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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

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		Welcome to the (4)Duke Energy Annual Shareholder Meeting		Date Filed:

March 20, 2014

Dear Fellow Shareholders:

March 17, 2011
Dear Shareholder:

I am pleased to invite you to our annual shareholder meeting to be held on Thursday, May 5, 2011,1, 2014, at 10:00 a.m. in the O. J.O.J. Miller Auditorium located at our526 South Church Street in Charlotte, headquarters.North Carolina.

As explained in the enclosed proxy statement, at this year's meeting you will be asked to vote (i) for the election of directors, to ratify(ii) for the ratification of the selection of the independent public accountant, to make(iii) for the approval, on an advisory vote onbasis, of Duke Energy Corporation's named executive officer compensation, (iv) for the amendment to make an advisory vote on the frequencyDuke Energy Corporation's Amended and Restated Certificate of an advisory vote on executive compensation,Incorporation to vote on threeauthorize shareholder action by less than unanimous written consent, (v) against two shareholder proposals, and (vi) to consider any other business that may properly come before the meeting.

            Later in the year, we will be sending you materials in which you will be asked to vote on several items requiring the approval of our shareholders in connection with our proposed merger with Progress Energy. This year's proxy statement relates solelyincludes certain items such as a proxy statement summary on page 6 and certain charts and illustrations to help better explain our corporate governance and compensation programs and objectives. With this document, our aim is to communicate with you the annual business of Duke Energy.matters to be addressed at the meeting in a way that is simple and straightforward.

Your vote is important – exercise your shareholder right and vote your shares right away.

Please turn to page 12 for the instructions on how you can vote your shares over the Internet, by telephone or by mail. It is important that all Duke Energy shareholders, regardless of the number of shares owned, participate in the affairs of the Company. At Duke Energy's last annual meeting, in May 2010,2013 Annual Shareholder Meeting, approximately 8384 percent of Duke Energy'sthe Company's outstanding shares were represented in person or by proxy.

We hope you will find it possible to attend this year's annual shareholder meeting and thank you for your continued interest in Duke Energy.

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PARTICIPATE IN THE FUTURE OF DUKE ENERGY;
CAST YOUR VOTE RIGHT AWAY

It is very important that you vote to play a part in the future of Duke Energy. New York Stock Exchange ("NYSE") rules state that if your shares are held through a broker, bank or other nominee, they cannot vote on your behalf on nondiscretionary matters.

Please cast your vote right away on all of the proposals listed below to ensure that your shares are represented.

Proposals That Require Your Vote

Vote Right Away

Even if you plan to attend this year's meeting, it is a good idea to vote your shares now, before the meeting, in the event your plans change. Whether you vote by Internet, by telephone or by mail, please have your proxy card or voting instruction form in hand and follow the instructions.

By Internet using your computer		By telephone		By mailing your proxy card
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name.		Cast your ballot, sign your proxy card and send free of postage.

DUKE ENERGY – 2014 Proxy Statement    3

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PARTICIPATE IN THE FUTURE OF DUKE ENERGY;
CAST YOUR VOTE RIGHT AWAY

Visit Our Website

Visit our website http://www.duke-energy.com/investors/news-events.asp		• Review and download this proxy statement and our annual report • Listen to a live audio stream of the meeting

Attend Our 2014 Annual Shareholder Meeting

		10:00 a.m. (EST) on Thursday, May 1, 2014 O.J. Miller Auditorium 526 South Church Street Charlotte, NC 28202 Directions to 526 South Church Street are provided on the inside back cover.  526 South Church Street  Mint Street Parking Deck  Bank of America Stadium

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This proxy statement was first made available to shareholders on or about March 20, 2014.

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. Page references ("XX") are supplied to help you find further information in this proxy statement.

Eligibility to Vote (page 11)

You can vote if you were a shareholder of record at the close of business on March 3, 2014.

How to Cast Your Vote (page 12)

You can vote by any of the following methods:

By Internet using your computer		By telephone		By mailing your proxy card		In person
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903 or by calling the number provided by your broker, bank or other nominee if your shares are not registered in your name.		Cast your ballot, sign your proxy card and send free of postage.		At the annual shareholder meeting: If you are a shareholder of record, you may be admitted to the meeting by bringing your notice, proxy card or, if your shares are held in the name of a broker, bank or other nominee, an account statement or letter from the nominee indicating your ownership as of the record date, along with some form of government-issued identification.

Business Highlights

Duke Energy's regulated utility operations provide electricity to 7.2 million customers located in six states in the Southeast and Midwest United States, representing a population of approximately 22 million people. Our nonregulated businesses own and operate diverse power generation assets in North America and Latin America, including a growing portfolio of renewable energy assets in the United States. Duke Energy operates in the United States, primarily through its direct and indirect wholly owned subsidiaries, Duke Energy Carolinas, LLC; Duke Energy Progress, Inc.; Duke Energy Florida, Inc.; Duke Energy Ohio, Inc.; Duke Energy Kentucky, Inc.; and Duke Energy Indiana, Inc., as well as in Latin America through Duke Energy International, LLC.

Governance of the Company (page 21)

•

Board Leadership Structure

•

Meeting Attendance

•

Risk Oversight

•

Director Independence

•

Committees and Attendance

•

Director Qualification Standards

•

Criteria for Board Membership

•

Majority Vote Standard

•

Communications with Directors

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May 1, 2014

10:00 a.m.
O.J. Miller Auditorium
526 South Church Street
Charlotte, North Carolina 28202

We will convene the annual shareholder meeting of Duke Energy Corporation on Thursday, May 1, 2014, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina.

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 Corporation's independent public accountant for 2014;

3.

Approval, on an advisory basis, of Duke Energy Corporation's named executive officer compensation;

4.

Amendment to Duke Energy Corporation's Amended and Restated Certificate of Incorporation to authorize shareholder action by less than unanimous written consent;

5.

A shareholder proposal regarding shareholder right to call a special shareholder meeting;

6.

A shareholder proposal regarding political contribution disclosure; and

7.

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 3, 2014, are entitled to vote at the annual shareholder meeting. It is important that your shares are represented at this meeting.

This year we will again be using the Securities and Exchange Commission ("SEC") rule that allows us to provide our proxy materials to our shareholders overvia the internet.Internet. By doing so, most of our shareholders will only receive a notice containing instructions on how to access the proxy materials overvia the internetInternet and vote online, by telephone or by mail. If you would still 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.

            Even if you plan to attend this year's meeting, it is a good idea to vote your shares now, before the meeting, in the event your plans change. This notice and proxy statement contains instructions on how you can vote your shares over the internet, by telephone or by mail. Whether you choose to vote by mail, telephone or internet, your response is greatly appreciated.

            We hope you will find it possible to attend this year's annual meeting, and thank you for your continued interest in Duke Energy.

		Sincerely,
		James E. Rogers Chairman, President and Chief Executive Officer

Duke Energy Corporation
526 South Church Street
Charlotte, NC 28202-1802

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 5, 2011

March 17, 2011

            We will convene the annual meeting of shareholders of Duke Energy Corporation on Thursday, May 5, 2011, at 10:00 a.m. in the O. J. Miller Auditorium located at our Charlotte headquarters at 526 South Church Street in Charlotte, North Carolina.

            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 public accountant for 2011;



3.

Advisory vote on executive compensation;



4.

Advisory vote on the frequency of an advisory vote on executive compensation;



5.

A shareholder proposal relating to preparation of a report on Duke Energy's global warming-related lobbying activities;



6.

A shareholder proposal regarding the issuance of a report on the financial risks of continued reliance on coal;



7.

A shareholder proposal regarding an amendment to our organizational documents to require majority voting for the election of directors; and



8.

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 10, 2011, are entitled to vote at the annual meeting. It is important that your shares be represented at this meeting.

Whether or not you expect to be present at the annual shareholder meeting, 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. You may also vote by telephone or internet. Please follow the voting instructions that are included on your proxy card. Regardless of the manner in which you vote, we urge and greatly appreciate your prompt response.

Dated: March 20, 2014		By order of the Board of Directors,
		Marc E. ManlyJulie S. Janson Group Executive Vice President, Chief Legal Officer and Corporate Secretary

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

On what am I voting?

Who can vote?

Holders of Duke Energy's common stock as of the close of business on the record date, March 3, 2014, are entitled to vote, either in person or by proxy, at the annual shareholder meeting. Each share of Duke Energy common stock has one vote.

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

How do I vote?

By Proxy – Before the annual shareholder meeting, you can give a proxy to vote your shares of Duke Energy common stock in one of the following ways:


•

by telephone;


•

by internet; or


•

by completing and signing your proxy card and mailing it in time to be received prior to the annual meeting.


The telephone and internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded. If you wish to vote by telephone or internet, please follow the instructions that are included on your notice.

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		If you mail us
	By Internet using your properly completed and signed proxy card, or vote bycomputer		By telephone or internet, your shares of Duke Energy common stock will be voted according to the choices that you specify. If you sign and mail		By mailing your proxy card without marking any choices, your proxy will be voted:
		•Visit 24/7 www.proxyvote.com		FORDial toll-free 24/7 1-800-690-6903 or by calling the election of all nominees for director;
	number provided	by your broker, bank •or other nominee if your shares are not registered in your name.		FOR the ratificationCast your ballot, sign your proxy card and send free of Deloitte as Duke Energy's independent public accountant for 2011;postage.
		•		FOR the approval of executive compensation;
		•		FOR the option of every one year as the preferred frequency for holding an advisory vote on executive compensation;
		•		AGAINST the shareholder proposal relating to preparation of a report on Duke Energy's global warming-related lobbying activities;
		•		AGAINST the shareholder proposal regarding the issuance of a report on the financial risks of continued reliance on coal; and
		•		AGAINST the shareholder proposal regarding an amendment to our organizational documents to require majority voting for the election of directors.
		We do not expect that any other matters will be brought before the annual meeting. However, by giving your proxy, you appoint the persons named as proxies as your representatives at the annual meeting. If an issue should arise for vote at the annual meeting that is not included in the proxy material, the proxy holders will vote your shares in accordance with their best judgment.
		In Person—You may come to the annual meeting and cast your vote there. If your shares are held in the name of your broker, bank or other nominee and you wish to vote at the annual meeting, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on March 10, 2011.
Q:		May I change or revoke my vote?
A:		Yes. You may change your vote or revoke your proxy at any time prior to the annual meeting by:
		•		notifying Duke Energy's Corporate Secretary in writing that you are revoking your proxy;
		•		providing another signed proxy that is dated after the proxy you wish to revoke;
		•		using the telephone or internet voting procedures; or
		•		attending the annual meeting and voting in person.

We do not expect that any other matters will be brought before the annual shareholder meeting. However, by giving your proxy, you appoint the persons named as proxies as your representatives at the annual shareholder meeting.

In Person – You may come to the annual shareholder meeting and cast your vote there. You may be admitted to the meeting by bringing your notice, proxy card or, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on March 3, 2014, along with some form of government-issued identification.

May I change or revoke my vote?

Yes. You may change your vote or revoke your proxy at any time prior to the annual shareholder meeting by:

•

notifying Duke Energy's Corporate Secretary in writing that you are revoking your proxy;

•

providing another signed proxy that is dated after the proxy you wish to revoke;

•

using the telephone or Internet voting procedures; or

•

attending the annual shareholder meeting and voting in person.

Will my shares be voted if I do not provide my proxy?

It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the meeting.

Brokerage firms generally have the authority to vote their customers' unvoted shares on certain "routine" matters. If your shares are held in the name of a broker, bank or other nominee, such nominee can vote your shares for the ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant for 2014 if you do not timely provide your proxy because this matter is considered "routine" under the applicable rules. However, no other items are considered "routine" and may not be voted by your broker without your instruction.

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

If I am a participant in the Duke Energy Retirement Savings Plan or the Savings Plan for Employees of ContentsFlorida Progress Corporation, how do I vote shares held in my plan account?

DUKE ENERGY – 2014 Proxy Statement    13

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDER MEETING

Who conducts the proxy solicitation and how much will it cost?

Duke Energy is requesting your proxy for the annual shareholder meeting and will pay all the costs of Contentsrequesting shareholder proxies. We have hired Georgeson Inc. to help us send out the proxy materials and request proxies. Georgeson's fee for these services is $21,000, plus out-of-pocket expenses. We can request proxies through the mail or personally by telephone, fax or Internet. We can use directors, officers and other employees of Duke Energy to request proxies. Directors, officers and other employees will not receive additional compensation for these services. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Duke Energy common stock.

