industry Evaluations, Plant Support, Engineering Support and Plant Analysis and Emergency Preparedness divisions prior to his retirement.
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Majority Voting for the Election of Directors

Under the Amended and RestatedCorporation's By-Laws, in an uncontested election at which a quorum is present, a director-nominee will be elected if the number of shares votedvotes cast "FOR" the nominee's election exceeds the number of votes withheldcast as "WITHHOLD" from that nominee's election. Abstentions and broker non-votes do not count. In addition, the CompanyCorporation has a resignation policy in its Principles for Corporate Governance which requires an incumbent Director who has more votes withheldcast as "WITHHOLD" from that nominee's re-election than votes cast "FOR" his or her re-election to tender his or her letter of resignation for consideration by the Corporate Governance Committee of the Company'sCorporation's Board of Directors.

In contested elections, Directors will continue to be elected by plurality vote. For purposes of the Amended and Restated By-Laws, a "contested election" is an election in which the number of nominees for director is greater than the number of directors to be elected.

The Board of Directors Recommends a Vote "FOR" Each Nominee.

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INFORMATION ON THE BOARD OF DIRECTORS

Our Board Leadership Structure

Our Board of Directors is currently structured with an independentLynn J. Good serves as the Corporation's Chairman, of the Board and a separate Vice Chairman who is also our President and Chief Executive Officer. On December 31, 2013, Ann Maynard Gray, previously the Company's independent lead director, became Chairman of the Board. Our President and Chief Executive Officer, Lynn Good, assumed the role of Vice Chairman in July 2013.

The Board of Directors believes that combining the CompanyChairman and Chief Executive Officer roles fosters clear accountability, effective decision-making and execution of corporate strategy.

The Board regularly evaluates the leadership structure of the Corporation and may consider alternative approaches, as appropriate, over time. Though the Board is currently structured with a combined Chairman and Chief Executive Officer, the Board believes that the Corporation and its shareholders are best served by the Board retaining discretion to determine the appropriate leadership structure for the Company based on what it believes is best for the CompanyCorporation at a particular point in time, including whether the same individual should serve as both Chairman and Chief Executive Officer, and Chairman of the Board, or whether the roles should be separate. In

Michael G. Browning serves as the eventCorporation's Independent Lead Director and has served in that role since January 2016. Mr. Browning's responsibilities, which meet the Boardlatest corporate governance standards set by the National Association of Corporate Directors, determines thatinclude, among other things:

•

leading, in conjunction with the same individual should holdCorporate Governance Committee, the positionsprocess for the review of the Chief Executive Officer and the Board;

•

presiding at the executive sessions of the independent members of the Board;

•

assisting the Chairman and the Chief Executive Officer in setting, reviewing and approving agendas and schedules of Board meetings;

•

calling meetings of the independent members of the Board when necessary and appropriate;

•

developing topics for discussion during executive sessions of the Company'sBoard;

•

consulting with the Corporate Governance Committee on the Board's annual self-assessment;

•

assisting the Chairman and the Chief Executive Officer to promote the efficient and effective performance and functioning of the Board; and

•

being available for consultation and direct communication with the Corporation's major shareholders.

A complete list of the responsibilities of our Independent Lead Director is included in our Principles for Corporate Governance, provide for an independent lead director to be appointed from among the independent directors.

Our independent Chairmana copy of the Board presideswhich is posted on our website at the regularly scheduled executive sessions of the non-management/independent directors.www.duke-energy.com/our-company/investors/corporate-governance/principles-corp-governance.

Director AttendanceIndependence of Directors

The Board of Directors has determined that none of the directors, other than Ms. Good, has a material relationship with Duke Energy met 11 times during 2014or its subsidiaries, and has met 4 times so far in 2015. The overall attendance percentage for our directors was approximately 98% in 2014, and no director attended less than 75%all are, therefore, independent under the listing standards of the totalNYSE and the rules and regulations of the Board of Directors' meetings andSEC.

In making the meetings of the committees upon which he or she served in 2014. Directors are encouraged to attend the Annual Meeting of Shareholders. All members ofdetermination regarding each director's independence, the Board of Directors attendedconsidered all transactions and the materiality of any relationship with Duke Energy's last Annual MeetingEnergy and its subsidiaries in light of Shareholders on May 1, 2014.

Independence of Directors
all facts and circumstances.

The Board of Directors may determine a director to be independent if the Board of Directors has affirmatively determined that the director has no material relationship with Duke Energy or its subsidiaries (references in this proxy statement to Duke Energy's subsidiaries shall mean its consolidated subsidiaries), either directly or as a shareholder, director, officer or employee of an organization that has a relationship with Duke Energy or its subsidiaries. Independence determinations are generally made on an annual basis at the time the Board of Directors approves director nominees for inclusion in the proxy statement and, if a director joins the Board of Directors in the interim, at such time.

The Board of Directors also considers its Standards for Assessing Director Independence, which set forth certain relationships between Duke Energy and directors and their immediate family members, or affiliated entities, that the Board of Directors, in its judgment, has deemed to be immaterial for purposes of assessing a director's independence. Duke Energy's Standards for Assessing Director Independence are linked on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-of-directors/independence.aspboard. In the event a director has a relationship with Duke Energy that is not addressed in the Standards for Assessing Director Independence, the Corporate Governance Committee, which is composed entirely of independent members of the Board, reviews the relationship and makes a recommendation to the independent members of Directorsthe Board who determine whether such relationship is material.

In making the determination regarding each director's independence,For Mr. Webster, the Board of Directors considered all transactionsa relationship between the Corporation and PriceWaterhouseCoopers ("PwC"), a firm that provides professional tax and other services from time to time to the materiality of any relationship with Duke EnergyCorporation and its subsidiaries in light of all facts and circumstances. In December 2013 and January 2014, the Company and the Duke Energy Foundation, respectively, entered into agreements with the North Carolina Chapter of The Nature Conservancy, for whomat which Mr. BernhardtWebster's brother-in-law is a trustee, to sponsor researchpartner. See Related Person Transactions on coastal conservation and adaptation in the Company's North and South Carolina service territories.page 78 for further information. The Board of Directors determined that this relationship was not material and diddoes not impair Mr. Bernhardt's independence because the agreements were made without any direct input from Mr. Bernhardt, and the associated project work has fulfilled, in part, the Company's obligation to make certain charitable contributions in the Duke Energy Progress, Inc. service territory in accordance with a merger commitment associated with the Company's merger with Progress Energy, Inc.Webster's independence.

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The Board of Directors has determined that none of the directors, other than Ms. Good, has a material relationship with Duke Energy or its subsidiaries, and all are, therefore, independent under the listing standards of the NYSE and the rules and regulations of the SEC.20    DUKE ENERGY – 2017 Proxy Statement

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Director Attendance

The Board of Directors of Duke Energy met seven times during 2016 and has met once so far in 2017. The overall attendance percentage for our directors was approximately 98% in 2016, and no director attended less than 86% of the total of the Board of Directors' meetings and the meetings of the committees upon which he or she served in 2016. Directors are encouraged to attend the Annual Meeting. Fifteen of the 16 directors who were directors at the time of last year's Annual Meeting on May 5, 2016, attended the 2016 Annual Meeting.

Board and Committee Assessments

Each year the Board, with the assistance of the Corporate Governance Committee, conducts an assessment of the Board of Directors, and each of its committees and the Committees.directors. The assessment process is facilitated by an independent adviser,advisor, which allows directors to provide anonymous feedback and promotes candidness among the directors. The results of the feedback are presented to the Board and Committeescommittees and discussed. This annual review and discussion provides continuous improvement in the overall effectiveness of the Directors, Committeesdirectors, committees and Board.

Board Role in Management Succession

The independent directors of the Board are actively involved in the Corporation's management succession planning process. Among the Corporate Governance Committee's responsibilities described in its Charter is to oversee continuity and succession planning. At least annually, the Corporate Governance Committee reviews the Chief Executive Officer succession plan and makes recommendations to the Board for the successor to the Chief Executive Officer. The Corporate Governance Committee also reports to the Board any concerns or issues that might indicate that organizational strengths are not equal to the requirements of long-range goals, and oversees the evaluation of the Chief Executive Officer.

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Board Oversight of Risk

The CompanyCorporation faces a myriad of risks, including operational, financial, strategic and reputational risks that affect every segment of its business. The Board of Directors is actively involved in the oversight of these risks in several ways. This oversight is conducted primarily through the Finance and Risk Management Committee of the Board but also through the other committees of the Board, as appropriate. The Board of Directors annuallyFinance and Risk Management Committee reviews the Company'sCorporation's enterprise risk assessmentprogram with management, including the Chief Risk Officer. This detailedThe enterprise risk assessment identifiesprogram includes the identification of a broad range of risks that affect the Company,Corporation, their probabilities and severity and reviewsincorporates a review of the Company'sCorporation's approach to managing and prioritizing those risks, based on input from the officers responsible for their management.the management of those risks.

Each committee of the Board is responsible for the oversight of certain areas of risk that pertain to that committee's area of focus. Throughout the year, each committee chair regularly reports to the full Board regarding the committee's considerations and actions relating to the risks within its area of focus.

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Shareholder Engagement

We conduct extensive governance reviews and investor outreach so that management and the Board understand and consider the issues that matter most to our shareholders and address them effectively. In 2014,2016, we further expanded our outreachreached out to include a formal outreach program to the holders of approximately 25%33% of Duke Energy's outstanding shares throughoutand met with holders of approximately 20% of Duke Energy's outstanding shares. We engaged with every shareholder who accepted our offer to meet.

The Corporation engaged with shareholders on numerous topics during the year.year, including executive compensation matters, sustainability, and social and governance issues such as the execution of the Corporation's coal ash management plans and the Board's oversight of coal ash management and other environmental concerns. We also discussed the combination of our Chairman and Chief Executive Officer roles, the strong role our Lead Independent Director plays in our Board structure and Board succession planning and director onboarding.

DuringAt the 2014Corporation's 2016 Annual Meeting, a shareholder proposal was voted on that requested the elimination of supermajority requirements in the Corporation's Amended and Restated Certificate of Incorporation. The supermajority voting proposal received the vote of a majority of the shares represented at the 2016 Annual Meeting. We discussed the outcome of this proposal with our shareholders during the fall engagement program. After considering the feedback it received from shareholders on the supermajority proposal, the Board of Directors decided to recommend to shareholders at the 2017 Annual Meeting that they approve an amendment to the Corporation's Amended and Restated Certificate of Incorporation that would eliminate the supermajority requirements contained in it.

In addition to our discussions with shareholders about supermajority requirements in our Amended and Restated Certificate of Incorporation during the 2016 corporate governance engagement program, the CompanyCorporation also discussed among other issues, board structure and director refreshment, as well aswith shareholders the shareholder proposals which were voted on at the 2014possibility of holding our Annual Meeting online via live webcast to get their feedback on best practices and their interest in participating via webcast. As a result of Shareholders, including the right for shareholders to call a special shareholder meeting, and political contribution disclosure. Thepositive feedback we received, the Board of Directors after consideringdecided to hold the feedback it received on these issues, amended Duke Energy's Amended and Restated By-Laws to give2017 Annual Meeting exclusively online via live webcast so that more of its shareholders holding 15% ofcould participate in the outstanding shares of Duke Energy common stock the right to call a special shareholder meeting. The Company has also committed to make changes to its disclosure of political contributions on the Company's website as well as to increase disclosure regarding the Board's oversight of the Company's political activity.Annual Meeting.

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Board of Directors Committees

The Board of Directors has the six standing, permanent committees described below:

Audit Committee

9Nine meetings held in 20142016

		Committee Members
		Carlos A. Saladrigas,Michael J. Angelakis, Chairperson, Financial Expert Michael G. Browning JamesJohn H. Hance, Jr.Forsgren James B. Hyler, Jr. E. Marie McKee Carlos A. Saladrigas, Financial Expert

Carlos A. SaladrigasMichael J. Angelakis

•

TheAudit Committee considers risks and matters related to financial reporting, internal controls, compliance and compliance.legal matters. As part of those responsibilities, the Audit Committee selects and retains aan independent registered public accounting firm of independent public accountants to conduct audits of the accounts of Duke Energy and its subsidiaries. It also reviews with the independent registered public accountantaccounting firm the scope and results of their audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and its subsidiaries, and makes reports and recommendations to the Board of Directors as it deems appropriate. The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by its independent registered public accountant.accounting firm. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levels that may be provided by the independent registered public accountantaccounting firm and will review such policy annually. See page 3436 for additional information on the Audit Committee's pre-approvalpreapproval policy.

•

The Board of Directors has determined that Messrs. HanceMr. Angelakis and Mr. Saladrigas are "audit committee financial experts" as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. See pages 1513 and 18 for a description of Messrs. Hance'sMr. Angelakis' and Mr. Saladrigas' business experience.

•

Each of the members has been determined to be "independent" within the meaning of the NYSE's listing standards, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company'sCorporation's Standards for Assessing Director Independence. In addition, each of the members meets the financial literacy requirements for audit committee membership under the NYSE's rules and the rules and regulations of the SEC.

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Compensation Committee

8Seven meetings held in 20142016

		Committee Members
		E. Marie McKee, Chairperson Ann Maynard GrayMichael G. Browning James H. Hance, Jr.Charles W. Moorman IV Carlos A. Saladrigas

E. Marie McKee

•

TheCompensation Committee establishes and reviews the overall compensation philosophy of the Company,Corporation, confirms that our policies and philosophy do not encourage excessexcessive or inappropriate risk-taking by our employees, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of, and approves changes to, compensation programs. This committeeThe Compensation Committee also makes recommendations to the Board of Directors on compensation for independent directors.

•

Management's role in the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our named executive officers, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation Committee meetings.

•

This committeeThe Compensation Committee has engaged Frederic W.FW Cook & Company, Inc. as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the committeeCompensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of the committee.Compensation Committee.

•

Each of the members of the Compensation Committee has been determined to be "independent" within the meaning of the NYSE's listing standards, Rule 10C-1(b) of the Exchange Act, and the Company'sCorporation's Standards for Assessing Director Independence; to be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"); and, to be "non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act.

