Duke Energy Corporation (DUK)
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AGM 2023

May 4, 2023

Abby Motsinger
VP of Investor Relations, Duke Energy

Good afternoon, everyone, welcome to the 2023 Annual Meeting of Shareholders. I'm Abby Motsinger, Vice President of Investor Relations for Duke Energy. I'm pleased to welcome our shareholders and others who are joining us from around the world by webcast or via our toll-free number. Today's meeting is being recorded and will be available through our website shortly after the meeting. On today's agenda will be Lynn Good, our Chair, President, and Chief Executive Officer, who will call the meeting to order. Lynn will provide an update on the company, followed by a question-and-answer session. You may submit questions by selecting the Q&A button on the portal. Please be advised that today's discussion may include forward-looking information and the use of non-GAAP financial measures.

You should refer to information contained in our 2022 Form 10-K and subsequent filings concerning factors that could cause future results to be different from this forward-looking information. A reconciliation of any non-GAAP financial measures can be found on our website. It is my pleasure to introduce Lynn Good.

Lynn Good
Chair, President, and CEO, Duke Energy

Abby Motsinger, thank you, and good afternoon, everyone. Welcome to the 2023 Annual Meeting of Shareholders. We're hosting this meeting online, giving shareholders around the world the same opportunity to actively participate in the governance of Duke Energy. Legal notice of this meeting has been duly given, a quorum is present, and the meeting is now lawfully convened for the transaction of business. You should see a Vote button on your computer screen. The polls are now open, and you can cast your ballot at any time. With that, the meeting will please come to order. Like all of you, our directors are participating online, along with our independent auditors, Deloitte & Touche. In addition, Broadridge Financial Solutions has been appointed to act as Inspector of Elections. Jan Castillo from Broadridge is participating and has taken the oath of Inspector of Elections.

Kodwo Ghartey-Tagoe is our Executive Vice President, Chief Legal Officer, and Corporate Secretary. Today, he also acts as Secretary of this meeting. Kodwo will report the number of shares entitled to vote and the number of shares and votes represented in person or by proxy at this meeting. Kodwo, let me turn it to you.

Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer, and Corporate Secretary, Duke Energy

Thank you, Lynn. As of the close of business on the record date, March sixth, 2023, Duke Energy Corporation had outstanding and entitled to vote 770,648,212 shares of common stock. Each of these shares is entitled to one vote. There are here represented by proxy 652,124,346 shares of the corporation's common stock, which constitute 85% of the total shares entitled to vote at this meeting. The final reports from the Inspector of Election will include the votes of shareholders voting through the web portal.

Lynn Good
Chair, President, and CEO, Duke Energy

Kodwo, thank you. Let's proceed with the matters to be voted on. The first management proposal is the election of the board of directors. We have a declassified board, which means that all of the directors stand for election every year at the annual meeting. Our elections also require nominees to receive a majority vote rather than a plurality to be elected. In addition to myself, these nominees, whose bios begin on page 13 of the proxy statement, are presented for the purpose of voting for their election as directors. Derrick Burks, Retired Managing Partner of Ernst & Young, Indianapolis. Annette Clayton, President and Chief Executive Officer, North America Operations of Schneider Electric. Ted Craver, Retired Chairman, President, and Chief Executive Officer of Edison International. Rob Davis, Chairman and Chief Executive Officer of Merck. Caroline Dorsa, Retired Executive Vice President and Chief Financial Officer of Public Service Enterprise Group.

Roy Dunbar, Retired Chairman and Chief Executive Officer of Network Solutions. Nick Xandakis, Retired Executive Vice President of DuPont. John Herron, Retired President, Chief Executive Officer, and Chief Nuclear Officer of Entergy Nuclear. Idalene Kesner , Dean Emerita at Indiana University Kelley School of Business. Marie McKee, Retired Senior Vice President of Corning. Michael Pacilio, Retired Executive Vice President and Chief Operating Officer of Exelon Generation, Exelon. Tom Skains, Retired Chairman, President, and Chief Executive Officer of Piedmont Natural Gas Company. Bill Webster, Retired Executive Vice President of the Institute of Nuclear Power Operations. They have been nominated for election as directors for one-year terms expiring in 2024. There are 4 additional management proposals being presented for approval. Proposal 2 is the ratification of Deloitte & Touche as Duke Energy's independent registered public accounting firm for 2023, as stated on page 39 of the proxy statement.

