Executive Brief

  • CenterPoint Energy, Inc. amended and restated its bylaws effective September 25, 2025, reflecting changes to Texas law and corporate governance updates (Item 5.03).
  • Key amendments include: jury trial waiver for internal entity claims, revised exclusive forum provisions favoring Texas Business Court, a 3% ownership threshold for derivative suits, director retirement age increased from 73 to 75, and expanded definition of “Shareholder Associated Person” (Item 5.03).
  • The amendments are part of a periodic governance review and align with recent Texas Business Organizations Code changes (Item 5.03).
  • Full amended bylaws are attached as Exhibit 3.1 and incorporated by reference into Item 3.03 (Item 3.03, Item 5.03, Exhibit 3.1).
  • No financial impacts, officer changes, or other material events disclosed.
  • No forward-looking statements or materiality disclaimers noted.
  • No other Items disclosed in this filing.

Item-by-Item Analysis

Item 3.03 – Material Modification to Rights of Security Holders

  • The filing incorporates by reference the amendments described in Item 5.03.
  • No additional details beyond those in Item 5.03.
  • Source: (Item 3.03, para 1)

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

  • What happened: CenterPoint Energy’s Board amended and restated the company’s bylaws effective September 25, 2025.
  • Parties/terms:
    • Amendments reflect changes to Texas Business Organizations Code (TBOC).
    • Added jury trial waiver for internal entity claims as defined by TBOC.
    • Revised exclusive forum bylaw: if U.S. District Court for Southern District of Texas lacks jurisdiction, Eleventh Business Court Division of Texas Business Court in Harris County is exclusive forum for internal entity claims, unless company consents otherwise.
    • Added ownership threshold: shareholders or groups must hold at least 3% of outstanding common stock to initiate or maintain derivative proceedings.
    • Director retirement age increased from 73 to 75 years.
    • Expanded “Shareholder Associated Person” definition to include group members (per Rule 13d-5) and proxy solicitation participants.
    • Administrative, modernizing, clarifying, and conforming changes also made.
  • Conditions/closing: Effective immediately on September 25, 2025.
  • Source: (Item 5.03, paras 1-7), (Exhibit 3.1)

Item 9.01 – Financial Statements and Exhibits

  • Exhibit 3.1: Fifth Amended and Restated Bylaws of CenterPoint Energy, Inc., adopted September 25, 2025.
  • Exhibit 104: Inline XBRL cover page.
  • Source: (Item 9.01, Exhibit 3.1, Exhibit 104)

Exhibits Summary

  • Exhibit 3.1: Full text of the amended and restated bylaws detailing all changes.
  • Exhibit 104: Inline XBRL cover page data.

Financial & Dilution Impact

  • None disclosed.

Timeline & Required Actions

  • Amendments effective September 25, 2025.
  • No further approvals or filings indicated.

Risks & Monitoring

  • No explicit risk factors or material uncertainties disclosed.
  • Monitor for any future governance or shareholder disputes related to new forum or ownership thresholds.

Metadata & Quality Checks

  • No OCR or parsing issues noted.
  • No non-GAAP financial measures referenced.
  • No forward-looking statements present.
  • No related-party transactions disclosed.

Final Checklist

  • Items disclosed: 3.03 (incorporating 5.03), 5.03, 9.01 (Exhibits).
  • No financial statements or operational results reported.
  • No officer/director changes.
  • Bylaws amendments fully documented in Exhibit 3.1.
  • Effective date clearly stated as September 25, 2025.

Summary

This 8-K reports CenterPoint Energy’s Board-approved amendments to its bylaws effective September 25, 2025, incorporating changes required by Texas law and governance best practices. Key changes affect litigation forum, derivative suit thresholds, director retirement age, and shareholder definitions. The filing contains no financial or operational updates beyond these governance amendments.

Original Filing