PNY Piedmont Natural Gas Company, Inc.

Voting will also take place on such other business, if any, as may properly come before the Annual Meeting or any adjournment of the Annual Meeting.

For Proposal 1 (the election of directors), the five nominees for Class III and the one nominee for Class II receiving the highest number of affirmative votes cast for each respective class will be elected. Proposal 2 (ratification of the appointment of Deloitte & Touche LLP) requires the affirmative vote of a majority of the votes cast on that proposal. The result of the vote on Proposal 3 (advisory vote to approve named executive officer compensation) is non-binding and the Board of Directors will consider the outcome of the vote when making future executive compensation decisions. Proposal 4 (approval of the Company’s amended and restated Incentive Compensation Plan]) requires the affirmative vote of a majority of the votes cast on the

proposal. Other matters that may properly come before the Annual Meeting may require more than a majority vote under the Company’s Amended and Restated Bylaws, its Restated Articles of Incorporation, the laws of the State of North Carolina or other applicable laws or regulations. Abstentions will not be counted as votes cast with respect to any of the Company’s proposals. Broker non-votes (when beneficial owners do not provide specific voting instructions and either nominees have no discretionary power to vote or choose not to vote the uninstructed shares on a matter over which they have discretionary power to vote) will not be counted as votes cast.

Holders of record of shares of the Company’s common stock (“Common Stock”) at the close of business on January 22, 2016, the record date established by the Company’s Board of Directors, are entitled to notice of and to vote at the Annual Meeting, either in person or by proxy. Each shareholder of record will have one vote for every share of Common Stock owned by that shareholder on the record date.

If your shares are registered directly in your name with the Company’s stock transfer agent, Wells Fargo Bank Shareowner Services, you are considered, with respect to those shares, the shareholder of record (“registered shareholder”). If your shares are held in a stock brokerage

account or by a bank or other nominee, you are considered the beneficial owner of those shares, which are held in “street name” (“beneficial owners”). You may also own shares through the Company’s 401(k) Plan Piedmont Stock Fund. The Notice of Internet Availability of Proxy Materials (or proxy materials in paper form if you have so previously elected) has been made available to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record. By voting online, by telephone or by completing the voting instruction form provided to you by your broker, bank or other nominee, you direct how to vote your shares.

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we may furnish proxy materials, including this Proxy Statement and our 2015 Annual Report on Form 10-K, to our shareholders by providing access to such documents on the internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice

of Internet Availability of Proxy Materials, which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the internet and how you may submit your vote on the internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice of Internet Availability of Proxy Materials.

There are circumstances under which you may receive more than one Notice of Internet Availability of Proxy Materials. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each such brokerage account. In addition, if you are a registered shareholder and your shares are

registered in more than one name, you will receive more than one Notice of Internet Availability of Proxy Materials. Please vote in accordance with the instructions of each Notice of Internet Availability of Proxy Materials separately, since each one represents different shares that you own. Please vote all of your shares.

If you are a registered shareholder or own your shares through the Company’s 401(k) Plan, you can vote using any one of the following methods:

If you own your shares through a bank, broker or other nominee, you may vote in accordance with the instructions provided by your bank, broker or nominee, which may include the following:

When you vote online or by telephone or properly submit your proxy card or voting instruction form, proxies will be voted in accordance with the voting instructions provided to the Company. If no instructions are provided, proxies will be voted as indicated below under “What if I submit my proxy but don’t provide voting instructions?”

You can vote your shares for all, for some (by withholding authority to vote for any individual nominee) or none of the director nominees. You can vote for, against or abstain from voting for Proposals 2, 3 and 4.

If you are a registered shareholder or hold your shares through the Company’s 401(k) Plan, then your shares will not be voted or counted towards a quorum if you do not submit a vote (whether online, by telephone or by mail) or do not vote in person at the Annual Meeting.

If you hold your shares through a bank, broker or other nominee (called “street name”) and do not provide voting instructions by voting online,

by telephone or by submitting a paper voting instruction form, then the nominee will not be able to vote your shares on your behalf for Proposals 1, 3 and 4, which are considered “non-discretionary,” and may choose not to vote your shares for Proposal 2, for which it has discretion to vote in accordance with its best judgment under the rules of the New York Stock Exchange.

You can change your vote by:

Registered shareholders—If you are a registered shareholder and your proxy is properly submitted (whether online, by telephone or by mail) and not revoked, but you do not give voting instructions for a proposal, the proxy will be voted in accordance with the recommendations of the Board of Directors for that proposal, which is “FOR” all nominees in Proposal 1 and “FOR” Proposals 2, 3 and 4.

401(k) Plan shares—If you hold your shares through the Company’s 401(k) Plan and your proxy is properly submitted (whether online, by telephone or by mail) and not revoked, but you do not provide voting instructions to the plan trustee, then your shares will be voted in accordance with directions given to the plan trustee by the Company’s Benefit Plan Committee, or if no such directions are given, your shares will be voted by the plan trustee in the same proportion as the 401(k) Plan shares that were properly voted.

Beneficial owners—If you hold your shares in street name and properly submit a proxy (whether online, by telephone or by mail) with no voting instructions on Proposal 2, your broker, bank or other nominee may vote your shares on that proposal in accordance with its best judgment because this matter is considered “discretionary” under the applicable rules, but may not vote your shares on Proposals 1, 3 and 4 if you do not provide voting instructions for those proposals.

All shareholders of record—Should other matters properly come before the Annual Meeting that are “discretionary,” or should matters for which proper notice was not given pursuant to the Company’s Amended and Restated Bylaws be permitted to come before the Annual Meeting, the proxy holders named in the proxy card will vote the proxies on such matters in accordance with their best judgment.

As of the record date, 81,248,880 shares of Common Stock were issued and outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote. A majority of those shares, present or represented by proxy, constitutes a quorum for the purposes of conducting the Annual Meeting and voting on

proposals at the Annual Meeting. If you vote online or by telephone or submit a properly executed proxy card or voting instruction form, then your shares will be considered part of the quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

We have hired Alliance Advisors, LLC to assist us with the distribution of our proxy materials and to solicit proxies. Alliance Advisors, LLC’s fee for these services is $7,500, plus out-of-pocket expenses. Directors, officers and employees of the Company may solicit proxies and will not be entitled to any additional compensation for any such solicitation.

The Company will bear the full cost of the solicitation and will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to beneficial owners.

The Company has adopted a process for mailing the Notice of Internet Availability of Proxy Materials (and other proxy materials for those shareholders that previously requested them) called “householding.” Householding means that shareholders who share the same address and agree to householding will receive only one copy of the Notice of Internet Availability of Proxy Materials (or other proxy materials, as applicable), unless we receive instructions to the contrary from any shareholder at that address.

If you are a registered shareholder who shares the same address as another registered shareholder, you can agree to householding by:

Householding reduces the Company’s printing costs and postage fees, and we encourage you to participate. If you wish to discontinue householding or receive a separate copy of the Notice of Internet Availability of Proxy Materials (or other proxy materials, as applicable) for this year and in the future, you may so notify us, via the transfer agent at the telephone number or address above, and we will promptly comply with your request.

If you own your shares through a broker, bank or other nominee, you may request householding or request separate copies of the Notice of Internet Availability of Proxy Materials (or other proxy materials, as applicable) by notifying your broker, bank or nominee.

If the Duke Merger is consummated, the 2016 Annual Meeting will be the last meeting of our public shareholders. If the 2017 annual meeting of shareholders does occur, under our Amended and Restated Bylaws, shareholders must follow certain procedures in order to nominate persons for election as directors or to introduce an item of business at an annual meeting of shareholders. Under these procedures, nominations for director or an item of business to be introduced at the 2017 annual meeting of shareholders:

Notice of intent to nominate a director must include the information specified in the “Advance Notice of Director Nominations and Other Business” section of the Amended and Restated Bylaws, which includes the nominee’s occupation(s), certain information about the nominee’s background, other board memberships and evidence of willingness to serve.

The chairman of the 2017 annual meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures.

In addition to the procedures described in the previous paragraph, in order for a shareholder proposal to be considered for inclusion in next year’s proxy statement and proxy card, it must be provided in the manner set forth in Rule 14a-8 of the SEC no later than October 5, 2016.