Proposal 3 is a vote on an advisory basis on our named executive officer compensation, as disclosed on page 41 of the proxy statement. Proposal 4 is a vote on an advisory basis on the frequency of an advisory vote on the compensation of our named executive officers, as disclosed on page 78 of the proxy statement. Proposal 5 is the approval of the Duke Energy Corporation 2023 Long-Term Incentive Plan, which is outlined starting on page 79 of the proxy statement. To be presented are two proposals we received from shareholders, which Kodwo will now introduce.

Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer, and Corporate Secretary, Duke Energy

I would like to remind shareholders that the statements of the proponents are their own. They do not represent the views of Duke Energy. The first shareholder proposal, identified as Proposal 6 in the proxy statement beginning on page 88, relates to a request that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals, or a simple majority in compliance with applicable laws. John Chevedden is the proponent. Operator, please open Mr. Chevedden's line so we can hear from him.

John Chevedden
Shareholder, Private Investor

Hello, this is John Chevedden, Proposal 6, simple majority vote. Shareholders request that our board take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater-than-simple majority vote be replaced by a requirement for a majority of votes cast for and against such proposals or a simple majority. This means the closest standard to a majority of the votes cast for and against such proposals. This proposal is important because it was approved by 98% of Duke Energy shares that voted in 2021. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance.

Super majority voting requirements that will be replaced by this proposal have been found to be one of six intrinsic mechanisms that are negatively related to company performance, according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Just a fraction of 1% increase in the value of Duke Energy's stock price would be a $250 million increase in the Duke Energy stock price. There is nothing to lose with this proposal compared to a potential $250 million increase in the Duke Energy stock price. Adoption of this proposal will make Duke Energy more competitive in its corporate governance. Currently, a 1% minority can frustrate the will of our 79% majority in an election with 80% of shares casting ballots.

In other words, a 1% minority could have the power to prevent shareholders from improving the governance of Duke Energy and its stock price. Please vote yes. Simple majority vote Proposal 6.

Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer, and Corporate Secretary, Duke Energy

Thank you. Shareholder Proposal 7 begins on page 90 of the proxy statement. It requests that the board of directors charter a new committee on decarbonization risk to evaluate the risks and drawbacks of attempting to meet demands for company decarbonization. Ethan Peck is acting as a proponent on behalf of the National Center for Public Policy Research. Let's hear from him now.

Ethan Peck
Associate, National Center for Public Policy Research

Considering that Duke Energy is an energy company, which I unfortunately have to reiterate for the board who seems to have forgotten that, and that the company's primary product is servicing customers with fossil fuel generated electricity, it's safe to assume that it's in the best interest of the company and its shareholders not to religiously demonize fossil fuels, and that the company, again, as an energy company, would be less likely to mindlessly adopt a decarbonization agenda. At the very least, it would do so in the most judicious way possible by first weighing all of the risks and drawbacks of pursuing an agenda that would completely revamp the company, if not put it out of business completely.

Yet, Duke Energy, just like every other publicly traded corporation that has been captured by BlackRock, Vanguard, and State Street, has pledged its unwavering allegiance to decarbonization, specifically to achieving net zero carbon emissions by 2050 and net zero methane emissions by 2030. The company assures us that it is, quote, "moving aggressively to make these goals a reality," unquote. The company has adopted these anti-fossil fuel goals that are antithetical to the company's main business without making any effort at all to report to shareholders about the risks of doing so. There are many such risks to consider. First, that there's no scientific evidence that total decarbonization is even possible for a single individual, let alone a large energy company.

