CenterPoint Energy (CNP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2025, with voting on director elections, auditor ratification, executive compensation, and an amendment to the stock plan for outside directors.

• Continued execution of a 10-year capital plan focused on resiliency, reliability, and growth, including the Greater Houston Resiliency Initiative and regulatory progress on rate cases.

• Board refreshment with three new director nominees and creation of a Safety and Operations Committee in April 2024.

• CEO transition from Dave Lesar to Jason Wells, with additional senior leadership changes and succession planning.

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 an amendment to the Stock Plan for Outside Directors to increase reserved shares by 350,000.

• Shareholder proposals and director nominations for the 2026 meeting must comply with advance notice and proxy access bylaw provisions.

Board of directors and corporate governance

• Eleven director nominees, with a majority being independent and a mix of tenures and skills, including utility, finance, risk, and ESG expertise.

• Board committees: Audit, Human Capital and Compensation, Governance, and Safety and Operations, all with independent members.

• Annual board and committee evaluations, robust succession planning, and regular shareholder engagement.

• Majority voting standard for director elections and director resignation policy in uncontested elections.

• Waiver of mandatory retirement age for the Independent Chair for two years.