Any shareholder or interested party can contact the Board of Directors, any member of the Board of Directors, including the Independent Lead Director, or the non-management or independent directors as a group by writing to the Board of Directors, the non-management or independent directors as a group or any individual director in care of the Company at 4720 Piedmont Row Drive, Charlotte North Carolina 28210, or by sending a written communication to the Corporate Secretary at that address.

Any communication addressed to an individual director at that address will be delivered or forwarded to the addressee as soon as practicable. Communications addressed to the Board of Directors or to an unspecified director will be forwarded to the Chairman of the Board, and communications addressed to the non-management or independent directors as a group will be forwarded to the Independent Lead Director.

The Amended and Restated Bylaws of the Company provide that the Board of Directors shall consist of such number of directors as shall be fixed from time to time by resolution of the Board, but shall not be fewer than nine. The number of directors to serve immediately following the 2016 Annual Meeting is fixed at 13. The Restated Articles of Incorporation divide the Board into three classes, designated Class I, Class II and Class III, with one class standing for election each year for a three-year term. The Restated Articles of Incorporation provide that each class shall consist as nearly as possible of one-third of the total number of directors constituting the entire Board.

The Board of Directors has nominated Mr. Gary A. Garfield, Dr. Frankie T. Jones, Sr., Ms. Vicki McElreath, Mr. Thomas E. Skains and Mr. Phillip D. Wright, whose terms expire at the 2016 Annual Meeting, to stand for election or re-election as Class III directors. In addition, Mr. Thomas M. Pashley, whose term expires at the 2016 Annual Meeting, is standing for election as a Class II director. Mr. Garfield and Mr. Pashley were recommended by the members of

the Directors and Corporate Governance Committee (all independent non-management directors) and were appointed as directors effective June 5, 2015 and September 2, 2015, respectively.

The Board has determined that, with the exception of Mr. Skains, each of these directors is an independent member of the Board. (Information about director independence is set forth below in “Corporate Governance Information—Director Independence and Related Person Transactions.”) The terms of the Class III directors elected at the Annual Meeting will expire in 2019. The terms of the Class II director elected at the Annual Meeting will expire in 2018. (Information as to the six nominees is set forth below in “Corporate Governance Information—Board of Directors.”)

The Board does not know of any nominee who will be unable or unwilling to serve, but in such event the proxies will be voted under discretionary authority for a substitute designated by the Board, or the Board may take appropriate action for a lesser number of directors.

The Directors and Corporate Governance Committee has a process of identifying and evaluating potential nominees for election as members of the Board. The Committee and the Board each has a policy that potential nominees shall be evaluated the same way, regardless of whether the nominee is recommended by a shareholder, a Board member or Company management. This Committee considers potential nominees from all these sources, develops information from many sources concerning the potential nominee and evaluates the potential nominee as to the qualifications that the Committee and the Board have established. Specifically, the Committee assesses the Board’s current strengths and needs by reviewing its profile, its director qualification standards described below and the Company’s current

and future needs. From this assessment, candidates are screened against the Board’s director qualification standards described below and then, if appropriate, interviewed by the Chair of the Committee, the Independent Lead Director, the Chief Executive Officer and other Board members. Based on input derived from candidate interviews and a reference check, the Committee determines whether the candidate should be recommended for Board membership and subsequent election to the Board. In fiscal year 2015, the Company did not pay any compensation or other consideration to third parties in connection with identifying or evaluating potential nominees for consideration for election as a member of the Board.

Factors considered in identifying candidates for Board membership include:

The Directors and Corporate Governance Committee reviews at each of its meetings the list of skills and attributes that the Board believes are most important for a Company director to possess, and recommends changes to the Board as needed to reflect the evolution of the Company (for example, the increasing mileage of its transmission pipelines), of business practices (for example, more robust risk management) and of its culture (for example, community involvement). No changes to the key skills and attributes were made in fiscal 2015.

Diversity, in the broad sense of the word, is an important component of the list of key director skills and attributes. The Board embraces a policy to champion diversity among its members so as to consider and evaluate issues affecting the Company with more effective thought leadership from different perspectives and viewpoints. Thus the Company’s Corporate Governance Guidelines require the Board to consider diversity of thought, experience, talent, background and perspective, including that which exists with respect to gender, race and national origin, in evaluating candidates for Board membership. The Board’s Directors and Corporate Governance Committee reviews

diversity each quarter as part of the director qualifications review described below, to ensure that the present Board and committee composition provides the benefits of diversity. The Board and the Directors and Corporate Governance Committee believe that this diversity policy has been effective and Piedmont is proud to have been named as having one of the most diverse boards of North Carolina’s largest corporations by the Director Diversity Initiative at the University of North Carolina School of Law in 2012 (the last time the study was conducted). The Board and the Directors and Corporate Governance Committee will continue to encourage Board diversity under the policy.

At each of its quarterly meetings, the Directors and Corporate Governance Committee reviews the qualifications of the members of the Board of directors to ensure that the Board membership continues to reflect the oversight needs of the Board and the Company. In 2015, the Directors and Corporate Governance Committee reviewed each director against the refreshed key director skills and attributes discussed above under “Qualifications,” taking into account each director’s Committee appointments. The result has been the confirmation of key skills possessed by each director as well as identification of opportunities for additional education and training to optimize each director’s performance as a Board and Committee member. These additional opportunities were provided in 2015 through continuing education programs at Board meetings.

Director succession planning is closely tied to the assessment of director skills and qualifications. As directors approach retirement, the

Board needs to ensure that it identifies potential directors that will maintain an appropriate mix of key skills and attributes on the Board. If the assessment of skills and qualifications identifies any areas in which the Board believes additional expertise is appropriate, the Board is able to strategically cultivate potential directors with that expertise. The Board believes that continuous assessment of director skills and qualifications, regardless of tenure, will provide the Company with a Board best suited to guide the Company and represent shareholder interests. In 2015, Gary A. Garfield and Thomas M. Pashley joined the Board of Directors based on the Board’s assessment that the Board would benefit from additional representation of the Company’s Nashville and Eastern North Carolina service areas, more age diversity, the perspective of a large industrial entity, additional financial literacy, and additional marketing, sales and risk management experience.

Once a year, each Committee as well as the Board performs a self-evaluation as a scheduled meeting agenda item. Each respective body evaluates the execution of its responsibilities, structure and functioning, and information and resources. The results of the self-evaluations, including any action items, are shared with the full Board. Additionally, each year the Chairman meets individually with several directors on a rotating basis specifically to discuss the performance of Committees, the Board, the director and the other directors. The Chairman shares the feedback from the interviews with the Chair of the Directors and Corporate Governance Committee, the Independent Lead Director, the Corporate Secretary, the General Counsel and relevant members of

management. Relevant feedback is also shared with the chair of each Committee. Areas identified for improvement are enhanced through measures such as targeted education, process improvements and Committee charter and corporate governance guideline amendments.

The Directors and Corporate Governance Committee considers whether any additional changes to Board or Committee practices or procedures should be recommended to the Board after reviewing the results of each Committee’s self-assessment, action items identified by the Committees, and the results of the Chairman’s director interviews.

				Mr. Gary A. Garfield
				Independent
				Director since: 2015
				Age: 59
				Finance and Enterprise Risk Committee; Compensation Committee

Mr. Garfield has been the Chief Executive Officer and President of Bridgestone Americas, Inc., headquartered in Nashville, Tennessee, since March 2010, and was appointed as its Executive Chairman of the Board in January 2016. Mr. Garfield served as Vice President and General Counsel of Bridgestone Americas, Inc. since 2007. Effective January 2016, he was appointed Executive Vice President of Bridgestone Corporation, the parent corporation of Bridgestone Americas headquartered in Tokyo, Japan, having served as a Senior Vice President since 2014 and Vice President and Senior Officer since 2011. Mr. Garfield joined then-Bridgestone/Firestone, Inc. in 1991 as Senior Counsel. He has also served as Chief Compliance Officer and Secretary of Bridgestone Americas. Bridgestone Americas, has over 55,000 teammates globally and operates in five continents. Mr. Garfield received his Bachelor of Arts degree with honors in political science and philosophy from Wittenberg University and his Juris Doctorate from the University of Cincinnati where he was a member of the Law Review and was admitted to the Order of the Coif. Mr. Garfield serves as a member of the board of directors of several charitable and industry organizations, including the Tennessee Chapter of the Crohn’s & Colitis Foundation of America, the Community Foundation of Middle Tennessee, the United Way of Middle Tennessee and the Rubber Manufacturer’s Association He joined the Board of Visitors—Vanderbilt Owen Graduate School of Business in 2011, and in 2012 was named National Chair for the Take Steps Be Heard walk program for the Crohn’s and Colitis Foundation of America.