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PROPOSAL 1:    ELECTION OF DIRECTORS

The Board of Directors

The Board of Directors of Duke Energy has nominated the following 1115 candidates to serve on the Board. We have a declassified Board of Directors, which means all of the directors are voted on every year at the annual shareholder meeting.

If any director is unable to stand for election, the Board of Directors may reduce the number of directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute director. We do not expect that any nominee will be unavailable or unable to serve. The Corporate Governance Committee, comprised of only independent directors, has recommended each of the following current directors as nominees for directorsdirector and the Board of Directors has approved their nomination for election:election. Two of our current directors, Messrs. Barnet and Sharp, will be retiring at our 2014 Annual Shareholder Meeting and therefore are not nominated for re-election.

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PROPOSAL 1:    ELECTION OF DIRECTORS

		William Barnet, III Director of Duke Energy or its predecessor companies since 2005 Chairman, President and Chief Executive Officer The Barnet Company Inc. and Barnet Development Corporation Age 68 Mr. Barnet has served as Chairman, President and CEO of The Barnet Company Inc. since 2001 and Barnet Development Corporation since 1990. Both companies are real estate and investment firms. Mr. Barnet served two terms as mayor of Spartanburg, S.C. and is a former director of Bank of America. In March 2006, Mr. Barnet was named as a Trustee of the Duke Endowment. Mr. Barnet's qualifications for election include his management experience, his understanding of Duke Energy's South Carolina service territory, and his knowledge of finance and risk management.
								G. Alex Bernhardt, Sr.
Independent Director Nominee
		Age: 70 Director of Duke Energy or its predecessor companies since 1991 Chairman, and CEO Bernhardt Furniture Company		Age 67 Mr. Bernhardt has been associated with Bernhardt Furniture Company, a furniture manufacturer, since 1965. He was named PresidentSkills and a director in 1976 and became Chairman and CEO in 1996. Mr. Bernhardt is a director of Communities In Schools and the North Carolina Nature Conservancy. Qualifications: • Mr. Bernhardt's qualifications for election include his management experience and his knowledge and understanding of industry in Duke Energy's North Carolina service territory.

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		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Mr. Bernhardt has been associated with Bernhardt Furniture Company, a furniture manufacturer, since 1965. He has served as Chairman since 1996 and a director since 1976. Previously he served as President from 1976 until 1996 and CEO from 1996 until 2011. Mr. Bernhardt is a director of Communities In Schools and a trustee of the North Carolina Nature Conservancy.
Michael G. Browning
Independent Director Nominee
		Age: 67 Director of Duke Energy or its predecessor companies since 1990 Chairman, and President Browning Investments, Inc.		Age 64Skills and Qualifications: • Mr. Browning's qualifications for election include his management experience and his knowledge and understanding of Duke Energy's Midwest service territory. Mr. Browning's financial and investment background adds a valuable perspective to the Board and its committees.		Committees: • Audit Committee • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships: • None
Mr. Browning has been Chairman and President of Browning Investments, Inc., a real estate development firm, since 1981.1981, and served as President from 1981 until 2013. He also serves as owner, general partner or managing member of various real estate entities. Mr. Browning is a former director of Standard Management Corporation, Conseco, Inc. and Indiana Financial Corporation.
Harris E. DeLoach, Jr.
Independent Director Nominee
		Age: 69 Director of Duke Energy or its predecessor companies since 2006 Executive Chairman, Sonoco Products Company		Skills and Qualifications: • Mr. Browning'sDeLoach's qualifications for election include his managementknowledge of the economic and business development issues facing the communities we serve, his experience leading a public company with global operations and his knowledge and understanding of Duke Energy's midwestSouth Carolina service territory. Mr. Browning's financial and investment background adds a valuable perspective to the Board and its committees.		Committees: • Corporate Governance Committee • Nuclear Oversight Committee Other current public directorships: • Sonoco Products Company • Goodrich Corporation
Mr. DeLoach has served as Executive Chairman of Sonoco Products Company, a manufacturer of paperboard and paper and plastic packaging products, since March 2013. He previously served as Chief Executive Officer of Sonoco Products Company from July 2000 to March 2013. Mr. DeLoach has been Chairman of the Sonoco Products Board of Directors since April 2005. Prior to joining Sonoco Products in 1986, Mr. DeLoach was in private law practice and served as an outside counsel to Sonoco Products for 15 years.

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		Mr. DiMicco has served as Chairman Emeritus of Nucor Corporation, a steel company, since December 2013. From January 2013 until December 2013, Mr. DiMicco served as Executive Chairman of Nucor Corporation and as Chairman from May 2006 to December 2012, Chief Executive Officer from September 2000 to December 2012 and President from September 2000 to December 2010. He was a member of the Nucor Board of Directors from 2000 to 2013. Mr. DiMicco is a former chair of the American Iron and Steel Institute.
								John H. Forsgren
Independent Director Nominee
		Age: 67 Director of Duke Energy or its predecessor companies since 2009 Retired Vice Chairman, Executive Vice President and Chief Financial Officer, Northeast Utilities		Age 64 Mr. Forsgren was Vice Chairman, Executive Vice PresidentSkills and Chief Financial Officer of Northeast Utilities from 1996 until his retirement in 2004. Mr. Forsgren also is currently a director of The Phoenix Companies, Inc. and of several privately held companies. He is a former director of CuraGen Corporation and Neon Communications Group, Inc. Qualifications: • Mr. Forsgren's qualifications for election include his prior management and financial experience as Vice Chairman and Chief Financial Officer of a large utility company and his extensive knowledge of the energy industry and insight on renewable energy.		Committees: • Finance and Risk Management Committee • Nuclear Oversight Committee Other current public directorships: • The Phoenix Companies, Inc.
Mr. Forsgren has been Chairman of The Phoenix Companies, Inc. since 2013 and was Vice Chairman, Executive Vice President and Chief Financial Officer of Northeast Utilities from 1996 until his retirement in 2004. He is a former director of CuraGen Corporation and Neon Communications Group, Inc.
Lynn J. Good
Non-Independent Director Nominee Vice Chairman of the Board
		Age: 54 Director of Duke Energy or its predecessor companies since 2013 Vice Chairman, President and Chief Executive Officer, Duke Energy Corporation		Skills and Qualifications: • Ms. Good's qualifications for election include her experience as Chief Executive Officer and Chief Financial Officer of Duke Energy, her knowledge of the affairs of Duke Energy and its businesses, and her experience in the energy industry.		Committees: • None Other current public directorships: • Hubbell Incorporated
Ms. Good has served as Vice Chairman, President, Chief Executive Officer and a member of the Board of Directors of Duke Energy since July 2013. She served as Executive Vice President and Chief Financial Officer of Duke Energy from July 2009 through June 2013. Prior to that she served as President, Commercial Businesses from November 2007 through June 2009.

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		Committees: • Compensation Committee • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships: • The Phoenix Companies, Inc.
Ms. Gray was President of Diversified Publishing Group of ABC, Inc., a television, radio and publishing company, from 1991 until 1997 and was a Corporate Vice President of ABC, Inc. and its predecessors from 1979 to 1998. Ms. Gray is a former director of Elan Corporation, plc and former trustee of JPMorgan Funds.
James H. Hance, Jr.
Independent Director Nominee
		Age: 69 Director of Duke Energy or its predecessor companies since 2005 Retired Vice Chairman and Chief Financial Officer, Bank of America Corporation		Age 66 Mr. Hance was Vice Chairman of Bank of America from 1994 until his retirement in 2005Skills and served as Chief Financial Officer from 1988 to 2004. Since retiring in 2005, Mr. Hance has served as a director for various public companies, including Duke Energy Corporation. Mr. Hance is a certified public accountant and spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). He is currently a director of Sprint Nextel Corporation, Cousins Properties Incorporated, Morgan Stanley and Ford Motor Company and a former director of Bank of America, Rayonier Inc. and EnPro Industries, Inc. Mr. Hance also serves as a Senior Advisor to the Carlyle Group. Qualifications: • Mr. Hance's qualifications for election include his management and financial experience as Vice Chairman and Chief Financial Officer of one of our nation's largest financial institutions, his broad background as a director of a number of large financial and industrial corporations, and his expertise in finance.		Committees: • Audit Committee • Compensation Committee • Finance and Risk Management Committee Other current public directorships: • Cousins Properties Incorporated • Ford Motor Company • The Carlyle Group,  LP
Mr. Hance was Vice Chairman of Bank of America from 1994 until his retirement in 2005 and served as Chief Financial Officer from 1988 to 2004. Since retiring in 2005, Mr. Hance has served as a director for various public companies. He is a certified public accountant and spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). He is a former director of Bank of America, Rayonier Inc., Morgan Stanley and EnPro Industries, Inc. Mr. Hance also serves as an operating executive of The Carlyle Group, LP and is a member of its board of directors.
John T. Herron
Independent Director Nominee
		Age: 60 Director of Duke Energy or its predecessor companies since 2013 Retired President, Chief Executive Officer and Chief Nuclear Officer, Entergy Nuclear		Skills and Qualifications: • Mr. Herron's qualifications for election include his knowledge and extensive insight gained at a variety of nuclear energy facilities over more than three decades, as well as his previous management experience in the energy industry.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Mr. Herron was President, Chief Executive Officer and Chief Nuclear Officer of Entergy Nuclear from 2009 until his retirement on March 31, 2013. Mr. Herron joined Entergy Nuclear in 2001 and held a variety of positions. He began his career in nuclear operations in 1979 and has held positions at a number of nuclear stations across the country. Mr. Herron is a director of Ontario Power Generation and also has served on the Institute of Nuclear Power Operations' board of directors.

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PROPOSAL 1:    ELECTION OF DIRECTORS

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								James T. Rhodes
Independent Director Nominee
		Age: 72 Director of Duke Energy or its predecessor companies since 2001 Retired Chairman, President and Chief Executive Officer, Institute of Nuclear Power Operations		Age 69 Dr. Rhodes was ChairmanSkills and CEO of the Institute of Nuclear Power Operations, a nonprofit corporation promoting safety, reliability and excellence in nuclear plant operation, from 1998 to 1999 and Chairman, President and CEO from 1999 until his retirement in 2001. He served as President and CEO of Virginia Electric & Power Company, a subsidiary of Dominion Resources, Inc., from 1989 until 1997. Dr. Rhodes is a former member of the Advisory Council for the Electric Power Research Institute. Qualifications: • Dr. Rhodes' qualifications for election include his management experience as Chief Executive Officer of a large non-profit organization in the energy industry, as well as his in-depth knowledge of the energy and nuclear industry.		Committees: • Nuclear Oversight Committee • Regulatory Policy and Operations Committee Other current public directorships: • None
Dr. Rhodes was Chairman and Chief Executive Officer of the Institute of Nuclear Power Operations, a nonprofit corporation promoting safety, reliability and excellence in nuclear plant operation, from 1998 to 1999 and Chairman, President and Chief Executive Officer from 1999 until his retirement in 2001. He served as President and Chief Executive Officer of Virginia Electric & Power Company, a subsidiary of Dominion Resources, Inc., from 1989 until 1997. Dr. Rhodes is a former member of the Advisory Council for the Electric Power Research Institute.
Carlos A. Saladrigas
Independent Director Nominee
James E. Rogers		Age: 65 Director of Duke Energy or its predecessor companies since 1988 Chairman, President and Chief Executive Officer Duke Energy Corporation Age 632001 Chairman, Regis HR Group, Concordia Healthcare Holdings, LLC		Skills and Qualifications: • Mr. Rogers has served as President, CEO and a member of the Board of Directors of Duke Energy since its merger with Cinergy Corp. in 2006 and has served as Chairman since 2007. Mr. Rogers was Chairman and CEO of Cinergy Corp. from 1994 until its merger with Duke Energy. He was formerly Chairman, President and CEO of PSI Energy, Inc. from 1988 until 1994. Mr. Rogers is currently a director of Applied Materials, Inc. and CIGNA Corporation and a former director of Fifth Third Bancorp. Mr. Rogers'Saladrigas' qualifications for election include his 22 years as Chief Executive Officer of a utility company, and hisextensive expertise in the energy industry, the affairs of the Companyhuman resources, financial services and its businesses.