Second, that participating in climate change hysteria has a negative impact on the affordability and availability of reliable energy, thereby making everything more expensive for everyone. Third, that attempts at decarbonization are meaningless when developing countries don't attempt to as well. Fourth, that there are geopolitical consequences to contributing to the movement that has made the U.S. reliant on other nations for energy. Fifth, that it's not technologically feasible to produce the same amount of energy with alternative energy sources. Those are just some of the many risks to consider, none of which the company has weighed, or at least reported to have weighed in its decision to completely shift the company's primary business away from fossil fuels. SEC regulations forbid us to request that the company drop its damaging net zero illusions altogether, we are forced to settle for much less.

All our proposal requests is the establishment of a committee to evaluate the risks of attempting decarbonization. That's it. If decarbonization is so necessary and so grounded in science, there should be nothing to lose by weighing the risks compared to the benefits, right? Since the company is so eager to constantly remind us that these goals are central to its operations, there should be nothing for the company to hide, right? Why is the board advise shareholders to vote against our proposals to audit these goals? Fellow shareholders, whether you personally support decarbonization or not, it's nonetheless reasonable that the company weigh the risks involved in pursuing such a company-altering agenda. That is what our proposal seeks to achieve.

Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer, and Corporate Secretary, Duke Energy

That concludes our presentation of the proposals before us at the annual meeting. If you have not already voted your shares, or if you'd like to change your vote, you may do so by clicking on the Voting button on the web portal and following the instructions there. The polls will remain open for the next several minutes until the Q&A session begins.

Lynn Good
Chair, President, and CEO, Duke Energy

Kodwo, thank you. Before taking questions from our shareholders, I wanted to provide a brief business update as 2022 was a remarkable year for our company. During a tumultuous time of supply chain constraints, extreme weather, rising interest rates, and increasing fuel costs, our more than 27,000 teammates seized every opportunity to deliver value to our stakeholders and grow our business. For our investors, our customers, and communities, we managed through headwinds with great agility. We minimized high fuel costs by hedging leisure and engaged in long-term supply and transportation contracts. We took advantage of fleet diversity to dispatch generation in a way that created cost savings and ensured fuel security. We worked with state regulators to mitigate bill impacts and provided customers with resources to help them.

This included working with community assistance agencies to connect customers in need with nearly $300 million of financial assistance over the last 2 years. We navigated winter storms and another above-average hurricane season, restoring nearly 2 million outages within 72 hours in Florida and the Carolinas following Hurricane Ian. We built on our strong track record on cost management, identifying $300 million in savings opportunities for 2023, 75% of which are sustainable. This focus allowed us to deliver financial results within our updated guidance range for 2022 and continue paying our dividend, which we have now done for 97 consecutive years. Importantly, our stock outperformed the Philadelphia Utility Index by 1.4% and the S&P 500 by 20%. We did more than respond to a challenging environment.

We made meaningful progress on our clean energy strategy and took decisive action to position our company for the long term. We expanded our Scope 2 and certain Scope 3 emissions, becoming one of the first in the industry to tie more than 95% of emissions to a net zero commitment. We set a target to exit coal by 2035, subject to regulatory approval, and expect coal to represent less than 5% of generation by 2030. We announced plans to add regulated renewables at an ambitious pace. We project we'll have 30,000 megawatts on our system by 2035, which is 5 times more than we operate today.

We advocated for policies that help us deliver affordable, reliable, and increasingly clean energy, including the Inflation Reduction Act, which we estimate will generate $ billions in savings for our customers over the next decade. We filed our first proposed Carbon Plan with the North Carolina Utilities Commission, incorporating input from more than 500 stakeholders and outlining multiple portfolios designed to achieve some of the nation's most ambitious goals while balancing affordability and reliability. In December, we received a constructive order from the NCUC recognizing the value of an all-of-the-above approach. We continued to modernize the grid and increase reliability and resiliency in all of our service territories, including approvals of our $2 billion six-year grid investment plan in Indiana and a $7 billion ten-year storm protection plan in Florida.

