CenterPoint Energy Inc.
09/26/2025 | Press release | Distributed by Public on 09/26/2025 14:02
Corporate Action, Amendments to Bylaws (Form 8-K)
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
Effective September 25, 2025, the Board of Directors (the "Board") of CenterPoint Energy, Inc. ("CenterPoint Energy") amended and restated CenterPoint Energy's bylaws (the "Bylaws"). The amendments to the Bylaws were made in connection with certain recent changes to the Texas Business Organizations Code ("TBOC") and pursuant to the Board's periodic corporate governance review process. The amendments include, among other things, the following changes:
•adding a new section providing for a jury trial waiver for internal entity claims (as defined by the TBOC);
•revising the exclusive forum bylaw to provide that, if the United States District Court for the Southern District of Texas lacks jurisdiction, the Eleventh Business Court Division of the Texas Business Court located in Harris County, Texas (rather than the state district court of Harris County, Texas), will be the sole and exclusive forum for certain internal entity claims (as defined by the TBOC), unless CenterPoint Energy consents to a different forum;
•adding a new section to adopt an ownership threshold requiring any shareholder (as defined by the TBOC) or group of such shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least three percent of CenterPoint Energy's outstanding shares in order to institute or maintain a derivative proceeding;
•revising the director retirement age from 73 to 75 years of age;
•revising the definition of "Shareholder Associated Person" to include members of a group (as defined by Rule 13d-5 of the Securities Exchange Act of 1934, as amended), and participants in a proxy solicitation with respect to a shareholder's nomination or business proposal; and
•making certain administrative, modernizing, clarifying, and conforming changes.
The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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