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Corporate Governance Committee

7Six meetings held in 20142016

		Committee Members
		Ann Maynard Gray, Chairperson Michael G. Browning, Harris E. DeLoach, Jr. Chairperson Daniel R. DiMicco Ann Maynard Gray William E. Kennard E. Marie McKee

Ann Maynard GrayMichael G. Browning

•

TheCorporate Governance Committee considers risks and matters related to corporate governance, and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the Chief Executive Officer. This committeeThe Corporate Governance Committee also recommends to the Board of Directors the slate of nominees, including any nominees recommended by shareholders, for director for each year's annual meeting of shareholdersAnnual Meeting and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating a potential nominee. The committee alsoCorporate Governance Committee performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board of Directors. The Corporate Governance Committee also assists the Board in its annual determination of director independence and review of any related person transactions.transactions as well as the Board's annual assessment of the Board of Directors and each of its committees. The Corporate Governance Committee is also responsible for the oversight of the Corporation's policies and practices with respect to its political activities and community affairs.

•

Each of the members of the Corporate Governance Committee has been determined to be "independent" within the meaning of the NYSE's listing standards and the Company'sCorporation's Standards for Assessing Director Independence.

Finance and Risk Management Committee

5Six meetings held in 20142016

		Committee Members
		JamesJohn H. Hance,Forsgren, Chairperson Michael J. Angelakis Theodore F. Craver, Jr., Chairperson Michael G. Browning John H. Forsgren Ann Maynard Gray James B. Hyler, Jr. William E. Kennard E. James Reinsch

JamesJohn H. Hance, Jr.Forsgren

•

TheFinance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise level risk assessment at the Company.Corporation. This oversight function includes reviews of Duke Energy's financial and fiscal affairs and recommendations to the Board of Directors regarding dividends, financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy's enterprise risk exposure as relatedexposures and provides oversight for the process to overall company portfolioassess and impact on earnings,manage enterprise risk, and reviews the financial impacts of major projects as well as capital expenditures.

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Nuclear Oversight Committee

6Six meetings held in 20142016

		Committee Members
		JamesJohn T. Rhodes,Herron, Chairperson G. Alex Bernhardt, Sr. Harris E. DeLoach, Jr. Daniel R. DiMicco John H. ForsgrenCharles W. Moorman IV John T. Herron Richard A. Meserve Thomas E. James ReinschSkains William E. Webster, Jr.

JamesJohn T. RhodesHerron

•

TheNuclear Oversight Committee provides oversight of the nuclear safety, operational and financial performance andas well as operational risks, long-term plans and strategies of Duke Energy's nuclear power program. The oversight role is one of review, observation and comment and in no way alters management's authority, responsibility or accountability. At least annually, theThe Nuclear Oversight Committee visits each of Duke Energy's operating nuclear power stations over a two-year period and reviews the station's nuclear safety, operational and financial performance.

Regulatory Policy and Operations Committee

12Five meetings held in 20142016

		Committee Members
		James B. Hyler, Jr., ChairChairperson G. Alex Bernhardt, Sr.Theodore F. Craver, Jr. John T. Herron William E. Kennard Richard A. MeserveThomas E. Skains James T. Rhodes Carlos A. SaladrigasWilliam E. Webster, Jr.

James B. Hyler, Jr.

•

TheRegulatory Policy and Operations Committee provides oversight of Duke Energy's regulatory and legislative strategy andimpacting utility operations in each jurisdiction. The Committee also has oversight over environmental, health and safety issuesmatters and the risks related to such issues,matters, including our ash management strategy, as well as the public policies and practices of Duke Energy. This includes reviewing Duke Energy's regulatory approach to strategic initiatives, the operational performance of Duke Energy's utilities with regard to energy supply, delivery, fuel procurement and transportation and making visits to Duke Energy's generation facilities. ItThe Regulatory Policy and Operations Committee is also responsible for the oversight of Duke Energy's environmental, health and safety goals and policies as well as its policies and practices with respect to its political activities and community affairs.policies.

Each committee operates under a written charter adopted by the Board of Directors. The charters are posted on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters.asp.board-committee-charters.

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BOARD OF DIRECTORS COMMITTEE MEMBERSHIP ROSTER (AS OF MARCH 26, 2015)

Name		Audit		Compensation		Corporate Governance		Finance and Risk Management		Nuclear Oversight		Regulatory Policy and Operations
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Michael J. Angelakis		C		​		​		✔		​		​
Michael G. Alex Bernhardt, Sr.Browning				✔		C		✔
(1) Theodore F. Craver, Jr.		​		​		​		​		X		X
Michael G. Browning		X				X		X
Harris E. DeLoach, Jr. ✔		​		​		X		​		X		​✔
Daniel R. DiMicco						X✔				X✔
John H. Forsgren		​✔		​		​		XC		X​		​
Lynn J. Good
Ann Maynard Gray(1)		​		X​		X*✔		X✔		​		​
James H. Hance, Jr.John T. Herron		X		X				X*										C		✔
John T. HerronJames B. Hyler, Jr.		✔		​		​		​		​		C
William E. Kennard						✔		✔				✔
E. Marie McKee		✔		C		​		​		​		​
Charles W. Moorman IV				✔						✔
Carlos A. Saladrigas		✔		✔		​		​		​		​
Thomas E. Skains										✔		✔
William E. Webster, Jr.		​		​		​		​		X✔		X✔
James B. Hyler, Jr.		X						X				X*
William E. Kennard	​	​		​		X		X		​		X
E. Marie McKee		X		X*		X
Richard A. Meserve		​		​		​		​		X		X
E. James Reinsch(1)								X		X
James T. Rhodes		​		​		​		​		X*		X
Carlos A. Saladrigas		X*		X								X
​	​	​	​	​	​	​	​	​	​	​	​	​

*C

Committee Chair

(1)

Retiring at the 2015 Annual Meeting of Shareholders.Meeting.

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three components: (i) Board of Directors' independence, (ii) processes and practices that foster solid decision-making by both management and the Board of Directors, and (iii) balancing the interests of all of our stakeholders – our investors, customers, employees, the communities we serve and the environment. The Corporate Governance Committee's charter is available on
our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/corporate-governance.aspcorporate-governance and is summarized below. Additional information about the Corporate Governance Committee and its members is detailed on page 2426 of the proxy statement.

Membership.The Committeecommittee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and other applicable rules and regulations.

Responsibilities.The Committee'scommittee's responsibilities include, among other things, (i) implementing policies regarding corporate governance matters, (ii) assessing the Board of Directors' membership needs and recommending nominees, (iii) recommending to the Board of Directors those directors to be selected for membership on, or removal from, the various Board of Directors' committees and those directors to be designated as chairs of Board of Directors' committees, and (iv) sponsoring and overseeing annual performance evaluations for the various Board of Directors' committees, including the Corporate Governance Committee, the Board of Directors and the Chief Executive Officer.Officer, (v) overseeing the Corporation's political expenditures and activities pursuant to the Political Activity Policy, and (vi) reviewing the Corporation's charitable contributions and community service policies and practices. The Committeecommittee may also conduct or authorize investigations into or studies of matters within the scope of the Committee'scommittee's duties and responsibilities, and may retain, at the Company'sCorporation's expense, and in the Committee'scommittee's sole discretion, consultants to assist in such work as the Committeecommittee deems necessary.

Governance Policies

All of our Board of Directors committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors, are available on our website atwww.duke-energy.com/our-company/investors/corporate-governance.aspcorporate-governance. Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for Directors must be approved by the Board and will be posted on our website. During 2014,2016, our Board of Directors held 5four executive sessions with independent directors only.

Board Composition

Director Qualifications.We look for the following characteristics in any candidate for nomination to our Board of Directors:

•

fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness;

•

a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable to the shareholders of Duke Energy, not to any particular interest group;

•

a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business organization;

•

diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and qualifications;

•

present or former chief executive officer, chief operating officer, or substantially equivalent level executive officer of a highly complex organization such as a corporation, university or major unit of government, or a professional who regularly advises such organizations;

•

no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and its shareholders;

•

the ability and willingness to spend the time required to function effectively as a director;

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compatibility and ability to work well with other directors and executives in a team effort with a view to a long-term relationship with Duke Energy as a director;

•

independent opinions and willingness to state them in a constructive manner; and

•

willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Director Candidate Recommendations.The Committeecommittee may engage a third party from time to time to assist it in identifying and

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

evaluating director-nominee candidates, in addition to current members of the Board of Directors standing for re-election. The Committeecommittee will provide the third party, based on the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The Committeecommittee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee's experiences and skills. In addition, the Committeecommittee considers the shareholder-nominee's independence with respect to both the CompanyCorporation and the recommending shareholder. All of the nominees on the proxy card are current members of our Board of Directors and were recommended by the Committee.committee.

Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201-1414. The written notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

•

the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of Duke Energy that are beneficially owned by the recommending shareholder(s);

•

a representation that the recommending shareholder(s) is a holder of record of capital stock of Duke Energy entitled to vote at the meetingAnnual Meeting and intends to appear in personattend the Annual Meeting remotely or by proxy at the meeting to nominate the person(s) specified in the written notice;

•

the name, age, business address and principal occupation and employment of the recommended nominee;

•

any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors membership established by the Board of Directors and/or the Corporate Governance Committee;

•

any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be considered independent under the applicable NYSE rules and SEC rules and regulations;

•

a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);

•

a statement, signed by the recommended nominee, (i) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation, (ii) affirming the recommended nominee's willingness to be a director, and (iii) consenting to serve as a director if so elected;

•

if the recommending shareholder(s) has beneficially owned more than 5%five percent of Duke Energy's votingcapital stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;

•

if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and

•

all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding (i) the recommended nominee's business experience;experience, (ii) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee, and (iii) material relationships or transactions, if any, between the recommended nominee and Duke Energy's management.

Director Candidate Nominations through Proxy Access. In order to nominate a director pursuant to the Corporation's proxy access provision, shareholders who meet the eligibility and other requirements set forth in Section 3.04 of the Corporation's By-Laws must send a written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201-1414. The written notice must provide the information set forth above, as well as the other detailed requirements set forth in Section 3.04 of the Corporation's By-Laws, which can be located on our website atwww.duke-energy.com/our-company/investors/corporate-governance.

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New Directors sinceSince the 20142016 Annual Meeting

Following the 20142016 Annual Meeting at which four of Shareholders,the Corporation's directors retired, the Corporate Governance Committee sought to recruit additional Board members whose qualifications align with the needs of the Board in light of the Company's long-term strategy and the major risks and issues facing the Company.Corporation as well as its long-term strategy. After working with an independent search firm, the Corporate Governance Committee recommended in August 2016 that Dr. Richard A. MeserveMr. William E. Webster, Jr. be appointed to the Board. Dr. Meserve's appointment wasBoard effective February 3, 2015. Dr. MeserveSeptember 1, 2016. Mr. Webster brings technical, legal,extensive knowledge gained during his 34 years in the nuclear industry which has given him regulatory and public policy expertise in numerous areas, including nuclear power, environmental, climate change and energy policy, as well as leadershipa unique insight into best practices in engineering and risk management. The committee also recommended, in connection with the acquisition by the Corporation of Piedmont Natural Gas, that Mr. Thomas E. Skains, the Chairman, President and Chief Executive Officer of Piedmont Natural Gas prior to the closing of the acquisition, join the Corporation's Board, effective upon the closing of the acquisition on October 3, 2016. Among other things, Mr. Skains, who retired from Piedmont Natural Gas upon the closing of the acquisition, brings his significant knowledge of the natural gas business skills developed as an executive and a directorto the Corporation's Board which is extremely valuable to the Board following the Corporation's expansion of and an advisor to, national and international scientific, research and legal organizations. Theits natural gas business through the Piedmont Natural Gas acquisition. In February of 2017, the Corporate Governance Committee believes Dr. Meserve provides valuable industryrecommended the appointment of Mr. Theodore F. Craver, Jr. effective March 1, 2017. Mr. Craver has 20 years of experience at Edison International, the parent company of a large utility and environmental expertisevarious competitive electric businesses, at which he was Chairman, President and Chief Executive Officer from 2008 until his retirement in 2016.

Director Onboarding. With the addition of a number of new directors to our Board over the past several years, the director onboarding process has become increasingly more important to educating our new directors about Duke Energy.

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Back Immediately following their appointment, each new director meets individually with the senior executives responsible for our major lines of business and operations so that they may better understand the issues involved in all aspects of the Corporation's business. In addition to Contents

REPORT OF THE CORPORATE GOVERNANCE COMMITTEEdiscussing the Corporation's businesses and operations, the new directors learn about our corporate governance practices and policies; the financial and technical aspects of the Corporation's electric utility, natural gas and commercial renewables businesses; the enterprise's significant risks; the Corporation's long-term strategy; and Duke Energy's long-standing mission to provide clean, reliable and affordable energy for our customers.

Communications with Directors

Interested parties can communicate with any of our directors by writing to our Corporate Secretary at the following address:

Corporate Secretary
Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201-1414

Interested parties can communicate with our independent Chairman of the BoardIndependent Lead Director by writing to the following address:

Chairman of the BoardIndependent Lead Director
c/o Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201-1414

Our Corporate Secretary will distribute communications to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Duke Energy Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors be excluded, such as: spam; junk mail and mass mailings; service complaints; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, obscene or similarly unsuitable will be excluded. However, any communication that is so excluded remains available to any director upon request.

