8-KLeadership ChangesExhibits & Filings

CENTERPOINT ENERGY INC 8-K Report, Executive Changes (Feb 28, 2012)

Filed February 28, 2012For Securities:CNP

Summary

This Form 8-K filing by CenterPoint Energy, Inc. (CNP) on February 28, 2012, primarily details amendments to its Long-Term Incentive Plan (LTIP) award agreements, specifically concerning performance share and restricted stock unit awards. These changes impact how retirement affects award payouts, introducing a six-month waiting period after retirement within the award year for eligible participants (age 55+ with 5+ years of service). Furthermore, the filing discloses a significant discretionary cash bonus of $500,000 awarded to Scott E. Rozzell, Executive Vice President, General Counsel, and Corporate Secretary. This bonus recognizes his outstanding contributions to complex regulatory proceedings and litigation in Texas concerning the recovery of over $4 billion related to the state's electric industry restructuring. These updates provide transparency into executive compensation and incentive structures.

Key Highlights

  • 1Amendments to CenterPoint's Long-Term Incentive Plan (LTIP) award agreements were approved on February 22, 2012.
  • 2New forms for performance share and restricted stock unit award agreements with performance goals were introduced.
  • 3A new provision requires 'retirement eligible' participants (age 55+ with 5+ years of service) to wait six months into the award year to receive payments upon retirement.
  • 4Restricted stock unit awards with service-based vesting will now vest earlier upon a change in control or pro-rata upon death, disability, or retirement (subject to the six-month rule).
  • 5A $500,000 discretionary cash bonus was awarded to Scott E. Rozzell, EVP, General Counsel, and Corporate Secretary.
  • 6The bonus to Mr. Rozzell was for exceptional leadership in significant Texas electric industry restructuring regulatory proceedings and litigation.
  • 7The filing includes updated forms for various award agreements as exhibits to the report.

Frequently Asked Questions

The company approved new forms of award agreements for performance shares and restricted stock units. Key changes include a new stipulation that retirement-eligible employees (age 55+ with at least five years of service) will not receive award payments if they retire within the first six months of the calendar year in which the award was granted. Provisions for earlier vesting upon change of control, death, disability, or retirement were also updated for service-based awards.

Mr. Rozzell received this discretionary bonus in recognition of his exceptional leadership and performance concerning major regulatory proceedings and litigation related to CenterPoint Energy Houston Electric, LLC's recovery of over $4 billion tied to the restructuring of the electric industry in Texas.

The filing refers to newly approved forms of award agreements, suggesting these changes apply to future awards made under these new agreement templates. It does not explicitly state retroactive application to currently outstanding awards, but the nature of approved forms implies forward-looking implementation.

The specific forms of the award agreements are attached as Exhibits 10.1, 10.2, and 10.3 to this Form 8-K filing and are incorporated by reference.