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		Philip R. Sharp Director of Duke Energy or its predecessor companies since 2007 President Resources for the Future Age 68 Dr. Sharp has served as President of Resources for the Future since 2005. He joined Duke Energy's Board of Directors in 2007, having previously served on the board of directors of one of its predecessor companies from 1995 to 2006. Dr. Sharp was a member of Congress from Indiana for 20 years, serving on the House Energy and Commerce Committee. He is a member of the Blue Ribbon Commission on America's Nuclear Future, and he currently serves as Congressional Chair of the non-profit National Commission on Energy Policy. Dr. Sharp's qualifications for election include broad experience in government, including regulatory and legislative processes,accounting arenas, as well as his understanding of governmental relations,Duke Energy's Florida service territory.		Committees: • Audit Committee • Compensation Committee • Regulatory Policy and Operations Committee Other current public policydirectorships: • Advance Auto Parts, Inc.
Mr. Saladrigas is Chairman of Regis HR Group, which offers a full suite of outsourced human resources services to small and mid-sized businesses. He has served in this position since July 2008. Mr. Saladrigas also serves as Chairman of Concordia Healthcare Holdings, LLC, which specializes in managed behavioral health, since January 2011. He served as Vice Chairman, from 2007 to 2008, and Chairman, from 2002 to 2007, of Premier American Bank in Miami, Florida. Mr. Saladrigas served as Chief Executive Officer of ADP Total Source (previously the energy industry.Vincam Group, Inc.) from 1984 to 2002.

The Board of Directors Recommends a Vote "FOR" Each NomineeTHE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.
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20    DUKE ENERGY – 2014 Proxy Statement

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INFORMATION ON THE BOARD OF DIRECTORS

Our Board Leadership

Our Board of Directors' Leadership Structure and Meeting Attendance

            The BoardDirectors is currently combines the role ofstructured with an independent Chairman of the Board withand a separate Vice Chairman who is also our President and Chief Executive Officer. On January 1, 2014, Ann Gray, previously the Company's independent lead director, became Chairman of the Board. Our President and Chief Executive Officer, Lynn Good, assumed the role of Vice Chairman in July 2013.

The Board of Directors believes that the Company and its shareholders are best served by the Board retaining discretion to determine the appropriate leadership structure for the Company based on what it believes is best for the Company at a particular point in time, including whether the same individual should serve as both Chief Executive Officer. Combining theOfficer and Chairman and CEO roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. To assure effective independent oversight,of the Board, has adopted a numberor whether the roles should be separate. In the event that the Board of governance practices, including havingDirectors determines that the same individual should hold the positions of Chief Executive Officer and Chairman of the Board, the Company's Principles for Corporate Governance provide for an independent lead director with the following responsibilities: (i) leading, in conjunction with the Corporate Governance Committee, the process for review of the Chief Executive Officer and Board, (ii) presiding at Board of Directors' meetings when the Chairman is not present, (iii) presiding at executive sessions of the non-management directors, (iv) assisting in the setting of the Board of Directors' meeting agendas with the Chairman, and (v) serving as a liaison betweento be appointed from among the independent directors and the Chairman and the Chief Executive Officer. Ms. Gray was appointed by the Board of Directors as lead independent director on April 4, 2006.directors.

Director Attendance

The Board of Directors of Duke Energy met 1110 times during 2010,2013 and has met 3 times so far in 2011. No2014. The overall attendance percentage for our directors was approximately 95% in 2013, and no director attended less than 75 percent75% of the total of the Board of Directors' meetings and the meetings of the committees upon which he or she served.served in 2013. Directors are encouraged to attend the annual meeting of shareholders.shareholder meeting. All members of the Board of Directors attended Duke Energy's last annual shareholder meeting of shareholders on May 6, 2010.2, 2013.

Risk Oversight

The Board of Directors is actively involved in the oversight of risks that could affect Duke Energy. This oversight is conducted primarily through the Finance and Risk Management Committee of the Board but also through the other committees of the Board, as appropriate. See below for descriptions of each of the committees. The Board and its committees, including the Finance and Risk Management Committee, satisfy thisits risk oversight responsibility through reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within Duke Energy.

Independence of Directors

The Board of Directors may determine a director to be independent if the Board of Directors has affirmatively determined that the director has no material relationship with Duke Energy or its subsidiaries (references in this proxy statement to Duke Energy's subsidiaries shall mean its consolidated subsidiaries), either directly or as a shareholder, director, officer or employee of an organization that has a relationship with Duke Energy or its subsidiaries. Independence determinations are generally made on an annual basis at the time the Board of Directors approves director nominees for inclusion in the annual proxy statement and, if a director joins the Board of Directors in the interim, at such time.

The Board of Directors also considers its Standards for Assessing Director Independence, which set forth certain relationships between Duke Energy and directors and their immediate family members, or affiliated entities, that the Board of Directors, in its judgment, has deemed to be material or immaterial for purposes of assessing a director's independence. Duke Energy's Standards for Assessing Directors Independence are linked on our website at http://www.duke-energy.com/corporate-governance/board-of-directors/independence.asp. In the event a director has a relationship with Duke Energy that is not addressed in the Standards for Assessing Director Independence, the independent members of the Board of Directors determine whether such relationship is material.

The Board of Directors has determined that none of the directors, other than Mr. Rogers,Ms. Good, has a material relationship with Duke Energy or its subsidiaries, and all are, therefore, independent under the listing standards of the NYSE and the rules and regulations of the SEC. In arriving at this

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determination, the Board of Directors considered all transactions and the materiality of any relationship with Duke Energy and its subsidiaries in light of all facts and circumstances.

            The Board also considers its Standards for Assessing Director Independence which set forth certain relationships between Duke Energy and directors and their immediate family members, or affiliated entities, that the Board, in its judgment, has deemedDUKE ENERGY – 2014 Proxy Statement    21

Back to be material or immaterial for purposes of assessing a director's independence. In the event a director has a relationship with Duke Energy that is not addressed in the Standards for Assessing Director Independence, the independent members of the Board determine whether such relationship is material. For Mr. DiMicco, the Board considered his position at Nucor Corporation ("Nucor") and its relationship with Duke Energy Indiana, Inc. ("Duke Energy Indiana") as Nucor's electric service provider to one of its plants located in the Duke Energy Indiana service territory. See Related Person Transactions on page 83 for further information. This relationship was deemed not to impair Mr. DiMicco's independence as the amount received by Duke Energy in each of the last three years is less than 2% of Nucor's consolidated gross revenues, which is the threshold that could impair independence under the rules of the NYSE and our Standards for Assessing Director Independence. In addition to these relationships, the Board considered that Duke Energy in the ordinary course of business purchases products and services from, or provides electric service to, companies at which some of our directors are officers.Contents

INFORMATION ON THE BOARD OF DIRECTORS

Board of Directors'Directors Committees

The Board of Directors has the fivesix standing, permanent committees described below:

Audit Committee

8 meetings held in 2013

		Committee Members
		Carlos A. Saladrigas, Chairperson Michael G. Browning James H. Hance, Jr. James B. Hyler, Jr. E. Marie McKee

Carlos A. Saladrigas

•

Audit Committee Overview

TheAudit Committee selects and retains a firm of independent public accountants to conduct audits of the accounts of Duke Energy and its subsidiaries. It also reviews with the independent public accountantsaccountant the scope and results of their audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and its subsidiaries, and makes reports and recommendations to the Board of Directors as it deems appropriate. The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by its independent public accountants.accountant. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levels that may be provided by the independent public accountantsaccountant and will review such policy annually. See page 2133 for additional information on the Audit Committee's pre-approval policy.





•
The Board of Directors has determined that Mr. BrowningSaladrigas is an "audit committee financial expert" as such term is defined in Item 401(h)407(d)(5)(ii) of Regulation S-K. See page 620 for a description of his business experience.

This committee met 9 times in 2010 and has met 2 times so far in 2011. During 2010 and currently, the Audit Committee was comprised of Mr. Browning (Chair), Mr. Bernhardt, Mr. Forsgren, Dr. Rhodes and Dr. Sharp.



•
Each of thesethe members has been determined to be "independent" within the meaning of the NYSE's listing standards, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company's categorical standardsStandards for independence.Assessing Director Independence. In addition, each of thesethe members meets the

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financial literacy requirements for audit committee membership under the NYSE's rules and the rules and regulations of the SEC.

Compensation Committee

9 meetings held in 2013

		Committee Members
		E. Marie McKee, Chairperson Ann M. Gray James H. Hance, Jr. Carlos A. Saladrigas

E. Marie McKee

•

TheCompensation Committee establishes and reviews the overall compensation philosophy of the Company, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of,

22    DUKE ENERGY – 2014 Proxy Statement

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INFORMATION ON THE BOARD OF DIRECTORS

and approves changes to, compensation programs. This committee also makes recommendations to the Board of Directors on compensation for independent directors.

•

Management's role in the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our named executive officers, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation Committee meetings.



•

This committee has engaged Frederic W. Cook & Company, Inc. as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the committee and is not permitted to provide any services to Duke Energy other than at the direction of the committee.



•

Each of the members of the Compensation Committee has been determined to be "independent" within the meaning of the NYSE's listing standards, Rule 10C-1(b) of the Exchange Act, and the Company's Standards for Assessing Director Independence; to be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"); and, to be "non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act.

Corporate Governance Committee Overview

5 meetings held in 2013

		Committee Members
		Ann M. Gray, Chairperson Michael G. Browning Harris E. DeLoach, Jr. Daniel R. DiMicco E. Marie McKee

Ann M. Gray

•

TheCorporate Governance Committee considers matters related to corporate governance and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the Chief Executive Officer. This committee also recommends to the Board of Directors the slate of nominees, including any nominees recommended by shareholders, for director for each year's annual meeting and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating a potential nominee. The committee also performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board of Directors.

This committee met 6 times in 2010 and has met 2 times so far in 2011. During 2010 and currently,



•

Each of the members of the Corporate Governance Committee members are Ms. Gray (Chair), Mr. Browning and Mr. DiMicco. Each of these members has been determined to be "independent" within the meaning of the NYSE's listing standards and the Company's categorical standardsStandards for independence.

•

Compensation Committee OverviewAssessing Director Independence.

TheDUKE ENERGYCompensation Committee – 2014 Proxy Statement    establishes and reviews the overall compensation philosophy, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of, and approves changes to, compensation programs. This committee also makes recommendations to the Board of Directors on compensation for outside directors.23

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This committee met 7 times in 2010 and has met 4 times so far in 2011. During 2010, the Compensation Committee was comprised of Mr. Hance (Chair), Mr. DiMicco, Mr. Forsgren, Ms. Gray and Mr. Taft, until his retirement on May 6, 2010. Currently, the members are Mr. Hance (Chair), Mr. DiMicco, Mr. Forsgren, and Ms. Gray. All current members of the Compensation Committee are considered to be "independent" within the meaning of the NYSE's listing standards and the Company's categorical standards for independence, to be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and, other than Mr. DiMicco, to be "non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act.

The Compensation Committee Charter authorizes the Compensation Committee to engage advisors and compensation consultants. The Compensation Committee has engaged Frederic W. Cook & Company, Inc. to report directly to the Compensation Committee as its independent compensation consultant. Frederic W. Cook & Company, Inc. performs such tasks as the Compensation Committee or its Chairman may request. Management's role in the compensation-setting process is to recommend compensation programs and assemble information as requested by the Compensation Committee, which then exercises discretion in its decisions. The compensation consultant has been instructed that it shall provide completely independent advice to the Compensation Committee and is not permitted to




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provide any services to Duke Energy other than consulting with the Compensation Committee and, with the consent of the Chairman of the Compensation Committee, the compensation consultant may meet with management to discuss strategic issues with respect to executive compensation. The roles of the compensation consultant and management are described in more detail in the Compensation Discussion and Analysis.INFORMATION ON THE BOARD OF DIRECTORS

•

Finance and Risk Management Committee Overview

5 meetings held in 2013

		Committee Members
		James H. Hance, Jr., Chairperson William Barnet, III Michael G. Browning John H. Forsgren Ann M. Gray James B. Hyler, Jr. William E. Kennard E. James Reinsch

James H. Hance, Jr.

•

TheFinance and Risk Management Committee is primarily responsible for the oversight of risk at the Company. This oversight function includes reviews of Duke Energy's financial and fiscal affairs and makes recommendations to the Board of Directors regarding dividends, financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, as well as mitigatingmitigation strategies, reviews Duke Energy's risk exposure as related to overall company portfolio and impact on earnings, and reviews the financial impacts of major projects as well as capital expenditures.