We applied our expertise and knowledge to move next-generation technologies forward, serving as a driving force to launch the Southeast Hydrogen Hub Coalition and securing an offshore wind lease near Wilmington, North Carolina. We increased the capital plan for our regulated businesses to more than $145 billion over the next decade. It's one of the largest in the industry, and 85% will fund investments in the grid and our clean energy transition. As we increase our capital plan to fund our clean energy transition, we conducted a strategic review of our commercial renewables business and made the decision to sell. This decision will strengthen our balance sheet and allow us to focus on the significant investment opportunities within our regulated operations. Commercial renewables has served an important role in our company's success over the last 15 years, and I'm proud of what we accomplished.

The sale will best position Duke Energy for the long term and position the renewables business for continued growth. Whether it was restoring service after a historic hurricane, leading the way on decarbonization, or finding ways to mitigate costs for customers, we rose to the occasion last year. We delivered on our commitment to customers and advanced our strategic priorities. As we look to the future, our strategy will continue to deliver consistent and lasting benefits to those we serve. Already in 2023, we're achieving constructive regulatory and legislative outcomes, including the approval of fuel and storm cost recovery in Florida, Duke Energy Progress rate case settlement in South Carolina, net metering reform in North Carolina, and new legislation in Indiana that supports modern recovery mechanisms and our generation transition.

We're progressing our resource plans across our service territories while managing an active regulatory calendar. We continue our strong focus on affordability and cost management. These developments give us even more optimism in our ability to earn within the 5%-7% growth rate through 2027. We are excited for the opportunities that come with leading the nation's largest clean energy transition. We look forward to building on our success, navigating the transition in a responsible way that continues to reserve affordability and reliability while delivering sustainable value for our investors, our customers, and our communities. Kodwo, now that the polls are closed, I'd like to ask you to provide the Inspector of Elections report before I answer questions.

Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer, and Corporate Secretary, Duke Energy

Thank you. Based on the proxies received, each nominee for director has been elected by over 92% of the shares voted. The ratification of Deloitte & Touche as Duke Energy's independent registered public accounting firm for 2023 has passed with approximately 96% of the vote. The advisory vote on our named executive officer compensation has passed with approximately 93% of the vote. The advisory vote on the frequency of an advisory vote on the compensation of our named executive officers with the option of every one year as the preferred frequency has passed with approximately 97% of the vote. The approval of the Duke Energy Corporation 2023 Long-Term Incentive Plan has passed with approximately 92% of the vote. Shareholder Proposal 6 regarding the simple majority vote standard has received approximately 79% of the vote.

Finally, Proposal 7, requesting that the Board of Directors charter a new committee on decarbonization risk, has failed to receive majority support with approximately only 3% of the vote.

Lynn Good
Chair, President, and CEO, Duke Energy

Kodwo, thank you. The final reports of the Inspector of Election are ordered to be filed with the minutes of this meeting. The meeting is adjourned. Now I'd like to answer some of your questions. Abby, I'm gonna turn it to you.

Abby Motsinger
VP of Investor Relations, Duke Energy

Thanks, Lynn. For the past several weeks, we've invited our shareholders to submit questions in advance, but we also welcome you to submit any questions you have during the meeting as well. It's important that your voices are heard, and we value your engagement, so I'm going to read the questions exactly as they were submitted. All of the questions we receive, along with answers, will be posted to the investor section of our website after the meeting. Lynn, we received a number of questions in advance on a variety of topics. Let's dive right in with a question on nuclear. This shareholder asks, "Has management considered playing more of leading role in the movement to build out next generation nuclear generation?

Next generation nuclear designs from vendors such as NuScale and TerraPower appear to be on the path to regulatory approval and have the potential to deliver abundant carbon-free electricity at reasonable prices and with a fraction of the land and resource impact of renewables and storage. Has Duke considered playing more of a leading role in this movement in order to help drive it forward?