Qualifications, Experience, Key Attributes and Skills

				Dr. Frankie T. Jones, Sr.
				Independent
				Director since: 2007
				Age 68
				Benefits Committee; Finance and Enterprise Risk Committee

Dr. Jones has served as President and Chief Executive Officer of Phoenix One Enterprises, Inc., a management consulting firm located in Greensboro, North Carolina, since January 2010. From January 1997 until December 2009, Dr. Jones was President and Chief Operating Officer of B&C Associates, Inc., an international public relations, research, marketing and crisis management services firm headquartered in High Point, North Carolina. Dr. Jones holds a bachelor’s degree, two master’s degrees and a doctorate. His studies were completed at North Carolina A&T University, Wayne State University, Duke University, Shaw University and Virginia University of Lynchburg. He completed postdoctoral graduate work at the Oxford Graduate School, concentrating in philosophy and transformational leadership. Dr. Jones is a retired United States Air Force senior officer with 20 years of service. Dr. Jones was awarded the National NAACP “Roy Wilkins Meritorious Service Award” in 1990.

Qualifications, Experience, Key Attributes and Skills

				Ms. Vicki McElreath
				Independent
				Director since: 2006
				Age 66
				Audit Committee (Chair); Benefits Committee

Ms. McElreath served as the Managing Partner of PricewaterhouseCoopers LLP (PwC) in the Carolinas from 1999 until her retirement in June 2006. She joined Price Waterhouse, one of the predecessor firms of PwC, in 1979 and was admitted to the partnership in 1990. Ms. McElreath is a Certified Public Accountant (inactive) and graduated summa cum laude from Georgia State University with a bachelor’s degree in business administration, majoring in accounting. From March 2012 until June 2015 she was a director of RBC Bank (Georgia), a subsidiary of The Royal Bank of Canada, and served as Chair of its Audit Committee and of its Risk Committee. Previously she served as a director of RBC Bank, a former subsidiary of The Royal Bank of Canada, where she chaired its Audit Committee and served on its Trust and Compliance Committees. In 2014, Ms. McElreath was appointed to the Board of Directors of Hatteras Financial Corp., a publicly-traded real estate investment trust headquartered in Winston Salem, North Carolina, and serves on its Audit Committee.

Qualifications, Experience, Key Attributes and Skills

				Mr. Thomas Skains
				Director since: 2002
				Age: 59

Mr. Skains has served as Chairman of the Board of the Company since December 2003, as Chief Executive Officer since February 2003 and as President since February 2002. Previously, he served as Chief Operating Officer of Piedmont from February 2002 to February 2003. From 1995 to 2002, he served as Senior Vice President—Marketing and Supply Services and directed Piedmont’s commercial natural gas activities. Before joining Piedmont, Mr. Skains held positions of increasing responsibility with Transcontinental Gas Pipe Line Corporation. He joined Transco in 1981 as an attorney and served as corporate and senior attorney before being named Vice President in 1986 and Senior Vice President—Transportation and Customer Services in 1989. He holds a bachelor’s degree in business administration from Sam Houston State University and a Juris Doctorate from the University of Houston Law School. Mr. Skains serves as a director of BB&T Corporation (since 2009; chairs its Executive Committee and serves on its Risk Committee, and previously chaired its Nominating and Corporate Governance Committee) and its subsidiary Branch Banking and Trust Company (since 2013; chairs its Executive Committee and serves on and previously chaired its Risk Committee). Mr. Skains has served on the Charlotte Chamber of Commerce Board of Directors since 2013 and was Chairman in 2015. He also currently serves on the boards of several industry and community organizations, including the American Gas Association (served as Chairman in 2009), the Southern Gas Association (served as Chairman in 2006) and the American Gas Foundation (a not-for-profit energy research group).

Qualifications, Experience, Key Attributes and Skills

				Mr. Phillip D. Wright
				Independent
				Director since: 2012
				Age 60
				Finance and Enterprise Risk Committee; Compensation Committee

From January 2011 until his retirement in April 2012, Mr. Wright served as Senior Vice President of Corporate Development for the Williams Companies, one of the largest energy infrastructure providers in North America., He served as President of Williams’ Gas Pipeline business from January 2005 to January 2011, Chief Operating Officer of Williams Pipeline Partners L.P. (natural gas transportation and storage) from January 2008 to January 2011 and Senior Vice President and Chief Restructuring Officer of Williams from September 2002 to January 2005. He has served as president, chief executive officer or chief operating officer of several of Williams’ subsidiaries and held numerous other senior management positions at Williams as well as at Conoco Inc., including in the areas of upstream and downstream energy services, marketing, trading, operations and specialty products. Mr. Wright earned his bachelor’s degree in civil engineering from Oklahoma State University in 1977. Mr. Wright has been a director of Aegion Inc., a global infrastructure protection and rehabilitation company, since 2011, and serves on its Strategic Planning and Finance Committee and its Compensation Committee. Mr. Wright served as chairman of both the Interstate Natural Gas Association of America and the Association of Oil Pipelines and has served on the board of the Southern Gas Association.

Qualifications, Experience, Key Attributes and Skills

				Mr. Thomas M. Pashley
				Independent
				Director since: 2015
				Age: 46
				Audit Committee; Directors and Corporate Governance Committee

Mr. Pashley is President and Chief Operating Officer of Pinehurst Resort & Country Club, the largest golf resort in North America, where he has worked in numerous capacities since 1996. He was appointed to this position in October 2014. Prior to that he was Executive Vice President from 2011 – 2014 responsible for sales, marketing, and communication areas. Mr. Pashley graduated with a bachelor’s degree in accounting from the University of Georgia, and received an Master of Business Administration degree from the Fuqua School of Business at Duke University. He began his career in 1991 with Deloitte & Touche in its audit practice. He maintained an active Certified Public Accountant license from 1993 – 1999. He serves on the board of trustees of The O’Neal School.

Qualifications, Experience, Key Attributes and Skills

				Dr. E. James Burton
				Independent
				Director since: 2006
				Age: 69
				Audit Committee; Finance and Enterprise Risk Committee (Chair)

Dr. Burton served as the Dean of the Jennings A. Jones College of Business at Middle Tennessee State University (MTSU) in Murfreesboro, Tennessee from 1999 until 2013 and has served as Professor of Accounting at MTSU since 1990. Prior to his appointment as Dean, he served as Associate Dean for External Relations at MTSU from 1993 to 1997. Dr. Burton holds a bachelor’s degree in economics from MacMurray College, a Master of Business Administration in management from Murray State University and a Ph.D. in accounting from the University of Illinois. He is a Certified Public Accountant (inactive) and a Certified Fraud Examiner (inactive). Dr. Burton currently serves on the boards of several not-for-profit entities. He has written numerous articles for academic, professional and trade journals and has authored or co-authored several books in the areas of planning, accounting and finance. Dr. Burton has also actively participated in the formation of several businesses over the course of his career.

Qualifications, Experience, Key Attributes and Skills

				Ms. Jo Anne Sanford
				Independent
				Director since: 2014
				Age: 65
				Directors and Corporate Governance Committee; Finance and Enterprise Risk Committee

Ms. Sanford practices law in Sanford Law Office, PLLC, primarily representing regulated public utilities in regulatory and legislative matters, and is a partner in Blount Street Advisors, PLLC, a business consulting and public affairs firm. She served on the North Carolina Utilities Commission from 1995 to 2006, serving as Chair for 10 years. Prior to that she was a supervising attorney with the North Carolina Attorney General’s Office from 1975 to 1995, representing the state in matters concerning energy, utilities, insurance and the environment. Ms. Sanford graduated with honors from North Carolina State University with a bachelor’s degree in political science, and has a Juris Doctorate from the School of Law, University of North Carolina at Chapel Hill. She completed the Program for State and Local Government Executives through the John F. Kennedy School of Government at Harvard University. She serves on the board of directors of Truveon, an energy efficiency services company. She also serves on the boards of several not-for-profit entities, including the North Carolina State Employees Credit Union (since 2005; currently vice-president) and the North Carolina State Employees Credit Union Foundation. Ms. Sanford has received several awards for her public sector leadership, including the North Carolina Order of the Long Leaf Pine.

