CENTERPOINT ENERGY, INC. (NYSE:CNP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CENTERPOINT ENERGY, INC. (NYSE:CNP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02(b).

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

The CenterPoint Energy, Inc. (the Company) Executive Life
Insurance Plan (the Plan) provides endorsement split-dollar life
insurance for certain of the Companys senior executive officers,
including Mr.McGoldrick. Participation in the Plan was frozen as
of January1, 2002. Coverage under the Plan continues after the
executives termination of service at age 65 or later. If a
participant leaves after age 55 and prior to age 65, benefits
under the Plan will cease unless the Compensation Committee of
the Board of Directors (the Board) elects to continue the
coverage. Under the Plan, Mr.McGoldrick is entitled to
single-life coverage with a death benefit equal to two times his
current salary, with such coverage to expire upon his retirement
on March1, 2017. On February21, 2017, the Compensation Committee
of the Board elected to continue coverage for Mr.McGoldrick under
the Plan following his retirement.

Item5.03. Amendments to the Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Amendment to Bylaws

On February22, 2017, the Board approved the Third Amended and
Restated Bylaws (the Bylaws) of the Company, primarily to
implement proxy access for its shareholders. Article III of the
Bylaws permits a nominating group of up to 20 shareholders owning
three percent or more of the Companys common stock continuously
for at least three years to nominate and include in the Companys
proxy materials for an annual meeting of shareholders, director
candidates constituting up to the greater of (i) 20percent (or if
such amount is not a whole number, the closest whole number below
20 percent) of the Companys Board or (ii)two, provided that the
shareholder (or group) and each nominee satisfy the requirements
specified in the Bylaws.

The foregoing description of the terms of the Bylaws does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the Bylaws, which is filed herewith as
Exhibit 3.1.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT

NUMBER

EXHIBIT DESCRIPTION

3.1 Third Amended and Restated Bylaws of CenterPoint Energy, Inc.


About CENTERPOINT ENERGY, INC. (NYSE:CNP)

CenterPoint Energy, Inc. is a public utility holding company. The Company’s segments include Electric Transmission & Distribution, Natural Gas Distribution, Energy Services, Midstream Investments and Other Operations. Its Electric Transmission & Distribution segment provides electric transmission and distribution services to retail electric providers. Its Natural Gas Distribution segment offers intrastate natural gas sales to and natural gas transportation and distribution for residential, commercial and industrial customers. Its Energy Services segment includes non-rate regulated gas sales to, and transportation and storage services for, commercial and industrial customers. Its Midstream Investments segment includes equity investment in Enable Midstream Partners, LP (Enable) that owns, operates and develops natural gas and crude oil assets. Its Other Operations segment includes office buildings and other real estate used in its business operations and other corporate operations.

CENTERPOINT ENERGY, INC. (NYSE:CNP) Recent Trading Information

CENTERPOINT ENERGY, INC. (NYSE:CNP) closed its last trading session up +0.18 at 27.02 with 2,573,457 shares trading hands.