CENTERPOINT ENERGY INCfalse0001130310Common Stock, $0.01 par valueCNP00011303102024-04-262024-04-260001130310cnp:NewYorkStockExchangeMembercnp:CommonStock0.01ParValueMember2024-04-262024-04-260001130310cnp:ChicagoStockExchangeMembercnp:CommonStock0.01ParValueMember2024-04-262024-04-26

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 26, 2024

CENTERPOINT ENERGY , INC.

(Exact name of registrant as specified in its charter)

_______________________________

Texas

1-31447

76-0694415

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			CNP			The New York Stock Exchange
						NYSE Chicago

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

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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 26, 2024, the matters voted upon and the number of votes cast for or against, 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 15, 2024.

Election of Directors (Item 1)

The following nominees for director were elected to serve one-year terms expiring at the 2025 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						460,459,386						83,003,302						1,032,230						31,554,626
Earl M. Cummings						537,153,167						6,307,480						1,034,271						31,554,626
Barbara J. Duganier						538,358,922						5,109,979						1,026,017						31,554,626
Christopher H. Franklin						520,882,860						22,551,844						1,060,214						31,554,626
Raquelle W. Lewis						518,834,558						24,656,683						1,003,677						31,554,626
Thaddeus J. Malik						536,674,008						6,990,524						830,386						31,554,626
Theodore F. Pound						520,082,621						23,585,928						826,369						31,554,626
Ricky A. Raven						536,609,444						7,040,748						844,726						31,554,626
Phillip R. Smith						518,068,938						25,365,170						1,060,810						31,554,626
Barry T. Smitherman						530,611,269						12,952,227						931,422						31,554,626
Jason P. Wells						541,782,045						1,995,027						717,846						31,554,626

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 2024 was ratified, with the vote totals as set forth in the table below:

For						Against						Abstentions						Broker Non-Votes
551,773,468						23,497,479						778,597						—

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
507,245,312						35,865,463						1,384,143						31,554,626

Shareholder Proposal Relating to CenterPoint Energy's Setting Additional Interim and Long-Term Scope 3 Emissions Goals (Item 4)

The shareholder proposal relating to CenterPoint Energy's setting of additional interim and long-term Scope 3 emissions goals was not approved, with the vote totals as set forth in the table below:

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For						Against						Abstentions						Broker Non-Votes
68,098,196						472,274,042						4,122,680						31,554,626

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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 29, 2024			By:			/s/ Monica Karuturi
						Monica Karuturi
						Executive Vice President and General Counsel