8-K/ALeadership ChangesExhibits & Filings

CENTERPOINT ENERGY INC 8-K/A Report, Executive Changes (Dec 17, 2013)

Filed December 17, 2013For Securities:CNP

Summary

This Form 8-K/A filing is an amendment to a previous filing and details changes to the compensation package for Mr. Scott M. Prochazka, effective January 1, 2014, coinciding with his appointment as President and Chief Executive Officer. The primary focus is on the adjustments to his base salary and incentive targets, as well as the terms of a new change in control agreement. Investors should note the significant increase in Prochazka's compensation, including a raise in his annual base salary to $900,000, and enhanced incentive targets for both short-term (100% of base salary) and long-term (300% of base salary) plans for 2014. Furthermore, a change in control agreement has been established, providing severance benefits equivalent to three times his annual base salary plus bonus in the event of a change in control and termination of employment. This agreement, effective January 1, 2014, has a one-year term with automatic renewal and excludes excise tax gross-up payments.

Key Highlights

  • 1Amendment to previous 8-K filing regarding executive compensation.
  • 2Scott M. Prochazka's compensation terms modified effective January 1, 2014.
  • 3Annual base salary increase for Mr. Prochazka to $900,000.
  • 4Short-term incentive plan target increased to 100% of base salary for 2014.
  • 5Long-term incentive plan target increased to 300% of base salary for 2014.
  • 6New change in control agreement entered into with Mr. Prochazka.
  • 7Severance benefits under change in control agreement are three times base salary plus bonus.

Frequently Asked Questions

This amended 8-K filing (8-K/A) provides updated information regarding the compensation package for Scott M. Prochazka, effective January 1, 2014, upon his appointment as President and Chief Executive Officer. It amends details previously filed on October 29, 2013.

Mr. Prochazka's annual base salary has been increased to $900,000. His incentive targets for 2014 have also been enhanced: 100% of base salary for the short-term incentive plan and 300% of base salary for the long-term incentive plan.

The change in control agreement provides Mr. Prochazka with severance benefits equivalent to three times his annual base salary plus bonus, along with other benefits, in the event of a change in control of the company coupled with the termination of his employment. The agreement is for a one-year term with automatic renewal and does not include excise tax gross-up payments.

All of these changes, including the salary adjustments, incentive plan modifications, and the change in control agreement, are effective as of January 1, 2014.