Business Context and Reporting Period
Company: CenterPoint Energy, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 10, 2015
Event: Amendment to the Company's Amended and Restated Bylaws.
Financial Metrics
This filing is a corporate governance report and does not contain financial statements. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The Board of Directors approved the First Amendment to the Bylaws on December 10, 2015. The primary change establishes an exclusive forum provision for specific types of litigation, including:
- Derivative lawsuits.
- Actions asserting breach of duty by a director, officer, or employee.
- Actions pursuant to the Texas Business Organizations Code, articles of incorporation, or Bylaws.
- Actions asserting a claim governed by the internal affairs doctrine.
Unless the Company consents in writing to an alternative forum, the United States District Court for the Southern District of Texas or the state district court of Harris County, Texas, will be the sole and exclusive forum for these matters.
Outlook, Risks, and Contingencies
Shareholder Ratification: The Board committed to submitting the exclusive forum provision to shareholders for ratification at the 2016 annual meeting.
Contingency: If the provision is not ratified by an affirmative vote of the majority of shares represented at the meeting, the Board will amend the Bylaws to remove the exclusive forum provision within five business days following the meeting.
Key Facts for Investor Verification
- Verify the exact text of the First Amendment to the Bylaws filed as Exhibit 3.1.
- Monitor the 2016 annual meeting proxy materials for the shareholder vote on the exclusive forum provision.
- Confirm whether the Company has consented in writing to any alternative forum for litigation prior to the shareholder vote.