Corporate Governance Committee
Ann Maynard Gray(Chair)
Michael G. Browning,
Harris E. DeLoach, Jr. Chairperson
Daniel R. DiMicco
Ann Maynard Gray
William E. Kennard
E. Marie McKee

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​ DUKE ENERGY – 2017 Proxy Statement    31 ​– 2015 Proxy Statement    29

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Table of Contents

DIRECTOR COMPENSATIONCompensation Committee

Seven meetings held in 2016

		Committee Members
		E. Marie McKee, Chairperson Michael G. Browning Charles W. Moorman IV Carlos A. Saladrigas

E. Marie McKee

•

Annual RetainerTheCompensation Committee establishes and Fees. During 2014,reviews the retaineroverall compensation philosophy of the Corporation, confirms that our policies and meeting fees paid tophilosophy do not encourage excessive or inappropriate risk-taking by our independent directors consisted of:

					Meeting Fees
Type of Fee		Fee (Other Than for Meetings) ($)			In-Person Attendance at Meetings Held in Conjunction With a Regular Board of Directors Meeting ($)			In-Person Meetings Not Held in Conjunction With a Regular Board of Directors Meeting ($)			Telephonic Participation in Meetings ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Annual Board of Directors Retainer (Cash)		​	75,000		​	​		​	​		​	​
Annual Board of Directors Retainer (Stock)			125,000
Board of Directors Meeting Fees		​	​		​	2,000		​	2,500		​	2,000
Annual Board Chair Retainer			100,000
Annual Lead Director Retainer (if applicable)		​	75,000		​	​		​	​		​	​
Annual Audit Committee Chair Retainer			25,000
Annual Chair Retainer (Other Committees)		​	15,000		​	​		​	​		​	​
Audit Committee Meeting Fees						3,000			2,500			2,000
Nuclear Oversight Committee Meeting Fees		​	​		​	4,000		​	2,500		​	2,000
Other Committee Meeting Fees						2,000			2,500			2,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​

Theemployees, reviews and approves the salaries and other compensation program is the same as in effect at the end of 2013.

Annual Stock Retainer for 2014. In 2014, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully-vested shares granted under the Duke Energy Corporation 2010 Long-Term Incentive Plan.

Deferral Plans and Stock Purchases. Directors may elect to receivecertain employees, including all or a portion of their annual compensation, consisting of retainers and attendance fees, on a current basis, or defer such compensation under the Duke Energy Corporation Directors' Savings Plan (the "Directors' Savings Plan"). Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board of Directors. In connection with the merger with Progress Energy, Duke Energy assumed the Progress Energy, Inc. Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan") and the Progress Energy, Inc. Non-Employee Director Stock Unit Plan (the "Stock Unit Plan"), each of which was merged into the Directors' Savings Plan effective at the end of 2013. Under the Deferred Compensation Plan, the former Progress Energy directors were provided the opportunity to elect to defer their annual retainer and board attendance fees. Any deferred fees are deemed to be invested in stock units. The number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service. Under the Stock Unit Plan, the number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service.

Charitable Giving Program. The Duke Energy Foundation, independentexecutive officers of Duke Energy, maintainsreviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of, and approves changes to, compensation programs. The Duke Energy Foundation Matching Gifts Program under which directors are eligibleCompensation Committee also makes recommendations to request matching contributions of up to $5,000 per director per calendar year to qualifying institutions. Duke Energy also maintains a Directors' Charitable Giving Program. Eligibility for this program has been frozen and Ms. Gray is the only current director who is eligible. Under this program, Duke Energy will make, upon the director's death, donations of up to $1,000,000 to charitable organizations selected by the director. Ms. Gray may request that donations be made under this program during her lifetime, in which case the maximum donation will be reduced on an actuarially determined net present value basis. In 2014, no donations were made on behalf of Ms. Gray. In addition, Duke Energy made a $1,000 donation to the Crisis Assistance Ministry in November 2014 on behalf of each of the independent directors who were actively serving at that time.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

Stock Ownership Guidelines. Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common stock (or common stock equivalents). Currently, each independent director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer (i.e., an ownership level of $375,000) or retain 50% of his or her vested annual equity retainer. All independent directors were in compliance with the guidelines as of December 31, 2014.

​30    DUKE ENERGY – 2015 Proxy Statement

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DIRECTOR COMPENSATION

The following table describes the compensation earned during 2014 by each individual who served as an independent director during 2014. Because Dr. Meserve joined the Board of Directors on February 3, 2015, he did not receive any compensation for independent directors.

•

Management's role in 2014the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our named executive officers, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation Committee meetings.

•

The Compensation Committee has engaged FW Cook as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the Compensation Committee and is not listed below.

Name		Fees Earned or Paid in Cash ($)(2)			Stock Awards ($)(3)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)			All Other Compensation ($)(5)			Total ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
William Barnet, III(1)		​	47,500		​	0		​	0		​	5,054		​	52,554
G. Alex Bernhardt, Sr.			144,000			125,000			16,385			6,324			291,709
Michael G. Browning		​	154,000		​	125,000		​	0		​	6,164		​	285,164
Harris E. DeLoach, Jr.			161,500			125,000			0			4,164			290,664
Daniel R. DiMicco		​	147,500		​	125,000		​	0		​	1,164		​	273,664
John H. Forsgren			155,000			125,000			0			5,914			285,914
Ann M. Gray		​	292,500		​	125,000		​	0		​	5,164		​	422,664
James H. Hance, Jr.			170,000			125,000			0			6,164			301,164
John T. Herron		​	142,000		​	125,000		​	0		​	1,285		​	268,285
James B. Hyler, Jr.			169,500			125,000			0			1,302			295,802
William E. Kennard		​	136,500		​	166,209		​	0		​	6,164		​	308,873
E. Marie McKee			183,500			125,000			0			6,164			314,664
E. James Reinsch		​	149,000		​	125,000		​	0		​	6,324		​	280,324
James T. Rhodes			165,500			125,000			0			6,164			296,664
Carlos A. Saladrigas		​	184,000		​	125,000		​	0		​	6,164		​	315,164
Philip R. Sharp(1)			54,500			0			0			1,512			56,012
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

Effective May 1, 2014, Messrs. Barnet and Sharp retired frompermitted to provide any services to Duke Energy other than at the Board of Directors of Duke Energy.

(2)

Messrs. Bernhardt, Browning, DeLoach, DiMicco and Hyler and Ms. Gray and Dr. Rhodes elected to defer $144,000; $154,000; $161,500; $147,500; $84,750; $146,250; and $82,750, respectively, of their 2014 cash compensation under the Directors' Savings Plan.

(3)

This column reflects the grant date fair valuedirection of the stock awards granted to each eligible director during 2014. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 20Compensation Committee.

•

Each of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014 ("Form 10-K") for an explanationmembers of the assumptions made in valuing these awards. In May 2014, each sitting director onCompensation Committee has been determined to be "independent" within the Duke Energy Board received 1,676 shares of stock. Messrs. Bernhardt, Browning, DeLoach, DiMicco, Forsgren, Hyler, Kennard, Reinsch and Saladrigas and Ms. Gray and Dr. Rhodes elected to defer their 2014-15 stock retainer of Duke Energy shares under the Directors' Savings Plan. In addition, Mr. Kennard elected to defer his prorated portionmeaning of the 2013-14 annual stock retainer, amounting to 597 shares, that he received upon joiningNYSE's listing standards, Rule 10C-1(b) of the Board of Directors on January 1, 2014.

(4)

Reflects above-market interest earned on a grandfathered investment fund previously provided under a predecessor plan toExchange Act, and the Directors' Savings Plan. Participants can no longer defer compensation into the grandfathered investment fund but continueCorporation's Standards for Assessing Director Independence; to be credited with interest at"outside directors" within the fixed rate on amounts previously deferred into such fund.

(5)

As described inmeaning of Section 162(m) of the following table, All Other Compensation for 2014 includes a business travel accident insurance premium that was prorated amongInternal Revenue Code of 1986, as amended (the "Internal Revenue Code"); and, to be "non-employee directors" within the directors based on their service onmeaning of Rule 16b-3 of the Board of Directors during 2014, international travel insurance for several directors and contributions made in the director's name to charitable organizations.Exchange Act.

​

DUKE ENERGY – 2017 Proxy Statement    25

Name		Business Travel Accident Insurance ($)			Charitable Contributions ($)			Total ($)
​	​	​	​	​	​	​	​	​	​	​
William Barnet, III		​	54		​	5,000		​	5,054
G. Alex Bernhardt, Sr.			324			6,000			6,324
Michael G. Browning		​	164		​	6,000		​	6,164
Harris E. DeLoach, Jr.			164			4,000			4,164
Daniel R. DiMicco		​	164		​	1,000		​	1,164
John H. Forsgren			164			5,750			5,914
Ann M. Gray		​	164		​	5,000		​	5,164
James H. Hance, Jr.			164			6,000			6,164
John T. Herron		​	285		​	1,000		​	1,285
James B. Hyler, Jr.			302			1,000			1,302
William E. Kennard		​	164		​	6,000		​	6,164
E. Marie McKee			164			6,000			6,164
E. James Reinsch		​	324		​	6,000		​	6,324
James T. Rhodes			164			6,000			6,164
Carlos A. Saladrigas		​	164		​	6,000		​	6,164
Philip R. Sharp			54			1,458			1,512
​	​	​	​	​	​	​	​	​	​	​

​

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​DUKE ENERGY – 2015 Proxy Statement    31

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INFORMATION ON THE BOARD OF DIRECTORS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCorporate Governance Committee

Six meetings held in 2016

		Committee Members
		Michael G. Browning, Chairperson Daniel R. DiMicco Ann Maynard Gray William E. Kennard

Michael G. Browning

•

TheCorporate Governance Committee considers risks and matters related to corporate governance, and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the Chief Executive Officer. The following table indicatesCorporate Governance Committee also recommends to the amountBoard of Directors the slate of nominees, including any nominees recommended by shareholders, for director for each year's Annual Meeting and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating a potential nominee. The Corporate Governance Committee performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board of Directors. The Corporate Governance Committee assists the Board in its annual determination of director independence and review of any related person transactions as well as the Board's annual assessment of the Board of Directors and each of its committees. The Corporate Governance Committee is also responsible for the oversight of the Corporation's policies and practices with respect to its political activities and community affairs.

•

Each of the members of the Corporate Governance Committee has been determined to be "independent" within the meaning of the NYSE's listing standards and the Corporation's Standards for Assessing Director Independence.

Finance and Risk Management Committee

Six meetings held in 2016

		Committee Members
		John H. Forsgren, Chairperson Michael J. Angelakis Theodore F. Craver, Jr. Michael G. Browning Ann Maynard Gray William E. Kennard

John H. Forsgren

•

TheFinance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise risk at the Corporation. This oversight function includes reviews of Duke Energy's financial and fiscal affairs and recommendations to the Board of Directors regarding dividends, financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, common stock beneficially ownedas well as mitigation strategies, reviews Duke Energy's enterprise risk exposures and provides oversight for the process to assess and manage enterprise risk, and reviews the financial impacts of major projects as well as capital expenditures.

​

26    DUKE ENERGY – 2017 Proxy Statement

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INFORMATION ON THE BOARD OF DIRECTORS

Nuclear Oversight Committee

Six meetings held in 2016

		Committee Members
		John T. Herron, Chairperson Daniel R. DiMicco Charles W. Moorman IV Thomas E. Skains William E. Webster, Jr.

John T. Herron

•

TheNuclear Oversight Committee provides oversight of the nuclear safety, operational and financial performance as well as operational risks, long-term plans and strategies of Duke Energy's nuclear power program. The oversight role is one of review, observation and comment and in no way alters management's authority, responsibility or accountability. The Nuclear Oversight Committee visits each of Duke Energy's operating nuclear power stations over a two-year period and reviews the station's nuclear safety, operational and financial performance.

Regulatory Policy and Operations Committee

Five meetings held in 2016

		Committee Members
		James B. Hyler, Jr., Chairperson Theodore F. Craver, Jr. John T. Herron William E. Kennard Thomas E. Skains William E. Webster, Jr.

James B. Hyler, Jr.

•

TheRegulatory Policy and Operations Committee provides oversight of Duke Energy's regulatory and legislative strategy impacting utility operations in each jurisdiction. The Committee also has oversight over environmental, health and safety matters and the risks related to such matters, including our ash management strategy, as well as the public policies and practices of Duke Energy. This includes reviewing Duke Energy's regulatory approach to strategic initiatives, the operational performance of Duke Energy's utilities with regard to energy supply, delivery, fuel procurement and transportation and making visits to Duke Energy's generation facilities. The Regulatory Policy and Operations Committee is also responsible for the oversight of Duke Energy's environmental, health and safety goals and policies.

Each committee operates under a written charter adopted by the current directors, the executive officers listed in the Summary Compensation Board of Directors. The charters are posted on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters.

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DUKE ENERGY – 2017 Proxy Statement    27

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Table under Executive Compensation (referred to as the named executive officers), and all directors and executive officers as a group as of March 9, 2015.Contents

INFORMATION ON THE BOARD OF DIRECTORS

BOARD OF DIRECTORS COMMITTEE MEMBERSHIP ROSTER

Name or Identity of Group		Audit		Compensation		Total SharesCorporate Beneficially Owned(1)Governance		PercentFinance and Risk of ClassManagement		Nuclear Oversight		Regulatory Policy and Operations
​	​	​	​	​	​	​	​	​	​	​	​	​
G. Alex Bernhardt, Sr.Michael J. Angelakis		C		​	46,859	​		✔		​	*	​
Michael G. Browning			60,095	✔		C		✔			*
Harris E. DeLoach,Theodore F. Craver, Jr.		​	21,990	​		​	*	✔		​		✔
Daniel R. DiMicco			31,911			*✔				✔
John H. Forsgren		​	14,416✔		​	*	​		C		​		​
Lynn J. Good			83,884			*
Ann Maynard Gray(1)		​	38,796	​		✔		✔		​	*	​
James H. Hance, Jr.			34,618			*
John T. Herron		​	9,612		​	*						C		✔
James B. Hyler, Jr.			9,015			*
Dhiaa M. Jamil ✔		​	31,907	​		​	*	​		C
William E. Kennard			2,352			*✔		✔				✔
Marc E. Manly		​	16,455		​	*
E. Marie McKee		✔	126	C		​		​		​		​
Charles W. Moorman IV			*	✔						✔
Richard A. Meserve		​	361		​	*
E. James Reinsch			19,258			*
James T. Rhodes		​	23,718		​	*
Carlos A. Saladrigas		✔	1,590	✔		​		​		​		​
Thomas E. Skains			*							✔		✔
Lloyd M. YatesWilliam E. Webster, Jr.		​	38,004	​		​	*
Steven K. Young ​			42,108✔			*	✔
Directors and executive officers as a group (26)	​	​	588,646		​	*
​	​	​	​	​	​	​	​	​	​	​

*C

Represents less than 1%.Committee Chair

(1)

Includes the following number of shares with respect to which directors and executive officers have the right to acquire beneficial ownership within sixty days of March 9, 2015: Mr. Bernhardt—1,799; Mr. Browning—16,617; Mr. DeLoach—4,790; Mr. DiMicco—12,640; Mr. Forsgren—10,297; Ms. Good—0; Ms. Gray—1,027; Mr. Hance—0; Mr. Herron—0; Mr. Hyler—4,790; Mr. Jamil—0; Mr. Kennard—2,352; Mr. Manly—0; Ms. McKee—126; Dr. Meserve—0; Mr. Reinsch—10,297; Dr. Rhodes—1,596; Mr. Saladrigas—720; Mr. Yates—1,386; Mr. Young—0; and all directors and executive officers as a group—68,438.

