Welcome to the Duke Energy Annual Meeting of Shareholders. I would now like to turn the conference over to Mike Switzer. Please go ahead.
Good afternoon, and welcome to Duke Energy's 2026 Annual Meeting of Shareholders. I'm Mike Switzer, Vice President of Investor Relations and Corporate Development, 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. Here with me today is the Independent Chair of our board, Ted Craver, who will call the meeting to order. President and Chief Executive Officer, Harry Sideris, will then 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 the information contained in our 2025 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 the investor relations section of our website. Now, it is my pleasure to introduce Ted Craver.
Thank you, Mike, and welcome to the Duke Energy 2026 Annual Meeting of Shareholders. We're hosting this meeting online, giving our 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. I'm joined here today by our president and CEO, Harry Sideris, who will be speaking to you later today about our business. 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. David Maltz is our Vice President, Chief Governance Officer, and Corporate Secretary. Today, he also acts as secretary of this meeting. David will now report the number of shares entitled to vote and the number of shares represented in person or by proxy at this meeting. David, let me turn it to you, please.
Thank you, Ted. As of the close of business on March 9, 2026, our record date, Duke Energy Corporation had outstanding and entitled to vote 778,216,672 shares of common stock. Each of those shares is entitled to one vote. Here, represented by proxy, are 670,550,108 shares of the company's common stock, which constitute approximately 86% of the total shares entitled to vote at this meeting. The final reports from the Inspector of Elections will include the votes of shareholders voting through the web portal. I’ll hand it back to you, Ted.
Thank you, David. 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 14 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, retired Chairwoman and Chief Executive Officer of Schneider Electric North America. Rob Davis, Chairman and Chief Executive Officer of Merck & Co., Inc. Caroline Dorsa, retired Executive Vice President and Chief Financial Officer of Public Service Enterprise Group Incorporated. Roy Dunbar, retired Chairman and Chief Executive Officer of Network Solutions, LLC.
Nicholas Fanandakis, retired executive vice president of DuPont. Jeffrey Guldner, retired chairman and chief executive officer of Pinnacle West Capital Corporation and its primary subsidiary, Arizona Public Service Company. John Herron, retired president, chief executive officer, and chief nuclear officer of Entergy Nuclear. Idalene Kesner, dean emerita of Indiana University Kelley School of Business. Michael J. Pacilio, retired executive vice president and chief operating officer of Exelon Generation Exelon. Harry Sideris, president and chief executive officer of Duke Energy. Thomas E. Skains, retired chairman, president, and chief executive officer of Piedmont Natural Gas Company. William E. Webster Jr., retired executive vice president of the Institute of Nuclear Power Operations.
These nominees have been nominated for election as directors for one-year terms expiring in 2027. I'd also like to take a moment to pause and recognize Marie McKee, who is retiring from our board at the end of today's meeting. I am so grateful for her service to our company, and on behalf of the board and everyone at Duke, I wish Marie the very best. There are 3 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 2026, as stated on page 41 of the proxy statement. Proposal 3 is a vote on an advisory basis to approve Duke Energy's named executive officer compensation as disclosed on page 43 of the proxy statement.
Proposal 4 is a vote on the approval of an amendment to the amended and restated certificate of incorporation of Duke Energy Corporation to eliminate supermajority voting requirements, which is outlined starting on page 82 of the proxy statement. David?
Thank you, Ted. 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. Harry, I'll hand it over to you.
Thank you, David, and thank you all for joining us today. It's great to be with you, our shareholders, at a pivotal moment in Duke Energy's history. We are at an inflection point for our company and for our industry as customer demand, economic growth, and technological change accelerate at a pace we've never seen before. Over the last year, I've had the privilege of connecting with customers, policymakers, investors, and team members throughout our organization. These interactions have continually highlighted a central theme. Our communities have remarkable opportunities ahead, and our company is fully prepared to embrace them and support them. Before we move to the voting results, I'd like to share a brief update on our business because 2025 was a year defined by execution.
We're committed to the disciplined execution of our strategy, delivering value, fostering meaningful collaboration, and driving the transformation and readiness of our system to support lasting growth. First, we are delivering value for our customers and shareholders with reliability and resiliency while keeping costs as low as possible. In 2025, we continued to manage costs effectively while leveraging other tools to protect affordability while we positioned our system for long-term growth. We provided $600 million of tax credits, $160 million in energy bill assistance, supporting more than 208,000 households across our service territories. We combined our Carolinas utilities and many other ideas out there. We continue to look for innovative ways to keep our rates affordable, just like we have for over the past 100 plus years.
