As filed with the Securities and Exchange Commission on April 22, 2025
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Texas | 74-0694415 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
|
1111 Louisiana Houston, Texas |
77002 | |
| (Address of principal executive offices) | (Zip code) |
AMENDED AND RESTATED CENTERPOINT ENERGY, INC.
STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
Monica Karuturi
Executive Vice President and General Counsel
1111 Louisiana Street
Houston, Texas 77002
(713) 207-1111
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Timothy S. Taylor
Clinton W. Rancher
Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| 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 7(a)(2)(B) of the Securities Act. ¨
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by CenterPoint Energy, Inc. (“CenterPoint Energy”) pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, to register an additional 350,000 shares of common stock of CenterPoint Energy issuable pursuant to the Amended and Restated CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended (the “Plan”).
In accordance with General Instruction E to Form S-8, and except as the same may be modified by the information set forth in this Registration Statement, the contents of the Registration Statement on Form S-8 (No. 333-105773) filed on June 2, 2003, as amended by Post-Effective Amendment No. 1 to such Registration Statement filed on April 26, 2012, the Registration Statement on Form S-8 (No. 333-173660) filed on April 21, 2011, and the Registration Statement on Form S-8 (No. 333-238800) filed on May 29, 2020 relating to the Plan, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 6. Indemnification of Directors and Officers.
Title 1, Chapter 8 of the Texas Business Organizations Code (“TBOC”) and Article V of CenterPoint Energy’s Fourth Amended and Restated Bylaws provide CenterPoint Energy with broad powers and authority to indemnify its directors and officers and to purchase and maintain insurance for such purposes. Pursuant to such statutory and Bylaw provisions, CenterPoint Energy has purchased insurance against certain costs of indemnification that may be incurred by it and by its officers and directors.
Additionally, Article IX of CenterPoint Energy’s Restated Articles of Incorporation provides that no director of CenterPoint Energy is liable to CenterPoint Energy or its shareholders for monetary damages for any act or omission in the director’s capacity as director, except as required by law as in effect from time to time. Currently, Section 7.001 of the TBOC requires that liability be imposed for the following actions: (i) any breach of such director’s duty of loyalty to CenterPoint Energy or its shareholders, (ii) any act or omission not in good faith that constitutes a breach of duty of such director to CenterPoint Energy or that involves intentional misconduct or a knowing violation of law, (iii) a transaction from which such director received an improper benefit, regardless of whether or not the benefit resulted from an action taken within the scope of the director’s duties or (iv) an act or omission for which the liability of a director is expressly provided for by statute.
Article IX of CenterPoint Energy’s Restated Articles of Incorporation also provides that any subsequent amendments to Texas statutes that further limit the liability of directors will inure to the benefit of the directors, without any further action by shareholders. Any repeal or modification of Article IX shall not adversely affect any right of protection of a director of CenterPoint Energy existing at the time of the repeal or modification.
| ITEM 8. | Exhibits. |
The following documents are filed as part of this Registration Statement or incorporated by reference herein:
| Exhibit Number |
Document Description | Report or Registration Statement |
SEC File
or Registration Number |
Exhibit Reference | ||||
| 4.1* - | Restated Articles of Incorporation of CenterPoint Energy | CenterPoint Energy’s Form 8-K dated July 24, 2008 | 1-31447 | 3.2 | ||||
| 4.2* - | Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy | CenterPoint Energy's Form 10-K for the year ended December 31, 2011 | 1-31447 | 3(c) | ||||
| 4.3* - | Fourth Amended and Restated Bylaws of CenterPoint Energy | CenterPoint Energy’s Form 10-K for the year ended December 31, 2023 | 1-31447 | 3(h) | ||||
| 4.4* - | Form of CenterPoint Energy Stock Certificate | CenterPoint Energy’s Registration Statement on Form S-4 filed on November 5, 2001 | 333-69502 | 4.1 | ||||
| 4.5* - | Amended and Restated CenterPoint Energy, Inc. Stock Plan for Outside Directors | CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2018 | 1-31447 | 10.1 | ||||
| 4.6* - | First Amendment to the Amended and Restated CenterPoint Energy, Inc. Stock Plan for Outside Directors | CenterPoint Energy’s Form 10-K for the year ended December 31, 2019 | 1-31447 | 10(n)(2) | ||||
| 4.7* - | Second Amendment to the Amended and Restated CenterPoint Energy, Inc. Stock Plan for Outside Directors | CenterPoint Energy’s Form 10-K for the year ended December 31, 2024 | 1-31447 | 10(m)(2) | ||||
| 5.1 - | Opinion of Baker Botts L.L.P. | |||||||
| 23.1 - | Consent of Deloitte & Touche LLP | |||||||
| 23.2 - | Consent of Baker Botts L.L.P. (included in Exhibit 5.1) | |||||||
| 24.1 - | Powers of Attorney (included on the signature page of this Registration Statement) | |||||||
| 107 - | Filing Fee Table |
* Incorporated herein by reference as indicated.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on April 22, 2025.
