CENTERPOINT ENERGY INC
For the period ended Apr 16, 2025. Filed Mar 5, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2025 · Filed Mar 5, 2025
Contents
Appendix D D-1
Appendix D
Second Amendment
WHEREAS, CenterPoint Energy, Inc., a Texas corporation (the “Company”), established and maintains the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended and restated effective April 26, 2018 (the “Plan”);
WHEREAS, the Plan was amended effective April 20, 2020, by the First Amendment to the Plan;
WHEREAS, the Board of Directors of the Company has reserved the right under Section 6.1 to amend the Plan, subject to prior approval by the Company’s shareholders to the extent such approval is determined to be required by applicable legal and/or stock exchange requirements;
WHEREAS, the Company desires to amend the Plan to increase the number of shares of common stock of the Company (“Common Stock”) available for issuance and delivery under the Plan by 350,000 shares; and
WHEREAS, an increase in the number of shares of Common Stock available under the Plan by 350,000 shares is subject to approval by the shareholders of the Company in accordance with applicable New York Stock Exchange regulations;
NOW, THEREFORE, in consideration of the foregoing, subject to approval by the shareholders of the Company at the April 16, 2025 Annual Meeting of Shareholders of the Company, effective as of April 16, 2025, (i) the number of shares of Common Stock available for issuance and delivery under the Plan is hereby increased by 350,000 shares and (ii) the first sentence of Section 3.1 of the Plan is amended to read as follows:
“The aggregate number of shares of Common Stock which may be issued or delivered under this Plan shall not exceed 1,400,000 shares, subject to adjustment as hereinafter provided.”
IN WITNESS WHEREOF, the Company has caused these presents to be executed by its duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 14th day of February, 2025, and effective as set forth above.
| | | | | CENTERPOINT ENERGY, INC. | |
|---|---|---|---|---|---|
| | | | | By: /s/ Jason P. Wells Jason P. Wells President and Chief Executive Officer | |
| | ATTEST: | | | | |
|---|---|---|---|---|---|
| | /s/ Vincent A. Mercaldi Vincent A. Mercaldi Corporate Secretary | | | | |
| | CenterPoint Energy, Inc. 2025 Proxy Statement | | | D-1 | |
|---|
BROADRIDGE CORPORATE ISSUER SOLUTIONS P.O. BOX 1342BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 15, 2025 for shares of common stock held directly and by 11:59 p.m. Eastern Time on April 11, 2025 for shares of common stock held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April 15, 2025 for shares held directly and by 11:59 p.m. Eastern Time on April 11, 2025 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V64817-P21033KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYCENTERPOINT ENERGY, INC. The Board of Directors recommends you vote FOR the following:1. Election of DirectorsNominees:For Against Abstain1a.Wendy Montoya Cloonan!!!1b.Barbara J. Duganier!!!1c.Laurie L. Fitch!!!1d.Christopher H. Franklin!!!1e.Raquelle W. Lewis!!!1f.Thaddeus J. Malik!!!1g.Manuel B. Miranda!!!1h.Theodore F. Pound!!!1i.Dean L. Seavers!!!1j.Phillip R. Smith!!!1k.Jason P. Wells!!! The Board of Directors recommends you vote FOR the following proposals:2.Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025. 3.Approve the advisory resolution on executive compensation. 4.Approve an amendment to the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended and restated, to increase the number of shares of our common stock reserved for issuance under the plan by 350,000 shares. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.Please indicate if you plan to attend this meeting. For Against Abstain! ! !! ! !! ! !YesNo! ! Sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
ADMISSION TICKETCENTERPOINT ENERGY, INC.2025 ANNUAL MEETING OF SHAREHOLDERSWednesday, April 16, 2025 8:30 a.m. Central TimeAuditorium1111 Louisiana StreetHouston, Texas 77002This admission ticket admits only the named shareholder.Note: If you plan on attending the Annual Meeting in person, please bring, in addition to this Admission Ticket, valid picture identification. The use of video or still photography at the Annual Meeting is not permitted. For the safety of attendees, all bags, packages and briefcases are subject to inspection. Your compliance is appreciated. WellsKinderTravis PlaceFargoMorganGaragePlazaBuildingLamar11001111Macy’s1100LouisianaGarageSmithLouisianaGarageSmithLouisianaCenterPointMilamAmericanaEnergy TowerBuildingDallasHyatt1201RegencyHotelLouisianaOne AllenSkywalksCenterPolkRegencyClayTravisParkingGarageGarageGarageClay Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be Held April 16, 2025.The Notice & Proxy Statement and Annual Report are available at: http://materials.proxyvote.com/15189TImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.V64818-P21033CENTERPOINT ENERGY, INC.2025 Annual Meeting of ShareholdersProxy-Common StockThis proxy is solicited on behalf of the Board of DirectorsThe undersigned hereby appoints Monica Karuturi and Vincent A. Mercaldi, or either of them, as proxies, with full power of substitution, to vote as designated on the reverse side, all shares of common stock of CenterPoint Energy, Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders of CenterPoint Energy, Inc. to be held on Wednesday, April 16, 2025 at 8:30 a.m. Central Time in the Auditorium of 1111 Louisiana