Strong votes at Duke Energy (DUK) meeting, but supermajority removal fails

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Duke Energy Corporation reported the final voting results from its Annual Meeting of Shareholders held on May 7, 2026. All nominated directors were elected, generally receiving between about 89% and over 99% of votes cast in favor, indicating broad shareholder support for the existing board.

Shareholders also approved three key management proposals. Deloitte & Touche LLP was ratified as independent auditor for 2026 with 639,757,086 votes for and 28,434,117 against. The advisory vote on named executive officer compensation passed with 496,884,668 votes for and 26,030,663 against. A management proposal to amend the certificate of incorporation to eliminate supermajority voting requirements received 516,664,589 votes for, representing 66.39% of shares outstanding, and therefore failed to meet the required 80% approval threshold.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor ratification for votes: 639,757,086 votes Auditor ratification against votes: 28,434,117 votes Say-on-pay for votes: 496,884,668 votes +3 more

6 metrics

Auditor ratification for votes 639,757,086 votes For ratification of Deloitte & Touche LLP as 2026 auditor

Auditor ratification against votes 28,434,117 votes Against ratification of Deloitte & Touche LLP for 2026

Say-on-pay for votes 496,884,668 votes For advisory approval of named executive officer compensation

Say-on-pay against votes 26,030,663 votes Against advisory approval of named executive officer compensation

Charter amendment for votes 516,664,589 votes For eliminating supermajority voting requirements

Charter amendment support level 66.39% Percent of shares outstanding voting for supermajority elimination; 80% required

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, advisory vote, supermajority voting requirements, +1 more

5 terms

Annual Meeting of Shareholders financial

"Duke Energy Corporation (the “Corporation”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 7, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"ratification of the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"an advisory vote to approve the Corporation’s named executive officer compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

supermajority voting requirements financial

"a management proposal regarding an amendment ... to eliminate supermajority voting requirements"

broker non-votes financial

"Broker Non-Votes | | 143,394,191"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

05/13/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

Commission file
number

Exact Name of Registrant as Specified in its Charter, State or other Jurisdiction
of Incorporation, Address of Principal Executive Offices, Zip Code, and
Registrant’s Telephone Number, Including Area Code

IRS Employer
Identification No.

1-32853

DUKE ENERGY CORPORATION

(a Delaware corporation)

525 South Tryon Street

Charlotte, North Carolina 28202

800-488-3853

20-2777218

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Duke Energy	Common Stock, $0.001 par value	DUK	New York Stock Exchange LLC
Duke Energy	5.625% Junior Subordinated Debentures due September 15, 2078	DUKB	New York Stock Exchange LLC
Duke Energy	Depositary Shares each representing a 1/1,000^th interest in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share	DUK PR A	New York Stock Exchange LLC
Duke Energy	3.10% Senior Notes due 2028	DUK 28A	New York Stock Exchange LLC
Duke Energy	3.85% Senior Notes due 2034	DUK 34	New York Stock Exchange LLC
Duke Energy	3.75% Senior Notes due 2031	DUK 31A	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)	Duke Energy Corporation (the “Corporation”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 7, 2026.

(b)	At the Annual Meeting, shareholders voted on the following items: (i) election of directors; (ii) ratification of the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2026; (iii) an advisory vote to approve the Corporation’s named executive officer compensation; and (iv) a management proposal regarding an amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority voting requirements. For more information on the proposals, see the Corporation’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on March 20, 2026. Set forth are the final voting results for each of the proposals.