| CENTERPOINT ENERGY, INC. | ||
| By: | /s/ Jason P. Wells | |
| Jason P. Wells | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason P. Wells, Christopher A. Foster and Monica Karuturi, and each of them, each of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 22, 2025.
|
Signature |
Title | |
|
/s/ Jason P. Wells Jason P. Wells |
President, Chief Executive Officer and Director (Principal Executive Officer and Director) | |
|
/s/ Christopher A. Foster Christopher A. Foster |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
|
/s/ Kristie L. Colvin Kristie L. Colvin |
Senior Vice President and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) | |
|
/s/ Wendolynn Montoya Cloonan Wendolynn Montoya Cloonan |
Director | |
|
/s/ Barbara J. Duganier Barbara J. Duganier |
Director | |
|
/s/ Laurie L. Fitch Laurie L. Fitch |
Director | |
|
/s/ Christopher H. Franklin Christopher H. Franklin |
Director | |
|
/s/ Raquelle W. Lewis Raquelle W. Lewis |
Director | |
|
/s/ Thaddeus J. Malik Thaddeus J. Malik |
Director | |
|
/s/ Manuel B. Miranda Manuel B. Miranda |
Director | |
|
/s/ Theodore F. Pound Theodore F. Pound |
Director | |
|
/s/ Dean L. Seavers Dean L. Seavers |
Director | |
|
/s/ Phillip R. Smith Phillip R. Smith |
Director |
Exhibit 5.1
 |
910 Louisiana Street
TEL +1 713.229.1234 FAX +1 713.229.1522 BakerBotts.com |
AUSTIN BRUSSELS DALLAS DUBAI HOUSTON LONDON
|
NEW YORK PALO ALTO RIYADH SAN FRANCISCO Singapore WASHINGTON
|
April 22, 2025
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by CenterPoint Energy, Inc., a Texas corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to 350,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issuable pursuant to the Amended and Restated CenterPoint Energy, Inc. Stock Plan for Outside Directors (as amended, the “Plan”), certain legal matters in connection with the Shares subject to original issuance by the Company therewith are being passed upon for you by us. At your request, this opinion letter is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Company’s Restated Articles of Incorporation and Fourth Amended and Restated Bylaws, each as amended to date, the Plan, corporate records of the Company, including minute books of the Company, as furnished to us by you, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied, to the extent we deem appropriate without independent investigation or verification, upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true, correct and complete copies of the originals thereof and that all information submitted to us is accurate and complete. In addition, we have assumed for purposes of this opinion letter that the consideration received by the Company for the Shares will not be less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
| 1. | In the case of Shares originally issued by the Company pursuant to the provisions of the Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the “Board”) as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time pursuant to the terms of the Plan and such award, for the consideration fixed by the Board, including services provided by the director to whom the Shares are issued and the other benefits to the Company contemplated by the Plan, such Shares will be validly issued, fully paid and nonassessable. |
|
CenterPoint Energy, Inc. |
-2- | April 22, 2025 |
| The opinions set forth above in this opinion letter are limited to the original issuance of Shares by the Company and do not cover shares of Common Stock delivered by the Company out of shares reacquired by it. |
The opinions set forth above in this opinion letter are limited in all respects to matters of the laws of the State of Texas as in effect on the date hereof. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ BAKER BOTTS L.L.P. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 20, 2025, relating to the financial statements of CenterPoint Energy, Inc. and the effectiveness of CenterPoint Energy, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2024.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
April 22, 2025
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
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$
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$
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$
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Total Offering Amounts: |
$
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$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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