This committee met 7 times in 2010 and has met 1 time so far in 2011. During 2010, the Finance and Risk Management Committee was comprised of Mr. Barnet (Chair), Mr. Browning, Ms. Gray, Mr. Hance, Mr. Reinsch, and Mr. Taft, until his retirement on May 6, 2010. Currently the members are Mr. Barnet (Chair), Mr. Browning, Ms. Gray, Mr. Hance, and Mr. Reinsch.

•

Nuclear Oversight Committee Overview

7 meetings held in 2013

		Committee Members
		James T. Rhodes, Chairperson G. Alex Bernhardt, Sr. Harris E. DeLoach, Jr. Daniel R. DiMicco John H. Forsgren John T. Herron E. James Reinsch Philip R. Sharp

James T. Rhodes

•

TheNuclear Oversight Committee provides oversight of the nuclear safety, operational and financial performance and long-term plans and strategies of Duke Energy's nuclear power program. The oversight role is one of review, observation and comment and in no way alters management's authority, responsibility or accountability.

24    DUKE ENERGY – 2014 Proxy Statement

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This committee met 4 timesINFORMATION ON THE BOARD OF DIRECTORS

Regulatory Policy and Operations Committee

6 meetings held in 20102013

		Committee Members
		Philip R. Sharp, Chairperson William Barnet, III G. Alex Bernhardt, Sr. John T. Herron James B. Hyler, Jr. James T. Rhodes Carlos A. Saladrigas

Philip R. Sharp

•

TheRegulatory Policy and has met 1 time so far in 2011. During 2010Operations Committee provides oversight of Duke Energy's regulatory strategy, including non-nuclear regulated utilities' operations; environmental, heath and currently, the Nuclear Oversight Committee members are Dr. Rhodes (Chair), Mr. Barnet, Mr. Bernhardt, Mr. Reinschsafety issues; and, Dr. Sharp.

public policy positions.

Each committee operates under a written charter adopted by the Board of Directors. The charters are posted on our website athttp://www.duke-energy.com/corporate-governance/board-committee-charters.asp.




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Board of Directors Committee Membership Roster (as of March 17, 2011)BOARD OF DIRECTORS COMMITTEE MEMBERSHIP ROSTER (AS OF MARCH 20, 2014)

Name		Audit		Compensation		Corporate Governance		Finance and Risk Management		Nuclear Oversight		Regulatory Policy and Operations
William Barnet, III								X				X	*		X
G. Alex Bernhardt, Sr.			X												X		X
Michael G. Browning		X				X	*	X
Harris E. DeLoach, Jr.						X			X		X
Daniel R. DiMicco						X			X					X
John H. Forsgren			X					X		X
Lynn J. Good
Ann MaynardM. Gray						X			X	*X*		X
James H. Hance, Jr.		X		X				X*
John T. Herron										X	*	X
James B. Hyler, Jr.		X						X				X
William E. Kennard								X
E. Marie McKee		X		X*		X
E. James Reinsch										X		X			X
James T. Rhodes			X												X	*
James E. Rogers										X*		X
Carlos A. Saladrigas		X*		X								X
Philip R. Sharp			X												X		X*

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*

Committee Chair




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Director Compensation

 Annual Retainer and Fees.– 2014 Proxy Statement    During 2010, the retainer and meeting fees paid to our outside directors consisted of:25

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					Meeting Fees
Type of Fee		Fee (Other Than for Meetings)($)			In-Person Attendance at Meetings Held in Conjunction With a Regular Board of Directors Meeting($)			In-Person Meetings Not Held in Conjunction With a Regular Board of Directors Meeting($)			Telephonic Participation in Meetings($)
Annual Board of Directors Retainer (Cash)			50,000
Annual Board of Directors Retainer (Stock)			100,000
Board of Directors Meeting Fees						2,000			2,500			2,000
Annual Lead Director Retainer			35,000
Annual Audit Committee Chair Retainer			20,000
Annual Chair Retainer (Other Committees)			10,000
Audit Committee Meeting Fees						3,000			2,500			2,000
Nuclear Oversight Committee Meeting Fees						4,000			2,500			2,000
Other Committee Meeting Fees						2,000			2,500			2,000

            Annual Stock Retainer for 2010.    In 2010, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully-vested shares granted under the Duke Energy Corporation 2006 Long-Term Incentive Plan. Each director received 6,068 shares of stock.

            Deferral Plans and Stock Purchases.    Directors may elect to receive all or a portion of their annual compensation, consisting of retainers and attendance fees, on a current basis, or defer such compensation under the Duke Energy Corporation Directors' Savings Plan (the "Directors' Savings Plan"). Deferred amounts are credited to an unfunded account for the director's benefit, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director. Each outside director will receive deferred amounts credited to his or her account generally following termination of his or her service from the Board of Directors, in accordance with his or her distribution elections.

            Charitable Giving Program.    The Duke Energy Foundation, independent of Duke Energy, maintains The Duke Energy Foundation Matching Gifts Program under which directors (and current




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and retired employees) are eligible for matching contributions of up to $5,000 per director per calendar year to qualifying institutions. In addition, Duke Energy maintains a Directors' Charitable Giving Program. Eligibility for this program has been frozen and only Ms. Gray is eligible. Under this program, Duke Energy will make, upon the director's death, donations of up to $1,000,000 to charitable organizations selected by the director. Ms. Gray may request that donations be made under this program during her lifetime, in which case the maximum donation will be reduced on an actuarially-determined net present value basis. In 2010, no donations were made on behalf of Ms. Gray. Duke Energy maintains a life insurance policy on Ms. Gray to fund donations under this program.

            Expense Reimbursement and Insurance.    Duke Energy provides travel insurance to directors in the amount of $500,000, and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

            Gifts.    Duke Energy presented a 2010 holiday gift to each person who was an outside director as of December 31, 2010. Mr. Bernhardt returned his gift to the Company due to the fact that he already owned a similar item. The aggregate cost of the gifts to all directors was $6,712.

            Stock Ownership Guidelines.    Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common stock (or common stock equivalents). Currently each outside director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer (i.e., an ownership level of $250,000) or retain 50% of his or her vested annual equity retainer. All outside directors were in compliance with the guidelines as of December 31, 2010.

            The following table describes the compensation earned during 2010 by each individual who served as an outside director during 2010.




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DIRECTOR COMPENSATION


Name		Fees Earned or Paid in Cash ($)(2)			Stock Awards ($)(3)(4)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)			Total ($)
William Barnet, III			117,500			100,000			0			5,971			223,471
G. Alex Bernhardt, Sr.			114,000			100,000			11,012			5,225			230,237
Michael G. Browning			146,000			100,000			0			11,266			257,266
Daniel R. DiMicco			99,000			100,000			0			971			199,971
John H. Forsgren			122,500			100,000			0			5,971			228,471
Ann Maynard Gray			171,000			100,000			0			3,471			274,471
James H. Hance, Jr.			117,500			100,000			0			5,971			223,471
E. James Reinsch			105,000			100,000			0			5,971			210,971
James T. Rhodes			132,500			100,000			0			5,671			238,171
Philip R. Sharp			116,000			100,000			0			971			216,971
Dudley S. Taft(1)			37,945			0			0			77			38,022

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(1)

Effective May 6, 2010, Mr. Taft retired from the Board of Directors of Duke Energy per the terms of the retirement policy in our Principles for Corporate Governance.



(2)

Messrs. Bernhardt, Browning, DiMicco and Reinsch and Dr. Rhodes elected to defer $114,000; $146,000; $99,000; $54,600; and $66,250, respectively, of their 2010 cash compensation under the Directors' Savings Plan.



(3)

This column reflects the grant date fair value of the stock retainer granted to each eligible director during 2010. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 20 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2010 ("Annual Report") for an explanation of the assumptions made in valuing these awards. Messrs. Bernhardt, Browning, DiMicco, Forsgren and Reinsch and Dr. Rhodes elected to defer their 2010 stock retainer of 6,068 Duke Energy shares under the Directors' Savings Plan.




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(4)

As of December 31, 2010, the aggregate number of outstanding option awards, covering Duke Energy and Spectra Energy* shares, for each director was as follows:

	Name		Duke Energy Stock Options (#)			Spectra Energy Stock Options (#)
	William Barnet, III			0			0
	G. Alex Bernhardt, Sr.			8,000			4,000
	Michael G. Browning			0			0
	Daniel R. DiMicco			0			0
	John H. Forsgren			0			0
	Ann Maynard Gray			8,000			4,000
	James H. Hance, Jr.			0			0
	E. James Reinsch			0			0
	James T. Rhodes			8,000			4,000
	Philip R. Sharp			0			0
	Dudley S. Taft			0			0

*Duke Energy spun off its gas businesses effective January 2, 2007, to form Spectra Energy.

(5)

Reflects above-market interest earned on a grandfathered investment fund previously provided under a predecessor plan to the Directors' Savings Plan. Participants can no longer defer compensation into the grandfathered investment fund, but continue to be credited with interest at the fixed rate on amounts previously deferred to such fund.



(6)

As described in the following table, All Other Compensation for 2010 includes a business travel accident insurance premium that was prorated among the directors based on their service on the Duke Energy Board of Directors during 2010, matching gift contributions made by The Duke Energy Foundation in the director's name to charitable organizations, and a holiday gift.



In addition, with respect to Mr. Browning, the amount of All Other Compensation includes the personal use of the corporate aircraft. Regarding use of corporate aircraft, directors are required to reimburse Duke Energy the direct operating costs of any personal travel which has been approved by the CEO. With respect to flights on a leased or chartered airplane, direct operating costs equal the amount that the third party charges Duke Energy for such trip. With respect to flights on the Company-owned airplane, direct operating costs include the amounts permitted by the Federal Aviation Regulations for non-commercial carriers. With permission of the CEO, directors are permitted to invite their spouse to accompany them on




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business trips when space is available; however, in such events, the director is imputed income in accordance with IRS guidelines.

Name		Personal Use of Airplane ($)			Business Travel Accident Insurance ($)			Matching Charitable Contributions ($)			Holiday Gift ($)			Total ($)
William Barnet, III			0			225			5,000			746			5,971
G. Alex Bernhardt, Sr.			0			225			5,000			0			5,225
Michael G. Browning			5,295			225			5,000			746			11,266
Daniel R. DiMicco			0			225			0			746			971
John H. Forsgren			0			225			5,000			746			5,971
Ann Maynard Gray			0			225			2,500			746			3,471
James H. Hance, Jr.			0			225			5,000			746			5,971
E. James Reinsch			0			225			5,000			746			5,971
James T. Rhodes			0			225			4,700			746			5,671
Philip R. Sharp			0			225			0			746			971
Dudley S. Taft			0			77			0			0			77




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PROPOSAL 2: RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2011


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            Representatives of Deloitte are expected to be present at the annual meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions. Information on Deloitte's fees for services rendered in 2010 and 2009 follows:

Type of Fees		FY 2010			FY 2009
Audit Fees(a)		$	8,500,000		$	8,800,000
Audit-Related Fees(b)			2,100,000			1,750,000
Tax Fees(c)			775,000			400,000
All Other Fees(d)			25,000			100,000
Total Fees		$	11,400,000		$	11,050,000

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(a)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the audit of Duke Energy's consolidated financial statements included in Duke Energy's annual report on Form 10-K and review of financial statements included in Duke Energy's quarterly reports on Form 10-Q, services that are normally provided by Deloitte in connection with statutory, regulatory or other filings or engagements or any other service performed by Deloitte to comply with generally accepted auditing standards. Audit fees also include fees billed or expected to be billed by Deloitte for professional services related to internal controls work under the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations.



(b)

Audit-Related Fees are fees billed by Deloitte for assurance and related services that are reasonably related to the performance of an audit or review of Duke Energy's financial statements, including assistance with acquisitions and divestitures, internal control reviews and employee benefit plan audits.



(c)

Tax Fees are fees billed by Deloitte for tax return assistance and preparation, tax examination assistance and professional services related to tax planning and tax strategy.



(d)

All Other Fees are fees billed by Deloitte for any services not included in the first three categories, primarily translation of audited financials into foreign languages, accounting training and conferences.

            To safeguard the continued independence of the independent public accountants, the Audit Committee adopted a policy that provides that the independent public accountants are only permitted to provide services to Duke Energy and its subsidiaries that have been pre-approved by the Audit Committee. Pursuant to the policy, detailed audit services, audit-related services, tax services and certain other services have been specifically pre-approved up to certain categorical fee limits. In the event that the cost of any of these services may exceed the pre-approved limits, the Audit Committee must pre-approve the service. All other services that are not prohibited pursuant to the SEC's or other applicable regulatory bodies' rules or regulations must be specifically pre-approved by the Audit Committee. All services performed in 2010 and 2009 for Duke Energy by the independent public accountant were approved by the Audit Committee pursuant to its pre-approval policy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2011.




