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Item 9B. Other Information

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Item 9B. Other Information

Amendment to Bylaws

Effective February 25, 2016, the Board of Directors of CenterPoint Energy, Inc. (the Board) amended and restated its bylaws (the Bylaws). The Bylaws include, among other things, the following changes:

  • Provide the Board with explicit authority to cancel, postpone or reschedule a shareholder meeting.

  • Provide the chairman of the meeting with explicit authority to adjourn or recess a shareholder meeting.

  • Allow shareholder meetings to proceed by means of remote communication.

  • Clarify the powers of the chairman of the meeting to conduct a shareholder meeting.

  • Provide for additional disclosure requirements for notices of director nominations and shareholder proposals.

  • Provide an explicit confidentiality obligation for directors.

The foregoing description of the terms of the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Bylaws, a copy of which is filed as Exhibit 3(b) to this Annual Report on Form 10-K and incorporated by reference herein.

Amendments to Forms of Award Agreements under Long Term Incentive Plan

On February 25, 2016, the Compensation Committee of the Board approved revisions to the forms of award agreements for qualified performance awards and restricted stock unit awards with service-based vesting under CenterPoint Energy’s long-term incentive plan. The revised forms provide for pro rata vesting upon retirement for a “retirement eligible” participant (age 55 or greater with at least five years of service) and remove the requirement that such a participant be employed for at least the first six months of the calendar year in which the award is granted to qualify for such pro rata vesting. The revised form of award agreement for executive chairman restricted stock unit awards with service-based vesting also provides for pro rata vesting upon termination without cause and removes the requirement that the executive chairman be employed for at least the first six months of the calendar year in which the award is granted to qualify for such pro rata vesting.

The foregoing description of the forms of award agreements does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the following forms of agreements for qualified performance awards, qualified performance awards for the executive chairman, restricted stock unit awards with service-based vesting and executive chairman restricted stock unit awards with service-based vesting, copies of which are filed as Exhibits 10(ll)(2), 10(ll)(3), 10(ll)(5) and 10(ll)(7), respectively, to this Annual Report on Form 10-K and are incorporated by reference herein.

PART III

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