We are proud that our average rate changes have paced below the rate of inflation over the last decade and that our rates are well below the national average. Our earnings profile is underpinned by our $103 billion 5-year capital plan, the largest regulated capital plan in our sector, which will drive 9.6% earnings growth. These targeted investments strengthen the system, increase capacity to serve our growing communities, and deliver the reliability our customers count on. Even as demand accelerates, our commitment remains unchanged: to deliver reliable energy at the lowest possible cost as we strengthen the grid and improve resiliency. In further support of our capital funding needs, we announced two strategic transactions, starting with Brookfield Infrastructure's $6 billion minority investment in our Florida business.
This transaction enables a material strengthening of our credit profile as we enter this period of significant growth, as well as the ability to grow our Florida utility at its full potential. We also announced the sale of our Tennessee LDC business to Spire. The premium valuation of $2.5 billion or 1.8 times rate base reflects the high end of the LDC asset sales precedents. We are seizing growth opportunities with a total of 7.6 GW of economic development projects contracted under electric service agreements. These contracts include protections to ensure new large load customers pay their fair share of costs and protect our existing customers. In fact, every GW that we sign contractually will actually lower the cost to the customers over time.
For example, we estimate that a new one-gigawatt data center project in North Carolina could deliver up to $1 billion in net benefits for customers over the life of the contract. Our partnerships with local and state officials to attract investments to our jurisdiction serve as a model for how we power the economic renaissance while we benefit the communities we serve. We made strong progress working with federal, state, and local stakeholders to support constructive regulatory outcomes in energy policy. Over the past year, we advanced rate cases, storm cost recovery, and securitization efforts that improve regulatory certainty. These constructive outcomes allow us to invest with confidence as we build the energy backbone needed to support growth and maintain reliability for decades to come. Duke Energy has a long-standing commitment to serve our communities, not just deliver power.
For over 100 years, our people have had the privilege of living and working alongside the customers we serve, and that experience has made community engagement a core competency in our planning and delivery. We also continue to advocate for policies that recognize the value of a vertically integrated regulated utility model, one that delivers transparency and long-term value. Finally, we invested in new infrastructure and made meaningful progress delivering on our all-of-the-above generation strategy. We added capacity to our system across a diverse mix of resources, including a 100 MW battery storage system in North Carolina, the largest on our system to date. After obtaining permitting approvals, we also broke ground on 5 GW of new natural gas generation in the Carolinas and Indiana and have another 2.5 GW of natural gas generation capacity under development.
We secured critical contracts for equipment and labor to support these projects and are pursuing nearly 250 MW of power uprates and 20-year life extensions at our nuclear units in the Carolinas. Over the next 5 years, we plan to add approximately 14 GW of incremental generation while continuing to modernize the largest transmission and distribution system in the country. We are committed to adding every available megawatt to meet rising demand, advancing new natural gas generation, expanding solar and battery storage, maximizing the value of our existing nuclear fleet, and maintaining optionality around emerging technologies. These investments are critical to supporting economic development, including manufacturing and technology-driven growth across our states. All of this progress is underpinned by a strong foundation of safety and operational excellence.
Our teams continue to perform at industry-leading levels, whether restoring service after major storms or delivering reliable power during record peaks in both summer and winter. Operational excellence is not just a slogan at Duke Energy. It's how we show up every day for our customers and our communities. We enter 2026 with strong momentum. Duke Energy has a clear strategy, a simplified business model, constructive regulatory frameworks, and a highly skilled workforce of more than 26,000 teammates. In 2026, Duke Energy will continue to meet current and future energy needs by maximizing our existing resources, building new generation, and continually optimizing our electrical grid to improve resiliency and customer service. We are building with speed and discipline to meet surging growth while staying focused on what matters most: reliability, affordability, and long-term value. With that, I'll turn it over to Ted.
Thank you, Harry. The polls are now closed. David, please provide the Inspector of Elections report before we go to Q&A.
Based on the proxies received, each nominee for director has been elected with over 89% of the votes cast. The ratification of Deloitte & Touche as Duke Energy's independent registered public accounting firm for 2026 has been approved with approximately 95% of the shares represented. The advisory vote on our named executive officer compensation has been approved, receiving support of approximately 94% of the shares represented. The approval of an amendment to the company's amended and restated certificate of incorporation to eliminate supermajority re-requirements has failed, receiving approximately 66% of the outstanding shares entitled to vote.
Okay. Thank you, David. The final reports of the Inspector of Elections are ordered to be filed with the minutes of this meeting. The meeting is now adjourned. We would now like to answer some of your questions. With that, Mike, let me turn it to you to moderate the question and answer session, please.