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PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION


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            The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly referred to as a "say-on-pay" proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

            In connection with this proposal, the Board of Directors encourages shareholders to review in detail the description of the compensation program for our named executive officers that is set forth in the Compensation Discussion and Analysis section of this proxy statement, as well as the information contained in the compensation tables and narrative discussion in this proxy statement.

            As described in more detail in the Compensation Discussion and Analysis section of this proxy statement, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined measures of success. A significant portion of our named executive officers' total direct compensation is directly contingent upon achieving specific results that are important to our long-term success and growth in shareholder value. We supplement our pay-for-performance program with a number of compensation policies that are aligned with the long-term interests of Duke Energy and its shareholders.

            We are asking our shareholders to indicate their support for the compensation of our named executive officers as disclosed in this proxy statement by voting "FOR" the following resolution:

"RESOLVED, that the shareholders of Duke Energy approve, on an advisory basis, the compensation paid to Duke Energy's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in Duke Energy's 2011 proxy statement."

            Because your vote is advisory, it will not be binding on the Board of Directors, the Compensation Committee or Duke Energy. The Compensation Committee, however, will review the voting results and will take them into consideration when making future decisions regarding the compensation of our named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.




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PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION


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            The Dodd-Frank Wall Street Reform and Consumer Protection Act also requires that we provide our shareholders with the opportunity to vote, on a nonbinding, advisory basis, for their preference as to how frequently we should seek future advisory say-on-pay votes on the compensation of our named executive officers. In particular, we are asking our shareholders to indicate, on a nonbinding, advisory basis, whether they would prefer an advisory say-on-pay vote on the compensation of our named executive officers to occur every one, two or three years. Shareholders also may, if they wish, abstain from casting a vote on this proposal.

            Our Board of Directors has determined that an advisory say-on-pay vote on the compensation of our named executive officers that occurs on anannual basis is the most appropriate alternative for Duke Energy. Accordingly, our Board of Directors recommends that the advisory vote on the compensation of our named executive officers occurevery year. Our Board of Directors believes that an annual advisory say-on-pay vote will allow our shareholders to provide timely, direct input on Duke Energy's executive compensation philosophy, policies and practices as disclosed in the proxy statement each year.

            You may cast your vote by choosing the option of one year, two years, three years or abstain from voting in response to the following resolution:

"RESOLVED, that the shareholders determine, on an advisory basis, whether the preferred frequency for holding an advisory vote on the compensation of Duke Energy's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in the proxy statement, should be every year, every two years or every three years."

            The option (i.e., one year, two years or three years) that receives the highest number of votes cast by shareholders will be considered to be the shareholders' preferred frequency for the advisory vote on the compensation of our named executive officers. Because the vote is advisory, however, it will not be binding on the Board of Directors, the Compensation Committee or Duke Energy. The Board of Directors may decide, in its sole discretion, that it is in the best interests of Duke Energy and its shareholders to hold an advisory say-on-pay vote on the compensation of our named executive officers more or less frequently than the option receiving the most votes cast by our shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE OPTION OF EVERY "1 YEAR" AS THE PREFERRED FREQUENCY FOR HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.




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SHAREHOLDER PROPOSALS


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            Proposal 5, Proposal 6 and Proposal 7 are proposals we received from our shareholders. If the proponents of these proposals, or representatives who are qualified under state law, are present at our Annual Meeting and submit the proposals for a vote, then the proposals will be voted upon. The shareholder proposals, including any supporting statements, are included exactly as submitted to us by the proponents of these proposals. The Board of Directors recommends voting "against" each proposal. We will promptly provide you with the name, address and, to our knowledge, the number of voting securities held by the proponents of the shareholder proposals, upon receiving a written or oral request.


PROPOSAL 5: SHAREHOLDER PROPOSAL RELATING
TO PREPARATION OF A REPORT ON DUKE ENERGY
CORPORATION'S GLOBAL WARMING-RELATED
LOBBYING ACTIVITIES


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            Resolved: The shareholder requests the Board of Directors prepare a report disclosing the Company's global warming-related lobbying activities. The report, prepared at a reasonable cost and omitting proprietary information, should be published by November 2011. The report should:

1.

Disclose the business associations, coalitions and non-profit organizations the company uses to advance its legislative goals relative to global warming.



2.

Disclose the policies and procedures that oversee the company's membership in business associations and coalitions and its interaction with non-profit organizations, including financial support, relative to global warming.



3.

Describe the benefit to shareholders from the Company's lobbying activities related to global warming.

Supporting Statement

            As long-term shareholders of Duke Energy, we support transparency and accountability regarding the Company's public policy activities.

            Disclosure surrounding the company's lobbying activities is in the best interest of the company and its shareholders. Absent a system of accountability, company assets could be used in support of public policy objectives that are not in the Company's long-term interest.




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            According to the Charlotte Observer (10/9/09), "Duke Energy has spent more than $10 million to lobby Congress since 2008 as electric utilities ratchet up spending to help shape new laws on climate change and other issues."

            CEO Jim Rogers has engaged in a high-profile lobbying effort to promote global warming-related cap-and-trade legislation by testifying in Congress, conducting media interviews, speaking at policy forums and appearing in a TV advertising campaign.

            Duke Energy's support for cap-and-trade has been controversial, in part because economic studies report cap-and-trade would lead to an increase in energy prices, a decrease in economic growth and an increase in unemployment. These could be detrimental to shareholder interests.

            Cap-and-trade could add significant costs to the Company's use of coal.

            The Company has worked with non-profit organizations such as the National Resources Defense Council (NRDC) and Environmental Defense (ED) through its membership in the United States Climate Action Partnership—a lobbying coalition seeking cap-and-trade legislation.

            NRDC and ED oppose coal use. The organizations have challenged Duke Energy's Cliffside coal-fired power plant in court. In response to the Company seeking air pollution permits, a NRDC attorney said in 2008, "Having already violated the law, Duke is now trying to issue itself a get out of jail free card." An official with ED opposed Duke Energy's Cliffside facility, saying in 2008, "It's hard to understand why Duke Energy believes clean air laws don't apply to them."

            Duke Energy's global warming policy has interfered with the Company's relationship with trade associations. The Company ended its membership in the National Association of Manufacturers and the American Coalition for Clean Coal Electricity in part over policy differences on global warming.

            The pending transfer of the U.S. House of Representatives from Democrat to Republican control in January 2011 reduces the likelihood that any cap-and-trade legislation will be adopted by Congress.

            Disclosure of the Company's global warming-related activities will provide the transparency shareholders need to evaluate these public policy activities.

Opposing Statement of the Board of Directors:

Your Board recommends a vote "AGAINST" this proposal for the following reasons:

            The Board of Directors believes this report is unnecessary as it is duplicative of information that Duke Energy already provides on its website.

            There is a growing national consensus that steps should be taken to reduce greenhouse gas emissions. As an energy company, we will be greatly affected by any laws or regulations imposed by state and federal lawmakers, or regulatory bodies, on this issue. We believe it is in the best interest of our shareholders and customers that we participate in these discussions in order to




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present our views on this important public policy issue. We participate in these discussions through a number of different means, including memberships in trade organizations, organizations focused on the science and research surrounding climate change, organizations whose focus is on the development of alternative energy sources and processes, and organizations whose focus is on addressing the issue of climate change as a whole. Our employees also participate through our voluntary, nonpartisan political action committee, DUKEPAC, which makes contributions to qualified candidates running for office based on, among other things, their positions on public policy issues, such as climate change. The procedure by which contributions are made by Duke Energy and DUKEPAC are disclosed on the Political Participation page of our website athttp://www.duke-energy.com/corporate-governance/politicalactivity.asp.

            Accordingly, proponent's request that we disclose our policies and procedures regarding our lobbying activities and business associations and the benefits to our shareholders surrounding such activities are already readily available to the public and our shareholders on our website. Similarly, our business associations and coalitions are provided on our website athttp://www.duke-energy.com/environment/affiliations-partnerships.asp. Not only do we disclose our business associations, but we disclose more information than the proponent has requested by listing all DUKEPAC contributions through a link on the Political Participation page of our website.

            Consequently, we believe that preparation of proponent's requested report would be duplicative and an unnecessary waste of Company resources. Indeed, as we review the proponent's supporting statement and based on previous discussions with the proponents, we believe the underlying issue is their disagreement with our public policy position in support of responsible legislation that would provide needed clarity on the country's policies involving greenhouse gas emissions. Although many individuals and organizations may disagree, we believe—and engage in lobbying activities accordingly—that responsible legislation will eliminate uncertainty, is preferable to other solutions under consideration, and is therefore in our shareholders' best interest.

            The proponents submitted an identical proposal for vote at last year's annual meeting and our shareholders rejected the request with approximately 92% of the vote against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHAREHOLDER PROPOSAL RELATING TO PREPARATION OF A REPORT ON DUKE ENERGY CORPORATION'S GLOBAL WARMING-RELATED LOBBYING ACTIVITIES.




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PROPOSAL 6: SHAREHOLDER PROPOSAL REGARDING
THE ISSUANCE OF A REPORT ON CONTINUED RELIANCE
ON COAL

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            Whereas:

            Electric utility companies that rely on coal face numerous challenges and uncertainty regarding environmental compliance costs, and the cost of carbon capture and storage for coal plants. Declining reserves of high quality central Appalachian coal, unprecedented price increases and coal price-volatility, versus abundant supplies and record low-prices for cleaner burning natural gas, and declining costs for wind and solar energy, make continued reliance on coal increasingly problematic.

            Coal combustion for electricity is a major contributor to air pollution, accounting for one third of the nitrous oxides (NOx), 50% of the mercury, a hazardous air pollutant, and over 36% of the carbon dioxide (CO2) emitted in the U.S. The U.S. Environmental Protection Agency (EPA) is moving, in some cases pursuant to court order, to tighten regulation of the air, water and waste impacts of coal plants. Pending EPA regulations governing storage and disposal of coal combustion wastes will likely increase operating costs for coal plants. Industry analysts (Bernstein Research, Jeffries & Company, Standard & Poor's, Wood Mackenzie) have concluded that the cost of environmental control equipment may make it uneconomic to retrofit some coal plants.

            This unprecedented combination of forces has led Duke Energy, which relies on coal for 62% of its electricity production, to replace some of its older coal plants. The $1.8 billion, 825-megawatt (MW) unit Duke is building in Cliffside, NC, will help replace about 1,000 MW of older, higher-emitting coal units. Nevertheless, even with these and other coal plant closures, by 2030 Duke will still depend on coal for 28% of its energy.

            Although Duke has called for mandatory legislation to cap CO2 emissions, the lack of national climate policy setting limits on these emissions further adds to the economic uncertainty for coal plants.

            Duke's 630-MW coal gasification plant under construction in Edwardsport, IN, could capture 18 percent of its CO2 within four or five years. Capturing the CO2 created when coal is turned into a fuel gas, could add 5 percent to 15 percent of the plant's initial $2.35 billion cost and Duke has sought regulatory approval to study a second step that could capture an additional 40% of the CO2 at a later stage.

            According to some experts, however, "before new methods can be commercialized, projects need three to five years of planning and construction, followed by eight to 10 years of actual pumping from the U.S. Government Accountability Office, states that commercial deployment of carbon capture and storage technology for coal plants, is 10 to 15 years away and "would increase electricity costs by about 30 to 80 percent."




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            Resolved:

            Shareowners request that Duke Energy's Board of Directors, at reasonable cost and omitting proprietary information, issue a report by November 2011 on the financial risks of continued reliance on coal contrasted with increased investments in efficiency and cleaner energy, including an assessment of the cumulative costs of environmental compliance for coal plants compared to alternative generating sources.

Opposing Statement of the Board of Directors:

Your Board recommends a vote "AGAINST" this proposal for the following reasons:

            Duke Energy is committed to finding new ways to confront our industry's biggest challenges, including CO2 emissions and other issues associated with coal plants. The risks associated with these issues, financial and otherwise, are examined by our Board and management on a regular basis. As a result, Duke Energy has been very active in investing in new technologies, expanding our use of energy efficiency and providing our customers with low carbon options, such as renewable energy, in order to meet the future energy demands of our customers. We have also been forthcoming on our website and in our public filings about all of the risks associated with the business. Accordingly, the Board of Directors believes this report is unnecessary as it is duplicative of information that Duke Energy already provides.