Ownership of Units Representing Common Stock

The table below shows ownership of other units (not listed in the table above) related to the common stock of Duke Energy under the Directors' Savings Plan and the plans that merged into the Directors' Savings Plan at the end of 2013 (i.e., the Director Deferred Compensation Plan and the Stock Unit Plan). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name		Number of Units
​	​	​	​	​
G. Alex Bernhardt, Sr.		​	16,188
Michael G. Browning			26,394
Harris E. DeLoach, Jr.		​	26,495
Daniel R. DiMicco			1,204
John H. Forsgren		​	0
Ann Maynard Gray			2,507
James H. Hance, Jr.		​	0
John T. Herron			0
James B. Hyler, Jr.		​	10,178
William E. Kennard			0
E. Marie McKee		​	51,506
Richard A. Meserve			0
E. James Reinsch		​	0
James T. Rhodes			14,361
Carlos A. Saladrigas		​	27,908
​	​	​	​	​

​32    DUKE ENERGY – 2015 Proxy Statement

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below shows ownership of other units (not listed in the table on page 32) related to the common stock of Duke Energy under the Duke Energy Executive Savings Plan ("Executive Savings Plan"). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name		Number of Units
​	​	​	​	​
Lynn J. Good		​	66
Steven K. Young			440
Dhiaa M. Jamil		​	1,659
Marc E. Manly			0
Lloyd M. Yates		​	10,092
​	​	​	​	​

The following table lists the beneficial owners of 5% or more of Duke Energy's outstanding shares of common stock as of December 31, 2014. This information is based on the most recently available reports filed with the SEC and provided to us by the company listed.

Name or Identity of Beneficial Owner		Shares of Common Stock Beneficially Owned			Percentage
​	​	​	​	​	​	​	​
BlackRock Inc. 40 East 52nd Street New York, NY 10022		​	42,745,887	(1)	​	6.00	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			39,345,738	(2)		5.56	%
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111		​	35,583,250	(3)	​	5.00	%
​	​	​	​	​	​	​	​

(1)

According to the Schedule 13G/A filed by BlackRock Inc., these shares are beneficially owned by BlackRock Inc., which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 36,005,135 shares, 0 shares with shared voting power, sole dispositive power with regard to 42,745,887 shares and 0 shares with shared dispositive power.

(2)

According to the Schedule 13G filed by The Vanguard Group, these shares are beneficially owned by The Vanguard Group which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 1,262,923 shares, 0 shares with shared voting power, sole dispositive power with regard to 38,198,107 shares and 1,147,631 shares with shared dispositive power.

(3)

According to the Schedule 13G filed by State Street Corporation, these shares are beneficially owned by State Street Corporation which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 0 shares, 35,583,250 shares with shared voting power, sole dispositive power with regard to 0 shares and 35,583,250 shares with shared dispositive power.

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​DUKE ENERGY – 2015 Proxy Statement    33

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PROPOSAL 2:     RATIFICATION OF DELOITTE & TOUCHE LLP AS
DUKE ENERGY CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANT FOR 2015

The Audit Committee is directly responsible for the appointment and compensation, including the pre-approval of audit fees as described below, and the retention and oversight of the independent public accountant that audits our financial statements and our internal control over financial reporting. The Audit Committee has selected Deloitte & Touche LLP ("Deloitte") as Duke Energy's independent public accountant for 2015. Deloitte has served as our independent public accountant since 1978.

Independence

The Audit Committee and the Board believe that the continued retention of Deloitte as Duke Energy's independent public accountant is in the best interests of the Company and its shareholders. Deloitte's years of experience with Duke Energy have allowed them to gain expertise regarding Duke Energy's operations, accounting policies and practices and internal controls over financial reporting. It also prevents the significant time commitment that educating a new auditor would entail, which could also result in distraction in focus for Duke Energy management.

To safeguard the continued independence of the independent public accountant, the Audit Committee adopted a policy that provides that the independent public accountant is only permitted to provide services to Duke Energy and its subsidiaries that have been pre-approved by the Audit Committee. Pursuant to the policy, detailed audit services, audit-related services, tax services and certain other services have been specifically pre-approved up to certain categorical fee limits. In the event that the cost of any of these services may exceed the pre-approved limits, the Audit Committee must approve the service before the independent public accountant is engaged for such service. All other services that are not prohibited pursuant to the SEC's or other applicable regulatory bodies' rules or regulations must be specifically approved by the Audit Committee before the independent public accountant is engaged for such service. All services performed in 2014 and 2013 by the independent public accountant were approved by the Duke Energy Audit Committee pursuant to its policy on Engaging the Independent Auditor for Services.

In addition to the annual review of Deloitte's independence and in association with the mandated rotation of Deloitte's lead engagement partner, the Audit Committee is directly involved in the selection of Deloitte's new lead engagement partner.

Representatives of Deloitte are expected to be presentRetiring at the Annual Meeting of Shareholders. They will have an opportunity to make a statement and will be available to respond to appropriate questions. Information on Deloitte's fees for services rendered in 2014 and 2013 are listed below.

Audit Fees

Type of Fees		2014			2013
​	​	​	​	​	​	​	​
Audit Fees(1)		$	12,000,000		$	11,600,000
Audit-Related Fees(2)			4,176,000			2,150,000
Tax Fees(3)		​	727,000		​	520,000
All Other Fees(4)			40,000			30,000
​	​	​	​	​	​	​	​
TOTAL FEES:		$	16,943,000		$	14,300,000
​	​	​	​	​	​	​	​

(1)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the financial statement audits, audit of Duke Energy's financial statements included in Duke Energy's Annual Report on Form 10-K and reviews of financial statements included in Duke Energy's Quarterly Reports on Form 10-Q. Audit fees also include services related to cerain regulatory and agreed upon procedures reports.

(2)

Audit-Related Fees are fees billed by Deloitte for assurance and related services that are reasonably related to the performance of an audit or review of financial statements, including assistance with acquisitions and divestitures.

(3)

Tax Fees are fees billed by Deloitte for tax return assistance and preparation, tax examination assistance and professional services related to tax planning and tax strategy.

(4)

Other Fees are billed by Deloitte for conferences, seminars, research tools, subscription services, etc.Meeting.

​

For the Above Reasons, the Board of Directors Recommends a Vote "FOR" This Proposal.

​34    28    DUKE ENERGY – 2015 Proxy Statement

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REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to Duke Energy's audited financial statements for the fiscal year ended December 31, 2014.

The information contained in this Audit Committee Report shall not be deemed to be "soliciting material" or "filed" or "incorporated by reference" in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that Duke Energy specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The purpose of the Audit Committee is to assist the Board in its general oversight of Duke Energy's financial reporting, internal controls and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the committee and is available on our website atwww.duke -energy.com/corporate-governance/board-committee-charters/audit.asp2017 Proxy Statement

. Further information about the Audit Committee, its Policy on Engaging the Independent Auditor for Services and its members is detailed on pages 22 and 34 of the proxy statement.​

The Audit Committee has reviewed and discussed the consolidated financial statements with management and Deloitte, the Company's independent public accountant. Management is responsible for the preparation, presentation and integrity of Duke Energy's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and, evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Deloitte is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States ("GAAP"), as well as expressing an opinion on the effectiveness of internal control over financial reporting based on the criteria established in Internal Control — Integrated Framework (2013).

The Audit Committee reviewed the Company's audited financial statements with management and Deloitte, and met separately with both management and Deloitte to discuss and review those financial statements and reports prior to issuance. These discussions also addressed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management has represented, and Deloitte has confirmed, that the financial statements were prepared in accordance with GAAP.

In addition, management completed the documentation, testing and evaluation of Duke Energy's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Deloitte at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management presented to the Audit Committee on the effectiveness of the Company's internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Company's Form 10-K filed with the SEC, as well as Deloitte's Report of Independent Registered Public Accounting Firm included in the Company's Form 10-K related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company's efforts related to its internal control over financial reporting and management's preparations for the evaluation in fiscal 2015.

The Audit Committee has discussed with Deloitte the matters required to be discussed by professional and regulatory requirements, including, but not limited to, the standards of the Public Company Accounting Oversight Board regarding The Auditors' Communications with Those Charged with Governance. In addition, Deloitte has provided the Audit Committee with the written disclosures and the letter required by "Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence" that relates to Deloitte's independence from Duke Energy and its subsidiaries and the Audit Committee has discussed with Deloitte the firm's independence.

Based on its review of the consolidated financial statements and discussions with and representations from management and Deloitte referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Duke Energy's Form 10-K, for filing with the SEC.

Audit Committee
Carlos A. Saladrigas(Chair)
Michael G. Browning
James H. Hance, Jr.
James B. Hyler, Jr.
E. Marie McKee

​

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​DUKE ENERGY – 2015 Proxy Statement    35

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PROPOSAL 3:     ADVISORY VOTE TO APPROVE DUKE ENERGY
CORPORATION'S NAMED EXECUTIVE OFFICER
COMPENSATION

At the 2011 Annual Meeting of Shareholders, our shareholders recommended that our Board of Directors hold say-on-pay votes on an annual basis. As a result, we are providing our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

In connection with this proposal, the Board of Directors encourages shareholders to review in detail the description of the compensation program for our named executive officers that is set forth in the Compensation Discussion and Analysis beginning on page 37, as well as the information contained in the compensation tables and narrative discussion in this proxy statement.

As described in more detail in the Compensation Discussion and Analysis section, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined measures of success. A significant portion of our named executive officers' total direct compensation is directly contingent upon achieving specific results that are important to our long-term success and growth in shareholder value. We supplement our pay-for-performance program with a number of compensation policies that are aligned with the long-term interests of Duke Energy and its shareholders.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as disclosed in this proxy statement by voting "FOR" the following resolution:

"RESOLVED, that the shareholders of Duke Energy approve, on an advisory basis, the compensation paid to Duke Energy's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in Duke Energy's 2015 Proxy Statement."

Because your vote is advisory, it will not be binding on the Board of Directors, the Compensation Committee or Duke Energy. The Compensation Committee, however, will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.

For the Above Reasons, the Board of Directors Recommends a Vote "FOR" This Proposal.

​36    DUKE ENERGY – 2015 Proxy Statement

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REPORT OF THE COMPENSATIONCORPORATE GOVERNANCE COMMITTEE

The purposefollowing is the report of the CompensationCorporate Governance Committee iswith respect to assistits philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three components: (i) Board of Directors' independence, (ii) processes and practices that foster solid decision-making by both management and the Board in its general oversight of Directors, and (iii) balancing the Company's compensation programsinterests of all of our stakeholders – our investors, customers, employees, the communities we serve and compensation of the Company's executives.environment. The Compensation Committee Charter describes in greater detail the full responsibilities of the committee andCorporate Governance Committee's charter is available on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/compensation.asp.corporate-governance and is summarized below. Additional information about the Corporate Governance Committee and its members is detailed on page 26 of the proxy statement.

Membership.The Compensation Committeecommittee must be comprised of Duke Energy has reviewedthree or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and discussedother applicable rules and regulations.

Responsibilities. The committee's responsibilities include, among other things, (i) implementing policies regarding corporate governance matters, (ii) assessing the Compensation DiscussionBoard of Directors' membership needs and Analysis with management and, based on such review and discussions, the Compensation Committee recommendedrecommending nominees, (iii) recommending to the Board of Directors those directors to be selected for membership on, or removal from, the various Board of Directors' committees and those directors to be designated as chairs of Board of Directors' committees, (iv) sponsoring and overseeing annual performance evaluations for the various Board of Directors' committees, including the Corporate Governance Committee, the Board of Directors and the Chief Executive Officer, (v) overseeing the Corporation's political expenditures and activities pursuant to the Political Activity Policy, and (vi) reviewing the Corporation's charitable contributions and community service policies and practices. The committee may also conduct or authorize investigations into or studies of matters within the scope of the committee's duties and responsibilities, and may retain, at the Corporation's expense, and in the committee's sole discretion, consultants to assist in such work as the committee deems necessary.

Governance Policies

All of our Board committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors, are available on our website atwww.duke-energy.com/our-company/investors/corporate-governance. Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for Directors must be approved by the Board and will be posted on our website. During 2016, our Board of Directors held four executive sessions with independent directors only.

Board Composition

Director Qualifications. We look for the following characteristics in any candidate for nomination to our Board of Directors:

•

fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness;

•

a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable to the shareholders of Duke Energy, not to any particular interest group;

•

a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business organization;

•

diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and qualifications;

•

present or former chief executive officer, chief operating officer, or substantially equivalent level executive officer of a highly complex organization such as a corporation, university or major unit of government, or a professional who regularly advises such organizations;

•

no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and its shareholders;

•

the ability and willingness to spend the time required to function effectively as a director;

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DUKE ENERGY – 2017 Proxy Statement    29

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

•

compatibility and ability to work well with other directors and executives in a team effort with a view to a long-term relationship with Duke Energy as a director;

•

independent opinions and willingness to state them in a constructive manner; and

•

willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Director Candidate Recommendations. The committee may engage a third party from time to time to assist it in identifying and evaluating director-nominee candidates, in addition to current members of the Board of Directors standing for re-election. The committee will provide the third party, based on the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee's experiences and skills. In addition, the committee considers the shareholder-nominee's independence with respect to both the Corporation and the recommending shareholder. All of the nominees on the proxy card are current members of our Board of Directors and were recommended by the committee.

Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201-1414. The written notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

•

the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of Duke Energy that are beneficially owned by the recommending shareholder(s);

•

a representation that the Compensation Discussionrecommending shareholder(s) is a holder of record of capital stock of Duke Energy entitled to vote at the Annual Meeting and Analysisintends to attend the Annual Meeting remotely or by proxy to nominate the person(s) specified in the written notice;

•

the name, age, business address and principal occupation and employment of the recommended nominee;

•

any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors membership established by the Board of Directors and/or the Corporate Governance Committee;

•

any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be includedconsidered independent under the applicable NYSE rules and SEC rules and regulations;

•

a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);

•

a statement, signed by the recommended nominee, (i) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation, (ii) affirming the recommended nominee's willingness to be a director, and (iii) consenting to serve as a director if so elected;

•

if the recommending shareholder(s) has beneficially owned more than five percent of Duke Energy's capital stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in thisthe rules and regulations of the SEC;

•

if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and

•

all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding (i) the recommended nominee's business experience, (ii) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee, and (iii) material relationships or transactions, if any, between the recommended nominee and Duke Energy's management.

Director Candidate Nominations through Proxy Access. In order to nominate a director pursuant to the Corporation's proxy statement.access provision, shareholders who meet the eligibility and other requirements set forth in Section 3.04 of the Corporation's By-Laws must send a written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201-1414. The written notice must provide the information set forth above, as well as the other detailed requirements set forth in Section 3.04 of the Corporation's By-Laws, which can be located on our website atwww.duke-energy.com/our-company/investors/corporate-governance.

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30    DUKE ENERGY – 2017 Proxy Statement

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

New Directors Since the 2016 Annual Meeting

Following the 2016 Annual Meeting at which four of the Corporation's directors retired, the Corporate Governance Committee sought to recruit additional Board members whose qualifications align with the needs of the Board in light of the major risks and issues facing the Corporation as well as its long-term strategy. After working with an independent search firm, the Corporate Governance Committee recommended in August 2016 that Mr. William E. Webster, Jr. be appointed to the Board effective September 1, 2016. Mr. Webster brings extensive knowledge gained during his 34 years in the nuclear industry which has given him regulatory expertise as well as a unique insight into best practices in engineering and risk management. The committee also recommended, in connection with the acquisition by the Corporation of Piedmont Natural Gas, that Mr. Thomas E. Skains, the Chairman, President and Chief Executive Officer of Piedmont Natural Gas prior to the closing of the acquisition, join the Corporation's Board, effective upon the closing of the acquisition on October 3, 2016. Among other things, Mr. Skains, who retired from Piedmont Natural Gas upon the closing of the acquisition, brings his significant knowledge of the natural gas business to the Corporation's Board which is extremely valuable to the Board following the Corporation's expansion of its natural gas business through the Piedmont Natural Gas acquisition. In February of 2017, the Corporate Governance Committee recommended the appointment of Mr. Theodore F. Craver, Jr. effective March 1, 2017. Mr. Craver has 20 years of experience at Edison International, the parent company of a large utility and various competitive electric businesses, at which he was Chairman, President and Chief Executive Officer from 2008 until his retirement in 2016.

Director Onboarding. With the addition of a number of new directors to our Board over the past several years, the director onboarding process has become increasingly more important to educating our new directors about Duke Energy. Immediately following their appointment, each new director meets individually with the senior executives responsible for our major lines of business and operations so that they may better understand the issues involved in all aspects of the Corporation's business. In addition to discussing the Corporation's businesses and operations, the new directors learn about our corporate governance practices and policies; the financial and technical aspects of the Corporation's electric utility, natural gas and commercial renewables businesses; the enterprise's significant risks; the Corporation's long-term strategy; and Duke Energy's long-standing mission to provide clean, reliable and affordable energy for our customers.

Communications with Directors

Interested parties can communicate with any of our directors by writing to our Corporate Secretary at the following address:

Corporate Secretary
Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201-1414

Interested parties can communicate with our Independent Lead Director by writing to the following address:

Independent Lead Director
c/o Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201-1414

Our Corporate Secretary will distribute communications to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Duke Energy Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors be excluded, such as: spam; junk mail and mass mailings; service complaints; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, obscene or similarly unsuitable will be excluded. However, any communication that is so excluded remains available to any director upon request.

Corporate Governance Committee
Michael G. Browning, Chairperson
Daniel R. DiMicco
Ann Maynard Gray
William E. Kennard

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DUKE ENERGY – 2017 Proxy Statement    31

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Compensation Committee

Seven meetings held in 2016

		Committee Members
		E. Marie McKee, Chairperson Michael G. Browning Charles W. Moorman IV Carlos A. Saladrigas

E. Marie McKee

•

The(Chair)Compensation Committee establishes and reviews the overall compensation philosophy of the Corporation, confirms that our policies and philosophy do not encourage excessive or inappropriate risk-taking by our employees, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of, and approves changes to, compensation programs. The Compensation Committee also makes recommendations to the Board of Directors on compensation for independent directors.

•

Management's role in the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our named executive officers, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation Committee meetings.

•

The Compensation Committee has engaged FW Cook as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the Compensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation Committee.

•

Each of the members of the Compensation Committee has been determined to be "independent" within the meaning of the NYSE's listing standards, Rule 10C-1(b) of the Exchange Act, and the Corporation's Standards for Assessing Director Independence; to be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"); and, to be "non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act.

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DUKE ENERGY – 2017 Proxy Statement    25

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INFORMATION ON THE BOARD OF DIRECTORS

Corporate Governance Committee

Six meetings held in 2016

		Committee Members
		Michael G. Browning, Chairperson Daniel R. DiMicco Ann Maynard Gray William E. Kennard

Michael G. Browning

•

TheCorporate Governance Committee considers risks and matters related to corporate governance, and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the Chief Executive Officer. The Corporate Governance Committee also recommends to the Board of Directors the slate of nominees, including any nominees recommended by shareholders, for director for each year's Annual Meeting and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating a potential nominee. The Corporate Governance Committee performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board of Directors. The Corporate Governance Committee assists the Board in its annual determination of director independence and review of any related person transactions as well as the Board's annual assessment of the Board of Directors and each of its committees. The Corporate Governance Committee is also responsible for the oversight of the Corporation's policies and practices with respect to its political activities and community affairs.

•

Each of the members of the Corporate Governance Committee has been determined to be "independent" within the meaning of the NYSE's listing standards and the Corporation's Standards for Assessing Director Independence.

Finance and Risk Management Committee

Six meetings held in 2016

		Committee Members
		John H. Forsgren, Chairperson Michael J. Angelakis Theodore F. Craver, Jr. Michael G. Browning Ann Maynard Gray William E. Kennard

John H. Forsgren

•

TheFinance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise risk at the Corporation. This oversight function includes reviews of Duke Energy's financial and fiscal affairs and recommendations to the Board of Directors regarding dividends, financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy's enterprise risk exposures and provides oversight for the process to assess and manage enterprise risk, and reviews the financial impacts of major projects as well as capital expenditures.

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26    DUKE ENERGY – 2017 Proxy Statement

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INFORMATION ON THE BOARD OF DIRECTORS

Nuclear Oversight Committee

Six meetings held in 2016

		Committee Members
		John T. Herron, Chairperson Daniel R. DiMicco Charles W. Moorman IV Thomas E. Skains William E. Webster, Jr.

John T. Herron

•

TheNuclear Oversight Committee provides oversight of the nuclear safety, operational and financial performance as well as operational risks, long-term plans and strategies of Duke Energy's nuclear power program. The oversight role is one of review, observation and comment and in no way alters management's authority, responsibility or accountability. The Nuclear Oversight Committee visits each of Duke Energy's operating nuclear power stations over a two-year period and reviews the station's nuclear safety, operational and financial performance.

Regulatory Policy and Operations Committee

Five meetings held in 2016

		Committee Members
		James B. Hyler, Jr., Chairperson Theodore F. Craver, Jr. John T. Herron William E. Kennard Thomas E. Skains William E. Webster, Jr.

James B. Hyler, Jr.

•

TheRegulatory Policy and Operations Committee provides oversight of Duke Energy's regulatory and legislative strategy impacting utility operations in each jurisdiction. The Committee also has oversight over environmental, health and safety matters and the risks related to such matters, including our ash management strategy, as well as the public policies and practices of Duke Energy. This includes reviewing Duke Energy's regulatory approach to strategic initiatives, the operational performance of Duke Energy's utilities with regard to energy supply, delivery, fuel procurement and transportation and making visits to Duke Energy's generation facilities. The Regulatory Policy and Operations Committee is also responsible for the oversight of Duke Energy's environmental, health and safety goals and policies.

Each committee operates under a written charter adopted by the Board of Directors. The charters are posted on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters.

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DUKE ENERGY – 2017 Proxy Statement    27

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INFORMATION ON THE BOARD OF DIRECTORS

BOARD OF DIRECTORS COMMITTEE MEMBERSHIP ROSTER

Name		Audit		Compensation		Corporate Governance		Finance and Risk Management		Nuclear Oversight		Regulatory Policy and Operations
​	​	​	​	​	​	​	​	​	​	​	​	​
Michael J. Angelakis		C		​		​		✔		​		​
Michael G. Browning				✔		C		✔
Theodore F. Craver, Jr.		​		​		​		✔		​		✔
Daniel R. DiMicco						✔				✔
John H. Forsgren		✔		​		​		C		​		​
Lynn J. Good
Ann Maynard Gray(1)		​		​		✔		✔		​		​
John T. Herron										C		✔
James B. Hyler, Jr.		✔		​		​		​		​		C
William E. Kennard						✔		✔				✔
E. Marie McKee		✔		C		​		​		​		​
Charles W. Moorman IV				✔						✔
Carlos A. Saladrigas		✔		✔		​		​		​		​
Thomas E. Skains										✔		✔
William E. Webster, Jr.		​		​		​		​		✔		✔
​	​	​	​	​	​	​	​	​	​	​	​	​

C

Committee Chair

(1)

Retiring at the Annual Meeting.

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28    DUKE ENERGY – 2017 Proxy Statement

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three components: (i) Board of Directors' independence, (ii) processes and practices that foster solid decision-making by both management and the Board of Directors, and (iii) balancing the interests of all of our stakeholders – our investors, customers, employees, the communities we serve and the environment. The Corporate Governance Committee's charter is available on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/corporate-governance and is summarized below. Additional information about the Corporate Governance Committee and its members is detailed on page 26 of the proxy statement.

Membership. The committee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and other applicable rules and regulations.

Responsibilities. The committee's responsibilities include, among other things, (i) implementing policies regarding corporate governance matters, (ii) assessing the Board of Directors' membership needs and recommending nominees, (iii) recommending to the Board of Directors those directors to be selected for membership on, or removal from, the various Board of Directors' committees and those directors to be designated as chairs of Board of Directors' committees, (iv) sponsoring and overseeing annual performance evaluations for the various Board of Directors' committees, including the Corporate Governance Committee, the Board of Directors and the Chief Executive Officer, (v) overseeing the Corporation's political expenditures and activities pursuant to the Political Activity Policy, and (vi) reviewing the Corporation's charitable contributions and community service policies and practices. The committee may also conduct or authorize investigations into or studies of matters within the scope of the committee's duties and responsibilities, and may retain, at the Corporation's expense, and in the committee's sole discretion, consultants to assist in such work as the committee deems necessary.

Governance Policies

All of our Board committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors, are available on our website atwww.duke-energy.com/our-company/investors/corporate-governance. Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for Directors must be approved by the Board and will be posted on our website. During 2016, our Board of Directors held four executive sessions with independent directors only.

Board Composition

Director Qualifications. We look for the following characteristics in any candidate for nomination to our Board of Directors:

•

fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness;

•

a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable to the shareholders of Duke Energy, not to any particular interest group;

•

a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business organization;

•

diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and qualifications;

•

present or former chief executive officer, chief operating officer, or substantially equivalent level executive officer of a highly complex organization such as a corporation, university or major unit of government, or a professional who regularly advises such organizations;

•

no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and its shareholders;

•

the ability and willingness to spend the time required to function effectively as a director;

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•

compatibility and ability to work well with other directors and executives in a team effort with a view to a long-term relationship with Duke Energy as a director;

•

independent opinions and willingness to state them in a constructive manner; and

•

willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Director Candidate Recommendations. The committee may engage a third party from time to time to assist it in identifying and evaluating director-nominee candidates, in addition to current members of the Board of Directors standing for re-election. The committee will provide the third party, based on the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee's experiences and skills. In addition, the committee considers the shareholder-nominee's independence with respect to both the Corporation and the recommending shareholder. All of the nominees on the proxy card are current members of our Board of Directors and were recommended by the committee.

Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201-1414. The written notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

•

the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of Duke Energy that are beneficially owned by the recommending shareholder(s);

•

a representation that the recommending shareholder(s) is a holder of record of capital stock of Duke Energy entitled to vote at the Annual Meeting and intends to attend the Annual Meeting remotely or by proxy to nominate the person(s) specified in the written notice;

•

the name, age, business address and principal occupation and employment of the recommended nominee;

•

any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors membership established by the Board of Directors and/or the Corporate Governance Committee;

•

any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be considered independent under the applicable NYSE rules and SEC rules and regulations;

•

a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);

•

a statement, signed by the recommended nominee, (i) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation, (ii) affirming the recommended nominee's willingness to be a director, and (iii) consenting to serve as a director if so elected;

•

if the recommending shareholder(s) has beneficially owned more than five percent of Duke Energy's capital stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;

•

if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and

•

all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding (i) the recommended nominee's business experience, (ii) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee, and (iii) material relationships or transactions, if any, between the recommended nominee and Duke Energy's management.