Thank you, Ted. 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 you submitted them. All of the questions we receive, along with answers, will be posted to our website after the meeting. We received a number of questions in advance on a variety of topics. The first question is in the category of decarbonization and climate, and we also received a related question on renewable energy that we'll address here. The question reads, "In the proxy statement, there's a comment on modern energy, including how we are balancing keeping rates as low as possible and reliability with decarbonization-oriented regulations and legislation.
I would like to know more about how we are balancing.
Thanks, Mike. I'll take that one. Like I mentioned earlier, our long-term strategy has always been guided by reliability and affordability for our customers while helping meeting the growing population and economic development that we're seeing in our states. As the provider of an essential service, we are making strategic investments every day in modern, resilient energy infrastructure to meet the evolving needs of our customers and support the industries driving the economic growth and opportunity that we see across our states. At the same time, we continue to develop innovative strategies to keep our customers' bills as low as possible. We provide customer value and protect the reliability of our customers by using a diverse mix of resources. Our all-of-the-above generation strategy includes nuclear, natural gas, renewables, and energy storage, and we continue to evaluate new emerging technologies that could help us in the future.
We will continue to modernize our energy fleet to meet the growing demands reliably, integrating this diverse mix of lower emission technologies part of the all-of-the-above strategy. This also includes continued operation of our existing carbon-free nuclear plants, which deliver reliable 24/7 energy. Solar also continues to play an important role in this strategy, particularly when paired with energy storage. Since 2005, we have reduced carbon emissions by 43%, and we continue to make progress toward achieving the net zero emissions by 2050. We recognize that our path will not always be linear. We'll continue to focus on the reliability and affordability while we continue to meet our customers' demands in the future.
Great. Thank you, Harry. The next question is regarding retiree compensation. The question reads, "I wish management would consider a cost of living adjustment for retirees.
Yeah. I want to first say I have incredible respect for the contribution that our retirees have made over a long period of time. They've really dedicated their lives to serving the customers in our communities and really made a difference in our company. I know this issue is always top of mind for them. We always designed our Duke Energy retirement benefits as a portfolio of assets. This includes 401(k) benefits, individual savings, as well as our retirement pension. We also offer financial planning to our employees during their career as they approach retirement, so they can think through how issues such as inflation, high interest rates, healthcare, and other things can factor in and impact their decisions so they can plan for their future.
Great. Thank you. Our next question is on affordability. "My power bill is too high. I'm retired from work. My pay doesn't go up like Duke wants raises. How about giving senior citizens a break? Would you want one for your elderly parents?
I'll handle that one too, Mike. I recognize how hard it is out there with rising costs on everything from gasoline to healthcare to rents. We take those concerns that our customers have seriously, particularly those folks that are on a fixed income. That's why we are always relentlessly focused on keeping our costs down. We're trying to hold electric utility increases below the rate of inflation, and we've been successful at doing that for more than a decade. We've been saving our customers billions of dollars through efficiencies and offering programs that help lower their monthly bills. Any of our rate changes are reviewed by state regulators, and our goal remains the same: to deliver reliable power at the lowest possible cost while also giving our customers tools to better manage what they pay.
We also have, for customers who need additional support, we have programs like our Share the Light Fund, which provides help with energy bills for eligible customers facing financial hardships. Customers can learn more or apply through our website or by contacting our customer service team.
Thank you, Harry. Our next question is in the category of board and executive compensation. "Why do we give shares to executives and directors, pay them and allow them to purchase shares at a reduced rate, 75%-85% of the current price, and require them to hold the shares for a specified period of time depending on the discount? Giving away shares that are created for such use diminishes the equity and voting power of each shareholder. All shares used for such purposes should be purchased by the company on the open market. Additionally, no given shares should have voting rights.
Mike, I think I'll go ahead and take that one. I guess I would consider this a novel and interesting idea. I have to admit I'm not aware of any public companies that actually take that approach. That would kind of raise the issue for me. We want our compensation practices to be based on prevalent market practice. We aim to attract and retain talented executives and directors by offering competitive compensation packages. Our peers universally use a mix of cash and stock, as do we. The equity portion aligns the directors, employees with the shareholder interests the best. We believe it's really important for our directors to have that commitment and alignment with our shareholders. We can issue new shares or buy shares in the open market. Our plans allow us to do either or a combination of both.
Over the years, we've used both. I think shareholders should really expect that we would continue to use a combination of cash and equity in our compensation practices.
Thank you, Ted. The next question is regarding benchmarking compensation to retain key employees. How are we benchmarking compensation for critical roles against the market? What indicators do we use to determine when adjustments are necessary to remain competitive?
