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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April27, 2017, the Board of Directors of CenterPoint Energy,
Inc. (CenterPoint Energy) approved an amendment and restatement
of the CenterPoint Energy Change in Control Plan, effective May1,
2017 (the Amended Plan), which amends and restates, in its
entirety, the prior change in control plan that was previously
adopted by the Board of Directors effective January1, 2015.
The Amended Plan continues to cover officers of CenterPoint
Energy, including the Chief Executive Officer (CEO), the Chief
Financial Officer and CenterPoint Energys other named executive
officers, and will provide for severance payments and other
benefits in the event a Covered Termination (as defined in the
Amended Plan) occurs three months prior to or within two years
after the completion of a transaction that effects a Change in
Control (as defined in the Amended Plan). Benefits under the
Amended Plan continue to be subject to a double trigger because
both a Change in Control and termination of the participants
employment are required for the participant to qualify for
benefits.
If benefits under the Amended Plan are triggered, CenterPoint
Energys CEO would continue to receive a lump sum cash payment
equal to three times his base salary and target annual short-term
incentive. The other named executive officers would continue to
receive a lump sum cash payment equal to two times their base
salary and target annual short-term incentive. Additionally,
Amended Plan participants would be entitled to: (i)a lump sum
pro-rated short-term incentive payment at target; (ii)deemed
achievement of the target level of performance and full vesting
of awards granted on or before April30, 2017 under CenterPoint
Energys long-term incentive plan (the LTI Plan) that are subject
to performance criteria; (iii)a two-year extension of medical,
dental and vision benefits at active employee rates;
(iv)outplacement assistance for up to nine months; and (v)an
additional two years (three years for the CEO) service credit
under CenterPoint Energys retirement plan. The Amended Plan
further provides that for awards granted on or after May1, 2017
under the LTI Plan, (i)the Amended Plan does not apply and
(ii)awards are subject to the terms of the LTI Plan and the
applicable award agreements.
Any change in control benefits payable under the Amended Plan are
subject to execution of an agreement by the Amended Plan
participant releasing claims against CenterPoint Energy.
Participants are also obligated to comply with the
confidentiality, non-competition and non-solicitation provisions
under the Amended Plan. The Amended Plan clarifies that nothing
in the Amended Plan precludes participants from communicating
with government agencies.
The foregoing summary is qualified in its entirety by the Amended
Plan, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by
reference.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
At the annual
meeting of the shareholders of CenterPoint Energy held on
April27, 2017, 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
Energys definitive proxy statement for the annual meeting, which
was filed with the Securities and Exchange Commission on March16,
2017.
Election
of Directors (Item 1)
The following
nominees for director were elected to serve one-year terms
expiring at the 2018 annual meeting of shareholders, with the
vote totals as set forth in the table below:
|
Nominee |
For | Against | Abstentions | BrokerNon-Votes | ||||||||||||
|
Milton Carroll |
313,955,371 | 6,697,906 | 994,850 | 49,561,827 | ||||||||||||
|
Michael P. Johnson |
317,710,232 | 2,836,487 | 1,101,408 | 49,561,827 | ||||||||||||
|
Janiece M. Longoria |
316,637,858 | 4,123,913 | 886,356 | 49,561,827 | ||||||||||||
|
Scott J. McLean |
318,739,744 | 1,749,345 | 1,159,038 | 49,561,827 | ||||||||||||
|
Theodore F. Pound |
318,662,713 | 1,732,497 | 1,252,917 | 49,561,827 | ||||||||||||
|
Scott M. Prochazka |
318,004,151 | 2,595,857 | 1,048,119 | 49,561,827 | ||||||||||||
|
Susan O. Rheney |
318,316,002 | 2,229,637 | 1,102,488 | 49,561,827 | ||||||||||||
|
Phillip R. Smith |
318,437,853 | 1,867,187 | 1,343,087 | 49,561,827 | ||||||||||||
|
John W. Somerhalder II |
318,040,971 | 2,198,510 | 1,408,646 | 49,561,827 | ||||||||||||
|
Peter S. Wareing |
316,188,007 | 4,180,850 | 1,279,270 | 49,561,827 |
Ratification of
Appointment of Independent Auditors (Item 2)
The appointment of
Deloitte Touche LLP as independent registered public accountants
for CenterPoint Energy for 2017 was ratified, with the vote
totals as set forth in the table below:
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|||
|
362,478,330 |
7,034,155 | 1,697,469 |
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 |
BrokerNon-Votes |
|||
|
301,033,591 |
18,392,318 | 2,222,218 | 49,561,827 |
Advisory
Vote on the Frequency of Future Shareholder Advisory Votes on
Executive Compensation (Item 4)
In the advisory
vote on the frequency of future shareholder advisory votes on
CenterPoint Energys 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 |
Abstentions |
BrokerNon-Votes |
||||
|
277,597,242 |
1,627,137 | 40,461,710 | 1,962,038 | 49,561,827 |
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
an advisory vote on the frequency of say-on-pay votes as required
under SEC rules.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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EXHIBIT NUMBER |
EXHIBIT DESCRIPTION |
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| 10.1 | CenterPoint Energy, Inc. Change in Control Plan |
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 down -0.22 at 28.31 with 2,269,351 shares trading hands.
