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): March 6, 2020
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| | Registrant, State or Other Jurisdiction of Incorporation or Organization | |
| Commission file number | Address of Principal Executive Offices, Zip Code and Telephone Number | I.R.S. Employer Identification No. |
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| 1-31447 | CenterPoint Energy, Inc. | 74-0694415 |
| | (a Texas corporation) | |
| | 1111 Louisiana | |
| | Houston | Texas | 77002 | |
| | (713) | 207-1111 | | |
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| 1-3187 | CenterPoint Energy Houston Electric, LLC | 22-3865106 |
| | (a Texas limited liability company) | |
| | 1111 Louisiana | |
| | Houston | Texas | 77002 | |
| | (713) | 207-1111 | | |
| | | | | |
| 1-13265 | CenterPoint Energy Resources Corp. | 76-0511406 |
| | (a Delaware corporation) | |
| | 1111 Louisiana | |
| | Houston | Texas | 77002 | |
| | (713) | 207-1111 | | |
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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))
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| 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 |
| Chicago Stock Exchange, Inc. |
| Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par value | CNP/PB | The New York Stock Exchange |
| 9.15% First Mortgage Bonds due 2021 | n/a | The New York Stock Exchange |
| 6.95% General Mortgage Bonds due 2033 | n/a | The New York Stock Exchange |
| 6.625% Senior Notes due 2037 | n/a | The New York Stock Exchange |
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. o
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the previously disclosed departure of Scott M. Prochazka from his officer and director positions at CenterPoint Energy, Inc. (the “Company”) and affiliated entities, the Company has entered into a separation and release agreement between the Company and Mr. Prochazka (the “Separation Agreement”), dated March 6, 2020, specifying the terms of Mr. Prochazka’s termination of service with the Company. Under the terms of the Agreement, in exchange for executing a release of claims against the Company, Mr. Prochazka will receive (i) a lump sum cash payment of $7,348,584, (ii) full vesting of his outstanding 2017, 2018 and 2019 stock awards, including dividend equivalents, of 54,115 shares payable in 2020, 61,515 shares payable in 2021 and 57,227 shares payable in 2022, respectively, and (iii) continued vesting of his 2018 and 2019 performance share unit awards, including dividend equivalents, of 143,535 target shares payable in 2021 and 133,529 target shares payable in 2022, respectively, in each case, subject to achievement of the relevant performance metrics. Additionally, Mr. Prochazka is eligible for 18 months of COBRA at active employee rates, and, until December 31, 2020, he will continue to receive financial planning services, which are available to the Company’s senior executive officers.
The foregoing summary of the Separation Agreement is qualified by reference to the Separation Agreement, which is filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT NUMBER | EXHIBIT DESCRIPTION |
| 10.1 | |
| 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.
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| | CENTERPOINT ENERGY, INC. |
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| Date: March 9, 2020 | By: | /s/ Jason M. Ryan |
| | | Jason M. Ryan |
| | | Senior Vice President and General Counsel |
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.
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| | CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC |
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| Date: March 9, 2020 | By: | /s/ Jason M. Ryan |
| | | Jason M. Ryan |
| | | Senior Vice President and General Counsel |
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.
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| | CENTERPOINT ENERGY RESOURCES CORP. |
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| Date: March 9, 2020 | By: | /s/ Jason M. Ryan |
| | | Jason M. Ryan |
| | | Senior Vice President and General Counsel |