Qualifications, Experience, Key Attributes and Skills

				Dr. David E. Shi
				Independent
				Director since: 2003
				Age: 64
				Benefits Committee (Chair); Directors and Corporate Governance Committee

Dr. Shi is President Emeritus of Furman University in Greenville, South Carolina, having served as its President from 1994 until June 2010. He joined the Furman administration in 1993 as Vice President for Academic Affairs and Dean of the Faculty. Prior to that, Dr. Shi taught for 17 years at Davidson College, where he was History Department Chairman and the Frontis W. Johnston Professor of History. Dr. Shi is currently a Trustee of Brevard College in Brevard, North Carolina and a director of the South Carolina Historical Society. During 2011 and 2012, Dr. Shi was a Fellow at the Winter Park Institute in Winter Park, Florida, and from January to May 2011 he was a Senior Fellow at the National Humanities Center in Research Triangle Park, North Carolina. He previously served on the board of Second Nature, a Boston based non-profit organization that promotes energy efficiency within the higher education sector. Dr. Shi holds a bachelor’s degree in political science from Furman University and master’s and Ph.D. degrees in history from the University of Virginia. A noted historian, Dr. Shi is the author and co-author of numerous books on American history and culture, and he has twice been nominated for the Pulitzer Prize. He is also a frequent guest columnist for various regional and national newspapers.

Qualifications, Experience, Key Attributes and Skills

				Mr. Malcolm E. Everett III
				Independent
				Director since: 2002
				Age: 69
				Independent Lead Director; Compensation Committee; Directors and Corporate Governance Committee (Chair)

Mr. Everett served as Senior Executive Vice President, Director of Corporate and Community Affairs of Wachovia Corporation, a financial services company, from September 2001 until his retirement in 2004. Mr. Everett began his banking career with the Trust Company of Georgia (now SunTrust) in 1969. He joined First Union National Bank of North Carolina in 1978 and worked in a wide variety of roles at all levels of the company. Mr. Everett also taught at the Southwestern Graduate School of Banking in Dallas, Texas, and The National Graduate Trust School in Evanston, Illinois. Mr. Everett served as Interim President of the United Way of Central Carolinas from September 2008 to June 2009. He holds a bachelor’s degree in economics from the University of Georgia and is a graduate of the North Carolina Bank Management School. He has been Independent Lead Director of the Company since 2003. Mr. Everett serves on the boards of several not-for-profit entities. These include Carolinas HealthCare System, the largest healthcare system in the Carolinas and one of the largest public, not-for-profit healthcare systems in the nation (since 1996; currently First Vice Chairman and serves on its Executive, Compensation, Finance, Debt Finance, Nominating and Governance, Quality and Investments Committees), and Champions for Education (since 2002; currently serving as Chair).

Qualifications, Experience, Key Attributes and Skills

				Mr. Frank B. Holding, Jr.
				Independent
				Director since: 2003
				Age: 54
				Audit Committee; Compensation Committee (Chair)

Mr. Holding has served as Chairman of First Citizens BancShares, Inc., a banking and investment services company, since February 2009, and Chief Executive Officer since January 2008. From 1994 to February 2009, he served as President of First Citizens BancShares, Inc. Mr. Holding has held a variety of other senior management positions at First Citizens BancShares, Inc. since joining that company in 1983. Mr. Holding holds a bachelor’s degree in business administration from the University of North Carolina at Chapel Hill and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania. Mr. Holding has been a director of First Citizens BancShares, Inc. since 1993 and currently chairs its Executive Committee. He is also a director of Blue Cross Blue Shield of North Carolina (since 2002; chair of Personnel and Compensation Committee) and Mt. Olive Pickle Company (since 2006; serves on its Finance Committee). Mr. Holding was a director of Heritage Bancshares, Inc. from 2002 to 2013 and also served as the Chairman of the North Carolina Chamber of Commerce. Mr. Holding is a member of the Board of Trustees of Wake Forest University.

Qualifications, Experience, Key Attributes and Skills

				Ms. Minor M. Shaw
				Independent
				Director since: 2004
				Age: 68
				Audit Committee; Compensation Committee

Ms. Shaw is President of Micco, LLC, a private investment company located in Greenville, South Carolina. Ms. Shaw previously served as President of Micco Corporation, also a private investment company located in Greenville, South Carolina, from 1998 to 2011. She was previously with Mickel Investment Group (President, 1998 to 2008), a family investment corporation. Ms. Shaw serves as a trustee of the Columbia Funds (since 2011; and since 2003 as trustee of predecessor Columbia Nations Fund; serves on the Governance and Investment Committees) and as a director of Blue Cross Blue Shield of South Carolina (since 2008; chairs its Compensation Committee and also serves on the Audit Committee). Ms. Shaw also serves as the Chair of the Duke Endowment (director since 1999) and of the Greenville-Spartanburg Airport Commission (since 1997; chairs its Audit Committee), and serves on the board of trustees of several other not-for-profit entities. She served as a trustee of the Bank of America Global Capital Management Funds from 2010 to 2011, chairing its Governance Committee. Ms. Shaw attended Randolph-Macon Woman’s College and received her Bachelor of Arts degree from the University of North Carolina at Chapel Hill.

Qualifications, Experience, Key Attributes and Skills

				Mr. Michael C. Tarwater
				Independent
				Director since: 2013
				Age: 62
				Benefits Committee; Directors and Corporate Governance Committee

Mr. Tarwater is the Chief Executive Officer of Carolinas HealthCare System, a not-for-profit, self-supporting healthcare organization. Carolinas HealthCare is the largest healthcare system in the Carolinas and one of the largest public, not-for-profit healthcare systems in the nation. Prior to his appointment to this position in 2002, Mr. Tarwater served as Executive Vice President and Chief Operating Officer of Carolinas HealthCare System since 1989. Mr. Tarwater received his Master of Science degree in Hospital and Health Administration from the University of Alabama and his Bachelor of Science in Business Administration from The University of West Florida. Mr. Tarwater is Past Chairman of the Charlotte Chamber of Commerce, is Co-Chairman of its Compensation Committee and served on its Executive Committee from 2012 to 2015. He is Chair-Elect of the Board of Trustees of Queens University of Charlotte (since 2011, Executive Committee since 2012) and serves as a member of the Board of Directors of Roper St. Francis HealthCare System (from 2015 and from 2002 to 2010). He serves or has served on the boards of several other professional, community and not-for-profit organizations, including the American Hospital Association (2011-2013) and its Regional Policy Board-Region 3 (serving from 2008 to 2013 and as Chairman from 2011 to 2013).

Qualifications, Experience, Key Attributes and Skills

After consideration of all relevant facts and circumstances and the criteria described below, the Board determined that all persons who served as non-management directors in fiscal year 2015 and all nominees for director at the Annual Meeting (other than Mr. Skains) are (or during their tenure were) independent: E. James Burton, Malcolm E. Everett III, Gary A. Garfield, Aubrey B. Harwell, Jr., Frank B. Holding, Jr., Frankie T. Jones, Sr., Vicki McElreath, Thomas M. Pashley, Jo Anne Sanford, Minor M. Shaw, David E. Shi, Michael C. Tarwater and Phillip D. Wright.

