8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2021

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Texas		1-31447			74-0694415
(State or other jurisdiction		(Commission File Number)			(IRS Employer
of incorporation)					Identification No.)
1111 Louisiana
Houston	Texas		77002
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code:			(713)	207-1111

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CNP	The New York Stock Exchange
		Chicago Stock Exchange, Inc.
Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par value	CNP/PB	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2021, upon recommendation of the Governance Committee of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company”), the Board of the Company increased the size of the Board from ten to eleven directors and appointed Wendy Montoya Cloonan to fill the newly created directorship effective immediately. Ms. Cloonan will serve as a director of the Board of the Company until the expiration of her term on the date of the Company’s annual meeting of shareholders in 2021 and until her successor is elected and qualified. Ms. Cloonan is expected to stand for election as a director at the Company’s annual meeting of shareholders in 2021. Ms. Cloonan will serve on the Board’s Audit and Compensation Committees.

Ms. Cloonan, 41, is sole shareholder of The Law Office of Wendy Montoya Cloonan, PLLC, since August 2019, which specializes in the areas of public finance and public law. Before founding her own firm, Ms. Cloonan worked at the Houston Endowment, Inc., a private foundation that partners with other organizations in the non-profit, public and private sectors to improve quality of life for the residents of greater Houston, from February 2015 to July 2019 where she served as Senior Program Officer in Education, Assistant General Counsel and Director of Legal. Prior to joining Houston Endowment, Inc., Ms. Cloonan served as an attorney at Hunton Andrews Kurth LLP (formerly, Andrews Kurth LLP), Schwartz, Page & Harding, L.L.P. and Vinson & Elkins LLP. Ms. Cloonan has served as a commissioner of the Port of Houston Authority since 2019 and on the board of directors of the Houston Downtown Management District since 2015. She has previously served on the boards of directors of several non-profit organizations, which included leadership roles with the Hispanic Bar Association and United Way.

There are no arrangements or understandings between Ms. Cloonan and any other person pursuant to which she was selected as a director. The Company is not aware of any transaction in which Ms. Cloonan has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Cloonan will be compensated for her service on the Board under the Company’s standard arrangement for non-employee directors described in its proxy statement for the 2020 annual meeting of shareholders.

A copy of the press release containing the announcement of Ms. Cloonan’s appointment is attached as Exhibit 99.1.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Press Release dated February 19, 2021
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CENTERPOINT ENERGY, INC.
Date: February 19, 2021	By:	/s/ Monica Karuturi
		Monica Karuturi
		Senior Vice President and General Counsel

EX-99.1

	Exhibit 99.1
	For more information contact
	Media:
	John Sousa
	Phone 713.619.5143
	Investors:
	Phillip Holder
	Phone 713.207.6500

Page 1 of 2

CenterPoint Energy Appoints New Board Member

Wendy Montoya Cloonan

Houston – Feb. 19, 2021 –CenterPoint Energy, Inc. (NYSE: CNP) today announced the appointment of Wendy Montoya Cloonan, an accomplished attorney and civic and community leader, to its Board of Directors, effective today.

Wendy is an experienced attorney having recently started her own law firm specializing in public finance and public law. She practiced in the fields of public finance and public law for over a decade having started her legal career at Vinson & Elkins LLP. Wendy also worked at the Houston Endowment where she served as Senior Program Officer in Education and Director of Legal until she founded her own practice.

Wendy was appointed a Commissioner of the Port of Houston Authority by the Harris County Commissioners Court in June 2019. In this capacity, she works with her fellow commissioners to set Port policies and guide executive leadership to ensure the Port continues to lead as an economic engine for the region, Texas and the nation. Wendy chairs the Port’s Procurement and Small Business Task Force and serves on the Port’s Community Relations Committee and Compensation Committee.

“Drawing upon her outstanding experience, especially in legal, finance and civic and community affairs, I am confident that Wendy will provide invaluable perspectives and insights that will further strengthen CenterPoint Energy’s Board of Directors,” said Executive Chairman of the Board Milton Carroll. “Wendy is a recognized leader in our city, state and region whose collaborative and inclusive approach during her career will be instrumental to our company as we execute our new long-term growth strategy.”

Wendy said, “As a native Houstonian, I appreciate the critical role CenterPoint Energy plays in our community, and I am honored to join the Board of Directors at this important time in the company’s long, proud history. I look forward to working with my fellow directors and the leadership team as CenterPoint Energy continues to grow its utilities and strives to maximize the advantages of this growth for its customers, shareholders and communities.”

A product of Houston’s public schools from elementary to high school, Wendy earned a Bachelor of Arts degree from Yale University, a Master in Public Policy from the John F. Kennedy School of Government at Harvard University, and a Doctor of Jurisprudence with Honors from The University of Texas School of Law.

– more –

Page 2 of 2

Wendy has been active in various community and civic organizations throughout her career. She currently serves as Secretary of the Board of Directors of the Houston Downtown Management District. Wendy’s previous community involvement has included leadership roles with the Hispanic Bar Association and United Way.

About CenterPoint Energy

As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas. As of September 30, 2020, the company owned approximately $33 billion in assets and also owned 53.7 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership that owns, operates and develops strategically located natural gas and crude oil infrastructure assets. With approximately 9,600 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.

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XML

Cover Page Cover Page	Feb. 19, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 19, 2021
Entity Registrant Name	CENTERPOINT ENERGY INC
Entity Incorporation, State or Country Code	TX
Entity File Number	1-31447
Entity Tax Identification Number	74-0694415
Entity Address, Address Line One	1111 Louisiana
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	(713)
Local Phone Number	207-1111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001130310
Common Stock | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CNP
Security Exchange Name	NYSE
Common Stock | Chicago Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CNP
Security Exchange Name	CHX
Depositary Shares | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par value
Trading Symbol	CNP/PB
Security Exchange Name	NYSE