Lynn Good
Chair, President, and CEO, Duke Energy

Abby, I welcome and appreciate a nuclear question because I think anyone who follows Duke Energy understands how important nuclear is to us today, but also how important it is to our view of a clean energy transition. I would suggest to this investor that we are playing a leading role. We are actively engaged in a second license renewal process that has begun with one of our plants and will continue through the fleet because we believe these plants are foundational to our success. We're also very active with the new technologies, many of which were referenced in the question, with a dedicated team that is focused on small modular reactors. In fact, an SMR was included for discussion in our North Carolina Carbon Plan. We're beginning to think about the development of an early site permit.

We're actively engaged with TerraPower, actually with some dedicated resources, working with that team, lending our operating expertise because we believe that technology that is coupled with storage could be very important in the 2030s. We think about this technology of nuclear and really all of the new technologies that will be a part of the clean energy transition in 2030s and beyond, is something we need to be lending our expertise to, our operating expertise, our advice, our counsel in this decade so that hopefully they're getting to that commercial scale in the 2030s, that we can construct them, that there's a supply chain, that the price is affordable for our customers, that they can operate with the standards of excellence that we expect. We are committed to continue our pursuit of nuclear as part of that solution.

Abby Motsinger
VP of Investor Relations, Duke Energy

Very good. Thank you. Okay, shifting gears a bit, our next question is related to the dividend. This shareholder asks, "When should we expect to get another increase in the dividend? Have you given any thought to paying a monthly as opposed to a quarterly dividend?

Lynn Good
Chair, President, and CEO, Duke Energy

Abby, I appreciate how important the dividend is to our investors, and I think I said in my remarks 97 years or something, a crazy long time, we understand how important it is. My recollection is that we increased dividend in the summer last year. It'll be taken up by our board kind of in that similar timeframe. We are targeting a dividend in the range of 65%-75% of earnings and understand that continuing to increase that at a pace that makes sense for investors is an important commitment. I believe we'll continue to pay on a quarterly basis. That's kind of the industry standard. Appreciate the question about monthly, but you can expect us to continue to pay quarterly.

Abby Motsinger
VP of Investor Relations, Duke Energy

Okay. Next, let's go to an area we received a couple questions on, and that's political contributions. This question reads, "Will you please stop funding GOP candidates?

Lynn Good
Chair, President, and CEO, Duke Energy

I appreciate the political question. I know there are a lot of voices in the conversation in politics today, but what I would suggest to all of you is that energy is a conversation that is going on at both the state and federal level because it's so important to our economy, to economic development, to our aspirations around clean energy. It's important that Duke Energy be a part of that. We represent our customers, our investors, our communities, our employees as we enter into these discussions and believe we have a unique voice with operating expertise around many of these conversations.

We donate and are involved in the political process on both sides of the equation, both Republicans and Democrats, really looking for those members, candidates, et cetera, that are involved in a constructive discussion about energy policy, finding the right balance with affordability and reliability. I would just conclude by saying the governance around political contributions is something we take very seriously at Duke, and there are layers of approvals necessary, including up to our board of directors, so that we have the right level of governance on that important contribution. Being a part of the energy conversation is really important for our customers and our investors.

Abby Motsinger
VP of Investor Relations, Duke Energy

Absolutely. Okay, shifting back to operations. Our next question is on grid demands, and I think speaks to a lot of the work we're doing improving the grid. This shareholder asks, "Given the current energy demands and the proven vulnerability of the electrical grid system, what plan is Duke making for future expansion and development?

Lynn Good
Chair, President, and CEO, Duke Energy

Abby, I appreciate that. We operate a system that our customers count on 24 hours a day, 7 days a week, every season. When I hear the question about what are we doing to strengthen that conviction and commitment that we have, it speaks to not only generation and how are we making sure we have adequate capacity as we go through this clean energy transition, but also what are we doing on the infrastructure that connects it, the transmission and distribution system. As I look at our plans over the next decade, 85% of the capital that we'll spend are focused on those two things, generation and grid and infrastructure. Generation is part of the transition to clean energy. There will be more renewables, battery storage, some natural gas. We talked about an SMR as a possibility as we go over time.