Street, Houston, Texas and any adjournments or postponements thereof, revoking any proxy heretofore given and with discretionary authority to vote on all other matters that may properly come before the meeting.If you wish to vote in accordance with the recommendations of the Board of Directors, you may just sign and date the reverse side and mail in the postage-paid envelope provided, or direct your vote by Internet or telephone as described on the reverse side. Specific choices may be made on the reverse side. In absence of instructions to the contrary on a signed or executed proxy, the shares represented will be voted in accordance with the recommendation of the Board of Directors.The terms for Directors will expire in 2026. The Board of Directors recommends a vote FOR the nominees for Directors, FOR the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025, FOR the advisory resolution on executive compensation and FOR the approval of an amendment to the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended and restated, to increase the number of shares of our common stock reserved for issuance under the plan by 350,000 shares.Continued and to be signed on reverse side
BROADRIDGE CORPORATE ISSUER SOLUTIONS P.O. BOX 1342BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 15, 2025 for shares of common stock held directly and by 11:59 p.m. Eastern Time on April 11, 2025 for shares of common stock held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April 15, 2025 for shares held directly and by 11:59 p.m. Eastern Time on April 11, 2025 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V64819-P21033KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYCENTERPOINT ENERGY, INC. The Board of Directors recommends you vote FOR the following:1. Election of DirectorsNominees:For Against Abstain1a.Wendy Montoya Cloonan!!!1b.Barbara J. Duganier!!!1c.Laurie L. Fitch!!!1d.Christopher H. Franklin!!!1e.Raquelle W. Lewis!!!1f.Thaddeus J. Malik!!!1g.Manuel B. Miranda!!!1h.Theodore F. Pound!!!1i.Dean L. Seavers!!!1j.Phillip R. Smith!!!1k.Jason P. Wells!!! The Board of Directors recommends you vote FOR the following proposals:2.Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025. 3.Approve the advisory resolution on executive compensation. 4.Approve an amendment to the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended and restated, to increase the number of shares of our common stock reserved for issuance under the plan by 350,000 shares. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.Please indicate if you plan to attend this meeting. For Against Abstain! ! !! ! !! ! !YesNo! ! Sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be Held April 16, 2025.The Notice & Proxy Statement and Annual Report are available at: http://materials.proxyvote.com/15189TThis proxy covers all shares of common stock in the CenterPoint Energy, Inc. stock fund under the CenterPoint Energy Savings Plan (Plan) for which the undersigned has the right to give confidential voting instructions to The Northern Trust Company, Trustee of the Plan. Under the Plan, participants are "named fiduciaries" as defined under ERISA to the extent of their authority to direct the voting of shares held in their accounts and their proportionate share of allocated shares for which no direction is received and unallocated shares, if any (together, "Undirected Shares"). This proxy, when properly executed, will be voted by the Trustee as directed by the undersigned. If no direction is given to the Trustee by 11:59 p.m. Eastern Time on April 11, 2025, The Northern Trust Company, as Trustee, will vote the Undirected Shares in the same proportion as the shares for which directions are received, except as otherwise provided in accordance with ERISA.V64820-P21033CENTERPOINT ENERGY, INC.2025 Annual Meeting of ShareholdersProxy-Common StockThis proxy is solicited on behalf of the Board of DirectorsThe undersigned hereby appoints The Northern Trust Company to vote as designated on the reverse side all shares of common stock of CenterPoint Energy, Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders of CenterPoint Energy, Inc. to be held on Wednesday, April 16, 2025 at 8:30 a.m. Central Time in the Auditorium of 1111 Louisiana Street, Houston, Texas and any adjournments or postponements thereof, revoking any proxy heretofore given and with discretionary authority to vote on all other matters that may properly come before the meeting.If you wish to vote in accordance with the recommendations of the Board of Directors, you may just sign and date the reverse side and mail in the postage-paid envelope provided, or direct your vote by Internet or telephone as described on the reverse side. Specific choices may be made on the reverse side. In absence of instructions to the contrary on a signed or executed proxy, the shares represented will be voted in accordance with the recommendation of the Board of Directors.The terms for Directors will expire in 2026. The Board of Directors recommends a vote FOR the nominees for Directors, FOR the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025, FOR the advisory resolution on executive compensation and FOR the approval of an amendment to the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended and restated, to increase the number of shares of our common stock reserved for issuance under the plan by 350,000 shares.Continued and to be signed on reverse side
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