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CENTERPOINT ENERGY INC

For the period ended Apr 16, 2026. Filed Mar 4, 2026.

View on SEC.gov

About this filing

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, 2026 · Filed Mar 4, 2026

CNP$40.66+1.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Proxy Statement Summary

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Proxy Statement Summary

This summary highlights information that is contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.

Annual Meeting Agenda and Voting Recommendations

At the 2026 annual meeting of shareholders (Annual Meeting), you will be asked to vote on the following four proposals. The table below includes each proposal as well as our recommendation.

​Proposal​​More Information​​Board Recommendation​
​Item 1: Election of directors ​​​Page 6​​FOR each Nominee​
​Item 2: Ratification of appointment of the independent registered public accounting firm ​​​Page 86​​FOR​
​Item 3: Advisory vote on executive compensation ​​​Page 87​​FOR​
​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 ​​​Page 90​​FOR​

About CenterPoint Energy

As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (the Company or CenterPoint Energy) is an energy delivery company with electric transmission and distribution, power generation, and natural gas distribution operations that, as of December 31, 2025, served more than 7 million metered customers in Indiana, Minnesota, Ohio, and Texas. On October 20, 2025, the Company entered into a securities purchase agreement pursuant to which the Company has agreed to sell all of the issued and outstanding equity interests in its Ohio regulated natural gas local distribution (LDC) business, subject to certain closing conditions. As of December 31, 2025, the Company owned approximately $46.5 billion in assets. With approximately 8,800 employees as of December 31, 2025, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.

Unless otherwise indicated or the context otherwise requires, when we refer to periods prior to September 1, 2002, CenterPoint Energy should be understood to mean or include the public companies that were its predecessors.

​CenterPoint Energy, Inc. 2026 Proxy Statement​​1​

Our Director Nominee

The Board of Directors of CenterPoint Energy (the Board), considering the recommendation of the Corporate Governance and Nominating Committee, has nominated eleven directors for election to the Board.

Name and Primary Occupation · ​ · ​ · Age · ​ · ​ · Director Since · ​ · ​ · Independent · ​ · ​ · Committee Membership · ​
​​Wendy Montoya Cloonan Houston Managing Partner at Cantu Harden Montoya LLP​​46​​2021​​​​Corporate Governance and Nominating (Chair); Human Capital and Compensation​
​​Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc​​67​​2024​​​​Audit (Chair); Safety and Operations​
​​Laurie L. Fitch Former Partner, Strategic Advisory of PJT Partners​​56​​Apr. 2025​​​​Audit; Human Capital and Compensation​
​​Christopher H. Franklin Lead Independent Director of the Board of CenterPoint Energy and Chairman, Chief Executive Officer, and President of Essential Utilities​​60​​2022​​​​Corporate Governance and Nominating; Safety and Operations (Chair)​
​​Michael A. “Casey” Herman Former Senior Partner and U.S. Utility & Power Sector Leader of PricewaterhouseCoopers​​61​​First Time Nominee​​​​​​
​​Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Officer for the Texas Department of Transportation​​55​​2021​​​​Audit; Human Capital and Compensation​
​​Thaddeus J. Malik Principal at S2T Solutions and Attorney​​59​​2023​​​​Audit; Corporate Governance and Nominating; Safety and Operations​
​​Manuel B. Miranda Former Executive Vice President of Power Delivery of Florida Power & Light Company​​65​​Apr. 2025​​​​Audit; Safety and Operations​
​​Theodore F. Pound Private Investor and Attorney​​71​​2015​​​​Corporate Governance and Nominating; Human Capital and Compensation (Chair)​
​​Dean L. Seavers Former President of National Grid U.S. and Executive Director of National Grid plc​​65​​2024​​​​Corporate Governance and Nominating; Human Capital and Compensation; Safety and Operations​
​​Jason P. Wells Chair of the Board, President, and Chief Executive Officer of CenterPoint Energy​​48​​2024​​​​​​​
​2​​CenterPoint Energy, Inc. 2026 Proxy Statement​

Board Qualifications and Skills

​Public Company or Large Organization Senior Leadership Experience Public Company Governance Experience Cybersecurity and Physical Security​​Community Involvement Human Capital Management Strategic Planning Utility Industry Experience Finance and Accounting Risk Management​​Government, Legal, and Regulatory Customer Experience Technology and Innovation Energy Transition Operations and Safety Experience​

For additional information regarding our director nominees, including their skills and experience, see “Item 1. Election of Directors.”

Governance Highlights

Strong governance practices protect the long-term interests of our customers, communities, and shareholders. The Company remains focused on implementing and maintaining good governance practices, including those reflected below.

For additional information regarding our corporate governance practices, see “Item 1. Election of Directors.”

​CenterPoint Energy, Inc. 2026 Proxy Statement​​3​

Executive Compensation Highlights

The following are some highlights of our executive compensation program. Our executive compensation program is designed to recruit and retain talent, align payment with performance, and align our executive officers’ interests with those of our shareholders. For more information on our compensation program, see “Compensation Discussion and Analysis” below.

​Key Features of Our Executive Compensation Program​​​​Strong Pay for Performance​
​​​No Employment Agreements​
​​​“Double Trigger” Provisions for Change in Control Plan and Equity Awards​
​​​Executive Severance Guidelines​
​​​No Excise Tax Gross Up Payments​
​​​Stock Ownership Guidelines​
​​​Benchmark Pay to Market​
​​​Recovery and Recoupment (Clawback) Policies​
​​​Anti-Hedging and Anti-Pledging Policy​
​​​100% Independent Human Capital and Compensation Committee​
​​​Independent Compensation Consultant​
​4​​CenterPoint Energy, Inc. 2026 Proxy Statement​

2025 Target Compensation Opportunities for Named Executive Officers

The following graphics reflect the components of the target total direct compensation opportunities provided to our named executive officers. As depicted below, a substantial portion of the compensation for our named executive officers is at risk and performance-based, meaning that actual compensation realized in a given year will vary depending on Company financial and operational performance, stock price performance, and individual performance.

Target Compensation Mix as of December 31, 2025

The graphic represents the average size of each component as a percentage of each named executive officer’s total target direct compensation opportunities (other than the Chair of the Board, President, and Chief Executive Officer’s compensation opportunities, which are presented separately) as of December 31, 2025, approved by the Human Capital and Compensation Committee in 2025.

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​CenterPoint Energy, Inc. 2026 Proxy Statement​​5​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.