In the grid, we think about it two ways, reliability and resiliency, so that's undergrounding, that's self-healing technologies, things that make us capable of reducing outages, but it's also modernizing so that we can accommodate electric vehicles and renewables and batteries and two-way flows of power. Investment is going there as well. Really trying to get the infrastructure ready for the new technologies that'll come in the future. Our commitment around making those investments in the infrastructure is something that is important to do, it's important to our customers, and we're actively pursuing it in every jurisdiction.

Abby Motsinger
VP of Investor Relations, Duke Energy

Very good. Obviously, a significant amount of capital and investment going into the grid. Another question we received relates to diversity and inclusion, and just a reminder here, I'm reading these questions word for word as they were submitted. This shareholder asks, "What is management doing to resist the diversity, equity, and inclusion, DEI movement? DEI elevates race and downgrades merit as the primary criterion for rewards in our society. It is therefore patently racist. DEI is designed to undermine the concept of equality of opportunity upon which our country was founding and replace it with the concept of equality of results, which is entirely antithetical to the founding principles of this country. By embracing DEI as the standard by which any organization judges people, it is promoting racism and injustice." Lynn, how would you respond to this shareholder?

Lynn Good
Chair, President, and CEO, Duke Energy

Abby, there's a lot there. I guess what I would like to talk about is my view, Duke Energy's view of diversity and inclusion. I would say to you we're believers in diversity and inclusion. When I think about diversity, of course, gender and racial diversity come to my mind, but also diversity of thought. As we think about our, a very large business, but very local business, we want our workforce to reflect the communities that we serve. We think that's important because we are connected and working with customers and community leaders in a way that really moves our company forward.

The diversity of thought is something I would emphasize because what we talk about here is a clean energy transition is not only complicated, many moving parts, but it's complex, difficult assignment with new technologies and just a variety of considerations there. And so when you're going through a period of change and transition, to have diversity of thought around the table, people are willing to challenge the status quo, willing to challenge what might be conventional wisdom is incredibly valuable and important to us so that we make the right decisions going forward. And inclusion, for me, means employees who feel like they belong at Duke Energy, people who feel like they can create a career here where the company cares about their development.

I think there's a direct linkage between inclusion and employee engagement, getting that discretionary effort when the hurricane comes or when there's a particular challenge, and I want the employees of Duke Energy to be engaged. For me, diversity and inclusion is a part of sustainable, successful company. As I say that in no way says we are stepping away from merit, from capability, from experience as we bring talent in. It's an and for me. We'll continue to pursue a diverse, talented, merit-based pipeline of employees that'll help make this transition possible.

Abby Motsinger
VP of Investor Relations, Duke Energy

Thank you, Lynn. Really appreciate that. Okay, our next question is related to some of our customer assistance programs and also touches a bit on how we manage costs. This investor says, "I notice in my bill a frequent request to make a donation towards subsidizing the electric bill of those struggling to pay. Why do you not instead reduce the overall cost of your service by cutting by 50% the pay of the five most highly paid of your chief executives?

Lynn Good
Chair, President, and CEO, Duke Energy

Well, a couple of things here that come to mind. Abby, I think it's important to recognize that we've come out of a period with the pandemic, health and economic crisis, inflation, high interest rates, high commodity prices, where there have been a lot of pressures on our customers, and we serve everyone in our franchise territories, and some of them have just had some really challenging financial and really health issues. Being there to provide support and to help vulnerable customers through this period has been really important. We have been doing a lot around our own cost structure. I referenced $300 million for 2023 alone, but we also have been working on energy efficiency. We've provided financial assistance. We've provided flexible payment arrangements.

The financial assistance, I would just underscore when you think about all of the things I just described, we have been working actively with a team of employees engaged to help connect vulnerable customers with resources available at the federal level, at the state level, among our social service agencies. We're very proud of the fact that Share the Light, which is a program this investor is talking about, is not a part of that. Over the last two years, we've been able to provide $300 million of financial assistance, really helping our customers.

On the second point about executive compensation, I think that kind of takes the conversation into a slightly different direction, because compensation is an important topic and something that we spend a lot of time on at Duke to make sure that we can attract and retain the talent necessary to provide this 24/7 service and pursue this transition that is going on in our industry. We do competitively benchmark our compensation from the entry level all the way to the executive level so that we have a package that's attractive to bring in the talent that we need. For the executives, I think it's important to recognize that there's governance at the board level.

