SEC Form S-8 POS filed by CenterPoint Energy Inc (Holding Co)

As filed with the Securities and Exchange Commission on May 14, 2025

Registration No. 333-159586

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

CenterPoint Energy, Inc. 2009 Long Term Incentive Plan

CenterPoint Energy, Inc. 2022 Long Term Incentive Plan

(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.

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. ¨

EXPLANATORY NOTE

CenterPoint Energy, Inc. (the “Registrant” or “CenterPoint Energy”) previously registered 13,137,101 shares of common stock, par value $0.01 per share, of the Registrant (“Common Stock”), for offer or sale under the CenterPoint Energy, Inc. 2009 Long Term Incentive Plan (the “2009 Plan”), on the Registrant’s Registration Statement on Form S-8 (Registration No. 333-159586) filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2009, as amended by Post-Effective Amendment No. 1 thereto (Registration No. 333-159586) filed with the Commission on April 26, 2012 (as so amended, the “Registration Statement”).

At the Registrant’s annual meeting of shareholders held on April 22, 2022, the Registrant’s shareholders approved the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan (the “2022 Plan”), effective as of April 22, 2022 (the “Effective Date”), providing for the issuance of (i) 15,785,000 shares of Common Stock (the “Newly Authorized Shares”), (ii) the number of shares of Common Stock that were available for grants of awards under the 2009 Plan (but had not been so granted) as of the Effective Date, and (iii) the number of shares of Common Stock that were subject to awards under the 2009 Plan outstanding as of the Effective Date that were available for issuance again under the terms of the 2009 Plan because such awards were forfeited, terminated or expired unexercised. Pursuant to the terms of the 2022 Plan, from and after the Effective Date, no further grants of awards could be made under the 2009 Plan. As of the Effective Date, a total of 353,691 shares of Common Stock previously registered under the Registration Statement remained available for issuance under the 2009 Plan pursuant to clause (ii) above and, as of the date hereof, a total of 2,784,715 shares of Common Stock previously registered under the Registration Statement were subject to outstanding equity awards previously granted under the 2009 Plan but have become available for issuance again pursuant to clause (iii) above (the shares described in (ii) and (iii), the “2009 Plan’s Shares”). On April 26, 2022, the Registrant filed a Registration Statement on Form S-8 to register the Newly Authorized Shares and 353,691 of the 2009 Plan’s Shares for offer or sale under the 2022 Plan.

Accordingly, the Registrant is filing this Post-Effective Amendment No. 2 to the Registration Statement (this “Post-Effective Amendment”) pursuant to Item 512(a)(1)(iii) of Regulation S-K and the Commission's Compliance and Disclosure Interpretation Q&A 126.43 for Form S-8 to amend the Registration Statement to register the offer or sale of 2,784,715 of the 2009 Plan’s Shares under the 2022 Plan (as such shares are no longer issuable under the 2009 Plan as of the Effective Date). For the avoidance of doubt, the Registrant is not registering any additional shares of Common Stock on this Post-Effective Amendment.

The Registrant incorporates the contents of the Registration Statement herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein or the specific exhibits attached hereto.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of the Form S-8 instructions. The document containing the information specified in Part I will be delivered to the participants in the 2022 Plan as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed with the Commission by the Registrant (File No. 1-31447) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are hereby incorporated in this Post-Effective Amendment by reference:

All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the date hereof and prior to the filing of a post-effective amendment to this Post-Effective Amendment which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Post-Effective Amendment to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Post-Effective Amendment.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

*            Incorporated herein by reference as indicated.

Item 9. Undertakings.

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

SIGNATURES

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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on May 14, 2025.

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 the 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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on May 14, 2025.