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 21, 2023
CENTERPOINT ENERGY , INC.
(Exact name of registrant as specified in its charter)
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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):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of CenterPoint Energy, Inc. ("CenterPoint Energy") held on April 21, 2023, the matters voted upon and the number of votes cast for or against (or, with respect to the advisory vote on the frequency of future shareholder advisory votes on executive compensation, the number of votes cast for one year, two years or three years), as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in CenterPoint Energy's definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on March 10, 2023.
Election of Directors (Item 1)
The following nominees for director were elected to serve one-year terms expiring at the 2024 annual meeting of shareholders, with the vote totals as set forth in the table below:
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Wendy Montoya Cloonan | 506,052,463 | 24,096,813 | 643,905 | 31,464,507 | ||||||||||||||||||||||
| Earl M. Cummings | 444,588,756 | 85,539,762 | 664,663 | 31,464,507 | ||||||||||||||||||||||
| Christopher H. Franklin | 512,052,393 | 18,072,297 | 668,491 | 31,464,507 | ||||||||||||||||||||||
| David J. Lesar | 525,205,238 | 4,673,836 | 914,107 | 31,464,507 | ||||||||||||||||||||||
| Raquelle W. Lewis | 509,731,867 | 20,386,518 | 674,796 | 31,464,507 | ||||||||||||||||||||||
| Martin H. Nesbitt | 522,286,407 | 7,822,635 | 684,139 | 31,464,507 | ||||||||||||||||||||||
| Theodore F. Pound | 472,040,486 | 58,066,320 | 686,375 | 31,464,507 | ||||||||||||||||||||||
| Phillip R. Smith | 510,834,790 | 19,298,532 | 659,859 | 31,464,507 | ||||||||||||||||||||||
| Barry T. Smitherman | 520,145,122 | 9,980,525 | 667,534 | 31,464,507 | ||||||||||||||||||||||
Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2)
The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for CenterPoint Energy for 2023 was ratified, with the vote totals as set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 534,201,899 | 27,347,512 | 708,277 | — | |||||||||||||||||
Advisory Vote on Executive Compensation (Item 3)
The advisory resolution on executive compensation was approved, with the vote totals as set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 437,261,276 | 92,309,036 | 1,222,869 | 31,464,507 | |||||||||||||||||
Advisory Vote on the Frequency of Future Shareholder Advisory Votes on Executive Compensation (Item 4)
For the advisory vote on the frequency of future shareholder advisory votes on CenterPoint Energy's executive compensation, votes were cast in favor of holding future advisory votes every year, every two years or every three years as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||||||||
| 523,951,870 | 753,096 | 5,225,295 | 862,920 | 31,464,507 | |||||||||||||||||||
In accordance with the results of this advisory vote, CenterPoint Energy intends to hold future advisory votes on the compensation of its named executive officers, or "say-on-pay" votes, annually until it holds its next advisory vote on the frequency of say-on-pay votes as required under SEC rules.
Shareholder Proposal Relating to CenterPoint Energy's Disclosure of Scope 3 Emissions and Setting Scope 3 Emissions Targets (Item 5)
The shareholder proposal relating to CenterPoint Energy's disclosure of Scope 3 emissions and setting Scope 3 emissions targets was not approved, with the vote totals as set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 96,738,809 | 431,118,342 | 2,936,030 | 31,464,507 | |||||||||||||||||
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: April 24, 2023 | By: | /s/ Monica Karuturi | ||||||
| Monica Karuturi | ||||||||
| Executive Vice President and General Counsel | ||||||||