Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Derrick
Burks to the Board of Directors
On February 24,
2022 the Board of Directors (the “Board”) of Duke Energy Corporation (the “Corporation”) appointed Derrick
Burks to the Board, effective March 1, 2022, with an initial term expiring at the 2022 Annual Meeting of Shareholders. The Board has also
appointed Mr. Burks to the Audit Committee and the Finance and Risk Management Committee of the Board, effective March 1, 2022.
Mr. Burks retired from
the public accounting firm of Ernst & Young, LLP in 2017 where he served as managing partner of the Indianapolis, Indiana office for
13 years. Prior to this time, Mr. Burks worked for the public accounting firm of Arthur Andersen, where he also served for 3 years as
managing partner of the Indianapolis office. Mr. Burks also serves on the board of directors of Equity LifeStyles Properties ELS and Kite
Realty Group Trust KRG.
The Board has affirmatively
determined that Mr. Burks is independent pursuant to the Corporation’s Standards for Assessing Director Independence, the listing
standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission (“SEC”),
and is an “Audit Committee Financial Expert” as set forth in SEC rules.
As a non-employee director
of the Corporation, Mr. Burks will receive a pro-rated payment of the cash and stock annual retainer and will be eligible for other retainers
(if applicable) in accordance with the Corporation’s Director Compensation Program, as set forth on Exhibit 10.3 of the Corporation’s
Form 10-Q, filed with the SEC on August 3, 2017, and will be eligible to participate in the Corporation’s Directors’ Savings
Plan, which is described in the Annual Proxy Statement filed with the SEC on March 23, 2021. Mr. Burks is subject to the Corporation’s
Stock Ownership Guidelines, which require outside directors to own common stock (or common stock equivalents) of the Corporation with
a value equal to at least five (5) times the annual Board cash retainer (i.e., an ownership level of $625,000) or retain fifty percent
(50%) of his or her vested annual equity retainer.
Except as described
in the Cooperation Agreement dated November 13, 2021, between the Corporation and Elliott Investment Management L.P.
(“Elliott”) filed by the Corporation on November 15, 2021, as Exhibit 10.1 to Form 8-K, pursuant to which the Corporation and
Elliott agreed to cooperate and use their respective good faith efforts to identify and mutually agree upon an additional
independent director by February 15, 2022, with expertise and skills as determined by the Board’s Corporate Governance
Committee, to be elected by the Board by March 31, 2022, there are no arrangements or understandings between Mr. Burks and any other
person pursuant to which Mr. Burks was elected to the Board. There are no transactions in which Mr. Burks has or will have an
interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of
1934, as amended, at this time.
Compensatory Arrangements
On February 23, 2022, the Compensation and People Development
Committee of the Board approved an amendment and restatement of the Duke Energy Corporation Executive Short-Term Incentive Plan (the
“Amended STI Plan”). The Amended STI Plan is intended to help the Corporation maintain the flexibility it needs to
attract, motivate, and retain executives essential to our success by providing short-term incentive awards. Only executive officers
are eligible to receive awards under the Amended STI Plan.
The Amended STI Plan generally is a continuation of the existing Duke
Energy Corporation Executive Short-Term Incentive Plan, except that it (i) removes provisions that no longer apply due to the repeal of
the performance-based compensation exception under Section 162(m) of the tax code, including a per-person maximum payment limitation;
(ii) expands the list of performance objectives to align with our current incentive program; (iii) incorporates a reference to our clawback
policy; and (iv) permits awards to be based on performance periods that may differ from our fiscal year.
The foregoing brief description of the Amended STI Plan is qualified
in its entirety by reference to the full plan document, which is attached as Exhibit 10.1 and incorporated by reference herein.