form8_k.htm
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): July 24, 2008
______________________________
CENTERPOINT
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
1-31447
|
74-0694415
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer 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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(d)
On July 24, 2008, the Board of Directors of CenterPoint Energy, Inc. (the
“Company”) elected Mr. Michael P. Johnson and Ms. Susan O. Rheney as directors
of the Company to serve until the next annual meeting of shareholders, thereby
increasing the number of directors serving on the Board from 11 to 13. Mr.
Johnson and Ms. Rheney are expected to stand for election by the shareholders at
the 2009 annual meeting. The Board of Directors designated Mr.
Johnson to serve on its Compensation and Governance Committees and Ms. Rheney to
serve on its Audit and Finance Committees.
From 2002
until his retirement in March 2008, Mr. Johnson served as Senior Vice President
and Chief Administrative Officer of The Williams Companies, Inc., a publicly
held natural gas producer, processor and transporter. He had held
executive positions with Williams since 1998. Mr. Johnson currently
serves as a director of Patriot Coal Corporation, Buffalo Wild Wings, Inc. and
QuikTrip Corporation. He also serves on the Oklahoma Advisory Board
of Health Care Service Corporation.
Since
2001, Ms. Rheney has been a private investor. Since 2002, she has served as a
director of Genesis Energy, Inc., the general partner of Genesis Energy, LP, a
publicly traded limited partnership focused on the midstream segment of the oil
and gas industry in the Gulf Coast region of the United States. She
formerly served as a director of Cenveo, Inc. from 2003 to 2005 and served as
chairman of the board from January to August 2005. She also served as
a principal with The Sterling Group, a private financial and investment
organization, until 2001.
|
Item
5.03
|
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
(a) On
July 24, 2008, the Board of Directors of the Company amended and restated the
Company’s Amended and Restated Bylaws (the “Bylaws”) in order to amend Article
III, Section 1 to reflect the declassification of the Board of
Directors. Beginning at the 2009 annual meeting of shareholders, all
directors will be elected to hold office for a term expiring at the succeeding
annual meeting of shareholders. However, any director elected for a
longer term before the 2009 annual meeting of shareholders will hold office for
his or her entire term. In addition, Article III, Section 6 of the
Bylaws was amended to reference the Company’s Articles of Incorporation (the
“Articles of Incorporation”) in connection with describing how the number of
directors is fixed.
The above
summary is qualified in its entirety by the full text of the Company’s Amended
and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
On July
24, 2008, the Board of Directors of the Company restated the Articles of
Incorporation in order to include all existing amendments to the Articles of
Incorporation and replace information regarding the initial directors with
information regarding the directors currently serving on the Board of
Directors.
The above
summary is qualified in its entirety by the full text of the Company’s Restated
Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.2 and
incorporated herein by reference. The restated Articles of
Incorporation became effective upon filing with the Secretary of State of the
State of Texas on July 24, 2008.
Item
9.01 Financial
Statements and Exhibits.
The
exhibits listed below are filed herewith.
|
|
3.1
|
Amended
and Restated Bylaws of CenterPoint Energy,
Inc.
|
|
|
3.2
|
Restated
Articles of Incorporation of CenterPoint Energy,
Inc.
|
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:
July 29, 2008
|
By:
/s/ Walter L.
Fitzgerald
|
|
|
Walter
L. Fitzgerald
|
|
|
Senior
Vice President and
Chief
Accounting Officer
|
|
|
|
EXHIBIT
INDEX
|
EXHIBIT
NUMBER
|
|
EXHIBIT
DESCRIPTION
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Bylaws of CenterPoint Energy, Inc.
|
|
|
|
|
|
3.2
|
|
Restated
Articles of Incorporation of CenterPoint Energy,
Inc.
|