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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 16, 2026

 

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-31447   74-0694415
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)        Identification No.)

 

1111 Louisiana  
Houston Texas 77002
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (713) 207-1111  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value CNP The New York Stock Exchange
    NYSE Texas

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the annual meeting of the shareholders of CenterPoint Energy, Inc. (“CenterPoint Energy”) held on April 16, 2026 (the "Annual Meeting"), upon the recommendation of the Board of Directors of CenterPoint Energy (the “Board”), the shareholders of CenterPoint Energy approved the amendment and restatement of CenterPoint Energy's Articles of Incorporation (as amended and restated, the “Amended and Restated Certificate of Formation”) to provide for limited officer exculpation, as permitted by Texas law, and make certain other immaterial updates.

 

CenterPoint Energy disclosed the proposed Amended and Restated Certificate of Formation in CenterPoint Energy's 2026 Proxy Statement filed with the Securities and Exchange Commission on March 4, 2026 (the “2026 Proxy Statement”) under “Item 4: Approval of CenterPoint Energy's Amended and Restated Certificate of Formation to Provide for Limited Officer Exculpation and Make Certain Other Immaterial Updates.” The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Certificate of Formation, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

 

On April 16, 2026, CenterPoint Energy filed the Amended and Restated Certificate of Formation with the Texas Secretary of State, and the Amended and Restated Certificate of Formation became effective on such date.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in the 2026 Proxy Statement.

 

Election of Directors (Item 1)

 

The following nominees for director were elected to serve one-year terms expiring at the 2027 annual meeting of shareholders, with the vote totals as set forth in the table below:

 

Nominee  For  Against  Abstentions  Broker Non-Votes
Wendy Montoya Cloonan  434,196,202  145,702,962  448,078  28,748,867
Barbara J. Duganier  567,504,417  12,404,980  437,845  28,748,867
Laurie L. Fitch  577,260,199  2,551,004  536,039  28,748,867
Christopher H. Franklin  497,292,612  82,541,647  512,983  28,748,867
Michael A. "Casey" Herman  578,799,937  1,071,242  476,063  28,748,867
Raquelle W. Lewis  571,198,706  8,688,580  459,956  28,748,867
Thaddeus J. Malik  499,101,078  80,757,662  488,502  28,748,867
Manuel B. Miranda  577,418,300  2,411,218  517,724  28,748,867
Theodore F. Pound  488,153,294  91,694,397  499,551  28,748,867
Dean L. Seavers  499,113,195  80,756,311  477,736  28,748,867
Jason P. Wells  567,303,624  12,532,879  510,739  28,748,867

 

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2)

 

The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for CenterPoint Energy for 2026 was ratified, with the vote totals as set forth in the table below:

 

For  Against  Abstentions  Broker Non-Votes
583,705,874  24,898,018  492,217 

 

 

 

 

Advisory Vote on Executive Compensation (Item 3)

 

The advisory resolution on executive compensation was approved, with the vote totals as set forth in the table below:

 

For  Against  Abstentions  Broker Non-Votes
560,193,091  17,843,668  2,310,483  28,748,867

 

Approval of CenterPoint Energy's Amended and Restated Certificate of Formation (Item 4)

 

CenterPoint Energy's Amended and Restated Certificate of Formation providing for limited officer exculpation and certain other immaterial updates was approved, with the vote totals as set forth in the table below:

 

For  Against  Abstentions  Broker Non-Votes
350,941,668  226,756,692  2,648,882  28,748,867

 

Item 9.01.Financial Statements and Exhibits.

 

  (d) Exhibits.

 

EXHIBIT
NUMBER
 
EXHIBIT DESCRIPTION
   
3.1 Amended and Restated Certificate of Formation of CenterPoint Energy, Inc.
   
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document  

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CENTERPOINT ENERGY, INC.
     
Date:  April 16, 2026 By: /s/ Monica Karuturi
    Monica Karuturi
    Executive Vice President and General Counsel

 

 

 


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