Duke Energy : DEF 14A

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Filed by the Registrant ý

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

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• o Preliminary Proxy Statement

  UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

  SCHEDULE 14A

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• ý Definitive Proxy Statement

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• o Soliciting Material under §240.14a-12

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DUKE ENERGY CORPORATION

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Welcome to the Duke Energy

Annual Meeting of Shareholders

March 21, 2019

Dear Fellow Shareholders:

I am pleased to invite you to Duke Energy's Annual Meeting to be held on Thursday, May 2, 2019, at 12:30 p.m. Eastern time. We look forward to updating you on our plans for the future of Duke Energy and the progress we have made since our last Annual Meeting. We are excited to once again hold this year's Annual Meeting exclusively via live webcast. This is our third year using the online format. It has been well-received by shareholders and enabled us to use technology to open our Annual Meeting to shareholders all over the world and improve our communications with them while still providing them the same opportunities to vote and ask questions that they have had at previous in-person meetings. As a result of the online format, we are able to connect with more participants and answer more questions than we were able to do at previous in-person meetings.

Once again, you will be able to submit questions in writing in advance of the Annual Meeting on our pre-meeting forum at proxyvote.com. An audio broadcast of the Annual Meeting will also be available by phone toll-free at 1.888.254.3590, confirmation code 1907885. Details regarding how to participate in the Annual Meeting via live webcast, as well as the items to be voted on, are more fully described in the accompanying Notice of Annual Meeting of Shareholders and in the Frequently Asked Questions and Answers About the Annual Meeting on page 75 of this proxy statement.

This proxy statement contains details about our strong governance and executive compensation practices and the oversight of Duke Energy's strategy and risks by our Board. The Board has implemented numerous positive changes to our governance practices in recent years, many of which were influenced by the feedback we received from you, our shareholders. These changes are in addition to the progress made on implementing Duke Energy's long-term strategy in 2018, which is further detailed in the 2018 Annual Report that accompanies this proxy statement.

Your participation in the Annual Meeting is important to us. Please review this proxy statement prior to casting your vote as it contains important information relating to the business of the Annual Meeting. Page 1 contains instructions on how you can vote your shares online, by phone, or by mail. It is important that all of our shareholders, regardless of the number of shares owned, participate in the affairs of the Corporation.

Thank you for your continued investment in Duke Energy.

Sincerely,

Lynn J. Good

Chairman, President and CEO

Letter from the Independent

Lead Director

Dear Fellow Shareholders:

It is a great honor to serve as Duke Energy's Independent Lead Director. The Board is deeply committed to sound corporate governance, executive compensation, and risk management policies and practices to ensure that Duke Energy operates responsibly, efficiently, and in the best interests of shareholders. In 2018, we continued our annual shareholder engagement program, reaching out to holders of approximately one-third of our outstanding shares. These conversations were in addition to the numerous conversations we have every year with shareholders and stakeholders outside our shareholder engagement program. The feedback we have gathered both in 2018 and in previous years from this program has been instrumental in the Board's deliberations and adoption of our policies, practices, and disclosures.

The focus of our conversations in 2018 involved our corporate strategy and purpose; board oversight of key risk areas, including human capital management and climate change; the composition of our Board; and Duke Energy's environmental and sustainability goals and practices. Members of the Board were present in many of these conversations and feedback from shareholders was discussed by the Board.

I am fortunate to have the privilege of working with a diverse, engaged, and experienced group of directors at Duke Energy. This Board's diversity, not only of race, gender, and ethnicity, but also of experience, background, and skills, provides the Board with the varied opinions and perspectives that are necessary to allow us to actively oversee the most important issues facing Duke Energy. The Board strikes the right balance between fresh perspectives and established experience. Since the 2018 Annual Meeting, we have appointed two new directors, Annette K. Clayton and Marya M. Rose, to the Board. Our directors' diverse mix of ideas and experiences has resulted in a dynamic Board uniquely equipped to lead Duke Energy as it navigates the rapid changes occurring in the utility industry. I have been honored to lead this Board as Independent Lead Director, and to work closely with our Chairman, President and CEO, Lynn Good, who has skillfully positioned Duke Energy as a leader in the industry during this time of change.

We look forward to continuing our dialogue with you at the 2019 Annual Meeting and beyond. On behalf of the entire Board, thank you for your continued support.

Sincerely,

Michael G. Browning Independent Lead Director

Notice of Annual Meeting of Shareholders

May 2, 2019

12:30 p.m. Eastern time

Via live webcast at duke-energy.onlineshareholdermeeting.com

We will convene Duke Energy's Annual Meeting on Thursday, May 2, 2019, at 12:30 p.m. Eastern time via live webcast at 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's independent registered public accounting firm for 2019;

• 3. Advisory vote to approve Duke Energy's named executive officer compensation;

• 4. Four shareholder proposals; and

• 5. 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 4, 2019, are entitled to vote at the Annual Meeting by visiting duke-energy.onlineshareholdermeeting.com. To participate in the Annual Meeting via live webcast, you will need the 16-digit control number, which can be found on your Notice, on your proxy card, and on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 12:30 p.m. Eastern time. Online check-in will begin at 12:00 p.m. Eastern time. Please allow ample time for the online check-in process. An audio broadcast of the Annual Meeting will be available by phone toll-free at 1.888.254.3590, confirmation code 1907885.

Holding the Annual Meeting via live webcast allows us to communicate more effectively with more of our shareholders. On our pre-meeting forum at proxyvote.com, you can submit questions in writing in advance of the Annual Meeting, access copies of proxy materials, and vote.

This year we again plan to provide our proxy materials to our shareholders electronically. By doing so, most of our shareholders will only receive the Notice containing instructions on how to access the proxy materials electronically and vote online, by phone, or by mail. If you would like to request paper copies of the proxy materials, you may follow the instructions on the Notice. If you receive paper copies of the proxy materials, we ask you to consider signing up to receive these materials electronically in the future by following the instructions contained in this proxy statement. By delivering proxy materials electronically, we can reduce the consumption of natural resources and the cost of printing and mailing our proxy materials.

Please 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 which can be found on your proxy card. Regardless of the manner in which you vote, we urge and greatly appreciate your prompt response.

Dated: March 21, 2019

By order of the Board of Directors,

David B. Fountain

Senior Vice President, Legal, Chief Ethics and Compliance Officer and Corporate Secretary

DUKE ENERGY - 2019 Proxy Statement

TABLE OF CONTENTS

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

PROXY SUMMARY

PROPOSAL 1:

ELECTION OF DIRECTORS

INFORMATION ON THE BOARD OF DIRECTORS

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

DIRECTOR COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTPROPOSAL 2:

RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019

REPORT OF THE AUDIT COMMITTEEPROPOSAL 3:

ADVISORY VOTE TO APPROVE DUKE ENERGY'S NAMED EXECUTIVE OFFICER COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

PROPOSALS 4-7:

SHAREHOLDER PROPOSALS

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

OTHER INFORMATION

GLOSSARY OF TERMS

APPENDIX A

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

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