The Board determines independence of each director annually at the time that nominees for director are approved for inclusion in the Company’s annual proxy statement (typically in December), or at such time as a director joins the Board if other than at an annual shareholders meeting. A determination of independence is based on

satisfaction of the independence criteria of Section 303A of the New York Stock Exchange Listed Company Manual, the applicable rules of the SEC, including an affirmative determination that the director has no material relationships with the Company, and Categorical Standards of Director Independence adopted by the Board, which are set forth in the Corporate Governance Guidelines in the “For Investors—Corporate Governance” section of the Company’s website at www.piedmontng.com. Additionally, the Board determines annually and at such time that a director is appointed to the Compensation Committee that the members of the Compensation Committee qualify as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended, and IRS Regulation § 1.162-27, and qualify as a “Non-Employee Directors” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

The Company’s policy for the review and approval of related person transactions is set forth in its Corporate Governance Guidelines. The Directors and Corporate Governance Committee is charged with reviewing and, if in the best interests of the Company, approving all transactions, arrangements and relationships in which the Company is or will be a participant and in which any director, nominee for director, executive officer, person known by the Company to beneficially own more than 5% of the Company’s Common Stock or any immediate family member of the foregoing, has or will have a material interest. “Related person transactions” include those relationships described in the Categorical Standards of Director Independence as well as those described in Item 404(a) of Regulation S-K of the SEC, as in effect from time to time. Each director and executive officer is required to promptly bring to the attention of the Directors and Corporate Governance Committee any related person transactions involving the director or executive officer, to the extent practicable prior to entering into the transaction, so that the Committee can determine whether to approve the transaction. The Directors and Corporate Governance Committee is responsible for reviewing all potential related person transactions annually and as they are brought to the attention of the Committee. The Directors and Corporate Governance Committee reviews each related person transaction and determines if it is in the best interests of the Company based on its consideration of all relevant factors, including but not limited to:

The Directors and Corporate Governance Committee approves potential related person transactions only if the transaction is in the best interests of the Company. If a potential related person transaction involving an independent director implicates any of the Company’s independence standards, the transaction, if approved by the Directors and Corporate Governance Committee, must also be reviewed by the full Board of Directors. A director involved in the potential related person transaction may not participate in the review or approval of such transaction.

The Company has in place the following additional processes for identifying and reviewing potential related person transactions:

Based on the information presented to it, the Directors and Corporate Governance Committee determined that no related person transactions occurred or were proposed since the beginning of fiscal year 2015.

Among other transactions, it considered Thomas E. Skains’ position as a director of BB&T Corporation and of its subsidiary Branch Banking and Trust Company, and the relationship those companies and their subsidiaries have with the Company. Branch Banking and Trust Company was a lender under the Company’s amended and restated senior revolving credit agreement and provides merchant banking services to the Company. BB&T Capital Markets, a division of BB&T Securities, LLC, which is an affiliate of Branch Banking and Trust Company, was also an underwriter in the Company’s $150 million issuance of long-term debt in fiscal year 2015. Mr. Skains defers to the Company’s Chief Financial Officer and the Company’s Treasurer in the selection of financing and banking relationships.

The Board is currently led by the Company’s Chairman and Chief Executive Officer (“CEO”) and an Independent Lead Director. On March 5, 2015, the Board re-appointed Thomas E. Skains, the Company’s CEO, as Chairman of the Board. The Chairman of the Board presides at all meetings of the Board (but not at its executive sessions) and exercises and performs such other powers and duties as may be assigned to him from time to time by the Board or prescribed by the Company’s Amended and Restated Bylaws.

The Board has no set policy on whether it should be led by a Chairman who is also the CEO, but rather considers periodically whether combining the role of Chairman and CEO continues to be appropriate and in the best interests of the shareholders. At this time, the Board is committed to the combined role given the specific circumstances of the Company, the unique and changing environment facing natural gas distribution companies, the highly regulated industry in which the Company operates and the current CEO’s deep knowledge of the energy industry and Company strategy. Specifically, the Board believes that Mr. Skains, with over 35 years of experience in the natural gas industry, is in the best position to lead most effectively in the role of Chairman of the Board. In addition, given the complexity of our business, the Board believes that having a Chairman who also serves as the CEO allows timely communication with the Board on Company strategy and critical business issues, better facilitates bringing key strategic and business issues and risks to the Board’s attention, avoids

ambiguity in leadership within the Company, provides a unified leadership voice externally and clarifies accountability for decisions and initiatives. The Board will continue to assess whether this leadership structure is appropriate and will adjust as necessary.

Given the combined role of Chairman and CEO, the Board strongly believes that it is in the best interest of the Company and its shareholders to have a strong independent lead director (“Independent Lead Director”). The Independent Lead Director has specific responsibilities, which are set forth in the Company’s Corporate Governance Guidelines, including the right to convene the Board at any time. The Independent Lead Director chairs all executive sessions of the Board of Directors meetings and all Board meetings or portions of meetings where the Chairman is absent, including all executive sessions of non-management directors. The Independent Lead Director has access to any information he/she deems necessary to fulfill the roles and responsibilities of the position. He/she also consults with the CEO on business issues and approves the annual calendar and agendas for all meetings of the Board and its committees. Additionally, the Independent Lead Director consults with the CEO on matters of corporate governance and maintains close contact with the chairpersons of each standing Board committee. On March 5, 2015, the Board re-appointed Malcolm E. Everett III as Independent Lead Director.

The Company has an enterprise risk management program (“ERM program”) to identify risks across the Company, assess their likelihood and potential impact and develop and monitor strategies to manage them. The ERM program also encompasses crisis management and business continuity planning. The goal of the Company’s ERM program is to maintain a high level of awareness and control over the operational, financial, market, commercial, regulatory, reputational and strategic risks that could adversely affect achievement of the Company’s business objectives.

The ERM program is administered by the Company’s Risk Management Department under the leadership of the Company’s Chief Risk Officer (“CRO”). A critical component of the ERM program is the Company’s “risk management framework,” a set of best practices, procedures and systems for identifying, assessing and managing risks that includes a clear assignment of responsibilities for ongoing monitoring of risk mitigation controls and procedures. Although the CRO is responsible for maintaining and continually updating the

Company’s risk management framework, the Company’s policy is that risk management should be integrated into all management processes.

Central to the ERM program is a “risk appetite” process establishing and monitoring the Company’s tolerance for the major risks associated with achieving the Company’s strategic plan. The Company’s risk appetite, which is approved by the Board, is measured against Board-approved metrics quarterly and reported to the Finance and Risk Enterprise Committee. Each of the Company’s business units is responsible for operating within the risk appetite limits, addressing any deviation from those limits, monitoring risk appetite metrics and implementing and monitoring controls and procedures to mitigate identified risks. A risk management advisory committee composed of key employees from a cross section of the Company’s business units and functions and the Company’s internal audit staff also play important roles in identifying and assessing Piedmont’s risks or exposures.

The Board of Directors as a whole is responsible for overseeing and reviewing with management of the ERM program, including the actions taken to identify, assess and mitigate risks. The CRO or Chief Financial Officer makes a formal presentation each year to the full Board about the Risk Management Department’s annual enterprise-wide risk assessment. During that presentation, the full Board reviews the effectiveness of the ERM program, the elements of the risk management framework, emerging risks and specific risk mitigation strategies management has implemented. The CRO and other members of management also regularly update the Board on specific risks and mitigation strategies in the course of the Board’s review of the annual corporate capital and operating budgets, corporate strategy,

new business opportunities and other matters coming before the Board and its committees.

The Finance and Enterprise Risk Committee receives updates from the CRO on a quarterly basis and is responsible for reviewing Company-wide critical risks in light of the Company’s risk appetite. Each other Board committee is responsible for oversight of risks relevant to its area of responsibility and the steps management has taken to monitor and control such risks, and for communicating those risks to the Finance and Enterprise Risk Committee. The structure of risk oversight by the Board allows each director to be involved in risk oversight and allows the Board as a whole to understand how risk management is integrated into the Company’s operations and strategy.

Non-management director compensation is approved by the full Board based on recommendations by Hay Group, Inc., an affiliate of Korn Ferry (“Hay Group”), the Directors and Corporate Governance Committee’s consultant for director compensation. At the direction of the Directors and Corporate Governance Committee, Hay Group annually analyzes the competitive position of the Company’s director compensation program against the peer group used for executive compensation purposes (see “Compensation Discussion and Analysis—Market Benchmarking” on page 45 for information about the peer group). Total non-management director compensation is targeted at the median of peer group total director compensation.

