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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): August 21, 2015

 

 

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)

  

(I.R.S. 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:

 

¨ 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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

CenterPoint Energy, Inc. (the “Company”) has been notified that the CenterPoint Energy Savings Plan (the “Plan”) will be entering into a blackout period due to the scheduled transition of Plan recordkeeping services from Aon Hewitt to Voya Financial. As a result of this transition, there will be a period of time when participants in the Plan will be unable to access the portion of their accounts invested in the Company’s common stock to direct or diversify investments in their individual accounts, or to obtain a loan or distribution from the Plan. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, during this blackout period, the Company’s directors and executive officers will be restricted from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring common stock of the Company.

On August 21, 2015, the Company received notice of the blackout period pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 with respect to the Plans. On August 25, 2015, the Company sent a notice regarding the blackout period (the “Notice”) to its directors and executive officers informing them that a blackout period will begin on September 23, 2015 and end during the calendar week of October 4, 2015. The blackout period may be extended if needed, in which case notice will be given to the directors and executive officers.

The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR.

During the blackout period and for a period of two years after the ending date of the blackout period, holders of the Company’s common stock and other interested parties may obtain, without charge, information regarding the blackout period, including the actual beginning and ending dates of the blackout period, by sending a written request to CenterPoint Energy, Inc., Vincent Mercaldi, 1111 Louisiana, Houston, Texas 77002 or by calling him at (713) 207-7414.

A copy of the Notice is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

   

Description

99.1    Notice dated August 25, 2015

 

2

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.
By:  

/s/ Dana O’Brien

  Name:   Dana O’Brien
  Title:   Senior Vice President, General Counsel and Corporate Secretary

Date: August 25, 2015

 

3

EX-99.1

Exhibit 99.1

August 25, 2015

Important Notice Regarding CenterPoint Energy Savings Plan Blackout Period and Your

Rights to Trade CenterPoint Energy, Inc. Common Stock During the Blackout Period

 

To: All Directors and Executive Officers of CenterPoint Energy, Inc. and its Subsidiaries

The purpose of this notice is to inform you that the CenterPoint Energy Savings Plan (the “Plan”) will be entering a blackout period due to the scheduled transition of Plan recordkeeping services from Aon Hewitt to Voya Financial. As a result of this transition, there will be a period of time when participants in the Plan will be unable to access the portion of their accounts invested in CenterPoint Energy, Inc. Common Stock to direct or diversify their investments or obtain a loan or distribution from the Plan. As a director or executive officer of CenterPoint Energy, Inc. and/or its subsidiaries, this blackout of the Plan has a direct impact on your ability to trade CenterPoint Energy, Inc. Common Stock.

Under Securities and Exchange Commission (“SEC”) rules published pursuant to the Sarbanes-Oxley Act of 2002 (P.L. 107-24), which apply to 401(k) plan blackout periods, during “any period of more than three consecutive business days during which the ability to purchase, sell or otherwise acquire or transfer an interest in any equity security of such issuer held in an individual account is temporarily suspended by the issuer or by a fiduciary of the plan,” corporate insiders may no longer trade employer securities held outside of the plan. Specifically, the insider trading provision prohibits corporate insiders from directly or indirectly purchasing, selling, acquiring or transferring any equity or derivative security of a publicly traded company that they acquired in connection with service or employment as a director or executive officer of that company. All shares held by you will be presumed to be acquired in connection with your service as a director or executive officer, unless you can establish by specific identification that the transaction was not of stock acquired in connection with your service. The SEC’s rules provide a limited number of exemptions from the trading restriction. If you would like more information regarding these exemptions, please contact Vincent Mercaldi at (713) 207-7414 or vincent.mercaldi@centerpointenergy.com.

Key Dates for Prohibition from Trading CenterPoint Energy, Inc. Common Stock*

 

Period Begins  ..................................................................................    September 23, 2015
Period Ends  .....................................................................................    During the Calendar Week of October 4, 2015

 

* The trading prohibition related to the Plan’s blackout period is in addition to and will be during the blackout periods under CenterPoint Energy’s insider trading policy, including the quarterly trading prohibitions related to the public release of financial results for the applicable quarter as well as any special blackout periods declared by CenterPoint Energy.

Violations of the insider trading prohibition will allow an issuer or a security holder acting on behalf of an issuer to bring an action to recover the profits realized by the director or executive officer. In addition, the SEC may bring an action, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Securities Exchange Act of 1934, including, in some cases, criminal penalties.

While we anticipate a smooth transition, you will be notified in the unlikely event that an extension of the blackout is needed. Please direct any questions regarding this notice, including questions regarding whether the blackout period has begun or ended, to Vincent Mercaldi, 1111 Louisiana, Houston, Texas 77002, or by calling him at (713) 207-7414 or vincent.mercaldi@centerpointenergy.com. A copy of the blackout notice provided to Plan participants is attached.

Dana O’Brien

Senior Vice President, General Counsel and Corporate Secretary

Enclosure

This communication

is a government

required document

for your records.

August 2015

Important – Blackout Notice Concerning Your Rights Under the CenterPoint Energy Savings Plan

As previously communicated, CenterPoint Energy is transitioning the administration of the CenterPoint Energy Savings Plan (the “Savings Plan”) to Voya Financial®. In order to complete this transition there will be a period, called a “blackout period,” in which you will be unable to access your account. Please read this notice in its entirety for details on the blackout period.

The blackout period, which is necessary to transition the Savings Plan to Voya, will begin September 23 at 3 p.m. CT (4 p.m. ET) and end during the week of October 5, 2015. During the blackout period you will temporarily be unable to direct or diversify investments in your individual accounts, obtain a loan from the Savings Plan or obtain a distribution from the Savings Plan. Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan.

During the blackout period, payroll deductions for your Savings Plan and any matching contributions from CenterPoint Energy that you may be eligible to receive will post to your account as soon as administratively possible. You will be able to see these contributions in your Savings Plan account at the end of the blackout period.

You can determine whether the blackout period is in effect by calling the new CenterPoint Energy Savings Plan Center Information Line at 844-273-8692 (for TTY call 877-517-1259). Customer Service Associates will be available Monday through Friday, 7:00 am to 7:00 pm CT (excluding New York Stock Exchange holidays). You will otherwise be notified once the blackout period has ended.

Once the blackout period has concluded, you will have full access to your account through the new Savings Plan website – cnpsavings.voya.com and the new CNP Savings Plan Center Information Line at 844-273-8692.

During the blackout period you will be unable to direct or diversify the assets held in your Savings Plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.

You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.

If you have any questions concerning this notice, you may contact CenterPoint Energy’s partner, Voya, at 844-273-8692 (for TTY call 877-517-1259).

CNP Savings Plan_BlackoutNotice_0815

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