DUK Duke Energy Corp New

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2020, the Compensation Committee of the Board of Directors of Duke Energy Corporation (the “Corporation”) approved amendments to the Corporation’s nonqualified retirement plans to streamline the administration of the plans. The amendments do not change the contribution formula used to calculate benefits or increase the number of employees eligible to earn a benefit.

The Corporation maintains the Duke Energy Corporation Executive Cash Balance Plan (the “ECBP”) and the Duke Energy Corporation Executive Savings Plan (the “ESP”) for eligible participants, including the “named executive officers” identified in the Corporation’s annual proxy statement.

The ECBP is a nonqualified defined benefit plan that provides supplemental pay credits (the “Make-Whole Benefit”) to eligible participants whose pay credits under the tax-qualified Duke Energy Retirement Cash Balance Plan are limited by certain restrictions under the Internal Revenue Code of 1986, as amended (“Code”). The Make-Whole Benefit under the ECBP accrues interest based on a fixed rate of 4%. The ESP is a nonqualified defined contribution plan that provides eligible participants with an opportunity to defer a portion of their eligible compensation, and receive matching contributions to the extent their matching contributions under the Corporation’s tax-qualified 401(k) plan (the Duke Energy Retirement Savings Plan (the “RSP”)) are limited by certain restrictions under the Code. Participants can direct the investment of their account under the ESP based on the investment options available under the RSP.

The amendments to the ECBP and ESP provide that (i) no employee shall be eligible to earn an additional Make-Whole Benefit under the ECBP for any calendar month that commences after September 30, 2020, (ii) the Make-Whole Benefit for months prior to October 1, 2020 shall continue to be paid to participants in accordance with the terms of the ECBP, and (iii) effective as of October 1, 2020, each employee who would have been eligible to earn a Make Whole Benefit under the ECBP as in effect immediately prior to October 1, 2020, will be eligible to participate in the ESP and earn a corresponding Make-Whole Benefit under the ESP.

The foregoing description of the amendments to the ECBP and the ESP is qualified in its entirety by reference to the full text of each amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.