8-KLeadership ChangesExhibits & Filings

CENTERPOINT ENERGY INC 8-K Report, Executive Changes (Dec 16, 2009)

Filed December 16, 2009For Securities:CNP

Summary

CenterPoint Energy, Inc. (CNP) filed an 8-K on December 16, 2009, to announce an amendment to its Short Term Incentive Plan (the Plan). This amendment, effective for awards granted after 2009, addresses compliance with IRS Section 162(m) related to executive compensation. The primary change impacts retirement-eligible participants, defined as those aged 55 or older with five years of service. Previously, retirement-eligible employees were guaranteed an award at the target level if they retired during the year, irrespective of actual performance goals. The amended Plan now requires that such payments, if any, be based on the Compensation Committee's assessment of actual performance goal achievement for the year and the participant's compensation earned prior to retirement, provided they worked at least 90 days in that year. This change aligns the Plan more closely with IRS regulations regarding deductible executive compensation.

Key Highlights

  • 1CenterPoint Energy (CNP) amended its Short Term Incentive Plan to comply with IRS Section 162(m) regulations.
  • 2The amendment impacts how awards are calculated for retirement-eligible participants (age 55+ with 5 years of service).
  • 3Previously, retirement-eligible participants received awards at the target level upon retirement, regardless of performance.
  • 4The revised Plan now bases retirement awards on the Compensation Committee's determination of actual performance goal achievement.
  • 5Participants must have been employed for at least 90 days in the retirement year to receive an award.
  • 6The changes apply to all awards granted after 2009.
  • 7The amendment was filed on December 16, 2009, via an 8-K filing.

Frequently Asked Questions

The primary reason for amending the Plan was to ensure compliance with Internal Revenue Service (IRS) regulations, specifically Section 162(m) of the Internal Revenue Code, which relates to deductible executive compensation.

For retirement-eligible employees (aged 55 or older with five years of service), the amendment changes how their incentive awards are calculated. Previously, they received the target award level upon retirement. Now, the payout depends on the Compensation Committee's assessment of actual performance goal achievement for that year and compensation earned prior to retirement, provided they worked at least 90 days in the year.

Yes, retirement-eligible employees may still receive an incentive award upon retirement. However, the amount will no longer be guaranteed at the target level. It will be based on the company's performance against set goals and their prior compensation, as determined by the Compensation Committee.

The amendment applies to all awards granted after December 31, 2009.