            Duke Energy has a history of reporting metrics associated with our coal plants and carbon emissions and the associated risks in our annual Sustainability Report. Duke Energy also discloses the material risks related to climate change and carbon change in its Annual Report on Form 10-K filed with the SEC and provided to our shareholders every year. Furthermore, we respond annually to the Carbon Disclosure Project questionnaire which is sent out to thousands of the world's largest organizations.

            A link to both the Sustainability Report and the Carbon Disclosure Project website is provided athttp://www.duke-energy.com/environment/reports.asp. Our Investor Response to the Carbon Disclosure Project discloses in detail how the board and our management reviews the risks related to climate change and carbon emissions. It also discusses the financial implications of those risks and the actions the company has taken to manage the associated risks, such as adding to our nuclear capacity, constructing the IGCC unit at Edwardsport, increasing our wind and solar power and instituting various energy efficiency programs.

            Because of the Company's extensive disclosure on the risks associated with our business, including the costs and benefits associated with the alternative fuel sources we have to choose from, we believe that preparation of the proponent's requested report would be duplicative and an unnecessary waste of Company resources.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHAREHOLDER PROPOSAL REGARDING THE ISSUANCE OF A REPORT ON THE FINANCIAL RISKS OF CONTINUED RELIANCE ON COAL.




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PROPOSAL 7: SHAREHOLDER PROPOSAL REGARDING
AN AMENDMENT TO OUR ORGANIZATIONAL DOCUMENTS
TO REQUIRE MAJORITY VOTING FOR THE ELECTION
OF DIRECTORS

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            Resolved: That the shareholders of Duke Energy Corporation ("Company") hereby request that the Board of Directors initiate the appropriate process to amend the Company's governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.

Supporting Statement

            Duke Energy's Board of Directors should establish a majority vote standard in director elections to provide shareholders a meaningful role in these important elections. The proposed majority vote standard requires that a director nominee receive a majority of the votes cast in an election in order to be formally elected. Under the company's current plurality vote standard, a board nominee can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are "withheld" from the nominee. We believe that a majority vote standard in board elections establishes a challenging vote standard for board nominees, enhances board accountability, and improves the performance of boards and individual directors.

            Over the past five years, a significant majority of companies in the S&P 500 Index has adopted a majority vote standard in company bylaws, articles of incorporation or charter. These companies have also adopted a director resignation policy that establishes a board-centered post-election process to determine the status of any director nominee that is not elected. This dramatic move to a majority vote standard is in direct response to strong shareholder demand for a meaningful role in director elections. However, Duke Energy has responded only partially to the call for change, simply adopting a post-election director resignation policy that sets procedures for addressing the status of director nominees that receive more "withhold" votes than "for" votes. The plurality vote standard remains in place.

            Duke Energy's Board of Directors has not acted to establish a majority vote standard, retaining its plurality vote standard, despite the fact that many of its self-identified peer companies including American Electric Power, Ameren, Dominion Resources, CenterPoint Energy, Consolidated Edison, Constellation Energy, FPL Group and Exelon have adopted majority voting. The Board should take this critical first step in establishing a meaningful majority vote standard. With a majority vote standard in place, the Board can then act to fashion its director resignation policy to address the status of unelected directors. A majority vote standard combined with a post-election director resignation policy would establish a meaningful right for shareholders to elect directors at Duke Energy, while reserving for the Board an important post-election role in determining the continued status of an unelected director. We urge the Board to join the mainstream of major U.S. companies and establish a majority vote standard.




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Opposing Statement of the Board of Directors:

Your Board recommends a vote "AGAINST" this proposal for the following reasons:

            The Board of Directors agrees that sound corporate governance policies and practices are important to the success of the Company. However, after careful review of the proposal in comparison to our current director election policies, the Board recommends a vote against this proposal at this time for a number of reasons.

            First, the shareholder proposal's characterization of the plurality voting standard, particularly the statement that a director could be elected with a single vote, is simply an unrealistic hypothetical. In the last 4 years since the merger of Duke Energy and Cinergy, no director nominee has received less than approximately 92 percent of the shares voted. As a result, the outcome of director elections in these years would not have been any different under a majority voting standard.

            Not only have our Directors historically received very high levels of support, but we maintain a strong director nomination and election process which identifies and proposes qualified independent director nominees to serve the best interests of the Company and our shareholders. This nomination and election process has resulted in a Board that consists of highly-qualified Directors from diverse backgrounds who, except for our Chairman and CEO, all meet the definition of independence under the NYSE listing standards. Because our shareholders have a history of electing highly-qualified and independent directors using a plurality voting system, a change in the director election process is not necessary to improve our corporate governance. In fact, independent corporate governance agencies have recognized our strong corporate governance structure and initiatives. In 2010, RiskMetrics Group rated our Board Structure as being of Low Concern, their highest rating.

            Second, in 2006, the Board amended our Principles for Corporate Governance to include a director resignation policy in order to address the type of concerns expressed in the proposal. The director resignation policy provides that a nominee for director who fails to receive a greater number of votes "for" his or her election than votes "withheld" from his or her election must tender his or her resignation. The Corporate Governance Committee must then recommend to the Board whether or not to accept such resignation. For further information on this policy, see the Report of the Corporate Governance Committee on page 35. We anticipate that any such resignation would be accepted absent unusual circumstances. Therefore, as a practical matter, the majority voting standard under this proposal and our existing director resignation policy would produce the exact same result—any director nominee who fails to obtain a majority of votes would not serve. Because our current director resignation policy already accomplishes the objective of the shareholder proposal, the adoption of a majority vote standard is unnecessary.

            Finally, the majority vote standard advocated by the proponent is a relatively new practice which could lead to unintended or adverse consequences. For example, this standard could result in an entire slate of nominees being rejected, or an insufficient number of independent directors being elected to satisfy the NYSE listing standards or securities laws' requirements. In such events, we could be incapable of taking important corporate action until the situation was resolved. Given these issues and our history of having a Board that is highly qualified and consistently elected by an overwhelming majority of our shareholders, we do not believe it is in our shareholders' best interest to implement the proponent's voting standard at this time.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHAREHOLDER PROPOSAL RELATING TO MAJORITY VOTING FOR THE ELECTION OF DIRECTORS.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


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            The following table indicates the amount of Duke Energy common stock beneficially owned by the current directors, the executive officers listed in the Summary Compensation Table under Executive Compensation (referred to as the named executive officers), and all directors and executive officers as a group as of March 10, 2011.

Name or Identity of Group		Total Shares Beneficially Owned(1)			Percent of Class
William Barnet, III			37,838		*
G. Alex Bernhardt, Sr.			134,457		*
Michael G. Browning			268,756		*
Daniel R. DiMicco			43,724		*
John H. Forsgren			10,795		*
Lynn J. Good			168,265		*
Ann Maynard Gray			95,058		*
James H. Hance, Jr.			82,841		*
Marc E. Manly			124,071		*
E. James Reinsch			25,880		*
James T. Rhodes			72,912		*
James E. Rogers			5,554,726		*
Philip R. Sharp			26,163		*
B. Keith Trent			204,497		*
James L. Turner			385,732		*
Directors and executive officers as a group (19)			7,497,172		*

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*

Represents less than 1%.



(1)

Includes the following number of shares with respect to which directors and executive officers have the right to acquire beneficial ownership within sixty days of March 10, 2011: Mr. Barnet — 3,639; Mr. Bernhardt — 122,147; Mr. Browning — 0; Mr. DiMicco — 0; Mr. Forsgren — 0; Ms. Good — 63,667; Ms. Gray — 43,835; Mr. Hance — 0; Mr. Manly — 41,718; Mr. Reinsch — 0; Dr. Rhodes — 42,773; Mr. Rogers — 3,313,761; Dr. Sharp — 0; Mr. Trent — 199,839; Mr. Turner — 161,427; and all directors and executive officers as a group — 4,055,756.




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            The following table lists the beneficial owners of 5% or more of Duke Energy's outstanding shares of common stock as of December 31, 2010. This information is based on the most recently available reports filed with the SEC and provided to us by the companies listed.

Name or Identity of Beneficial Owner		Shares of common stock Beneficially Owned(1)			Percentage
Capital World Investors 333 South Hope Street Los Angeles, CA 90071			76,604,172			5.8	%

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(1)

According to the Schedule 13G filed by Capital World Investors, these shares are beneficially owned as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940, and Capital World Investors has sole voting power with respect to 42,804,172 shares, zero shares with shared voting power, sole dispositive power with regard to 76,604,172 shares and zero shares with shared dispositive power.




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REPORT OF THE AUDIT COMMITTEE


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The following is the report of the Audit Committee with respect to Duke Energy's audited financial statements for the fiscal year ended December 31, 2010.

            The information contained in this Audit Committee Report shall not be deemed to be "soliciting material" or "filed" or "incorporated by reference" in future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), except to the extent that Duke Energy specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

            The purpose of the Audit Committee is to assist the Board in its general oversight of Duke Energy's financial reporting, internal controls and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the committee and is available on our website athttp://www.duke-energy.com/corporate-governance/board-committee-charters/audit.asp.

            The Audit Committee has reviewed and discussed the consolidated financial statements with management and Deloitte, the Company's independent public accountants. Management is responsible for the preparation, presentation and integrity of Duke Energy's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and, evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Deloitte is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States ("GAAP"), as well as expressing an opinion on the effectiveness of internal control over financial reporting.

            The Audit Committee reviewed the Company's audited financial statements with management and Deloitte, and met separately with both management and Deloitte to discuss and review those financial statements and reports prior to issuance. These discussions also addressed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. Management has represented, and Deloitte has confirmed, that the financial statements were prepared in accordance with GAAP.

            In addition, management completed the documentation, testing and evaluation of Duke Energy's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002, and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Deloitte at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed, a report on the effectiveness of the Company's internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31,




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2010 ("Form 10-K") filed with the SEC, as well as Deloitte's Report of Independent Registered Public Accounting Firm included in the Company's Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedules and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company's efforts related to its internal control over financial reporting and management's preparations for the evaluation in fiscal 2010.

            The Audit Committee has discussed with Deloitte the matters required to be discussed by professional and regulatory requirements, including, but not limited to, the standards of the Public Company Accounting Oversight Board regarding The Auditors' Communications with Those Charged with Governance. In addition, Deloitte has provided the Audit Committee with the written disclosures and the letter required by "Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence" that relates to Deloitte's independence from Duke Energy and its subsidiaries and the Audit Committee has discussed with Deloitte the firm's independence.

            Based on its review of the consolidated financial statements and discussions with and representations from management and Deloitte referred to above, the Audit Committee recommended that the audited financial statements be included in Duke Energy's Form 10-K, for filing with the SEC.

		Audit Committee
		Michael G. Browning (Chair) G. Alex Bernhardt, Sr. John H. Forsgren James T. Rhodes Philip R. Sharp




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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE


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The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three components: (i) Board of Directors' independence, (ii) processes and practices that foster solid decision-making by both management and the Board of Directors, and (iii) balancing the interests of all of our stakeholders—stakeholders – our investors, customers, employees, the communities we serve and the environment. The Corporate Governance Committee's charter is available on our website athttp://www.duke-energy.com/corporate-governance/board-committee-charters/corporate-governance.asp and is summarized below.

Membership. The Committee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and other applicable rules and regulations.

Responsibilities. The Committee's responsibilities include, among other things: (i) implementing policies regarding corporate governance matters; (ii) assessing the Board of DirectorsDirectors' membership needs and recommending nominees; (iii) recommending to the Board of Directors those directors to be selected for membership on, or removal from, the various Board of Directors' committees and those directors to be designated as chairs of Board of Directors' committees; and (iv) sponsoring and overseeing performance evaluations for the various Board of Directors' committees, the Board of Directors as a whole, and the directors and management, including the Chief Executive Officer.

Investigations and Evaluations. The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee's duties and responsibilities, and may retain, at the Company's expense, and in the Committee's sole discretion, consultants to assist in such work as the Committee deems necessary. In addition, the Committee has the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms, such fees to be borne by the Company. Finally, the Committee conducts an annual self-evaluation of its performance.