Hay Group’s analysis in June 2014 showed that overall compensation for non-management directors was below the peer group average and median, though the meeting fee component was above the peer group average and median. Hay Group also found the practice of providing an initial stock grant of $15,500 no longer served the need for which it was put in place (to replace director retirement benefits). As a result, Hay Group recommended, and the Board of Directors approved, the following changes to the director compensation package for fiscal 2015 to achieve an overall compensation structure in line with the median of the peer group: reduction of per-meeting fees from $1,500 to $1,000; elimination of $15,500 initial stock grant; and increase of annual equity grant from $75,000 to $90,000.

The stock match described above is an important component of the director compensation package, better aligning directors’ interests with those of the Company’s shareholders. All amounts earned by directors as fees, retainers and grants in fiscal year 2015 were invested in Common Stock through cash contributions by the Company to the directors’ Dividend Reinvestment and Stock Purchase Plan accounts.

Two of the Company’s directors who served in fiscal 2015 (Mr. Everett and Mr. Harwell) are eligible to receive retirement benefits pursuant to a Director Retirement Benefits Agreement, which applies to non-employee directors first elected to the Board on or before August 20, 2003. These retirement benefits will be payable to those directors upon retirement from the Board if at the time of retirement the director is age 72 (the Company’s mandatory director retirement age) or has served on the Board at least ten continuous years. The annual retirement benefit, paid in monthly installments, is equal to the annual cash retainer in

effect at the time of the director’s retirement and is paid for the life of the director. Should such a director die before receiving the benefit for ten years, the retirement benefit would be paid to the director’s designated beneficiaries for the remaining portion of the ten-year period. In fiscal 2015, Mr. Harwell retired and began receiving the annual retirement benefit. Mr. Everett is also eligible to receive change-in-control benefits under the Director Retirement Benefits Agreement, pursuant to which in the event of a Change in Control (as defined in the agreement) during his tenure, he is entitled to receive a lump sum cash amount equal to 150% of the net present value of the retirement benefits he would have received had he retired on the date immediately preceding the Change in Control. The closing of the Duke Merger would constitute a Change in Control under the Director Retirement Benefits Agreement, and the lump sum change-in-control benefit payable to Mr. Everett, assuming a November 1, 2016 closing date, is estimated to be $875,829.

The Board strongly advocates director stock ownership as a means to better align director interests with those of shareholders. The Board has adopted director stock ownership guidelines that require all directors to own Common Stock with a market value of at least ten times their annual cash retainer (exclusive of the 25% stock match) within five years after their election as a director. All directors have exceeded this

level as of January 11, 2016, as shown below, other than Mr. Pashley, who became a director effective September 2, 2015, Mr. Garfield, who became a director effective June 5, 2015, and Ms. Sanford, who became a director effective July 1, 2014. See “Security Ownership of Management and Certain Beneficial Owners” on page 39 for details about each director’s stock ownership as of January 11, 2016.

Under the Company’s Insider Trading Policy, no employee or member of the Board of Directors is permitted to engage in transactions in financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities, or other speculative transactions involving Company securities such as short sales. Members of management who are eligible for Long-Term Incentive Plan awards and members of the Board of Directors are also prohibited from pledging Company securities as collateral with a limited exception that balances the need to avoid transactions that are misaligned with the best interests of shareholders with personal financial planning needs.

This exception allows pledges of securities only in an amount that is in excess of the sum of (x) the individual’s targeted share ownership requirement, plus (y) 25% of that amount, and only upon prior written consent of the Chief Compliance Officer and the Chief Administrative Officer (or in the case of a Board member, the Directors and Corporate Governance Committee) as well as a certification by that individual as to his or her financial capacity to repay the loan without selling the pledged securities. In fiscal 2015, no person covered by the pledging restriction pledged any Company securities.

The Company maintains a policy that non-management directors generally may not serve on more than three boards of directors of other publicly traded companies (in addition to that of the Company). If a director seeks to serve on more than three such boards, the director must obtain the approval of the Directors and Corporate Governance Committee. Members of the Audit Committee generally must not serve on more than two publicly traded company audit committees simultaneously (including that of the Company). If a director seeks to serve on more than two publicly traded company audit committees, the

director must obtain approval from the Directors and Corporate Governance Committee. If the CEO seeks to serve on the boards of more than two other publicly traded companies (in addition to the Board of the Company), the CEO must obtain approval from the Directors and Corporate Governance Committee. At its discretion, the Directors and Corporate Governance Committee may refer the request for approval of additional Board service to the full Board of Directors. All directors are in compliance with this policy.

The Board has adopted a policy that requires a director to offer his or her resignation in the event of any significant change in personal or professional circumstances that would reasonably cause a re-examination of the director’s continued membership on the Board. Changes that might necessitate an offer of resignation may include such events as retirement or a change in principal job responsibilities, permanent residence relocation to a community different than that at the time of election or other significant situation. A director who experiences a significant change in personal or professional circumstances will not necessarily be removed from the Board, but the Board will have an opportunity to re-examine the director’s continued Board membership under the circumstances. Following a recommendation by the Directors and Corporate Governance Committee to the Board as to whether an offer of resignation should be accepted or rejected, the Board (excluding the subject director) votes to either accept or reject the letter of resignation, with the status of the director being decided by majority vote. In 2015, the Directors and Corporate Governance Committee and the full Board rejected the offer of resignation from Mr. Tarwater, who announced his retirement in 2016 from his position as Chief Executive Officer of Carolinas HealthCare System.

In addition, the Board has adopted a policy that requires a director to offer his or her resignation in the event he or she receives more “Withhold” votes than “For” votes in an uncontested election. Once tendered, the Directors and Corporate Governance Committee must make a recommendation to the Board as to whether to accept the tendered resignation or take another action, which may include:

The Board (excluding the subject director) would then decide on the appropriate course of action as soon as practicable, but in no event later than 120 days following the certification of the shareholder vote. The Directors and Corporate Governance Committee and the Board would base their decisions on the best interests of the Company and its shareholders, considering such relevant factors as:

The Company would publicly disclose the Board’s decision within 150 days after the results of the election are certified.

The Board appreciates being informed by the shareholders it represents. Any shareholder can contact the Board of Directors, any member of the Board of Directors, including the Independent Lead Director, by writing to them in care of the Company at 4720 Piedmont Row Drive, Charlotte North Carolina 28210, or by sending a written communication to the Corporate Secretary at that address. The Board, through Company management, proactively seeks feedback from its largest investors through its outreach program. Through this program the Company invites its largest institutional shareholders, representing almost 30% of the Company’s outstanding shares, to discuss executive compensation and corporate governance, as well and any other matter of interest to the investor. In 2015, the investor feedback expressed general satisfaction with the Company’s compensation and corporate governance practices, though general disapproval of supermajority voting thresholds continues to be expressed. The Company submitted proposals to reduce the supermajority voting thresholds in its Restated Articles of Incorporation and

Amended and Restated Bylaws in 2012 and 2014, and in both instances the proposals failed to receive the requisite shareholder approval. The Board considers each year whether to re-propose this and other shareholder-rights changes requiring supermajority shareholder approval (such as declassification of the Board), and has determined not to do so this year in light of the pending Duke Merger.

The investor engagement program provides shareholders who have a large investment in the Company with a direct method to learn more about its governance and compensation practices and for the Company and the Board to better understand investors’ perspectives. This informed dialogue leads to better corporate governance with a goal to protect and enhance value for all shareholders. Of course, the Company does not selectively disclose any material, non-public information to shareholders in the engagement program.

Sound corporate governance practices are an important part of the Company’s foundation and tradition. The Company’s Corporate Governance Guidelines address such matters as director and Board responsibilities and functions.

The Company has also adopted a Code of Ethics and Business Conduct that applies to the Board of Directors, officers and all Company employees. The Code of Ethics and Business Conduct serves as the code of ethics for the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions) as described in Item 406(b) of Regulation S-K of the SEC. In satisfaction of the disclosure requirements of Item 5.05 of the SEC’s Current Report on Form 8-K, if the Company amends or grants a waiver, including an

implicit waiver, from any provision of the Code of Ethics and Business Conduct applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions) that relate to any element enumerated in Item 406(b), the Company will disclose the amendment or waiver on the “For Investors—Corporate Governance” section of the Company’s website at www.piedmontng.com within four business days after the amendment or waiver.

