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Form 8-K

 

 

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 25, 2013

 

 

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-31447   74-0694415

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

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))

 

 

 

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 25, 2013, the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (“CenterPoint Energy”) appointed Milton Carroll as Executive Chairman of the Board effective as of June 1, 2013 and authorized CenterPoint Energy to provide to Mr. Carroll certain compensation arrangements. The compensation arrangements are summarized in Exhibit 10.1 attached to this report, which summary is incorporated herein by reference.

Mr. Carroll, age 62, has been a director since 1992 and Chairman since September 2002. Mr. Carroll is Chairman and founder of Instrument Products, Inc., an oil-tool manufacturing company in Houston, Texas. He has served as a director of Halliburton Company since 2006, Western Gas Holdings, LLC, general partner of Western Gas Partners, LP, since 2008, LyondellBasell Industries N.V. since July 2010, and LRE GP, LLC, general partner of LRR Energy, L.P., since November 2011. He has served as a director of Healthcare Service Corporation since 1998 and as its chairman since 2002. Mr. Carroll previously served as a director of EGL, Inc. from 2003 to 2007.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The exhibit listed below is filed pursuant to Item 5.02 of this Form 8-K.

 

  (d) Exhibits.

 

  10.1 Summary of certain compensation arrangements of Milton Carroll, Executive Chairman of the Board of Directors of CenterPoint Energy.

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: May 1, 2013

    

By:

  

/s/ Christopher J. Arntzen

          Christopher J. Arntzen
     

    Vice President, Deputy General Counsel

    and Assistant Corporate Secretary

EXHIBIT INDEX

 

EXHIBIT

NUMBER

   

EXHIBIT DESCRIPTION

10.1    Summary of certain compensation arrangements of Milton Carroll, Executive Chairman of the Board of Directors of CenterPoint Energy.
EX-10.1

Exhibit 10.1

CenterPoint Energy, Inc.

Summary of Certain Compensation Arrangements

Payable to the Executive Chairman of the Board

The following is a summary of certain compensation arrangements payable to Milton Carroll, the Executive Chairman of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company”), effective as of June 1, 2013.

 

  •  

An annual salary of $450,000 commencing June 1, 2013 and continuing thereafter until the earlier of May 31, 2016 or the termination of Mr. Carroll’s service as Executive Chairman of the Board and payable on a monthly or semi-monthly basis.

 

  •  

An annual award of 30,000 shares of common stock to be made during the period commencing on June 1, 2013 and continuing until the earlier of May 31, 2016 or the termination of Mr. Carroll’s service as Executive Chairman of the Board, with each such award payable on June 1, 2013, June 1, 2014 and June 1, 2015, respectively.