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, 2020

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 2.02.     Results of Operations and Financial Conditions.

On February 19, 2020, CenterPoint Energy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing leadership transitions at the Company. The Press Release also highlights several topics that are expected to be addressed on the Company’s earnings conference call regarding the Company’s completed fourth quarter and full-year 2019 performance and financial results, which is scheduled for February 27, 2020.

The information in the Press Release is being furnished, not filed, pursuant to Item 2.02. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.     Financial Statements and Exhibits.

The information in the Press Release is being furnished, not filed, pursuant to Item 2.02. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

(d) Exhibits.

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Press Release dated February 19, 2020
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 21, 2020	By:	/s/ Jason M. Ryan
		Jason M. Ryan
		Senior Vice President and General Counsel

EX-99.1

Exhibit 99.1

	For more information contact                                                      Media:                                                      Alicia Dixon                                                      Phone713.207.5885                                                      Investors:                                                      Dave Mordy                                                      Phone713.207.6500
For Immediate Release

CenterPoint Energy Announces Leadership Transition

• Current Director John W. Somerhalder II appointed interim President and Chief Executive Officer, succeeding prior President and Chief Executive Officer Scott M. Prochazka

• Company to announce strong full-year 2019 results and provide 2020 EPS guidance during earnings call on February 27

Houston, February 19, 2020 – CenterPoint Energy, Inc. (NYSE: CNP) today announced that its board of directors has appointed John W. Somerhalder II as interim President and Chief Executive Officer to succeed Scott M. Prochazka, who has stepped down as President and Chief Executive Officer, and as a member of the board of directors.

Mr. Somerhalder is a 40-year energy industry veteran, including as Chief Executive and a Director of AGL Resources Inc., a natural gas utility. He has served as a Director of CenterPoint Energy, Inc. since 2016 and also serves as Director and Trustee on the boards of numerous non-profit organizations. The company has commenced a process to identify a permanent CEO and has formed a sub-committee of the board to support the selection process. These changes are effective immediately.

Milton Carroll, Executive Chairman, said, “On behalf of the board of directors and CenterPoint Energy’s employees, I would like to thank Scott for his meaningful contributions to the company during his distinguished career. Scott led CenterPoint Energy through significant growth and transformation and, under his leadership, we made progress in our journey to achieve our vision to lead the nation in delivering energy, service, and value.”

Mr. Carroll added, “The board has determined that now is the right time for a new leader with a fresh strategic perspective to lead the company through its next phase of growth and value creation. We are fortunate to have found in John an outstanding energy industry executive with vast utility experience and the skills to ensure that we continue our momentum during the search process.”

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Mr. Somerhalder said, “I am privileged to step in and lead this company and its talented employees to ensure that we remain focused on meeting our commitments. As interim President and CEO, I am intent on delivering strong performance, continuous dividend growth, and a strengthened balance sheet, while enhancing our business risk profile, earnings quality, and earnings growth for the benefit of our stakeholders.”

Mr. Somerhalder added, “Our Chief Financial Officer Xia Liu and I look forward to discussing our strong 2019 performance, as well as providing our 2020 EPS guidance and utility EPS growth target during our upcoming earnings call on February 27. I also look forward to working alongside the leadership team in the exciting next phase of the company’s future.”

About John W. Somerhalder II

John W. Somerhalder II has been a Director of CenterPoint Energy, Inc. since October 2016. Mr. Somerhalder is a private investor. He most recently served as Interim President and Chief Executive Officer of Colonial Pipeline Company, a privately held company that operates a refined liquid petroleum products pipeline system, from February 2017 to October 2017. Prior to joining Colonial Pipeline Company, Mr. Somerhalder served as President, Chief Executive Officer and as a director of AGL Resources Inc., a former publicly traded energy services holding company, which was acquired by Southern Company, whose principal business is the distribution of natural gas, from March 2006 through December 2015 and as Chairman of the Board of AGL Resources Inc. from November 2007 through December 2015. Prior to joining AGL Resources Inc., he served in a number of roles with El Paso Corporation, a publicly traded natural gas and related energy products provider, and its subsidiaries since 1977, including as Executive Vice President, and as President of El Paso Pipeline Group.He has served as a director of Crestwood Equity GP LLC, the general partner of Crestwood Equity Partners LP, and he served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, LP from 2017 to July 2019. He currently serves as director and trustee on the boards of numerous non-profit organizations.

About CenterPoint Energy, Inc.

Headquartered in Houston, Texas, CenterPoint Energy, Inc. is an energy delivery company with regulated utility businesses in eight states and a competitive energy businesses footprint in nearly 40 states. Through its electric transmission & distribution, power generation and natural gas distribution businesses, the company serves more than 7 million metered customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma, and Texas. CenterPoint Energy’s competitive energy businesses include natural gas marketing and energy-related services; energy efficiency, sustainability and infrastructure modernization solutions; and construction and repair services for pipeline systems, primarily natural gas. The company also owns 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 14,000 employees and approximately $35 billion in assets, CenterPoint Energy, Inc. and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or

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implied by these forward-looking statements. Any statements in this news release regarding future earnings, and future financial performance and results of operations, including, but not limited to earnings guidance, targeted dividend growth rate and any other statements that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release speaks only as of the date of this release.

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XML

Cover Page Cover Page	Feb. 19, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 19, 2020
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