Independent
Tenure on this board
5.3 yrs
11 nominees · 4 ballot items.
Elect eleven directors; ratify Deloitte & Touche LLP as independent auditors; approve an advisory (say-on-pay) vote on executive compensation; and approve an amendment to the Certificate of Formation to add limited officer exculpation and other immaterial updates.
Elect eleven nominees named in the proxy statement to the Board of Directors to hold office until the 2027 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as CenterPoint Energy’s independent registered public accounting firm for 2026.
Advisory (non-binding) shareholder vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation program for the named executive officers. Management seeks shareholder approval to reaffirm its pay-for-performance philosophy and to demonstrate shareholder support for the program’s design, which emphasizes a high proportion of at-risk, performance-based pay through a mix of short-term incentives and long-term incentives (performance share units tied to TSR and cumulative Adjusted EPS, and time-based restricted stock units). The Company explains that short-term incentives for 2025 were 70% tied to Adjusted EPS and 30% to operational metrics (safety, operational excellence, and customer satisfaction), and that for 2026 it adjusted payout curves and long-term incentive design to further align performance targets with top-quartile financial results and absolute TSR outcomes. The Board and the Human Capital and Compensation Committee argue the structure supports recruitment and retention of executive talent while aligning management incentives with long-term shareholder value creation, and they note governance safeguards including independent committee oversight, clawback policies, no employment agreements, and anti-hedging/anti-pledging rules. The advisory vote is not binding, but management will consider the outcome when making future compensation decisions; the Company also points to prior shareholder support (e.g., 96.1% support in 2024) and ongoing shareholder engagement as context. Opponents could argue that large equity-based awards or certain change-in-control severance features may result in outsized payouts under some scenarios, but the Company has adopted guardrails (double-trigger change-in-control, recoupment policies, and retirement/vesting restrictions) to mitigate such risks. The relevant disclosures include detailed reconciliations of non-GAAP metrics (Adjusted EPS) and a discussion of peer group benchmarking; investors evaluating the proposal should weigh the alignment of metric selection and pay mix with long-term strategy, the rigor of performance targets, and the committee’s demonstrated use of discretion in final payouts.
Approve an amendment and restatement of the Company’s Certificate of Formation to add limited officer exculpation under Texas law and to update certain immaterial provisions (statutory references, registered office address, and deletion of outdated director names).
This proposal asks shareholders to approve an amended and restated Certificate of Formation that (i) adds a limited officer exculpation clause permitted by recent Texas Business Organizations Code changes and (ii) updates immaterial or outdated charter language (e.g., replacing TBCA references with TBOC, renaming 'Articles of Incorporation' to 'Certificate of Formation', updating registered office address, and removing director names listed in a 2008 filing). Management seeks approval to broaden the company’s charter protections for officers in order to more closely align the protection officers receive with that already provided to directors, arguing this will enhance the Company’s ability to recruit and retain senior officers by limiting exposure to personal monetary liability for breaches of the duty of care while preserving accountability for core misconduct. The proposed exculpation is narrowly drafted to exclude liability for breaches of the duty of loyalty, acts not in good faith, intentional misconduct or knowing violations of law, transactions conferring improper personal benefit, and statutory exceptions; notably, the Company will not extend exculpation to officers for derivative shareholder claims despite statutory permissibility, which the Board cites as an intentional limitation to preserve shareholder remedies. The Board also argues that aligning protections reduces inconsistent treatment where plaintiffs name officers in suits to avoid dismissal, and that the amendment can lower litigation and insurance costs. Opposing views may see expanded charter exculpation as weakening officer accountability or shielding management from consequences for negligence, but the Board points to the retained exceptions, the limited scope (direct claims for duty of care), and the corporate governance benefits from improved recruitment and reduced litigation noise as justification. Shareholder approval requires a majority of outstanding shares, and if approved the Company will file the Amended and Restated Certificate of Formation with the Texas Secretary of State to make the changes effective.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital Research Global Investors | 11.05% | 72,275,884 | $3.1B |
| 2 | T. Rowe Price Investment Management, Inc. | 9.06% | 59,294,002 | $2.6B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 42,510,960 | $1.8B |
| 4 | STATE STREET CORP | 5.53% | 36,204,869 | $1.6B |
| 5 | Capital International Investors | 5.52% | 36,085,129 | $1.6B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.16% | 33,774,982 | $1.5B |
| 7 | BlackRock, Inc. | 3.97% | 25,985,785 | $1.1B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 15,013,125 | $645M |
| 9 | BlackRock, Inc. | 2.18% | 14,258,467 | $615M |
| 10 | FMR LLC | 1.65% | 10,797,399 | $466M |
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