The Corporate Governance Guidelines and Code of Ethics and Business Conduct can be found on the Company’s website (www.piedmontng.com) in the “For Investors—Corporate Governance” section. Information contained on the Company’s website is not part of or incorporated by reference into this Proxy Statement.

The Audit Committee operates pursuant to a written charter that is available as part of the Corporate Governance Guidelines on the “For Investors—Corporate Governance” section of the Company’s website at www.piedmontng.com. The Audit Committee is comprised of five independent directors, all of whom the Board of Directors determined to be financially literate and two of whom the Board of Directors determined to be audit committee financial experts.

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities by reviewing the audit process, the financial information that will be provided to shareholders and others, and the systems of internal control over financial reporting that management has established. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm (“Independent Auditor”). In performing these responsibilities, the Audit Committee:

The Audit Committee is also responsible for oversight of the internal audit function, of compliance with the Company’s Code of Business Conduct and Ethics, of legal and regulatory matters that may have an impact on the Company’s financial statements, and of management of risk relating to areas for which the Committee has oversight responsibility.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for maintaining appropriate accounting and financial reporting policies and practices, and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Deloitte & Touche LLP, the Independent Auditor appointed by the Audit Committee for the fiscal year ended October 31, 2015, is responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting.

The Audit Committee reviewed and discussed with management and Deloitte & Touche LLP the audited financial statements for the fiscal year ended October 31, 2015, and Deloitte & Touche LLP’s evaluation of the Company’s internal control over financial reporting. The Audit Committee has discussed with Deloitte & Touche LLP the matters that are required to be discussed under the applicable Public Company Accounting Oversight Board standards. In addition, the Audit Committee has discussed various matters with Deloitte & Touche LLP related to the Company’s consolidated financial statements, including critical accounting policies and practices, critical accounting estimates, internal control-related matters and areas of risk identified by Deloitte & Touche LLP.

The Audit Committee has also received and reviewed written disclosures and a letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence from the Company and the Company’s management. In addition, the Audit Committee has received written material addressing Deloitte & Touche LLP’s internal quality control procedures and other matters, as required by the New York Stock Exchange Listing Standards. The Audit Committee understands the need for Deloitte & Touche LLP to maintain objectivity and independence in its audit of the Company’s financial reporting and seeks to limit non-audit fee spending to a level that keeps the core relationship with Deloitte & Touche LLP focused on the audit of the financial statements and internal controls.

Based on the review and discussions above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended October 31, 2015 be included in the Company’s 2015 Annual Report on Form 10-K. This report is provided by the following independent directors, who constitute the committee.

Vicki McElreath, Chair

E. James Burton

Frank B. Holding, Jr.

Thomas M. Pashley

Minor M. Shaw

January 22, 2016

The Board of Directors recommends a vote FOR this proposal.

The Board of Directors concurs with the reappointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2015. Deloitte & Touche LLP has served as the Company’s independent auditors since 1951. Although not required to submit the appointment to the shareholders for ratification, the Board believes it is

desirable that an expression of shareholder opinion be solicited and recommends the ratification. If the shareholders do not ratify this appointment, the Audit Committee will consider whether to engage another independent registered public accounting firm.

Deloitte & Touche LLP representatives are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The executive officers of the Company and their business experience during the past five years are listed below. Executive officers are appointed to serve until the next annual meeting of the Board of Directors or until their successors are appointed.

Thomas E. Skains—Age 59. Chairman of the Board, President and Chief Executive Officer. Mr. Skains became Chairman of the Board in December 2003 and has been President since February 2002 and Chief Executive Officer since February 2003. Mr. Skains has announced that he will retire from the Company upon closing of the Duke Merger. Duke Energy has announced that Mr. Skains has been designated to join the Duke Energy Board of Directors upon consummation of the Duke Merger.

Victor M. Gaglio—Age 59. Senior Vice President and Chief Utility Operations Officer. Mr. Gaglio was appointed to this position in February 2012, when he joined the Company. Mr. Gaglio previously served as Senior Vice President of Operations for NiSource Gas Transmission and Storage from 2005, where he was responsible for Field Operations and Maintenance, Storage, Land Services, and Health, Safety and Environmental programs.

Jane R. Lewis-Raymond—Age 49. Senior Vice President and Chief Legal, Compliance and External Relations Officer. Ms. Lewis Raymond was appointed to this position in March 2014. Prior to this appointment, Ms. Lewis-Raymond served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance and Community Affairs Officer since 2011. She previously served as Vice President, General Counsel, Corporate Secretary and Chief Ethics and Compliance Officer since joining the Company in April 2006. Prior to joining the Company, Ms. Lewis-Raymond held varying positions of increasing responsibility at the American Gas Association over an 11-year period, most recently as Vice President of Regulatory Affairs.

Karl W. Newlin—Age 47. Senior Vice President and Chief Financial Officer. Mr. Newlin was appointed to this position in November 2011. Prior to this appointment, he served as Senior Vice President-Corporate Planning and Business Development since joining the Company in May 2010. Mr. Newlin previously served as Managing Director, Investment Banking with Merrill Lynch & Co. in New York and Los Angeles since 2007, where he advised energy and utility companies in corporate financing and strategic business transactions.

Kevin M. O’Hara—Age 57. Senior Vice President and Chief Administrative Officer. Mr. O’Hara was appointed to this position in August 2011. Prior to this appointment, Mr. O’Hara was Senior Vice President-Corporate and Community Affairs since April 2006.

Franklin H. Yoho—Age 56. Senior Vice President and Chief Commercial Officer. Mr. Yoho was appointed to this position in August 2011. Prior to this appointment, he served as Senior Vice President–Commercial Operations since March 2002. Duke Energy has designated Mr. Yoho to lead its natural gas operations upon consummation of the Duke Merger.

Bruce P. Barkley—Age 53. Vice President-Regulatory Affairs, Rates and Gas Cost Accounting. Mr. Barkley was appointed to this position in August 2015. Prior to this appointment, he served as Manager-Regulatory Affairs for Duke Energy since 2012, and Manager – Fuel Forecasting and Regulatory Support for Progress Energy from 2005 to 2012.

Keith P. Maust—Age 61. Vice President-Gas Supply and Pipeline Services. Mr. Maust was appointed to this position in September 2013. Prior to this appointment Mr. Maust was Managing Director of Gas Supply/Wholesale Marketing/Scheduling since 2006.

Judy Z. Mayo—Age 51. Vice President, Corporate Secretary and Deputy General Counsel. Ms. Mayo was appointed to this position in March 2014. Prior to this appointment, Ms. Mayo served as Managing Director-Deputy General Counsel and Assistant Corporate Secretary since joining the Company in September 2006.

Bradly A. Merlie—Age 56. Vice President-Information Services. Mr. Merlie was appointed to this position in July 2010. Prior to this appointment, Mr. Merlie was Managing Director-Engineering and Operations Services from July 2008, Managing Director-Operations Systems from November 2007 and Director-LNG (liquefied natural gas) Services from July 2007.

Rodney W. Myers—Age 49. Vice President-Engineering and Operations Services. Mr. Myers was appointed to this position in August 2011. Prior to this appointment, Mr. Myers served as Managing Director-Engineering and Operations Services from August 2010 to August 2011, Regional Executive from November 2009 to August 2010 and Managing Director of LNG storage projects from June 2008 to November 2009.

Robert O. Pritchard—Age 63. Vice President-Treasurer and Chief Risk Officer. Mr. Pritchard was appointed to this position in July 2006.

Jose M. Simon—Age 63. Vice President and Controller. Mr. Simon is a Certified Public Accountant and was appointed to this position in July 2006.

Kenneth T. Valentine—Age 58. Vice President-Business Development and Technology Services. Mr. Valentine was appointed to this position in November 2009. Prior to this appointment, Mr. Valentine was Managing Director-Planning and Project Management since July 2006.

William C. Williams—Age 52. Vice President-Sales and Delivery Services. Mr. Williams was appointed to this position in November 2009. Prior to this appointment, Mr. Williams was Managing Director-Transportation and Major Account Service since June 2006.

