8-KCorporate ChangesExhibits & Filings

CENTERPOINT ENERGY INC 8-K Report, Bylaw Amendment (Dec 11, 2015)

Filed December 11, 2015For Securities:CNP

Summary

CenterPoint Energy, Inc. (CNP) filed an 8-K on December 11, 2015, to report an amendment to its bylaws approved by the Board of Directors on December 10, 2015. The key change is the adoption of an exclusive forum selection provision. This provision designates the United States District Court for the Southern District of Texas, or the state district court of Harris County, Texas, as the sole and exclusive venue for specific types of corporate litigation. These include derivative lawsuits, actions alleging breach of duty by directors, officers, or employees, and claims governed by the Texas Business Organizations Code or the company's governing documents. Importantly, this provision is subject to shareholder ratification at the 2016 annual meeting.

Key Highlights

  • 1CenterPoint Energy's Board of Directors approved an amendment to the company's bylaws on December 10, 2015.
  • 2The amendment establishes an exclusive forum selection clause for certain corporate litigation.
  • 3The designated exclusive forums are the U.S. District Court for the Southern District of Texas or the state district court of Harris County, Texas.
  • 4This provision applies to derivative lawsuits, breach of duty claims against directors, officers, and employees, and actions under the Texas Business Organizations Code.
  • 5The exclusive forum provision also covers claims governed by the company's articles of incorporation and bylaws, and those under the internal affairs doctrine.
  • 6The Board has committed to submitting this exclusive forum provision for shareholder ratification at the 2016 annual meeting.
  • 7If not ratified, the Board will remove the provision within five business days following the meeting.

Frequently Asked Questions

The main purpose of this filing is to report an amendment to CenterPoint Energy's bylaws that establishes an exclusive forum selection clause for certain types of litigation, aiming to streamline legal proceedings and potentially reduce litigation costs and uncertainties.

The exclusive forum provision covers derivative lawsuits, actions asserting breach of duty by a director, officer, or employee, actions brought under any provision of the Texas Business Organizations Code, the company's articles of incorporation or bylaws, and actions asserting a claim governed by the internal affairs doctrine.

The amendment was approved by the Board of Directors, but it is subject to ratification by the company's shareholders at the 2016 annual meeting. If the shareholders do not ratify the provision, it will be removed from the bylaws.

For shareholders, this means that any eligible lawsuit they might wish to bring against the company or its directors/officers must be filed in the specified Texas courts, potentially limiting their choice of venue. The ratification process ensures shareholder input on this significant governance change.