· Proposal No. 1 – Election of Director Nominees

Director	For	Against	Abstain	Broker Non-Votes	Votes Cast FOR Votes Cast FOR + AGAINST
Derrick Burks	519,072,978	6,335,896	1,748,453	143,394,191		98.79	%
Annette K. Clayton	519,917,387	5,631,105	1,608,835	143,394,191		98.93	%
Theodore F. Craver, Jr.	467,063,319	57,570,091	2,523,917	143,394,191		89.03	%
Robert M. Davis	510,791,969	14,539,322	1,826,036	143,394,191		97.23	%
Caroline Dorsa	515,516,034	9,974,497	1,666,796	143,394,191		98.10	%
W. Roy Dunbar	515,993,581	9,423,852	1,739,894	143,394,191		98.21	%
Nicholas C. Fanandakis	515,070,499	9,532,708	2,554,120	143,394,191		98.18	%
Jeffrey B. Guldner	520,300,390	5,087,962	1,768,975	143,394,191		99.03	%
John T. Herron	518,085,417	7,359,747	1,712,163	143,394,191		98.60	%
Idalene F. Kesner	514,591,964	10,912,897	1,652,466	143,394,191		97.92	%
Michael J. Pacilio	516,941,148	8,453,855	1,762,324	143,394,191		98.39	%
Harry K. Sideris	521,709,419	3,583,689	1,864,219	143,394,191		99.32	%
Thomas E. Skains	500,852,867	23,734,150	2,570,310	143,394,191		95.48	%
William E. Webster, Jr.	507,680,482	17,711,679	1,765,166	143,394,191		96.63	%

Each director nominee was elected to the Board of Directors with the support of a majority of the votes cast.

· Proposal No. 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026

For		Against		Abstain		Broker Non-Votes		Votes Cast FOR Votes Cast FOR + AGAINST				Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN
639,757,086		28,434,117		2,360,315		N/A			95.74	%			95.41	%

The ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2026 received the support of a majority of the shares represented.

· Proposal No. 3 – Advisory vote to approve the Company’s named executive officer compensation

For		Against		Abstain		Broker Non-Votes		Votes Cast FOR Votes Cast FOR + AGAINST				Votes Cast FOR Votes Cast FOR + AGAINST + ABSTAIN
496,884,668		26,030,663		4,241,996		143,394,191			95.02	%			94.26	%

The advisory vote to approve the Corporation’s named executive officer compensation received the support of a majority of the shares represented.

· Proposal No. 4 – Management proposal regarding an amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority voting requirements

For		Against		Abstain		Broker Non-Votes		Votes Cast FOR Shares Outstanding
516,664,589		7,507,137		2,985,601		143,394,191			66.39	%

The management proposal regarding an amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority voting requirements failed to receive the required support of 80% of the shares outstanding.

(d) Not applicable

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DUKE ENERGY CORPORATION

Date: May 13, 2026	By:	/s/ David S. Maltz
		David S. Maltz
		Vice President, Chief Governance Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Duke Energy (DUK) shareholders approve at the 2026 annual meeting?

Shareholders approved all director nominees, ratified Deloitte & Touche as 2026 auditor, and passed the advisory vote on named executive officer compensation. These results confirm support for the current board, audit firm, and overall executive pay program.

How did Duke Energy (DUK) shareholders vote on the 2026 auditor ratification?

Shareholders strongly ratified Deloitte & Touche LLP as Duke Energy’s independent auditor for 2026, with 639,757,086 votes for and 28,434,117 against. Only 2,360,315 shares abstained, and there were no broker non-votes reported for this proposal.

What was the result of Duke Energy’s 2026 say-on-pay vote?

The advisory vote on named executive officer compensation passed. Shareholders cast 496,884,668 votes for, 26,030,663 against, and 4,241,996 abstaining, with 143,394,191 broker non-votes. The approval indicates broad shareholder acceptance of Duke Energy’s executive pay practices.

Did Duke Energy (DUK) eliminate supermajority voting requirements in 2026?

No. The management proposal to amend Duke Energy’s certificate of incorporation to eliminate supermajority voting requirements received 516,664,589 votes for, but this represented only 66.39% of shares outstanding, below the required 80%, so the amendment did not pass.

How much support did Duke Energy directors receive in the 2026 election?

Each director nominee was elected with a majority of votes cast. Individual support ranged from about 89.03% to 99.32% of votes cast for versus for-plus-against, indicating strong shareholder backing across the full slate of Duke Energy’s board nominees.

Why did Duke Energy’s governance amendment fail despite majority support?

The governance amendment to remove supermajority voting needed 80% of shares outstanding to pass. It received 516,664,589 votes for, equal to 66.39% of shares outstanding, so it fell short of the higher threshold even though a simple majority supported it.

Filing Exhibits & Attachments

4 documents