Director Candidate Nominations through Proxy Access. In order to nominate a director pursuant to the Corporation's proxy access provision, shareholders who meet the eligibility and other requirements set forth in Section 3.04 of the Corporation's By-Laws must send a written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201-1414. The written notice must provide the information set forth above, as well as the other detailed requirements set forth in Section 3.04 of the Corporation's By-Laws, which can be located on our website atwww.duke-energy.com/our-company/investors/corporate-governance.

​

30    DUKE ENERGY – 2017 Proxy Statement

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Table of Contents

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

New Directors Since the 2016 Annual Meeting

Following the 2016 Annual Meeting at which four of the Corporation's directors retired, the Corporate Governance Committee sought to recruit additional Board members whose qualifications align with the needs of the Board in light of the major risks and issues facing the Corporation as well as its long-term strategy. After working with an independent search firm, the Corporate Governance Committee recommended in August 2016 that Mr. William E. Webster, Jr. be appointed to the Board effective September 1, 2016. Mr. Webster brings extensive knowledge gained during his 34 years in the nuclear industry which has given him regulatory expertise as well as a unique insight into best practices in engineering and risk management. The committee also recommended, in connection with the acquisition by the Corporation of Piedmont Natural Gas, that Mr. Thomas E. Skains, the Chairman, President and Chief Executive Officer of Piedmont Natural Gas prior to the closing of the acquisition, join the Corporation's Board, effective upon the closing of the acquisition on October 3, 2016. Among other things, Mr. Skains, who retired from Piedmont Natural Gas upon the closing of the acquisition, brings his significant knowledge of the natural gas business to the Corporation's Board which is extremely valuable to the Board following the Corporation's expansion of its natural gas business through the Piedmont Natural Gas acquisition. In February of 2017, the Corporate Governance Committee recommended the appointment of Mr. Theodore F. Craver, Jr. effective March 1, 2017. Mr. Craver has 20 years of experience at Edison International, the parent company of a large utility and various competitive electric businesses, at which he was Chairman, President and Chief Executive Officer from 2008 until his retirement in 2016.

Director Onboarding. With the addition of a number of new directors to our Board over the past several years, the director onboarding process has become increasingly more important to educating our new directors about Duke Energy. Immediately following their appointment, each new director meets individually with the senior executives responsible for our major lines of business and operations so that they may better understand the issues involved in all aspects of the Corporation's business. In addition to discussing the Corporation's businesses and operations, the new directors learn about our corporate governance practices and policies; the financial and technical aspects of the Corporation's electric utility, natural gas and commercial renewables businesses; the enterprise's significant risks; the Corporation's long-term strategy; and Duke Energy's long-standing mission to provide clean, reliable and affordable energy for our customers.

Communications with Directors

Interested parties can communicate with any of our directors by writing to our Corporate Secretary at the following address:

Corporate Secretary
Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201-1414

Interested parties can communicate with our Independent Lead Director by writing to the following address:

Independent Lead Director
c/o Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201-1414

Our Corporate Secretary will distribute communications to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Duke Energy Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors be excluded, such as: spam; junk mail and mass mailings; service complaints; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, obscene or similarly unsuitable will be excluded. However, any communication that is so excluded remains available to any director upon request.

Corporate Governance Committee
Michael G. Browning, Chairperson
Daniel R. DiMicco
Ann Maynard Gray
William E. Kennard

​

DUKE ENERGY – 2017 Proxy Statement    31

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Table of Contents

DIRECTOR COMPENSATION

Annual Retainer and Fees. During 2016, the retainer and meeting fees paid to our independent directors consisted of:

	​					​	Meeting Fees														​
Type of Fee	​	Fee (Other Than for Meetings) ($)				​	In-Person Attendance at Meetings Held in Conjunction With a Regular Board of Directors Meeting ($)				​	In-Person Meetings Not Held in Conjunction With a Regular Board of Directors Meeting ($)				​	Telephonic Participation in Meetings ($)				​
​	​	​				​	​				​	​				​	​				​
Annual Board of Directors Retainer (Cash)	​	​	90,000		​	​	​	​		​	​	​	​		​	​	​	​		​	​
Annual Board of Directors Retainer (Stock)	​	​	125,000		​	​	​			​	​	​			​	​	​			​	​
Board of Directors Meeting Fees	​	​	​		​	​	​	2,000		​	​	​	2,500		​	​	​	2,000		​	​
Annual Board Chair Retainer (if applicable)	​	​	100,000		​	​	​			​	​	​			​	​	​			​	​
Annual Lead Director Retainer (if applicable)	​	​	40,000		​	​	​	​		​	​	​	​		​	​	​	​		​	​
Annual Audit Committee Chair Retainer	​	​	25,000		​	​	​			​	​	​			​	​	​			​	​
Annual Chair Retainer (Other committees)	​	​	15,000		​	​	​	​		​	​	​	​		​	​	​	​		​	​
Audit Committee and Finance and Risk Management Committee Meeting Fees	​	​			​	​	​	3,000		​	​	​	2,500		​	​	​	2,000		​	​
Nuclear Oversight Committee Meeting Fees	​	​	​		​	​	​	4,000		​	​	​	2,500		​	​	​	2,000		​	​
Regulatory Policy and Operations Committee Meeting Fees	​	​			​	​	​	3,500		​	​	​	2,500		​	​	​	2,000		​	​
Other Committee Meeting Fees	​	​	​		​	​	​	2,000		​	​	​	2,500		​	​	​	2,000		​	​
​	​	​				​	​				​	​				​	​				​

Annual Stock Retainer for 2016. In 2016, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully-vested shares.

Deferral Plan and Stock Purchases. Directors may elect to receive all or a portion of their annual compensation, consisting of retainers and attendance fees, on a current basis, or defer such compensation under the Duke Energy Corporation Directors' Savings Plan (the "Directors' Savings Plan"). Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board of Directors.

Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains the Duke Energy Foundation Matching Gifts Program under which directors are eligible to request matching contributions of up to $5,000 per director per calendar year to qualifying institutions. Duke Energy also maintains a Directors' Charitable Giving Program. Eligibility for this program has been frozen and Ms. Gray is the only current director who is eligible. Under this program, Duke Energy will make a donation of up to $1 million upon the director's death, or the actuarial present value of that amount during the director's lifetime, to a charitable organization selected by the director. At Ms. Gray's request, a donation was made under this program during 2016. No additional contributions will be made under this legacy program on behalf of our current directors. In addition, Duke Energy made a $2,500 donation to designated charities on behalf of the independent directors who retired in May 2016 as well as a $1,000 donation to the American Red Cross in November 2016 on behalf of each of the independent directors who were actively serving at that time.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

Stock Ownership Guidelines. Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common stock (or common stock equivalents). Currently, each independent director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer (i.e., an ownership level of $450,000) or retain 50% of his or her vested annual equity retainer. All independent directors were in compliance with the guidelines as of December 31, 2016.

​

32    DUKE ENERGY – 2017 Proxy Statement

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Table of Contents

DIRECTOR COMPENSATION

The following table describes the compensation earned during 2016 by each individual who served as an independent director during 2016. Because Mr. Craver joined the Board of Directors on March 1, 2017, he did not receive any compensation in 2016 and is not listed below.

Name	​	Fees Earned or Paid in Cash ($)(2)				​	Stock Awards ($)(3)		​	All Other Compensation ($)(4)				​	Total ($)		​
​	​	​				​	​		​	​				​	​		​
Michael J. Angelakis	​	​	155,346		​	​	125,000		​	​	1,270		​	​	281,616		​
Michael G. Browning	​	​	215,308		​	​	125,000		​	​	6,270		​	​	346,578		​
Harris E. DeLoach, Jr.(1)	​	​	52,654		​	​	0		​	​	3,493		​	​	56,147		​
Daniel R. DiMicco	​	​	132,000		​	​	125,000		​	​	1,270		​	​	258,270		​
John H. Forsgren	​	​	164,808		​	​	125,000		​	​	6,270		​	​	296,078		​
Ann Maynard Gray	​	​	153,192		​	​	125,000		​	​	488,988		(5)	​	767,180		​
James H. Hance, Jr.(1)	​	​	67,846		​	​	0		​	​	7,749		​	​	75,595		​
John T. Herron	​	​	159,808		​	​	125,000		​	​	6,270		​	​	291,078		​
James B. Hyler, Jr.	​	​	165,500		​	​	125,000		​	​	1,270		​	​	291,770		​
William E. Kennard	​	​	157,783		​	​	125,000		​	​	6,270		​	​	289,053		​
E. Marie McKee	​	​	178,500		​	​	125,000		​	​	6,270		​	​	309,770		​
Richard A. Meserve(1)	​	​	50,154		​	​	0		​	​	7,749		​	​	57,903		​
Charles W. Moorman IV(1)	​	​	110,165		​	​	147,321		​	​	6,226		​	​	263,712		​
James T. Rhodes(1)	​	​	57,346		​	​	0		​	​	7,749		​	​	65,095		​
Carlos A. Saladrigas	​	​	156,654		​	​	125,000		​	​	6,270		​	​	287,924		​
Thomas E. Skains(1)	​	​	43,011		​	​	73,146		​	​	6,066		​	​	122,223		​
William E. Webster, Jr.(1)	​	​	50,837		​	​	84,135		​	​	2,915		​	​	137,887		​
​	​	​				​	​		​	​				​	​		​

(1)

Effective May 5, 2016, Mr. DeLoach, Mr. Hance, Dr. Meserve and Dr. Rhodes retired from the Board of Directors of Duke Energy. Mr. Moorman, Mr. Webster and Mr. Skains were appointed to the Board of Directors of Duke Energy on March 1, 2016, September 1, 2016, and October 3, 2016, respectively.

(2)

Mr. Angelakis, Mr. Browning, Mr. DeLoach, Mr. DiMicco, Mr. Hyler, Dr. Meserve, Mr. Moorman, Dr. Rhodes, Mr. Saladrigas and Mr. Webster elected to defer $77,673; $215,308; $52,654; $132,000; $82,750; $25,077; $110,165; $28,673; $156,654 and $25,419, respectively, of their 2016 cash compensation under the Directors' Savings Plan.

(3)

This column reflects the grant date fair value of the stock awards granted to each eligible director during 2016. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 20 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016, ("Form 10-K") for an explanation of the assumptions made in valuing these awards. In March 2016, Mr. Moorman received a prorated portion of the 2015-16 annual stock retainer, amounting to 304 shares of Duke Energy common stock. In May 2016, each sitting director on the Duke Energy Board received their annual stock retainer in the form of 1,559 shares of Duke Energy common stock. Mr. Angelakis, Mr. Browning, Mr. DiMicco, Mr. Forsgren, Mr. Hyler, Mr. Kennard, Mr. Moorman, Mr. Saladrigas and Ms. Gray elected to defer their 2016-17 stock retainer of Duke Energy shares under the Directors' Savings Plan. In addition, Mr. Webster and Mr. Skains received a prorated portion of the 2016-17 annual stock retainer, amounting to 1,061 and 925 shares of Duke Energy common stock, respectively, upon joining the Board of Directors during 2016.

(4)

As described in the following table, All Other Compensation for 2016 includes cost associated with personal use of company aircraft, a business travel accident insurance premium that was prorated among the directors based on their service on the Board of Directors during 2016, contributions made in the director's name to charitable organizations and a gift for the directors who retired in 2016.

Name	​	Personal Use of Airplane ($)				​	Business Travel Accident Insurance ($)				​	Charitable Contributions ($)				​	Retirement Gift ($)				​	Total ($)		​
​	​	​				​	​				​	​				​	​				​	​		​
Michael J. Angelakis	​	​	0		​	​	​	270		​	​	​	1,000		​	​	​	0		​	​	1,270		​
Michael G. Browning	​	​	0		​	​	​	270		​	​	​	6,000		​	​	​	0		​	​	6,270		​
Harris E. DeLoach, Jr.	​	​	744		​	​	​	93		​	​	​	2,500		​	​	​	156		​	​	3,493		​
Daniel R. DiMicco	​	​	0		​	​	​	270		​	​	​	1,000		​	​	​	0		​	​	1,270		​
John H. Forsgren	​	​	0		​	​	​	270		​	​	​	6,000		​	​	​	0		​	​	6,270		​
Ann Maynard Gray	​	​	0		​	​	​	270		​	​	​	488,718		(5)	​	​	0		​	​	488,988		​
James H. Hance, Jr.	​	​	0		​	​	​	93		​	​	​	7,500		​	​	​	156		​	​	7,749		​
John T. Herron	​	​	0		​	​	​	270		​	​	​	6,000		​	​	​	0		​	​	6,270		​
James B. Hyler, Jr.	​	​	0		​	​	​	270		​	​	​	1,000		​	​	​	0		​	​	1,270		​
William E. Kennard	​	​	0		​	​	​	270		​	​	​	6,000		​	​	​	0		​	​	6,270		​
E. Marie McKee	​	​	0		​	​	​	270		​	​	​	6,000		​	​	​	0		​	​	6,270		​
Richard A. Meserve	​	​	0		​	​	​	93		​	​	​	7,500		​	​	​	156		​	​	7,749		​
Charles W. Moorman IV	​	​	0		​	​	​	226		​	​	​	6,000		​	​	​	0		​	​	6,226		​
James T. Rhodes	​	​	0		​	​	​	93		​	​	​	7,500		​	​	​	156		​	​	7,749		​
Carlos A. Saladrigas	​	​	0		​	​	​	270		​	​	​	6,000		​	​	​	0		​	​	6,270		​
Thomas E. Skains	​	​	0		​	​	​	66		​	​	​	6,000		​	​	​	0		​	​	6,066		​
William E. Webster, Jr.	​	​	0		​	​	​	90		​	​	​	2,825		​	​	​	0		​	​	2,915		​
​	​	​				​	​				​	​				​	​				​	​		​

(5)

In 2016, upon Ms. Gray's request, a donation was made under the Charitable Giving Program in an amount equal to the actuarial present value of her benefit under the program, resulting in a donation on her behalf of $482,718. As indicated on page 32, no additional contributions will be made under this legacy program on behalf of our current directors.

