CENTERPOINT ENERGY INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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SCHEDULE 14A

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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 5, 2025

Dear Fellow Shareholders:

On behalf of the Board of Directors (Board), we are pleased to invite you to attend our annual shareholder meeting (Annual Meeting) to be held on April 16, 2025, at 8:30 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 understand there is no greater privilege than serving the millions of people who receive electric and natural gas service from us in the thousands of cities, towns, and communities across our service territories in Texas, Indiana, Louisiana, Minnesota, Mississippi, and Ohio. Over the last several years, we’ve worked diligently to build a more resilient electric transmission backbone and modernize our natural gas networks across our service territories. This has been mainly accomplished by executing on our 10-year capital plan through 2030 that is focused on investments made in safety, resiliency, reliability, and growth enablement. Going forward, we will accelerate these investments and their associated plans as we continue to work to address the evolving needs of our customers and communities that we serve. It is an exciting time to be a part of CenterPoint Energy as we set our sights on the future and the opportunities that await our company, our states, and our customers. We have a compelling resiliency and growth story, driven by a committed and accountable workforce, who share an unrelenting dedication to the pursuit and achievement of positive outcomes for all our stakeholders.

Reflections on 2024:

Strategic Plan Execution

In 2024 (the fourth year under CenterPoint Energy’s ten-year capital plan), CenterPoint Energy continued to focus on resiliency investments across our service territory for the benefit of customers and other stakeholders and accelerated such investments in the second half of the year as part of the Company’s Greater Houston Resiliency Initiative (GHRI). The GHRI, announced in August of 2024, includes targeted actions designed to enhance the resiliency and reliability of the Company’s grid in the Greater Houston area, as well as improve our communications with the objective of surpassing the expectations of our customers and improving their experiences. As further described in the Compensation Discussion & Analysis of the Proxy Statement, even with these investments, the Company met its non-GAAP Adjusted EPS growth rate target for 2024. Additionally, in 2024, we made beneficial regulatory progress on five rate cases in four of the states we serve. Of those five rate cases, we have final orders for two, and we are awaiting final approval in two others. Those four rate cases together represent 80% of our enterprise rate base. As we move forward, both our management team and Board remain focused on successfully executing the Company’s long-term strategic plan.

Board Changes

A Board composed of directors who have a comprehensive and complementary mix 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 part of the Board’s ongoing refreshment process, the Board is excited to nominate our newest director, Dean L. Seavers, as well as new director candidates Ms. Laurie L. Fitch and Mr. Manuel B. Miranda, to the Board.

Mr. Seavers has extensive leadership experience in the utility, safety, and security industries and a proven track record of driving growth and operational improvements. The Board benefits from Mr. Seavers’s contributions as the Company remains focused on delivering value for our customers, shareholders, and other stakeholders while executing on our long-term growth strategy. Ms. Fitch has significant financial expertise as an institutional equity investor and investment banker focused on, among others, the utility sector. If she is elected, CenterPoint Energy will benefit from Ms. Fitch’s experience as we continue to make and finance significant capital investments focused on additional system resiliency, reliability, and grid modernization pursuant to our robust ten-year capital plan. Mr. Miranda has over 40 years of experience in the utility industry overseeing efforts to significantly strengthen system resiliency, reliability, and safety, including playing an important role in changing the industry’s approach to hurricane resiliency, introducing the concept of grid hardening, and leading restoration efforts for nearly 50 tropical storms and hurricanes. If elected, Mr. Miranda will provide valuable perspectives to CenterPoint Energy as we continue our GHRI and execute our recently filed, multi-year Systemwide Resiliency Plan (SRP), which proposes a historic resiliency investment for the benefit of our customers and other stakeholders and a major step on our commitment to building the most resilient coastal grid in the country.

Furthermore, in April 2024, the Safety and Operations Committee, a new standing committee of the Board, was formed. This committee provides oversight of the Company’s safety performance, risks, and processes, as well as the Company’s utility operations, including related risks, strategies, performance, and emergency preparedness and response practices. The Safety and Operations Committee plays an important oversight role as the Company continues to focus on safety and reliability while executing our ten-year capital plan.

Finally, we also would like to take this opportunity to thank Earl Cummings and Ricky Raven for their commitment to serving CenterPoint Energy and for their 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.

Executive Succession Planning

One of the key responsibilities of the Board is overseeing executive succession planning so that we have a qualified management team to execute the Company’s strategy and to support a smooth work transition when organizational changes occur. In 2024, the Board continued to oversee and advise on executive succession planning and strategy.

Effective upon the retirement of Dave Lesar on January 5, 2024, the Board appointed Jason Wells as President and Chief Executive Officer. 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. Additionally, in 2024, the Company announced newly created Senior Vice President roles and appointments, including Chief Communications Officer, Chief Information Security Officer, and Senior Vice President of Emergency Preparedness and Response. The creation of these roles and appointment of highly experienced leaders to fill them will help the Company continue to enhance communications and emergency preparedness and response strategies and practices, while also enabling the Company to continue to advance its long-term strategic objectives, including the provision of resilient, reliable, and affordable energy for the benefit of our customers and other stakeholders. Further, in December 2024, the Company announced the retirement of Lynne Harkel-Rumford, who served as our Executive Vice President Chief Human Resources Officer from 2022 to 2024 and continued to serve as a senior advisor to Mr. Wells until her retirement from the Company on February 3, 2025, and the appointment of a new Senior Vice President and Chief Human Resources Officer, effective January 1, 2025. We would like to take this opportunity to thank Ms. Harkel-Rumford for her over 25 years of service and valuable contributions to CenterPoint Energy.

As a result of the Board’s continued execution of its executive succession planning, the Company implemented a more streamlined organizational structure that promoted smooth transitions of various company leadership positions while allowing the Company and its leadership team to continue to execute on the Company’s long-term strategic plan.

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,