I'll take that one too, Mike. It's a great question, and the board spends a great deal of time on this issue. Having properly incentivized people and a motivated group of executives and directors is a real difference-maker in corporate success. I would direct the shareholders to our compensation discussion and analysis report that's in the proxy, where we discuss a lot of this. As I mentioned a moment ago, our compensation practices are based on prevalent market practice, and we aim to attract and retain talented executive officers by offering total compensation that is competitive. The Compensation and People Development Committee, with input and advice from its independent consultant, uses a custom peer group to review executive compensation levels and to review our plan design.
This peer group is comprised of companies that reflect Duke Energy's scale and business complexity and is reviewed annually to ensure that it remains appropriate. We design our compensation programs to motivate our executives and to focus on core business priorities and align their interests with key stakeholders, including shareholders and customers. We use these external comparisons to similar positions in our peer group and internal comparisons as well, and arrive at the compensation packages.
Great. Thank you, Ted. Our next question is on customer billing complaints and remedy processes. This is a multiple-part question. I'll break it into two parts. First, Dear Mr. Harry K. Sideris, President and CEO, and to the Board of Directors of Duke Energy, three related questions for your comments concerning shareholder ethics feedback, customer billing mistakes policy, and ethical remedy practices for incorrect billing practices. Question one: Is there a portal policy and procedure for shareholders to report unethical business practices?
Thank you for that question. We take concerns about ethics, compliance, and fair customer treatment very seriously. Duke Energy maintains multiple channels for our employees, our customers, and our shareholders to raise any concerns about potential unethical business practices. These include our ethics and compliance program and an independent ethics line, which is available 24 hours a day and allows confidential and anonymous reporting. All of these reports are reviewed under established procedures and investigated as appropriate.
The question continues. Question 2: Does Duke Energy have a consistent policy to provide remedy to customers for long-term, 2-30 years of incorrect billing mistakes? Question 3: The current remedy practice is Duke Energy returns the customer's money for incorrect billing charges with no adjustment for long-term inflation. Effectively, a long-term 0% loan to Duke Energy provided from the customer's incorrect billing charges. The past remedy practice is Duke Energy used the last billing statement plus 10% interest to help compensate for the long-term incorrect charges and inflation. Is the recent practice a policy change, and is it an unethical and unfair business practice that should be addressed in your view?
When billing mistakes are found and identified, our policy is to correct the error and provide appropriate bill adjustments or refunds based on the facts and applicable regulatory requirements as soon as possible. Remedies for our billing issues are handled on a case-by-case basis in accordance with the approved tariffs, state utility laws, as well as our company's policy. Practices related to billing corrections are governed primarily by regulatory frameworks and tariffs approved by the state regulators, and they may differ from state to state and over time. Our focus is on correcting errors promptly and fairly, consistent with the applicable rules. Finally, while it would not be appropriate to address individual customer matters in this form, we appreciate your willingness to provide feedback.
We encourage our customers with specific concerns to work directly through our customer service channels so their concerns can be reviewed in detail. Acting with integrity and fairness is a Duke Energy core value, and we are committed to continuously improving our processes where appropriate.
Thank you, Harry. Our last question. On page 30 of the 2025 annual report in Form 10-K, nuclear accounts for 17% of the owner megawatt capacity of the Duke system. On page 36 of the same report under Building a Smarter Energy Future, there is a discussion about reducing carbon emissions. Question: What role will small modular reactors, SMRs, play in helping to achieve future corporate goals in emission reductions since nuclear capacity would benefit this area? That is, are there any immediate or future plans to build additional nuclear capacity, build a large plant or add nuclear capacity in the SMR area?
Thanks for that question, Mike. We are the largest regulated nuclear fleet in the country. We have 11 reactors that produce safe, reliable, cost-effective power for our customers and provide numerous benefits for the communities and the customers that we serve. It is a vital part of our all-of-the-above generation strategy as we meet energy demand in the future. We're focused currently on our current fleet in maximizing the outputs of those with 250 MW of uprates for those units, as well as extending the life of those existing plants for 20 more years above their lifespan now. We're also looking at preserving optionality to pursue new nuclear in the future, whether that's SMRs or large reactor technology, we will continue to focus on that. Any structure to advance new nuclear will have to address 3 key things.
First, the first-of-a-kind risks with new technologies in building a nuclear plant, as well as the supply chain and workforce that's needed to do that. The second item is financial risk protections that protect our investors and customers. Finally, we would need to protect the balance sheet of the company during the construction period. We continue to look in and make progress on near-term activities to support potential advanced nuclear deployment. We will continue to look at that as we look to meet our demand in the future.
Thank you, Harry. That concludes the Q&A portion of the meeting. Harry, I'll turn it to you to wrap up.
Thank you again, everyone, for joining us today. We really appreciate your investment in Duke Energy. The future is bright for our company. As a reminder, we will post your questions and answers to Duke Energy website. Thank you for your investment again, and have a great afternoon.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.