​

DUKE ENERGY – 2017 Proxy Statement    33

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the amount of Duke Energy common stock beneficially owned by the current directors, the executive officers listed in the Summary Compensation Table under Executive Compensation (referred to as the named executive officers), and all directors and executive officers as a group as of February 26, 2017. There were 699,611,196 shares of Duke Energy common stock outstanding as of February 26, 2017. Because Mr. Craver, Jr. did not join the Board until March 1, 2017, he is not included in the following tables. On March 1, 2017, Mr. Craver received 268 shares of Duke Energy common stock as a prorated portion of the 2016-2017 annual stock retainer.

Name or Identity of Group	​	Total Shares Beneficially Owned(1)				​	Percent of Class				​
​	​	​				​	​				​
Michael J. Angelakis	​	​	11,482		​	​	​	*		​	​
Michael G. Browning	​	​	71,899		​	​	​	*		​	​
Daniel R. DiMicco	​	​	41,771		​	​	​	*		​	​
John H. Forsgren	​	​	20,006		​	​	​	*		​	​
Lynn J. Good	​	​	100,112		​	​	​	*		​	​
Ann Maynard Gray	​	​	25,799		​	​	​	*		​	​
John T. Herron	​	​	13,726		​	​	​	*		​	​
James B. Hyler, Jr.	​	​	14,831		​	​	​	*		​	​
Dhiaa M. Jamil	​	​	18,664		​	​	​	*		​	​
Julia S. Janson	​	​	15,981		​	​	​	*		​	​
William E. Kennard	​	​	5,932		​	​	​	*		​	​
E. Marie McKee	​	​	137		​	​	​	*		​	​
Charles W. Moorman IV	​	​	3,307		​	​	​	*		​	​
Carlos A. Saladrigas	​	​	4,092		​	​	​	*		​	​
Thomas E. Skains	​	​	28,615		​	​	​	*		​	​
William E. Webster, Jr.	​	​	1,061		​	​	​	*		​	​
Lloyd M. Yates	​	​	41,650		​	​	​	*		​	​
Steven K. Young	​	​	42,741		​	​	​	*		​	​
Directors and executive officers as a group (22)	​	​	534,426		​	​	​	*		​	​
​	​	​				​	​				​

*

Represents less than 1%.

(1)

Includes the following number of shares with respect to which directors and executive officers have the right to acquire beneficial ownership within 60 days of February 26, 2017: Mr. Angelakis – 1,609; Mr. Browning – 21,494 ; Mr. DiMicco – 17,156; Mr. Forsgren – 14,600; Ms. Good – 0; Ms. Gray – 2,109; Mr. Herron – 0; Mr. Hyler – 8,592; Mr. Jamil – 0; Ms. Janson – 0; Mr. Kennard – 5,932; Ms. McKee – 137; Mr. Moorman – 1,609; Mr. Saladrigas – 1,229; Mr. Skains – 27,680; Mr. Webster – 0; Mr. Yates – 0; Mr. Young – 0; and all directors and executive officers as a group – 102,149.

Ownership of Units Representing Common Stock

The table below shows ownership of other units (not listed in the table above) related to Duke Energy common stock under the Directors' Savings Plan. These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of Duke Energy common stock.

Name	​	Number of Units				​
​	​	​				​
Michael J. Angelakis	​	​	0		​	​
Michael G. Browning	​	​	28,763		​	​
Daniel R. DiMicco	​	​	1,313		​	​
John H. Forsgren	​	​	0		​	​
Ann Maynard Gray	​	​	5,113		​	​
John T. Herron	​	​	0		​	​
James B. Hyler, Jr.	​	​	11,103		​	​
William E. Kennard	​	​	0		​	​
E. Marie McKee	​	​	56,190		​	​
Charles W. Moorman IV	​	​	0		​	​
Carlos A. Saladrigas	​	​	33,368		​	​
Thomas E. Skains	​	​	0		​	​
William E. Webster, Jr.	​	​	0		​	​
​	​	​				​

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34    DUKE ENERGY – 2017 Proxy Statement

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Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below shows ownership of other units (not listed in the table on page 34) related to Duke Energy common stock under the Duke Energy Corporation Executive Savings Plan ("Executive Savings Plan"). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of Duke Energy common stock.

Name	​	Number of Units				​
​	​	​				​
Lynn J. Good	​	​	72		​	​
Steven K. Young	​	​	478		​	​
Dhiaa M. Jamil	​	​	1,805		​	​
Julia S. Janson	​	​	201		​	​
Lloyd M. Yates	​	​	10,984		​	​
​	​	​				​

The following table lists the beneficial owners of five percent or more of Duke Energy's outstanding shares of common stock as of December 31, 2016. This information is based on the most recently available reports filed with the SEC and provided to us by the company listed.

Name or Identity of Beneficial Owner	​	Shares of Common Stock Beneficially Owned				​	Percentage				​
​	​	​				​	​				​
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	​	​	46,552,427		​	​	​	6.75		%(1)	​​
BlackRock Inc. 40 East 52nd Street New York, NY 10022	​	​	42,107,192		​	​	​	6.10		%(2)	​​​
​	​	​				​	​				​

(1)

According to the Schedule 13G/A filed by The Vanguard Group, these shares are beneficially owned by The Vanguard Group, which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 1,146,371 shares, 160,356 shares with shared voting power, sole dispositive power with regard to 45,331,347 shares and 1,221,080 shares with shared dispositive power.

(2)

According to the Schedule 13G/A filed by BlackRock Inc., these shares are beneficially owned by BlackRock Inc., which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 36,065,492 shares, 0 shares with shared voting power, sole dispositive power with regard to 42,107,192 shares and 0 shares with shared dispositive power.

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DUKE ENERGY – 2017 Proxy Statement    35

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PROPOSAL 2:     RATIFICATION OF DELOITTE & TOUCHE LLP AS
DUKE ENERGY CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2017

The Audit Committee is directly responsible for the appointment and compensation, including the preapproval of audit fees as described below, and the retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. The Audit Committee has selected Deloitte & Touche LLP ("Deloitte") as Duke Energy's independent registered public accounting firm for 2017. Deloitte has served as our independent registered public accounting firm since 1978.

Independence

The Audit Committee and the Board believe that the continued retention of Deloitte as Duke Energy's independent registered public accounting firm is in the best interests of the Corporation and its shareholders. Deloitte's years of experience with Duke Energy have allowed them to gain expertise regarding Duke Energy's operations, accounting policies and practices and internal controls over financial reporting. It also prevents the significant time commitment that educating a new auditor would entail, which could also result in distraction in focus for Duke Energy management.

To safeguard the continued independence of the independent registered public accounting firm, the Audit Committee adopted a policy that provides that the independent registered public accounting firm is only permitted to provide services to Duke Energy and its subsidiaries that have been preapproved by the Audit Committee. Pursuant to the policy, detailed audit services, audit-related services, tax services and certain other services have been specifically preapproved up to certain categorical fee limits. In the event that the cost of any of these services may exceed the preapproved limits, the Audit Committee must approve the service before the independent registered public accounting firm is engaged for such service. All other services that are not prohibited pursuant to the SEC's or other applicable regulatory bodies' rules or regulations must be specifically approved by the Audit Committee before the independent registered public accounting firm is engaged for such service. All services performed in 2016 and 2015 by the independent registered public accounting firm were approved by the Duke Energy Audit Committee pursuant to its policy on Engaging the Independent Auditor for Services.

In addition to the annual review of Deloitte's independence and in association with the mandated rotation of Deloitte's lead engagement partner, the Audit Committee is directly involved in the selection of Deloitte's new lead engagement partner.

Representatives of Deloitte are expected to participate in the Annual Meeting and will be available to respond to appropriate questions. Information on Deloitte's fees for services rendered in 2016 and 2015 are listed below.

The approval of a majority of shares represented in person or by proxy at the Annual Meeting is required to approve this proposal.

Audit Fees

Type of Fees	​	2016		​	2015				​
​	​	​		​	​				​
Audit Fees(1)	​	$	13,822,090	​	​	$	12,392,000	(5)	​​
Audit-Related Fees(2)	​	649,000		​	​	2,438,000		(5)	​
Tax Fees(3)	​	384,000		​	​	195,000		​	​
All Other Fees(4)	​	225,000		​	​	40,000		​	​
​	​​	​		​​	​				​ ​
TOTAL FEES:	​	$	15,080,090	​	​	$	15,065,000	​	​​
​	​	​		​	​				​

(1)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the financial statement audits, audit of the financial statements of Duke Energy and its subsidiaries included in Duke Energy's Annual Report on Form 10-K and reviews of financial statements included in Duke Energy's Quarterly Reports on Form 10-Q. Total audit fees for 2016 also include amounts for the audits of Piedmont Natural Gas. Audit fees also include services related to certain regulatory and agreed upon procedures reports.

(2)

Audit-Related Fees are fees billed, or expected to be billed, by Deloitte for assurance and related services that are reasonably related to the performance of an audit or review of financial statements, including assistance with acquisitions and divestitures and internal control reviews.

(3)

Tax Fees are fees billed by Deloitte for tax return assistance and preparation, tax examination assistance and professional services related to tax planning and tax strategy.

(4)

Other Fees are billed by Deloitte for attendance at Deloitte-sponsored conferences and access to Deloitte research tools and subscription services. Additionally, 2016 includes information technology consulting services related to human resources software selection seminars.

(5)

Audit Fees and Audit-Related Fees for 2015 have been updated from the number disclosed in the 2016 proxy statement to reflect the movement of Duke Energy Ohio Gas Examination fees from Audit-Related Fees to Audit Fees.

For the Above Reasons, the Board of Directors Recommends a Vote "FOR" This Proposal.

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36    DUKE ENERGY – 2017 Proxy Statement

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REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to Duke Energy's audited financial statements for the fiscal year ended December 31, 2016.

The information contained in this Audit Committee Report shall not be deemed to be "soliciting material" or "filed" or "incorporated by reference" in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Duke Energy specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The purpose of the Audit Committee is to assist the Board in its general oversight of Duke Energy's financial reporting, internal controls and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the committee and is available on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/audit. Further information about the Audit Committee, its Policy on Engaging the Independent Auditor for Services and its members is detailed on pages 24 and 36 of the proxy statement.

The Audit Committee has reviewed and discussed the consolidated financial statements with management and Deloitte, the Corporation's independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of Duke Energy's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and, evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Deloitte is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States ("GAAP"), as well as expressing an opinion on the effectiveness of internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013).

The Audit Committee reviewed the Corporation's audited financial statements with management and Deloitte, and met separately with both management and Deloitte to discuss and review those financial statements and reports prior to issuance. These discussions also addressed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management has represented, and Deloitte has confirmed, that the financial statements present fairly, in all material respects, in conformity with GAAP.

In addition, management completed the documentation, testing and evaluation of Duke Energy's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Deloitte at regularly scheduled Audit Committee meetings. At the conclusion of the process, management presented to the Audit Committee on the effectiveness of the Corporation's internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Corporation's Form 10-K filed with the SEC, as well as Deloitte's Report of Independent Registered Public Accounting Firm included in the Corporation's Form 10-K related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Corporation's efforts related to its internal control over financial reporting and management's preparations for the evaluation in fiscal 2017.

The Audit Committee has discussed with Deloitte the matters required to be discussed by professional and regulatory requirements, including, but not limited to, the standards of the Public Company Accounting Oversight Board regarding The Auditors' Communications with Those Charged with Governance. In addition, Deloitte has provided the Audit Committee with the written disclosures and the letter required by "Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence" that relates to Deloitte's independence from Duke Energy and its subsidiaries and the Audit Committee has discussed with Deloitte the firm's independence.

Based on its review of the consolidated financial statements and discussions with and representations from management and Deloitte referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Duke Energy's 2016 Form 10-K, for filing with the SEC.

Audit Committee
Michael J. Angelakis, Chairperson
John H. Forsgren
James H. Hance,B. Hyler, Jr.
E. Marie McKee
Carlos A. Saladrigas

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PROPOSAL 3:     ADVISORY VOTE TO APPROVE DUKE ENERGY
CORPORATION'S NAMED EXECUTIVE OFFICER
COMPENSATION

At the 2011 Annual Meeting, our shareholders recommended that our Board of Directors hold say-on-pay votes on an annual basis. As a result, we are providing our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

In connection with this proposal, the Board of Directors encourages shareholders to review in detail the description of the compensation program for our named executive officers that is set forth in the Compensation Discussion and Analysis beginning on page 39, as well as the information contained in the compensation tables and narrative discussion in this proxy statement.

As described in more detail in the Compensation Discussion and Analysis section, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined measures of success. A significant portion of our named executive officers' total direct compensation is directly contingent upon achieving specific results that are important to our long-term success and growth in shareholder value. We supplement our pay-for-performance program with a number of compensation policies that are aligned with the long-term interests of Duke Energy and its shareholders.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as disclosed in this proxy statement by voting "FOR" the following resolution:

"RESOLVED, that the shareholders of Duke Energy approve, on an advisory basis, the compensation paid to Duke Energy's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in Duke Energy's 2017 Proxy Statement."

The approval of a majority of shares represented in person or by proxy at the Annual Meeting is required to approve this proposal. Because your vote is advisory, it will not be binding on the Board of Directors, the Compensation Committee or Duke Energy. The Compensation Committee, however, will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.

For the Above Reasons, the Board of Directors Recommends a Vote "FOR" This Proposal.

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38    DUKE ENERGY – 2017 Proxy Statement

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of Duke Energy is responsible for the oversight of the Corporation's compensation programs and compensation of the Corporation's executives, per the Committee's Charter which is available on our website atwww.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/compensation.