In connection with the settlement by the Company with the North Carolina Utilities Commission following the Company's merger with Progress Energy, Inc., the Committee assigned the responsibility to search for a successor to our former CEO, Mr. Rogers, as well as for two additional directors to join the Board, to the Leadership Development Committee of the Board of Directors. The Leadership Development Committee was a temporary committee formed solely for this purpose, however, so the Corporate Governance Committee has retained its responsibility to identify director candidates and for succession planning. The Leadership Development Committee was disbanded in December 2013 following the appointments of Ms. Good as CEO and Messrs. Herron and Kennard to the Board of Directors.

Governance Initiatives

All of our Board of Directors committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors are available on our website athttp://www.duke-energy.com/investors/corporate-governance.asp. Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for directorsDirectors must be approved by the Board and will be posted on our website. During 20102013 our Board of Directors held 45 executive sessions with independent directors only.




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Director Candidates

Profile. We look for the following characteristics in any candidate for nomineenomination to serve on our Board of Directors:

•

fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness;



•

a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable to the shareholders of Duke Energy, not to any particular interest group;



•

a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business organization;

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

•

diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and qualifications;



•

present or former chief executive officer, chief operating officer, or substantially equivalent level executive officer of a highly complex organization such as a corporation, university or major unit of government, or a professional who regularly advises such organizations;



•

no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and its shareholders;



•

the ability and willingness to spend the time required to function effectively as a director;



•

compatibility and ability to work well with other directors and executives in a team effort with a view to a long-term relationship with Duke Energy as a director;



•

independent opinions and willingness to state them in a constructive manner; and,



•

willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Nominees. The Committee may engage a third party from time to time to assist it in identifying and evaluating director-nominee candidates, in addition to current members of the Board of Directors standing for re-election. The Committee will provide the third party, based on surveys of the then-current Board of Directors members and the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The Committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee's experiences and skills. In addition, the Committee considers the shareholder-nominee's independence with respect to both the Company and the nominatingrecommending shareholder. All of the nominees on the proxy card are current members of our Board of Directors and were recommended by the Committee.




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Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Corporate Secretary, Duke Energy Corporation, P.O. Box 1006,1321, Charlotte, NC 28201-1006.28201-1321. The notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

•

the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of Duke Energy that are beneficially owned by the recommending shareholder(s);



•

a representation that the recommending shareholder(s) is a holder of record of stock of Duke Energy entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person(s) specified in the notice;



•

the name, age, business address and principal occupation and employment of the recommended nominee;



•

any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors membership established by the Board of Directors and/or the Corporate Governance Committee;



•

any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be considered independent under the applicable NYSE rules and Securities and Exchange CommissionSEC rules and regulations;



•

a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);



•

a statement, signed by the recommended nominee, (1) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation, (2) affirming the recommended nominee's willingness to be a director, and (3) consenting to serve as a director if so elected;



•

if the recommending shareholder(s) has beneficially owned more than 5% of Duke Energy's voting stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;



•

if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and



•

all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Securities Exchange Act, of 1934, as amended, including, without limitation, information regarding (1) the recommended nominee's business experience; (2) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee; and (3) material relationships or transactions, if any, between the recommended nominee and Duke Energy's management.




DUKE ENERGY – 2014 Proxy Statement    27

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Resignation PolicyREPORT OF THE CORPORATE GOVERNANCE COMMITTEE

            Our PrinciplesMajority Voting for Corporate Governance set forth our proceduresthe Election of Directors

In response to be followed ifsubstantial shareholder support for a director-nominee is elected, but receives ashareholder proposal at the 2013 Annual Shareholder Meeting regarding majority voting for the election of "withheld" votes. Indirectors, the Board of Directors adopted Amended and Restated By-Laws in October 2013 to provide for majority voting in uncontested director elections.

Under the Amended and Restated By-Laws, in an uncontested election any nominee for director who receivesat which a greaterquorum is present, a Director will be elected if the number of shares voted "for" the Director's election exceeds the number of votes "withheld" from that Director's election. In addition, the Company continues to maintain a resignation policy, which requires an incumbent Director who receives more "withhold" votes than votes "for" his or her election than votes "for" such election is required to tender his or her letter of resignation following certification offor consideration by the shareholder vote. The Corporate Governance Committee is then required to make a recommendation toof the Company's Board of Directors.

In contested elections, Directors with respectwill continue to any such letterbe elected by plurality vote. For purposes of resignation. The Boardthe Amended and Restated By-laws, a "contested election" is an election in which the number of Directorsnominees for director is requiredgreater than the number of directors to take action with respect to this recommendation and to disclose its decision-making process. Full details of this policy are set out in our Principles for Corporate Governance, which is posted on our website athttp://www.duke-energy.com/corporate-governance/principles.asp.be elected.

Communications with Directors

Interested parties can communicate with any of our directors by writing to our Corporate Secretary at the following address:

Corporate Secretary


Duke Energy Corporation
P.O. Box 10061321
Charlotte, NC 28201-100628201-1321

Interested parties can communicate with our lead directorindependent Chairman of the Board by writing to the following address:

Lead Director
Chairman of The Board

c/o Corporate Secretary
Duke Energy Corporation
P.O. Box 10061321
Charlotte, NC 28201-100628201-1321

Our Corporate Secretary will distribute communications to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Duke Energy Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors be excluded, such as: spam; junk mail and mass mailings; service complaints; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, obscene or similarly unsuitable will be excluded. However, any communication that is so excluded remains available to any director upon request.

Corporate Governance Committee

Ann M. Gray(Chair)
Michael G. Browning
Harris E. DeLoach, Jr.
Daniel R. DiMicco
E. Marie McKee

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DIRECTOR COMPENSATION

Annual Retainer and Fees. During 2013, the retainer and meeting fees paid to our independent directors consisted of:

		Corporate Governance Committee
		Ann Maynard Gray (Chair) Michael G. Browning Daniel R. DiMicco

					Meeting Fees
Type of Fee		Fee (Other Than for Meetings) ($)			In-Person Attendance at Meetings Held in Conjunction With a Regular Board of Directors Meeting ($)			In-Person Meetings Not Held in Conjunction With a Regular Board of Directors Meeting ($)			Telephonic Participation in Meetings ($)
Annual Board of Directors Retainer (Cash)			75,000
Annual Board of Directors Retainer (Stock)			125,000
Board of Directors Meeting Fees						2,000			2,500			2,000
Annual Board Chair Retainer			100,000
Annual Lead Director Retainer (if applicable)			75,000
Annual Audit Committee Chair Retainer			25,000
Annual Chair Retainer (Other Committees)			15,000
Audit Committee Meeting Fees						3,000			2,500			2,000
Nuclear Oversight Committee Meeting Fees						4,000			2,500			2,000
Other Committee Meeting Fees						2,000			2,500			2,000

The compensation program is the same as in effect at the end of 2012, except for the addition of the annual Board Chair retainer of $100,000, which became effective on December 10, 2013.

Annual Stock Retainer for 2013. In 2013, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully-vested shares granted under the Duke Energy Corporation 2010 Long-Term Incentive Plan.

Deferral Plans and Stock Purchases. Directors may elect to receive all or a portion of their annual compensation, consisting of retainers and attendance fees, on a current basis, or defer such compensation under the Duke Energy Corporation Directors' Savings Plan (the "Directors' Savings Plan"). Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board of Directors. In connection with the merger with Progress Energy, Duke Energy assumed the Progress Energy, Inc. Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan") and the Progress Energy, Inc. Non-Employee Director Stock Unit Plan (the "Stock Unit Plan"), each of which was merged into the Directors' Savings Plan effective at the end of 2013. Under the Deferred Compensation Plan, the former Progress Energy directors were provided the opportunity to elect to defer their annual retainer and board attendance fees. Any deferred fees are deemed to be invested in stock units. The number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service. Under the Stock Unit Plan, the number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash upon termination of service.

Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains The Duke Energy Foundation Matching Gifts Program under which directors are eligible to request matching contributions of up to $5,000 per director per calendar year to qualifying institutions. In addition, Duke Energy maintains a Directors' Charitable Giving Program. Eligibility for this program has been frozen and Ms. Gray is the only current director who is eligible. Under this program, Duke Energy will make, upon the director's death, donations of up to $1,000,000 to charitable organizations selected by the director. Ms. Gray may request that donations be made under this program during her lifetime, in which case the maximum donation will be reduced on an actuarially-determined net present value basis. In 2013, no donations were made on behalf of Ms. Gray. In addition, Duke Energy made a $1,000 donation to the Red Cross in December 2013 on behalf of each of the independent directors.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors in the amount of $500,000, and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

Stock Ownership Guidelines. Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common stock (or common stock equivalents). Currently each independent director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer (i.e., an ownership level of $375,000) or retain 50% of his or her vested annual equity retainer. All independent directors were in compliance with the guidelines as of December 31, 2013.

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DIRECTOR COMPENSATION

The following table describes the compensation earned during 2013 by each individual who served as an independent director during 2013. Because Mr. Kennard joined the Board of Directors on January 1, 2014, he did not receive any compensation in 2013 and is not listed below.




Name		Fees Earned or Paid in Cash ($)(2)			Stock Awards ($)(3)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)			All Other Compensation ($)(5)			Total ($)
William Barnet, III			128,000			125,000			0			6,412			259,412
G. Alex Bernhardt, Sr.			136,500			125,000			14,843			6,412			282,755
Michael G. Browning			159,500			125,000			0			6,412			290,912
Harris E. DeLoach, Jr.			151,500			125,000			0			5,412			281,912
Daniel R. DiMicco			141,000			125,000			0			1,412			267,412
John H. Forsgren			128,000			125,000			0			4,412			257,412
Ann M. Gray			254,500			125,000			0			6,412			385,912
James H. Hance, Jr.			160,000			125,000			0			6,412			291,412
John T. Herron(1)			141,000			146,291			0			1,385			288,676
James B. Hyler, Jr.			160,000			125,000			0			1,412			286,412
E. Marie McKee			164,000			125,000			0			6,412			295,412
E. James Reinsch			134,000			125,000			0			6,412			265,412
James T. Rhodes			160,500			125,000			0			6,412			291,912
Carlos A. Saladrigas			177,500			125,000			0			6,412			308,912
Philip R. Sharp			151,500			125,000			0			3,912			280,412

(1)

Effective March 1, 2013, Mr. Herron was appointed to the Board of Directors of Duke Energy.

(2)

Messrs. Bernhardt, DeLoach, DiMicco, Hyler and Reinsch and Ms. Gray and Dr. Rhodes elected to defer $136,500; $151,500; $141,000; $80,000; $67,000; $254,500; and $80,250, respectively, of their 2013 cash compensation under the Directors' Savings Plan.

(3)

This column reflects the grant date fair value of the stock awards granted to each eligible director during 2013. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 20 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2013 ("Annual Report") for an explanation of the assumptions made in valuing these awards. In May 2013, each sitting director on the Duke Energy Board received 1,672 shares of stock. In addition, Mr. Herron received a prorated portion of the 2012-13 annual stock retainer, amounting to 307 shares, upon joining the Board of Directors on March 1, 2013. Messrs. Bernhardt, DeLoach, DiMicco, Forsgren, Hyler, Reinsch and Saladrigas and Ms. Gray and Dr. Rhodes elected to defer their 2013-14 stock retainer of Duke Energy shares under the Directors' Savings Plan.

(4)

Reflects above-market interest earned on a grandfathered investment fund previously provided under a predecessor plan to the Directors' Savings Plan. Participants can no longer defer compensation into the grandfathered investment fund but continue to be credited with interest at the fixed rate on amounts previously deferred into such fund.

(5)

As described in the following table, All Other Compensation for 2013 includes a business travel accident insurance premium that was prorated among the directors based on their service on the Board of Directors during 2013, contributions made in the director's name to charitable organizations, and a residential thermostat device.

Name		Business Travel Accident Insurance ($)			Charitable Contributions ($)			Residential Thermostat Device ($)			Total ($)
William Barnet, III			162			6,000			250			6,412
G. Alex Bernhardt, Sr.			162			6,000			250			6,412
Michael G. Browning			162			6,000			250			6,412
Harris E. DeLoach, Jr.			162			5,000			250			5,412
Daniel R. DiMicco			162			1,000			250			1,412
John H. Forsgren			162			4,000			250			4,412
Ann M. Gray			162			6,000			250			6,412
James H. Hance, Jr.			162			6,000			250			6,412
John T. Herron			135			1,000			250			1,385
James B. Hyler, Jr.			162			1,000			250			1,412
E. Marie McKee			162			6,000			250			6,412
E. James Reinsch			162			6,000			250			6,412
James T. Rhodes			162			6,000			250			6,412
Carlos A. Saladrigas			162			6,000			250			6,412
Philip R. Sharp			162			3,500			250			3,912

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the amount of Duke Energy common stock beneficially owned by the current directors, the executive officers listed in the Summary Compensation Table under Executive Compensation (referred to as the named executive officers), and all directors and executive officers as a group as of March 3, 2014.

