CenterPoint Energy (CNP) combines CEO and Chair roles, adds Lead Director

Rhea-AI Filing Summary

CenterPoint Energy, Inc. reported board-level leadership changes focused on its long-term strategy. The Board unanimously appointed Chief Executive Officer and President Jason P. Wells to also serve as Chair of the Board, effective immediately. The Board cited his deep knowledge of the business, utility industry experience, relationships with key stakeholders, and his ability to lead as the Company pursues its new 10-year $65 billion capital plan.

The Board also unanimously approved creating a new Lead Director role, and the independent directors unanimously appointed independent director Christopher H. Franklin to that position, effective immediately. Mr. Franklin was chosen for his significant leadership background in the utility industry, extensive public company and board experience, and strong communication skills.

Insights

Corporate governance analyst

CenterPoint combines CEO and Chair roles while adding an independent Lead Director.

The Board of CenterPoint Energy has elevated CEO and President Jason P. Wells to also serve as Chair, concentrating leadership as the company advances a 10-year $65 billion capital plan. The Board emphasizes his utility industry experience, stakeholder relationships, and strategic focus as key reasons for this consolidation of roles.

At the same time, the Board created a Lead Director position and appointed independent director Christopher H. Franklin, highlighting his prior public utility CEO experience and communication skills. This structure blends combined CEO/Chair leadership with an independent counterweight, whose duties are defined in amended Corporate Governance Guidelines.

Overall, this is a governance design change rather than a direct financial event. Its practical impact will depend on how the Chair and Lead Director share responsibilities as the long-term capital program progresses, and future company disclosures may further describe how this framework operates in practice.

CENTERPOINT ENERGY INCfalse0001130310Common Stock, $0.01 par valueCNP00011303102025-10-082025-10-080001130310cnp:NewYorkStockExchangeMemberus-gaap:CommonStockMember2025-10-082025-10-080001130310cnp:ChicagoStockExchangeMemberus-gaap:CommonStockMember2025-10-082025-10-08

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): October 8, 2025

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. o

Item 7.01.     Regulation FD Disclosure.

On October 8, 2025, upon the recommendation of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company”), the Board approved certain changes to its leadership structure that the Board believes to be in the best interests of the Company and its shareholders at this time.

Upon the unanimous recommendation of the Committee, the Board unanimously appointed Jason P. Wells, Chief Executive Officer and President of the Company, to serve as Chair of the Board, effective immediately. Mr. Wells has served as a director on the Board since January 5, 2024. The Board appointed Mr. Wells to serve as Chair of the Board to, among other things, leverage his deep knowledge of the Company’s business and experience in the utility industry, strong relationships with key Company stakeholders, focus on energy priorities important to the Company’s customer base and the communities it serves, and ability to lead the Board and management as the Company embarks on its long-term strategy, including executing its new 10-year $65 billion capital plan.

In addition, upon the unanimous recommendation of the Committee, the Board unanimously approved the creation of a Lead Director of the Board position and the independent directors of the Board unanimously appointed independent director Christopher H. Franklin to serve as the Lead Director, effective immediately. The independent directors of the Board appointed Mr. Franklin to serve as the Lead Director of the Board due to, among other things, his significant leadership experience in the utility industry (including, but not limited to, serving as Chief Executive Officer of a public utility company), his extensive public company and board experience, and his strong communication skills. The duties of the Lead Director position are set forth in the Company’s amended Corporate Governance Guidelines, which are available on the Company’s website at https://investors.centerpointenergy.com/governance. Our website and the information contained on or connected to that site are not incorporated into this Current Report on Form 8-K.

The information set forth in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, as amended, nor shall it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.

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: October 9, 2025			By:			/s/ Monica Karuturi
						Monica Karuturi
						Executive Vice President and General Counsel

FAQ

What leadership changes did CenterPoint Energy (CNP) announce?

CenterPoint Energy announced that its Board unanimously appointed Jason P. Wells, the Company’s Chief Executive Officer and President, to also serve as Chair of the Board, effective immediately. The Board also created a new Lead Director role and the independent directors unanimously appointed Christopher H. Franklin, an independent director, to that position, effective immediately.

Why did CenterPoint Energy (CNP) appoint Jason P. Wells as Chair of the Board?

The Board appointed Jason P. Wells as Chair to leverage his deep knowledge of CenterPoint Energy’s business, his experience in the utility industry, his strong relationships with key stakeholders, and his ability to lead the Board and management. The Board also noted his role as the Company embarks on its long-term strategy, including executing a new 10-year $65 billion capital plan.

What is the new Lead Director role at CenterPoint Energy (CNP)?

CenterPoint Energy’s Board approved the creation of a Lead Director position and the independent directors appointed Christopher H. Franklin, an independent director, to serve in that role. His duties are described in the Company’s amended Corporate Governance Guidelines, which are available on the Company’s investor relations website.

Why was Christopher H. Franklin chosen as Lead Director at CenterPoint Energy (CNP)?

The independent directors selected Christopher H. Franklin as Lead Director due to his significant leadership experience in the utility industry, including serving as Chief Executive Officer of a public utility company, his extensive public company and board experience, and his strong communication skills.

How does the leadership change relate to CenterPoint Energy’s $65 billion capital plan?

The Board highlighted that appointing Jason P. Wells as Chair of the Board will help lead both the Board and management as CenterPoint Energy pursues its long-term strategy, which includes executing a new 10-year $65 billion capital plan. This capital plan was cited as part of the context for the leadership structure changes.

Is the information about CenterPoint Energy’s leadership changes considered filed or furnished?

The information provided under Item 7.01 is being furnished and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. It is also not incorporated by reference into any registration statement under the Securities Act of 1933.