8-KLeadership ChangesCorporate ChangesExhibits & Filings

CENTERPOINT ENERGY INC 8-K Report, Executive Changes (Jul 29, 2008)

Filed July 29, 2008For Securities:CNP

Summary

This 8-K filing from CenterPoint Energy, Inc. (CNP) on July 29, 2008, primarily announces significant changes to the company's Board of Directors and its governance structure. The Board has been expanded with the election of two new directors, Michael P. Johnson and Susan O. Rheney, increasing the total number of directors to 13. These new directors bring diverse experience from the energy and investment sectors, with Mr. Johnson having a background at The Williams Companies and Ms. Rheney as a private investor and director at Genesis Energy, Inc. Furthermore, the company has amended its Bylaws to declassify the Board of Directors, meaning that starting from the 2009 annual meeting, all directors will be elected for one-year terms, rather than staggered terms. This move toward annual elections is a key governance change that aligns with current best practices and provides shareholders with more frequent opportunities to vote on the entire slate of directors. The Articles of Incorporation were also restated to reflect these and other existing amendments.

Key Highlights

  • 1Election of two new directors, Michael P. Johnson and Susan O. Rheney, to the Board of Directors, increasing the board size from 11 to 13 members.
  • 2Mr. Johnson brings executive experience from The Williams Companies, Inc. and currently serves on multiple corporate boards.
  • 3Ms. Rheney has experience as a private investor and director of Genesis Energy, Inc., with a background in private equity.
  • 4Amendment of the Company's Bylaws to declassify the Board of Directors.
  • 5Beginning with the 2009 annual meeting, all directors will be elected annually for a term expiring at the succeeding annual meeting.
  • 6Restatement of the Articles of Incorporation to incorporate existing amendments and update director information.
  • 7The company is strengthening its corporate governance framework with these changes.

Frequently Asked Questions

The expansion of the Board of Directors from 11 to 13 members was part of a strategic decision by the company to bring in new expertise and perspectives. The two newly elected directors, Michael P. Johnson and Susan O. Rheney, have significant experience in the energy sector, corporate governance, and finance, which are expected to benefit the company.

Declassifying the Board means that starting from the 2009 annual meeting, all directors will be elected annually by shareholders for one-year terms. Previously, directors were elected for staggered, multi-year terms. This change provides shareholders with a more direct and frequent opportunity to vote on the election or re-election of the entire Board.

The restated Articles of Incorporation and Bylaws serve to consolidate all existing amendments into single, updated documents. Specifically, the Bylaws were amended to reflect the declassification of the Board, and the Articles of Incorporation were updated to include current director information and all other existing amendments, ensuring the company's foundational legal documents are current and accurately reflect its governance structure.

Michael P. Johnson has extensive experience as Senior Vice President and Chief Administrative Officer of The Williams Companies, Inc., and currently serves on the boards of Patriot Coal Corporation, Buffalo Wild Wings, Inc., and QuikTrip Corporation. Susan O. Rheney is a private investor and has served as a director of Genesis Energy, Inc. and formerly as chairman of Cenveo, Inc., bringing significant financial and investment expertise.