---
schema_version: "secwatch.filing_event.v1"
accession: "0001130310-25-000122"
form_type: "8-K"
ticker: "CNP"
cik: "0001130310"
company_name: "CENTERPOINT ENERGY INC"
filed_at: "2025-09-26T23:59:59+00:00"
generated_at: "2026-05-17T05:31:45.189481+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# CenterPoint Energy amends bylaws: jury trial waiver, exclusive forum shift, 3% derivative threshold

## Summary
- Added jury trial waiver for internal entity claims as defined by Texas Business Organizations Code.
- Revised exclusive forum to Texas Business Court in Harris County if federal court lacks jurisdiction.
- Adopted 3% ownership threshold for shareholders to institute or maintain derivative proceedings.
- Increased director retirement age from 73 to 75; expanded definition of shareholder associated persons.
- Amendments effective September 25, 2025, following TBOC changes and governance review.

## SEC filing metadata
- accession: 0001130310-25-000122
- form_type: 8-K
- ticker: CNP
- cik: 0001130310
- company_name: CENTERPOINT ENERGY INC
- filed_at: 2025-09-26T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1130310/000113031025000122/0001130310-25-000122-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1130310/000113031025000122/cnp-20250925.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001130310-25-000122
- JSON: https://secwatch.observer/filing/0001130310-25-000122.json
- Plain text: https://secwatch.observer/filing/0001130310-25-000122.txt

## Key facts
- Governance Changes
  CENTERPOINT ENERGY INC: Amended and restated bylaws effective September 25, 2025, including jury trial waiver for internal entity claims, revised exclusive forum provision, new derivative proceeding ownership threshold of 3%, director retirement age change from 73 to 75, and other clarifying changes (effective 2025-09-25).
  - Change: bylaw amendment
  - Effective: 2025-09-25
  source text: Effective September 25, 2025, the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (“CenterPoint Energy”) amended and restated CenterPoint Energy’s bylaws (the “Bylaws”). The amendments to the Bylaws were made in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”) and pursuant to the Board’s periodic corporate governance review process. The amendments include, among other things, the following changes: • adding a new section providing for a jury trial waiver for internal entity claims (as defined by the TBOC); • revising the exclusive forum bylaw to provide that, if the United States District Court for the Southern District of Texas lacks jurisdiction, the Eleventh Business Court Division of the Texas Business Court located in Harris County, Texas (rather than the state district court of Harris County, Texas), will be the sole and exclusive forum for certain internal entity claims (as defined by the TBOC), unless CenterPoint Energy conse
  evidence_url: https://www.sec.gov/Archives/edgar/data/1130310/000113031025000122/0001130310-25-000122-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.