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 22, 2022
CENTERPOINT ENERGY , INC.
(Exact name of registrant as specified in its charter)
_______________________________
Texas | 1-31447 | 76-0694415 | |||||||||||||||
(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 | ||||||
Chicago Stock Exchange, Inc. |
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
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2022 Annual Meeting of Shareholders of CenterPoint Energy, Inc. ("CenterPoint Energy"), which was held on April 22, 2022 (the "2022 Annual Meeting"), CenterPoint Energy's shareholders approved the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan (the "2022 Plan"). The 2022 Plan was previously approved, subject to shareholder approval, by the Board of Directors of CenterPoint Energy (the "Board").
A summary of the material terms and conditions of the 2022 Plan and awards thereunder is included in CenterPoint Energy's definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2022 (the "Proxy Statement") under "Item 4: Approval of Adoption of CenterPoint Energy, Inc. 2022 Long Term Incentive Plan," which section is incorporated herein by reference. The preceding summary is qualified in its entirety by, and should be read in conjunction with, the 2022 Plan, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference. The forms of the award agreements under the 2022 Plan are included as Exhibits 10.2 through 10.8 hereto and incorporated by reference herein.
On April 22, 2022, the Board approved the Second Amendment (the "Amendment") to the CenterPoint Energy 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2009) (the "Deferred Compensation Plan") to freeze the Deferred Compensation Plan such that no additional deferrals of compensation may be made under such plan on or after January 1, 2023, including from any bonus otherwise payable on or after the date.
The descriptions of the Deferred Compensation Plan and the Amendment are qualified in their entirety by reference to the full text of the Deferred Compensation Plan and the Amendment, which are included as Exhibits 10.9, 10.10 and 10.11, respectively, hereto and incorporated by reference herein.
As previously disclosed by CenterPoint Energy in its Current Report on Form 8-K filed with the SEC on December 13, 2021, Kenneth M. Mercado, former Executive Vice President, Electric Utility, stepped down from his positions with CenterPoint Energy and its affiliated entities effective January 1, 2022. Mr. Mercado agreed to remain with CenterPoint Energy through the second quarter of 2022 to support the transition of his responsibilities. Mr. Mercado has informed CenterPoint Energy that he will retire on July 5, 2022. In connection with his retirement, Mr. Mercado is "retirement eligible" and will qualify for "enhanced retirement" under CenterPoint Energy's long term incentive plan if he satisfies the requirements set forth in the applicable award agreements prior to his retirement, which are included as exhibits 10(p)(2), 10(p)(5) and 10(p)(12) to CenterPoint Energy's Annual Report on Form 10-K for the year ended December 31, 2021.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 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 Proxy Statement. The voting results for each matter are set out below.
Election of Directors (Item 1)
Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Wendy Montoya Cloonan | 449,904,352 | 68,554,289 | 700,258 | 36,777,397 | ||||||||||||||||||||||
Earl M. Cummings | 431,076,469 | 87,122,663 | 959,767 | 36,777,397 | ||||||||||||||||||||||
Christopher H. Franklin | 516,129,182 | 2,159,152 | 870,565 | 36,777,397 | ||||||||||||||||||||||
David J. Lesar | 515,648,004 | 2,731,897 | 778,998 | 36,777,397 | ||||||||||||||||||||||
Raquelle W. Lewis | 514,006,163 | 4,434,489 | 718,247 | 36,777,397 | ||||||||||||||||||||||
Martin H. Nesbitt | 511,960,533 | 6,183,651 | 1,014,715 | 36,777,397 | ||||||||||||||||||||||
Theodore F. Pound | 401,989,344 | 116,399,700 | 769,855 | 36,777,397 | ||||||||||||||||||||||
Phillip R. Smith | 508,346,841 | 10,035,664 | 776,394 | 36,777,397 | ||||||||||||||||||||||
Barry T. Smitherman | 505,551,578 | 12,784,545 | 822,776 | 36,777,397 |
Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2)
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
528,531,171 | 26,736,809 | 668,316 | — |
Advisory Vote on Executive Compensation (Item 3)
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
114,856,702 | 402,992,832 | 1,309,365 | 36,777,397 |
Approval of the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan (Item 4)
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
476,822,394 | 41,177,142 | 1,159,363 | 36,777,397 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT NUMBER | EXHIBIT DESCRIPTION | |||||||
10.1 | ||||||||
10.2 | ||||||||
10.3 | ||||||||
10.4 | ||||||||
10.5 | ||||||||
10.6 | ||||||||
10.7 | ||||||||
10.8 | ||||||||
10.9 | ||||||||
10.10 | ||||||||
10.11 | ||||||||
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 25, 2022 | By: | /s/ Monica Karuturi | ||||||
Monica Karuturi | ||||||||
Executive Vice President and General Counsel |