The Compensation Committee of Duke Energy has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee
E. Marie McKee, Chairperson
Michael G. Browning
Charles W. Moorman IV
Carlos A. Saladrigas

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis is to provide information about Duke Energy's compensation objectives and policies for our named executive officers. Our named executive officers, who, for 20142016 are:

Name	​	Title
​	​	​
Lynn J. Good	​	Vice Chairman, President and Chief Executive Officer
Steven K. Young	​	Executive Vice President and Chief Financial Officer
Dhiaa M. Jamil(1)	​	Executive Vice President and President, Regulated GenerationChief Operating Officer
Marc E. ManlyJulia S. Janson	​	Executive Vice President, Chief Legal Officer and President, Commercial PortfolioCorporate Secretary
Lloyd M. Yates(2)	​	Executive Vice President, Market SolutionsCustomer and Delivery Operations and President, Carolinas Region
​	​	​

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COMPENSATION DISCUSSION AND ANALYSIS

(1)

Mr. Jamil served as Executive Vice President and President, Duke Energy Nuclear until the realignment described below, effective August 1, 2014.

(2)

Mr. Yates served as Executive Vice President, Regulated Utilities until the realignment described below, effective August 1, 2014.

Executive Summary of the Compensation Discussion and Analysis

2016 Compensation Highlights

As discussed throughout this Compensation Discussion and Analysis, our compensation program is designed to link pay to performance. Our 2016 Business Highlights are described on page 5 of this proxy statement.

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Objectives of the Compensation Program

Our executiveDuke Energy is committed to creating value for our shareholders while building trust and transforming our energy future. We continuously strive to achieve this core purpose of creating shareholder value in all that we do, but with a particular emphasis on the areas described below in The Road Ahead.

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COMPENSATION DISCUSSION AND ANALYSIS

We design our compensation program isso that it motivates our executives to focus on the four priorities in The Road Ahead, all of which are designed to achieveensure that our compensation program aligns with the objectives set forth below:interests of executives and shareholders:

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Objective		Description
​	​	​
Pay-for-Performance		We emphasize performance-based compensation, which motivates executives and key employees to achieve strong financial, operational and individual performance in a manner that balances short-term and long-term results.
Attract and Retain Talented Leadership		We attempt to attract and retain talented executive officers and key employees by providing total compensation competitive with that of other executives and key employees of similarly sized companies and with similar complexity, whether within or outside of the utility sector.
Align Interests of Executives with Shareholders		We encourage a long-term commitment to Duke Energy and align the interests of executives with shareholders, by providing a significant portion of total compensation in the form of stock-based incentives and requiring target levels of stock ownership.
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COMPENSATION DISCUSSION AND ANALYSIS

Pay-for-Performance

The guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results, as compared to predetermined measures of success.

As described below, the variable and equity-based components of ourOur core compensation program are short-term incentives ("STI") and long-term incentives ("LTI"). Our STI opportunities are provided under an annual cash bonus plan, the payout of which is dependent on corporate, operational and individual performance. Our LTI opportunities are provided through a three-year equity

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COMPENSATION DISCUSSION AND ANALYSIS

based compensation plan (i.e., restricted stock units and performance shares), and the payout of the performance shares is also dependent on corporate performance.

As a result, a significant portion of our named executive officers' total direct compensation — which consists of base salary, as well as target STI and LTI opportunities — is directly contingent on achieving specific results that are key to our long-term success(performance shares and growth in shareholder value. For example, approximately 85% of the total direct compensation opportunity (assuming target performance) for Ms. Good and approximately 75% of the total direct compensation opportunity (assuming target performance) for our other named executive officers was provided, as of December 31, 2014, in the form of STI and LTI.

Performance is measured on multiple metrics, including adjusted diluted earnings per share, operation and maintenance expense, reliability, safety, total shareholder return, and return on equity, to provide a balanced mix of incentives and reduce the risk of relying on a single metric.

The actual amount of compensation received by the named executive officers in connection with STI and LTI opportunities varies based on ourrestricted stock price and the extent to which predetermined corporate, operational and individual goals are achieved.units). The following charts illustratechart illustrates the components of the target total direct compensation opportunities provided to our named executive officers.

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Align Interests of Named Executive Officers and Shareholders

We supplement our pay-for-performance program with a number of compensation policies intended to align the interests of management and our shareholders. Following are key features of our executive compensation program:program, which reinforce our pay-for-performance philosophy and strengthen the alignment of interests of our executives and shareholders:

​	​	​	​	​	​	​
AT DUKE ENERGY WE...				AT DUKE ENERGY WE DO NOT...
​	​	​	​	​	​	​
		Tie a high ratio of the pay of our executives to corporate and individual performance. As described above, between 75% and 85% of the total direct compensation opportunity (assuming target performance) for our named executive officers was provided in the form of STI and LTI as of December 31, 2014.				Provide Golden Parachute Tax Gross-Ups. We do not provide excise tax gross-ups for severance received by our named executive officers under the Change in Control Agreements or under the Duke Energy Corporation Executive Severance Plan ("Executive Severance Plan").
​	​	​	​	​	​	​
		Require significant stock ownership. We maintain aggressive guidelines to reinforce the importance of Duke Energy stock ownership. This isThese guidelines are intended to align the interests of executives and shareholders and to focus the executives on our long-term success. Under these guidelines, each of our current named executive officerofficers must own Duke Energy shares in accordance with the following schedule:				Permit hedging or pledging of Duke Energy securities.Provide tax gross-ups. We have a policy that prohibits employees (including thedo not provide excise tax gross-ups for severance received by our named executive officers) from tradingofficers under Change in options, warrants, putsControl Agreements or under the Executive Severance Plan, and calls or similar instruments in connection with Duke Energy securities, or selling Duke Energy securities "short." In addition, we prohibit the pledging of Duke Energy securities in margin accounts.do not provide tax gross-ups on other payments such as perquisites.

 

Leadership Position		Value of Shares
​	​	​
Chief Executive Officer		5x6x Base SalarySalary*
Other Named Executive Officers		3x Base Salary
​	​	​

*In order to further strengthen our stock ownership guidelines, the Chief Executive Officer's ownership requirement was increased from 5X to 6X of her base salary during 2016.

​	​	​	​	​	​	​
		Maintain a stock holding policy. Each named executive officer is required to hold 50% of all shares acquired under the LTI program (after the payment of any applicable taxes) and 100% of all shares acquired upon the exercise of stock options (after payment of the exercise price and taxes) until the applicable stock ownership requirement is satisfied. Each of our named executive officers and directors was in compliance with the stock ownership/stock holding policy during 2014.2016.				Permit hedging or pledging of Duke Energy securities. We have a policy that prohibits employees (including the named executive officers) and directors from trading in options, warrants, puts and calls or similar instruments in connection with Duke Energy securities, or selling Duke Energy securities "short." In addition, we prohibit the pledging of Duke Energy securities in margin accounts.
​	​	​	​	​	​	​
		Tie incentive compensation to a clawback policy. We maintain a "clawback policy," which would allow us to recover (i) certain cash or equity-based incentive compensation tied to financial results in the event those results were restated due at least in part to the recipient's fraud or misconduct or (ii) an inadvertent payment based on an incorrect calculation.				Provide "single trigger" severance upon a change in control. Our Change in Control Agreements provide cash severance only upon a "double trigger," meaning that change in control severance is payable only if our named executive officers incur a qualifying termination of employment (i.e., an involuntary termination without "cause" or a voluntary termination for "good reason") and the termination occurs in connection with a change in control of Duke Energy.
​	​	​	​	​	​	​
		Tie incentive compensation to a clawback policy. We maintain a "clawback policy," which would allow us to recover (i) certain cash or equity-based incentive compensation based on financial results in the event those results were restated due at least in part to the recipient's fraud or misconduct or (ii) an inadvertent payment based on an incorrect calculation.				Provide employment agreements to a broad group. Except for our Chief Executive Officer, no other executives are provided a comprehensive employment agreement.
​	​	​	​	​	​	​
		Provide a consistent level of severance. We maintain anthe Duke Energy Corporation Executive Severance Plan ("Executive Severance Plan") in order to provide a consistent approach to executive severance and to provide eligible employees, including our named executive officers (excluding Ms. Good, who is provided with severance compensation through her employment agreement), with certainty and security while they are focusing on their duties and responsibilities. Under this plan, severance compensation is payable only upon a qualifying termination of employment (i.e., an involuntary termination without "cause" or a voluntary termination for "good reason").				Encourage excessive or inappropriate risk-taking throughProvide employment agreements to a broad group. Except for our compensation program. Our plans focus on aligning Duke Energy's compensation policies with the long-term interests of Duke Energy and avoid rewards that could create unnecessary risks to the Company, as evidenced by the policies described on page 49.Chief Executive Officer, no executive is provided a comprehensive employment agreement.
​	​	​	​	​	​	​
		Maintain a shareholder approval policy for severance agreements. We have a policy generally to seek shareholder approval for any future agreements with our named executive officers that provide severance compensation in excess of 2.99 times the executive's annual compensation or that provide for tax gross-ups in connection with a termination event.				ProvideEncourage excessive perquisites.or inappropriate risk-taking through our compensation program. Our perquisites program is limited to anIn consultation with the Compensation Committee, members of management from Duke Energy's Human Resources, Legal and Risk Management groups assessed whether our compensation policies and practices encourage excessive or inappropriate risk-taking by our employees, including employees other than our named executive physical, an airline membership club to facilitate travel, limited personal useofficers. This assessment included a review of corporate aircraft (subjectthe risk characteristics of Duke Energy's business and the design of our incentive plans and policies. Management reported its findings to the requirementCompensation Committee, and after review and discussion, the Compensation Committee concluded that the executive reimburse Duke Energy for the direct operating costs for such travel), financial planningour plans and matching charitable contributions. See page 47 for additional details.policies do not encourage excessive or inappropriate risk-taking.
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AT DUKE ENERGY WE...				AT DUKE ENERGY WE DO NOT...
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		Comply with equity award granting policy. In recognition of the importance of adhering to specific practices and procedures in the granting of equity awards, the Compensation Committee has adopted a policy that applies to the granting of equity awards. Under this policy, annual grants to employees may be made at any regularly scheduled meeting, provided that reasonable efforts will be made to make such grants at the first regularly scheduled meeting of each calendar year, and annual grants to independent directors may be made by the Board of Directors at any regularly scheduled meeting, provided that reasonable efforts will be made to make such grants at the regularly scheduled meeting that is held in conjunction with the annual shareholder meeting of shareholders each year.				Provide excessive perquisites. Our perquisites program is limited to an executive physical, an airline club membership to facilitate travel, limited personal use of corporate aircraft (subject generally to the requirement that the executive reimburse Duke Energy for the direct operating costs for such travel), financial planning and matching charitable contributions. See page 52 for additional details.
​	​	​	​	​	​	​	​	​
		Use an independent compensation consultant. The Compensation Committee has engaged Frederic W.FW Cook & Company, Inc. to report directly to the Compensation Committee as its independent compensation consultant. The consultant has been instructed to provide completely independent advice to the Compensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the consulting firm from independently advising the Compensation Committee.				Provide dividend equivalents on unearned performance shares. Dividend equivalents are paid with respect to our performance share awards only if, and to the extent, the related performance share awards are earned and become vested.
​	​	​	​	​	​	​
		Review tally sheets. At least once a year, the Compensation Committee reviews tally sheets for each executive officer, which include a summary of compensation paid in prior years, compensation for the current year, the valuation of all outstanding equity awards and a summary of amounts payable upon a termination of employment under various circumstances. This information allows the Compensation Committee to evaluate the total compensation package for each named executive officer, as well as adjustments to specific elements of the total direct compensation package.
​	​	​	​	​	​	​
		Consider prior year's "say-on-pay" vote. As required by the Dodd Frank Act, we included a shareholder vote on executive compensation in last year's proxy statement, which was approved by approximately 92% of the votes represented in person or by proxy. The Compensation Committee considers the results of this advisory vote when designing our compensation program, including our emphasis on pay-for-performance, which is structured and designed to achieve our stated goals and objectives. In addition, we regularly engage our shareholders in an open dialogue regarding our compensation program.
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Realignment of Organization and Senior Roles

Effective August 1, 2014, the Compensation Committee approved adjustments to the compensation of Messrs. Young, Jamil and Yates, in connection with the restructuring of their respective roles and responsibilities. These organizational changes were made in order to support Duke Energy's long-term strategic focus. As part of the restructuring, the responsibilities for the regulated operations of Duke Energy were allocated between two executive officers as described below. These changes and their related compensation adjustments are summarized as follows:

•

Mr. Young received an increase in his annual base salary from $525,000 to $550,000 and an increase in his STI opportunity from 70% to 80%, each effective August 1, 2014, as well as an increase in his future LTI opportunity from 150% to 225%, effective January 1, 2015. These increases were made in recognition of Mr. Young's performance in his new role, as well as for internal pay equity purposes.DUKE ENERGY 

•

Mr. Jamil became Executive Vice President and President, Regulation Generation. In this role, Mr. Jamil is responsible for all power generation in the regulated utilities, including nuclear generation; environmental, health and safety; and fuels and system optimization. He continues to be responsible for project management and construction; and coal ash management. Mr. Jamil received an increase in his future LTI opportunity from 200% to 250% in recognition of his increased responsibilities. This increase was approved in two equal parts of 25% each, the first half in July 2014 and the second half in February 2015, and was first effective for stock grants approved in 2015.– 

2017 Proxy Statement

•

Mr. Yates became Executive Vice President, Market Solutions and President, Carolinas Region. In this role, Mr. Yates is responsible for the regulated operations, including electric distribution, in Duke Energy's North Carolina and South Carolina jurisdictions. He continues to lead the advancement of Duke Energy's enterprise strategy for distributed energy resources and adds responsibility for enterprise customer solutions and delivery. In connection with this expansion of responsibilities, Mr. Yates received an increase in his annual base salary from $565,000 to $615,000, effective August 1, 2014, and an increase in his future LTI opportunity from 200% to 225%, effective January 1, 2015.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Duke Energy's Compensation Program