CENTERPOINT ENERGY INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

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CenterPoint Energy, Inc.

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Energy for

what matters most

Welcome to the CenterPoint Energy Annual Shareholder Meeting

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March 15, 2024

Dear Fellow Shareholders:

On behalf of the Board of Directors, we are pleased to invite you to attend our annual shareholder meeting to be held on April 26, 2024, at 9:00 a.m. central time in our auditorium located at 1111 Louisiana Street in Houston, Texas. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting and Proxy Statement.

At CenterPoint Energy, Inc. (CenterPoint Energy or the Company), we believe success is achieved when those we serve succeed. Over the last three-plus years, we have acted decisively to strengthen CenterPoint Energy’s financial condition and introduced one of the most tangible long-term growth strategies in our industry. Together with our diverse and experienced Board of Directors of CenterPoint Energy (the Board), we are maintaining our utility-focused strategy to further unlock the potential of the Company. We have performed with determination to address our immediate challenges and established a strategy to seize new opportunities and realize new levels of sustainable growth.

Reflections on 2023:

CEO and Executive Succession Management

One of the key responsibilities of the Board is overseeing executive succession management to ensure we have a qualified management team to execute the Company’s strategy and to support a smooth transition when organizational changes occur. In 2023, the Board continued to execute on its executive succession planning, announcing in January 2023 a new streamlined organizational structure for the Company. Further, in March 2023, the Board announced the appointment of Christopher Foster as Executive Vice President and Chief Financial Officer. In October 2023, the Board announced the retirement of Dave Lesar and the appointment of Jason Wells to President and Chief Executive Officer, both effective January 5, 2024. We know we speak for everyone here at CenterPoint Energy when we say a huge thank you to Dave for his leadership, vision, and mentorship over these past three-plus years. Under Jason’s leadership and with the full support of the Board, CenterPoint Energy remains focused on continuing to execute its long-term strategic plan.

Strategic Plan Execution

We are pleased to report that 2023 (the third year under CenterPoint Energy’s ten-year strategic plan) was another strong year for CenterPoint Energy. As is further described in the Compensation Discussion & Analysis of the Proxy Statement, the Company exceeded its non-GAAP Adjusted EPS growth rate target for 2023 and ranked in the top two of its peer group for total shareholder return for the three years ended December 31, 2023. Further, in September 2023, the Board approved a $0.01 per share increase in our dividend rate. This increase resulted in an annual dividend of $0.77 per share for 2023, which represents a $0.07 per share increase when compared to dividends paid on shares of our common stock in 2022.

Board Transition

Ensuring that our Board comprises directors who have a diversity of skills, experiences, and qualifications is critical to our Board’s ability to oversee the Company’s strategy and is vital to the Board’s oversight of the Company’s risk management. As a part of the Board’s ongoing refreshment process and in continued promotion of its independent Board governance structure, in February 2024, Phillip R. Smith was appointed as the new Independent Chair of the Board. Mr. Smith’s tenure on the Board and corresponding institutional knowledge of CenterPoint Energy will greatly assist the continued execution of our strategic plans while also supporting the ongoing transition of our newer Board members as well as ongoing support for our recent management transitions.

Also, the Board is excited to nominate our newest directors, Thaddeus J. Malik and Ricky A. Raven, to the Board. Both Messrs. Malik and Raven have extensive experience in public companies, legal, and regulatory affairs. In addition, the Board has nominated Ms. Barbara J. Duganier to join the Board. Ms. Duganier has extensive experience in finance, accounting, and public board governance. Ms. Duganier’s appointment also fulfills the Board’s commitment to appoint an additional gender diverse director.

Finally, we also would like to take this opportunity to thank Martin Nesbitt for his several years of service and valuable contributions to the Board. For further information on our nominees to the Board, please see Item 1. Election of Directors in the Proxy Statement.

Carbon Emissions Reductions Progress

In 2023, we continued to execute our generation transition plan and our carbon emissions reduction strategy. In April 2023, we announced our latest Integrated Resource Plan preferred portfolio, which includes further investment in renewable generation and a complete exit of operating coal generation by the end of 2027. As part of this goal to exit from coal-fired generation, in October 2023, we retired our A.B. Brown coal-fired units 1 & 2. We believe that it is important to continue on our carbon emissions reduction journey in a way that promotes reliability and resiliency while also seeking to provide a long-term, sustainable positive environmental impact for our customers, communities, and shareholders.

For more information about our accomplishments and opportunities, please read Jason’s letter in the Annual Report.

Finally, your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. You may vote on the internet; by telephone; or by completing, signing, dating, and returning a proxy card or voting instruction form.

Thank you for your investment and continued support of CenterPoint Energy.

Sincerely,