CenterPoint Energy (CNP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2026, with voting on director elections, auditor ratification, executive compensation, and amendments to the Certificate of Formation.

• Strategic focus on a $65.5 billion ten-year capital plan through 2035 to drive growth, resiliency, and customer affordability.

• 2025 financial results exceeded non-GAAP EPS guidance, with a long-term annual non-GAAP EPS growth outlook of 7-9% through 2035.

• Board and management changes include a new Chair and the nomination of a director with significant financial expertise.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and approval of amended Certificate of Formation for officer exculpation and updates.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must comply with advance notice and proxy access provisions.

Board of directors and corporate governance

• Board comprises eleven nominees, ten of whom are independent, with diverse skills in finance, risk, utility operations, and governance.

• Ongoing board refreshment and annual evaluations ensure alignment with strategic goals.

• Board leadership structure combines Chair/CEO roles with a Lead Independent Director.

• Majority voting and director resignation policies in place for uncontested elections.

• Bylaws amended to align with Texas law, update director retirement age to 75, and set a 3% ownership threshold for derivative litigation.