Item 1.01. Entry into a Material Definitive Agreement.
On November 13, 2021, Duke Energy Corporation, a Delaware corporation
(the “Corporation”), entered into a cooperation agreement (the “Cooperation Agreement”) with Elliott Investment
Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited partnership, and Elliott International,
L.P., a Cayman Islands limited partnership (collectively, “Elliott”).
Pursuant to the Cooperation Agreement, the Corporation has agreed to
take such actions as are necessary within one business day to elect Idalene F. Kesner (the “New Independent Director”), a
previously identified independent director-candidate by the Board, to the Corporation’s board of directors (the “Board”).
In addition, the Corporation has agreed that the Corporation and Elliott will cooperate and use their respective good faith efforts to
identify and mutually agree upon an additional independent director by February 15, 2022, with expertise and skills as determined by the
Board’s Corporate Governance Committee (the “Additional New Independent Director” and, together with the New Independent
Director, the “New Directors”) and that, by March 31, 2022, the Board and all applicable committees thereof will take
such actions as are necessary to elect the Additional New Independent Director to the Board.
Under the terms of the Cooperation Agreement, Elliott has agreed to
abide by customary standstill restrictions (subject to certain exceptions relating to private communications to the Corporation) until
the first anniversary of the Cooperation Agreement (the “Cooperation Period”), including that Elliott will not, among other
things, (A) engage in transactions resulting in Elliott’s beneficial ownership exceeding 4.9% of the Corporation’s common
stock, or its aggregate economic exposure exceeding 7.5% of the Corporation’s common stock, (B) seek any additional representation
on the Board, (C) make any requests for stock list materials or other books and records of the Corporation, (D) engage in any solicitation
of proxies or (E) make certain proposals relating to extraordinary transactions publicly or in a manner that would require public
disclosure. The Cooperation Agreement provides that the standstill restrictions will terminate automatically upon certain events, including,
among other things, the Corporation’s material breach of the Cooperation Agreement and the Corporation’s entry into certain
change-of-control and other extraordinary transactions.
Under the Cooperation Agreement, Elliott has agreed to appear in person
or by proxy at any annual or special meeting of the Corporation’s stockholders held during the Cooperation Period and to vote (i)
in favor of the slate of directors nominated by the Board for election, and in accordance with the recommendations of the Board on all
other proposals and (ii) against the removal of any incumbent directors or the election of any director nominees not recommended by the
Board; provided, however, that if both Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass
Lewis”) recommend otherwise with respect to any of the Corporation’s proposals at any such meeting (other than proposals relating
to the election or removal of directors, the size of the Board, or filling vacancies on the Board), Elliott is permitted to vote in accordance
with the ISS and Glass Lewis recommendation. The Corporation and Elliott also agreed to customary mutual non-disparagement obligations.
The Company has agreed that from the election of the Additional New
Independent Director as a member of the Board until the end of the Cooperation Period, the size of the Board will be no greater than fifteen (15)
members.
The foregoing description is qualified in its entirety by reference
to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.