Brian C. Woody—Age 43. Vice President-Customer Experience. Mr. Woody was appointed to this position in November 2014. Prior to this appointment, Mr. Woody served as Managing Director—Field Customer Service since August 2011, Director of Contact Center Operations from October 2010 to July 2011 and a Manager of Utility Operations from July 2006 to October 2010.

The Board of Directors recommends a vote FOR approval of this resolution.

We encourage you to review the complete description of the Company’s executive compensation programs provided in the “Executive Compensation” section of this Proxy Statement, including the “Compensation Discussion and Analysis” and the “Executive Officer Compensation Disclosure Tables” sections.

As discussed in “Executive Compensation—Compensation Discussion and Analysis” below, the compensation programs for the Company’s NEOs (who are the officers listed in the Summary Compensation Table in “Executive Compensation—Executive Officer Compensation Disclosure Tables”) are designed to support the Company’s objectives of attracting, motivating and retaining a high-quality executive team that will enable the Company to accomplish its overall business mission and objectives. The program is based on the following Board-approved executive compensation principles:

As required by Section 14A of the Exchange Act, our shareholders will have the opportunity at the Annual Meeting to endorse or not endorse the compensation of our NEOs through a non-binding vote (commonly known as a “say-on-pay” vote) on the following resolution:

RESOLVED, that the compensation of the named executive officers of the Company, as disclosed pursuant to Securities and Exchange Commission rules, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

Even though the result of the say-on-pay vote is non-binding, the Board of Directors and Compensation Committee value the opinions that shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions.

2015 Business Highlights

The Compensation Committee believes the strong connection between our compensation practices and the financial and operating success of the Company helped produce another year of solid performance and achievement for the Company as demonstrated by the following fiscal year 2015 business highlights:

We also demonstrated success in other areas of the Company:

2015 Executive Compensation Highlights

Piedmont’s executive compensation program establishes a strong connection between the incentive compensation opportunities for our executives and the business strategies and financial and operating success of the Company. As part of Piedmont’s strategic planning process, the Board of Directors has identified seven strategic directives to drive Piedmont’s long-term financial and operating success:

The financial performance metrics under our short- and long-term incentive compensation plans—annual earnings per share (EPS) performance, EPS growth, return on equity (ROE), and relative total shareholder return (TSR)—measure our progress in achieving the first two strategic directives. Our progress on the remaining five strategic directives is measured by the performance on non-financial metrics under our annual MVP Plan. These non-financial metrics are employee safety, customer loyalty, community involvement and employee wellness, which are described on page 49.

Our progress on these strategic directives is also measured through achievement by each NEO of specific business objectives. These objectives are included in his or her annual individual performance plan that determines merit increases in base salary. Metrics that measure an NEO’s success in demonstrating leadership competencies and the Company’s core values, which provide the foundation for successful execution of our strategic objectives, are also included in each NEO’s annual individual performance plan.

Based on their performance under the Company’s incentive plans, for the 2015 fiscal year the named executive officers earned:

The Company incurred significant expenses related to merger

negotiations at the end of fiscal 2015. This resulted in EPS performance below the threshold levels under the 2015 MVP and 2015 Short-Term Incentive Plan, which would result in no payout under these broad-based employee incentive plans, as well as EPS growth performance below the threshold level under the EPS growth component of the 2015 Long-Term Incentive Plan, which would also result in no payout under that component. The Merger Agreement permitted the exclusion of merger-related expenses from measurement of performance goals under the Company’s performance-based plans. Because EPS performance was tracking at target performance level prior to merger negotiations and continued at target level through the end of fiscal 2015 but for merger-related expenses, the Compensation Committee exercised its discretion to exclude $11 million of after-tax merger-related expenses from the calculation of the EPS performance measures under the Company’s incentive compensation plans, to arrive at an adjusted EPS for compensation purposes of $1.87.

Upon the effectiveness of the Duke Merger:

See “Executive Compensation — Compensation Discussion and Analysis – Treatment of Compensation Plans upon Effectiveness of Merger” beginning on page 56 for more information.

At the 2015 annual meeting of shareholders, the Company’s executive compensation program was approved on an advisory basis by approximately 97% of the votes cast. Outreach with our institutional investors in 2015 highlighted the importance placed on the link between strategy and compensation and the need for continued clarity and transparency on compensation program components, but no changes to the existing executive compensation program were requested. The Compensation Committee is firmly committed to pay for

performance – providing the Company’s executives with compensation opportunities that are tied to Company performance, shareholder value creation and competitive market practices.

At the Special Meeting of Shareholders held on January 22, 2016, Piedmont’s shareholders approved on an advisory basis the compensation that may be paid or may become payable to the NEOs in connection with, or following, the consummation of the Duke Merger.

The Company’s executive compensation program is designed to support the Company’s objectives of attracting, motivating and retaining a high-quality executive team that will enable the Company to accomplish its overall business mission and objectives. The program is based on the following Board-approved executive compensation principles:

A significant portion of the annual compensation of our NEOs is at-risk and varies with annual business performance. At-risk compensation is

based on the Company’s financial results relative to pre-established targets and formulas for calculating payouts. The Compensation Committee and the Board of Directors exercised discretion on 2015 EPS performance by excluding merger-related costs..

The compensation earned by the Company’s NEOs is intended to reflect each executive’s experience and expertise, functional responsibilities and individual performance as well as the overall performance of the Company. Consistent with the Company’s high-performance culture, the executives’ at-risk, performance-based compensation increases as their responsibility and ability to impact Company results increases. The long-term incentive compensation opportunities, as a percentage of base salary, are greater than the short-term incentive compensation opportunities, in order to encourage longer term, strategic action by the executives.

A secondary objective of the executive compensation program, achieved through equity grants and stock ownership guidelines, is to promote stock ownership by the NEOs to further align their interests with those of the Company’s shareholders and mitigate compensation risk.

The Compensation Committee has the sole authority to retain and terminate consulting firms to assist in the evaluation of executive compensation and to approve the fees of such consultants. The Compensation Committee engaged Hay Group, Inc., an affliate of Korn Ferry (“Hay Group”), as its independent compensation consultant for fiscal year 2015. In fiscal year 2015, Hay Group advised the Compensation Committee on the following matters:

Each year, the Compensation Committee reviews the performance and level of service provided by Hay Group, as well as related fees. The Compensation Committee also reviews Hay Group’s independence annually, in accordance with the consultant independence factors in the New York Stock Exchange listing requirements. In fiscal year 2015, Hay Group also provided the Directors and Corporate Governance Committee with an analysis of the competitive position of the Company’s director compensation program and provided general compensation consulting services to the Company related to compensation practice consulting, compensation survey data and job evaluation services. The Compensation Committee has assessed the independence of Hay Group pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Hay Group from independently advising the Compensation Committee.

The Compensation Committee uses data from two sources as reference points to ensure that the Company’s executive compensation program offers competitive total compensation opportunities and reflects best practices in compensation plan design. These two sources are a benchmark peer group of publicly traded companies engaged in the natural gas distribution and/or transmission business (“Peer Group”) and compensation survey data from a broad cross-section of industrial companies in the United States.

The Compensation Committee reviews and selects the Peer Group companies on an annual basis after considering the following criteria:

When possible, the Compensation Committee has included peer companies that meet all of the above-stated criteria. However, to ensure that the Company’s peer group is large enough for proper benchmarking, it has included some companies that meet a majority, but not all, of the criteria, and are appropriately comparable to the Company.

In December 2014, the Compensation Committee approved the inclusion of ONE Gas, Inc. in the Company’s peer group beginning in fiscal year 2015. ONE Gas, Inc. is a publicly traded natural gas

distribution company that was separated from ONEOK, Inc. during 2014, and meets a majority of the Company’s peer group criteria.

In July 2015, NiSource completed its separation into two publicly traded companies, Columbia Pipeline Group, which is a natural gas pipeline, midstream and storage company with a master limited partnership structure, and NiSource, which is a fully regulated natural gas and electric utility company operating in multiple states. As a result, NiSource continues to meet a majority of the Company’s peer group criteria.