Name or Identity of Group		Total Shares Beneficially Owned(1)			Percent of Class
William Barnet, III			16,906			*
G. Alex Bernhardt, Sr.			43,013			*
Michael G. Browning			69,119			*
Harris E. DeLoach, Jr.			17,820			*
Daniel R. DiMicco			27,163			*
John H. Forsgren			10,235			*
Lynn J. Good			65,425			*
Ann M. Gray			37,641			*
James H. Hance, Jr.			34,671			*
John T. Herron			7,879			*
James B. Hyler, Jr.			5,912			*
Dhiaa M. Jamil			35,933			*
William E. Kennard			597			*
Marc E. Manly			16,560			*
E. Marie McKee			991			*
E. James Reinsch			17,011			*
James T. Rhodes			21,991			*
James E. Rogers(2)			1,087,080			*
Carlos A. Saladrigas			1,284			*
Philip R. Sharp			12,716			*
Lloyd M. Yates			47,237			*
Steven K. Young			37,595			*
Directors and executive officers as a group (26)			1,657,913			*

*

Represents less than 1%.

(1)

Includes the following number of shares with respect to which directors and executive officers have the right to acquire beneficial ownership within sixty days of March 3, 2014: Mr. Barnet—123; Mr. Bernhardt—1,558; Mr. Browning—14,272; Mr. DeLoach—2,934; Mr. DiMicco—10,459; Mr. Forsgren—8,213; Ms. Good—0; Ms. Gray—432; Mr. Hance—0; Mr. Herron—0; Mr. Hyler—2,934; Mr. Jamil—0; Mr. Kennard—597; Mr. Manly—0; Ms. McKee—120; Mr. Reinsch—8,213; Dr. Rhodes—1,364; Mr. Rogers—42,834; Mr. Saladrigas—414; Dr. Sharp—0; Mr. Yates—6,606; Mr. Young—0; and all directors and executive officers as a group—104,246.

(2)

Provided as of the date of termination of retirement.

Ownership of Units Representing Common Stock

The table below shows ownership of other units (not listed in the table above) related to the common stock of Duke Energy under the Directors' Savings Plan and the plans that merged into the Directors' Savings Plan at the end of 2013 (i.e., the Director Deferred

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Compensation Plan and the Stock Unit Plan). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name		Number of Units
William Barnet, III			1,104
G. Alex Bernhardt, Sr.			14,026
Michael G. Browning			25,351
Harris E. DeLoach, Jr.			25,399
Daniel R. DiMicco			1,154
John H. Forsgren			0
Ann M. Gray			1,297
James H. Hance, Jr.			0
John T. Herron			0
James B. Hyler, Jr.			9,756
William E. Kennard			0
E. Marie McKee			49,375
E. James Reinsch			0
James T. Rhodes			12,275
Carlos A. Saladrigas			25,371
Philip R. Sharp			0

The table below shows ownership of other units (not listed in the table on page 31) related to the common stock of Duke Energy under the Duke Energy Executive Savings Plan ("Executive Savings Plan"), as well as the plans that merged into the Executive Savings Plan at the end of 2013 (i.e., the Progress Energy, Inc. Management Deferred Compensation Plan; Progress Energy, Inc. Management Incentive Compensation Plan; and Progress Energy, Inc. Performance Share Sub-Plan). These units do not represent an equity interest in Duke Energy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name		Number of Units
Lynn J. Good			63
Steven K. Young			422
James E. Rogers			80,372
Marc E. Manly			0
Dhiaa M. Jamil			1,593
Lloyd M. Yates			9,695

The following table lists the beneficial owners of 5% or more of Duke Energy's outstanding shares of common stock as of December 31, 2013. This information is based on the most recently available reports filed with the SEC and provided to us by the company listed.

Name or Identity of Beneficial Owner		Shares of Common Stock Beneficially Owned			Percentage
BlackRock Inc. 40 East 52nd Street New York, NY 10022			40,598,419	(1)		5.80
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			35,573,649			5.03

(1)

According to the Schedule 13G/A filed by BlackRock Inc., these shares are beneficially owned by BlackRock Inc. which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 33,484,752 shares, 0 shares with shared voting power, sole dispositive power with regard to 40,598,419 shares and 0 shares with shared dispositive power.

(2)

According to the Schedule 13G filed by The Vanguard Group, these shares are beneficially owned by The Vanguard Group, which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 1,404,353 shares, 0 shares with shared voting power, sole dispositive power with regard to 34,496,724 shares and 1,076,925 shares with shared dispositive power.

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PROPOSAL 2:     RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANT FOR 2014


Representatives of Deloitte & Touche LLP ("Deloitte") are expected to be present at the annual shareholder meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions. Information on Deloitte's fees for services rendered in 2013 and 2012 are listed below. These fees exclude accounting fees and services for Progress Energy paid prior to the Progress Energy merger.

Type of Fees		2013			2012
Audit Fees(1)		$	11,600,000		$	12,200,000
Audit-Related Fees(2)			2,150,000			2,460,000
Tax Fees(3)			520,000			875,000
All Other Fees(4)			30,000			30,000
TOTAL FEES:		$	14,300,000		$	15,565,000

(1)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the audit of Duke Energy's consolidated financial statements included in Duke Energy's annual report on Form 10-K and review of financial statements included in Duke Energy's quarterly reports on Form 10-Q for services that are normally provided by Deloitte in connection with statutory, regulatory or other filings or engagements or for any other service performed by Deloitte to comply with generally accepted auditing standards.

(2)

Audit-Related Fees are fees billed by Deloitte for assurance and related services that are reasonably related to the performance of an audit or review of Duke Energy's financial statements, including assistance with acquisitions and divestitures and internal control reviews.

(3)

Tax Fees are fees billed by Deloitte for tax return assistance and preparation, tax examination assistance, and professional services related to tax planning and tax strategy.

(4)

All Other Fees are fees billed by Deloitte for any services not included in the first three categories.

To safeguard the continued independence of the independent public accountant, the Audit Committee adopted a policy that provides that the independent public accountant is only permitted to provide services to Duke Energy and its subsidiaries that have been pre-approved by the Audit Committee. Pursuant to the policy, detailed audit services, audit-related services, tax services and certain other services have been specifically pre-approved up to certain categorical fee limits. In the event that the cost of any of these services may exceed the pre-approved limits, the Audit Committee must pre-approve the service. All other services that are not prohibited pursuant to the SEC's or other applicable regulatory bodies' rules or regulations must be specifically pre-approved by the Audit Committee. All services performed in 2013 and 2012 by the independent public accountant were approved by the Duke Energy Audit Committee and legacy Progress Energy Audit Committee pursuant to their pre-approval policies.

The Board of Directors Recommends a Vote "FOR" the Ratification of Deloitte & Touche LLP as Duke Energy Corporation's Independent Public Accountant for 2014.

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REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to Duke Energy's audited financial statements for the fiscal year ended December 31, 2013.

The information contained in this Audit Committee Report shall not be deemed to be "soliciting material" or "filed" or "incorporated by reference" in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that Duke Energy specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The purpose of the Audit Committee is to assist the Board in its general oversight of Duke Energy's financial reporting, internal controls and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the committee and is available on our website athttp://www.duke-energy.com/corporate-governance/board-committee-charters/audit.asp.

The Audit Committee has reviewed and discussed the consolidated financial statements with management and Deloitte & Touche LLP ("Deloitte"), the Company's independent public accountant. Management is responsible for the preparation, presentation and integrity of Duke Energy's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and, evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Deloitte is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States ("GAAP"), as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The Audit Committee reviewed the Company's audited financial statements with management and Deloitte, and met separately with both management and Deloitte to discuss and review those financial statements and reports prior to issuance. These discussions also addressed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. Management has represented, and Deloitte has confirmed, that the financial statements were prepared in accordance with GAAP.

In addition, management completed the documentation, testing and evaluation of Duke Energy's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002, and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Deloitte at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management presented to the Audit Committee on the effectiveness of the Company's internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 ("Form 10-K") filed with the SEC, as well as Deloitte's Report of Independent Registered Public Accounting Firm included in the Company's Form 10-K related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company's efforts related to its internal control over financial reporting and management's preparations for the evaluation in fiscal 2014.

The Audit Committee has discussed with Deloitte the matters required to be discussed by professional and regulatory requirements, including, but not limited to, the standards of the Public Company Accounting Oversight Board regarding The Auditors' Communications with Those Charged with Governance. In addition, Deloitte has provided the Audit Committee with the written disclosures and the letter required by "Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence" that relates to Deloitte's independence from Duke Energy and its subsidiaries and the Audit Committee has discussed with Deloitte the firm's independence.

Based on its review of the consolidated financial statements and discussions with and representations from management and Deloitte referred to above, the Audit Committee recommended that the audited financial statements be included in Duke Energy's Form 10-K, for filing with the SEC.

Audit Committee
Carlos A. Saladrigas(Chair)
G. Alex Bernhardt, Sr.
Michael G. Browning
John H. Forsgren
James B. Hyler, Jr.
James T. Rhodes

34    DUKE ENERGY – 2014 Proxy Statement

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PROPOSAL 3:     ADVISORY VOTE TO APPROVE DUKE ENERGY CORPORATION'S NAMED EXECUTIVE OFFICER COMPENSATION

At the 2011 Annual Shareholder Meeting, our shareholders recommended that our Board of Directors hold say-on-pay votes on an annual basis. As a result, we are providing our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

In connection with this proposal, the Board of Directors encourages shareholders to review in detail the description of the compensation program for our named executive officers that is set forth in the Compensation Discussion and Analysis beginning on page 36, as well as the information contained in the compensation tables and narrative discussion in this proxy statement.

As described in more detail in the Compensation Discussion and Analysis section, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined measures of success. A significant portion of our named executive officers' total direct compensation is directly contingent upon achieving specific results that are important to our long-term success and growth in shareholder value. We supplement our pay-for-performance program with a number of compensation policies that are aligned with the long-term interests of Duke Energy and its shareholders.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as disclosed in this proxy statement by voting "FOR" the following resolution:

"RESOLVED, that the shareholders of Duke Energy approve, on an advisory basis, the compensation paid to Duke Energy's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in Duke Energy's 2014 proxy statement."

Because your vote is advisory, it will not be binding on the Board of Directors, the Compensation Committee or Duke Energy. The Compensation Committee, however, will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.

The Board of Directors Recommends a Vote "FOR" the Approval of the Compensation of Our Named Executive Officers as Disclosed in this Proxy Statement.

DUKE ENERGY – 2014 Proxy Statement    35

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REPORT OF THE COMPENSATION COMMITTEE


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The Compensation Committee of Duke Energy has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and Duke Energy's Form 10-K and this proxy statement.for the year ended December 31, 2013.

Compensation Committee

		Compensation Committee
E. Marie McKee(Chair) Daniel R. DiMicco Ann M. Gray		James H. Hance, Jr. (Chair) Daniel R. DiMicco John H. Forsgren Ann Maynard Gray




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COMPENSATION DISCUSSION AND ANALYSIS


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The purpose of this Compensation Discussion and Analysis is to provide information about Duke Energy's compensation objectives and policies for Messrs. Rogers, Turner*, Manly and Trentour named executive officers. Our named executive officers for 2013 include:

Name		Title
Lynn J. Good(1)		Vice Chairman, President and Chief Executive Officer
Steven K. Young(2)		Executive Vice President and Chief Financial Officer
James E. Rogers		Former Chairman, President and Chief Executive Officer
Marc E. Manly		Executive Vice President and President, Commercial Businesses
Dhiaa M. Jamil		Executive Vice President and President, Duke Energy Nuclear
Lloyd M. Yates		Executive Vice President, Regulated Utilities

(1)

Ms. Good (collectively, the "named executive officers")served as Executive Vice President and give context for the numbersChief Financial Officer until her promotion effective July 1, 2013.

(2)

Mr. Young served as Vice President, Controller and narrative descriptions that follow.

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*

Mr. Turner retired from Duke EnergyChief Accounting Officer until his promotion effective December 31, 2010.

August 6, 2013.

Executive Summary