Ensuring that that pay is aligned to performance is essential and a significant part of the plan, meaning that that compensation is at risk if we are not able to achieve the objectives that are set out for investors, customers, communities, et cetera. We'll continue to look at compensation as a tool to maintain the talent necessary to pursue this strategy that's in front of us. We'll also continue to work actively to help our vulnerable customers.

Abby Motsinger
VP of Investor Relations, Duke Energy

Very good. Okay, moving on. Our next question is related to the shareholder proposal and our decarbonization goals. This shareholder says, "It seems the proposal for a decarbonization committee is an attempt to fight back against ill-conceived and unattainable goal on net zero. Seems like we should consider changing Board's recommendation.

Lynn Good
Chair, President, and CEO, Duke Energy

That goes right to Proposal 7, there's a very well-written and thought-out response in the proxy. Let me take it just for a moment, because there's no question this clean energy transition is gonna play out over decades, and we have a clear line of sight on how to accomplish goals between now and 2030. We've been very clear about what has to happen in the 20s and 2030s and 2040s in order for us to be successful. New technologies, for example, being one, permitting reform being one. A variety of things that are going to be necessary to make all of this work. I want to emphasize and be clear about the fact that our board is deeply engaged in this discussion.

The committees that exist today, finance and risk, looking at the financial consequences of this transition, and operating committee that's focused very much on reliability. Third parties are often engaged at our board to share their perspective on what the risks are associated with this transition, so that we're being clear-headed about where we invest our capital, how we invest our capital, and how do we strike that balance between our environmental aspirations and net zero, but also never stepping away from reliability and affordability.

The summary of all of this is to say our board at the committee level and at the board level are so deeply engaged in this topic, we didn't see a need for another committee, because it is an important part of the governance that is ongoing at Duke, and that will continue for decades to come.

Abby Motsinger
VP of Investor Relations, Duke Energy

Okay. Thanks. When you mentioned the board, we received a couple questions related to the board of directors. I'll go ahead and read 2. First, this shareholder says, "At least 4 current board members sit on two to three public boards other than that of Duke. How does this not create a scenario of conflict of interest? Surely there are other qualified persons within a country with a population of over 300 million. I will not be voting for these individuals.

Lynn Good
Chair, President, and CEO, Duke Energy

You know, Abby Motsinger, I'm very proud of the Duke board and the collection of different experiences and skills, both board service and executive service and executive capability that exists in our board. I would also confirm that we take conflicts of interest seriously. We have a code of business conduct that lays out what those requirements are, and the board is a part of ensuring that those conflicts are not an issue. Further, there are very clear standards on independence, SEC, New York Stock Exchange, FERC, that lay out requirements, and that is also something we adhere to very specifically. Those are important considerations, and considerations that we take very seriously and ensure compliance at Duke.

Abby Motsinger
VP of Investor Relations, Duke Energy

Okay. The second question related to the board is regarding the size of the board of directors. This investor asks, "Why 14 on board of directors? 6 would be plenty.

Lynn Good
Chair, President, and CEO, Duke Energy

It's a good question. I think about 5 committees at our board focused on operations, finance, audit, governance, compensation. I think about the special technology that we are a leader in, nuclear. We had a question on that earlier. As we have developed and transitioned our board with retirements and bringing new skills on, we find ourselves at 14 today with just a very diverse complement of backgrounds and capabilities that meet the needs of this complex business that we run. Our ideal size is between 12 and 16. We sit there today, and that will continue to be evaluated by the board and the governance committee as we continue to transition retirements and other changes that may occur to the board over time.

We're always looking to find the right mix of skills, number of people, complement of experiences to contribute to this business.

