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CenterPoint Energy (CNP) investors approve charter changes, pay plan and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CenterPoint Energy, Inc. reported results of its April 16, 2026 annual shareholder meeting. Shareholders approved an Amended and Restated Certificate of Formation providing limited officer exculpation and other immaterial updates, with 350,941,668 votes for and 226,756,692 against.

All 11 director nominees were elected for one-year terms, each receiving more votes for than against. Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 583,705,874 votes for and 24,898,018 against.

Shareholders also approved the advisory resolution on executive compensation with 560,193,091 votes for and 17,843,668 against. The amended charter was filed with the Texas Secretary of State on April 16, 2026 and became effective that day.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Officer exculpation amendment support 350,941,668 votes for Approval of Amended and Restated Certificate of Formation (Item 4)
Officer exculpation amendment opposition 226,756,692 votes against Approval of Amended and Restated Certificate of Formation (Item 4)
Auditor ratification support 583,705,874 votes for Ratification of Deloitte & Touche LLP as 2026 auditor (Item 2)
Say-on-pay support 560,193,091 votes for Advisory vote on executive compensation (Item 3)
Say-on-pay opposition 17,843,668 votes against Advisory vote on executive compensation (Item 3)
Example director vote – Jason P. Wells 567,303,624 votes for Election of directors (Item 1)
Broker non-votes on most items 28,748,867 broker non-votes Items 1, 3, and 4 vote results
limited officer exculpation regulatory
"to provide for limited officer exculpation, as permitted by Texas law"
Amended and Restated Certificate of Formation regulatory
"as amended and restated, the “Amended and Restated Certificate of Formation”"
independent registered public accounting firm financial
"the independent registered public accounting firm for CenterPoint Energy for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"as well as the number of abstentions and broker non-votes as to such matters"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on executive compensation financial
"The advisory resolution on executive compensation was approved"
2026 Proxy Statement regulatory
"described in detail in the 2026 Proxy Statement"
Understanding 8-K Material Events →
false --12-31 0001130310 0001130310 2026-04-16 2026-04-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What key governance change did CenterPoint Energy (CNP) shareholders approve?

Shareholders approved an Amended and Restated Certificate of Formation providing limited officer exculpation and other immaterial updates. This charter amendment was recommended by the Board and became effective when filed with the Texas Secretary of State on April 16, 2026.

Which board proposals passed at CenterPoint Energy (CNP)’s 2026 annual meeting?

All major proposals passed: 11 directors were elected for one-year terms, Deloitte & Touche LLP was ratified as 2026 auditor, the advisory vote on executive compensation was approved, and the amended certificate of formation with officer exculpation received shareholder approval.

How did CenterPoint Energy (CNP) shareholders vote on executive compensation?

Shareholders approved the advisory resolution on executive compensation, with 560,193,091 votes for, 17,843,668 against, 2,310,483 abstentions, and 28,748,867 broker non-votes. This reflects broad, though not unanimous, support for the company’s pay programs.

Was Deloitte & Touche LLP reappointed as CenterPoint Energy (CNP)’s auditor?

Yes. Shareholders ratified Deloitte & Touche LLP as CenterPoint Energy’s independent registered public accounting firm for 2026, with 583,705,874 votes for, 24,898,018 against, and 492,217 abstentions, and no broker non-votes reported for this item.

Did CenterPoint Energy (CNP) shareholders support the officer exculpation charter amendment?

Yes, but with a notable opposition block. The amendment providing limited officer exculpation received 350,941,668 votes for, 226,756,692 against, 2,648,882 abstentions, and 28,748,867 broker non-votes, indicating majority approval with significant dissent.

Who were some of the directors elected at CenterPoint Energy (CNP)’s 2026 meeting?

Shareholders elected 11 directors, including Jason P. Wells, Barbara J. Duganier, Laurie L. Fitch, and Michael A. "Casey" Herman. Each nominee received more votes for than against and will serve a one-year term expiring at the 2027 annual meeting.

Filing Exhibits & Attachments

4 documents

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