Abby Motsinger
VP of Investor Relations, Duke Energy

Very helpful context, Lynn. Thank you. Shifting gears a bit, this next question is related to how we bill our natural gas customers. Touches on hedging a bit. The shareholder asks, "I want Duke to eliminate the WNA rider, Winter Normalization Adjustment, on customers' bills. The company should hedge its natural gas purchases instead of penalizing customers for something outside of their control. My HVAC company will be installing more dual fuel heat pump systems in Kentucky because of this highway robbery. As a shareholder, customer, and trade ally, I find this rider/fee unnecessary and inequitable to utility customers.

Lynn Good
Chair, President, and CEO, Duke Energy

There's a lot there, Abby, I respect that. I know coming out of a period of high commodity prices and the volatility that has been experienced in electric bills, that it's a very fair question from an investor. What I would say to you is hedging is a part of the tools that Duke Energy has available to it, but we are regulated, and each jurisdiction takes a slightly different view about whether we should hedge or not. Hedging is valuable in periods of high prices. It can be challenged in periods of low prices if the hedge price is too high because the price has come down. Kentucky happens to be a jurisdiction that precludes hedging. What they have chosen instead is this weather normalization. It's a way to manage volatility.

As weather varies, it kind of smooths the volatility. It's a program that has been in place for some time in Kentucky, and it's used by every utility. You know, that's the facts around Kentucky, and I would just point to a number of the programs that we have around managing price for customers, including energy efficiency, and would welcome the opportunity for this investor to learn more if there's a way that we could do more to help with lowering bills.

Abby Motsinger
VP of Investor Relations, Duke Energy

Very good. Okay. Obviously, customers are at the center of everything we do. This next question is related to another important stakeholder group, and that's our Duke Energy retirees. This shareholder says, "I think it's important to consider appropriate compensation for the board of directors as well as officers currently working with Duke Energy. With inflation on the rise each year, why hasn't Duke Energy considered increasing benefits and compensation for their currently retirees now receiving monthly retirement checks?

Lynn Good
Chair, President, and CEO, Duke Energy

Abby, I appreciate that. I know this is a top-of-mind issue for retirees and really have incredible respect for the contribution that our retirees have made over a long period of time. We do not provide an inflation adjustment on retirement earned over the career. What I would suggest is the Duke retirement should be a part of a portfolio of retirement assets, including a 401(k), including individual savings. The financial planning that we offer to our employees during their career and as they approach retirement is to help them think through. I could be retired for 30 or more years. How am I gonna address these periods of maybe high interest rates or inflation? We just encourage employees and retirees to take advantage of those opportunities because the Duke pension cannot be all of it.

Really respect the work that our retirees have done over a long period of time. They've made the company stronger.

Abby Motsinger
VP of Investor Relations, Duke Energy

Absolutely. Okay. Our final question today is related to our Premier Notes program and touches on some of the uncertainty we've seen in the banking industry over the last few months. This shareholder says, "As I continue to invest in the Duke-sponsored Premier Notes program, and with the issues with banks across the country, should I have any concerns with The Northern Trust Company going forward?

Lynn Good
Chair, President, and CEO, Duke Energy

Yes. Let me take a minute just on what Premier Notes are. Abby, those are a registered security of Duke Energy designed to provide a return that is more favorable than taxable money market mutual funds. We use Northern Trust as an agent bank to provide services around that program. Of course, there's follow-up and diligence around Northern Trust, their credit rating, their capital structure, their balance sheet, and we believe they are a viable agent bank for Duke. I would also encourage investors to do their own research so that you develop a comfort level. I know, you know, all of the banks and the bank issues are in the news and would really encourage investors to take a look as well. We will monitor, but encourage them to monitor as well.

Abby Motsinger
VP of Investor Relations, Duke Energy

Very good. Okay. This concludes our Q&A session. Lynn, I'll turn it to you to wrap up the meeting.

Lynn Good
Chair, President, and CEO, Duke Energy

Okay. Abby, well, thank you. Thanks for all of you who have joined us today. As a reminder, we will post the questions and answers to the investor section of the Duke Energy website. I wanna thank you for your investment in Duke Energy and for your interest. Really appreciate each one of you and wish that you have a great afternoon.

Operator

Thank you. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

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