Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



At the 2022 Annual Meeting of Shareholders of CenterPoint Energy, Inc.
("CenterPoint Energy"), which was held on April 22, 2022 (the "2022 Annual
Meeting"), CenterPoint Energy's shareholders approved the CenterPoint Energy,
Inc. 2022 Long Term Incentive Plan (the "2022 Plan"). The 2022 Plan was
previously approved, subject to shareholder approval, by the Board of Directors
of CenterPoint Energy (the "Board").

A summary of the material terms and conditions of the 2022 Plan and awards
thereunder is included in CenterPoint Energy's definitive proxy statement filed
with the Securities and Exchange Commission on March 11, 2022 (the "Proxy
Statement") under "Item 4: Approval of Adoption of CenterPoint Energy, Inc. 2022
Long Term Incentive Plan," which section is incorporated herein by reference.
The preceding summary is qualified in its entirety by, and should be read in
conjunction with, the 2022 Plan, which is attached as Exhibit 10.1 to this Form
8-K and incorporated herein by reference. The forms of the award agreements
under the 2022 Plan are included as Exhibits 10.2 through 10.8 hereto and
incorporated by reference herein.

On April 22, 2022, the Board approved the Second Amendment (the "Amendment") to
the CenterPoint Energy 2005 Deferred Compensation Plan (as amended and restated
effective January 1, 2009) (the "Deferred Compensation Plan") to freeze the
Deferred Compensation Plan such that no additional deferrals of compensation may
be made under such plan on or after January 1, 2023, including from any bonus
otherwise payable on or after the date.

The descriptions of the Deferred Compensation Plan and the Amendment are qualified in their entirety by reference to the full text of the Deferred Compensation Plan and the Amendment, which are included as Exhibits 10.9, 10.10 and 10.11, respectively, hereto and incorporated by reference herein.



As previously disclosed by CenterPoint Energy in its Current Report on Form 8-K
filed with the SEC on December 13, 2021, Kenneth M. Mercado, former Executive
Vice President, Electric Utility, stepped down from his positions with
CenterPoint Energy and its affiliated entities effective January 1, 2022. Mr.
Mercado agreed to remain with CenterPoint Energy through the second quarter of
2022 to support the transition of his responsibilities. Mr. Mercado has informed
CenterPoint Energy that he will retire on July 5, 2022. In connection with his
retirement, Mr. Mercado is "retirement eligible" and will qualify for "enhanced
retirement" under CenterPoint Energy's long term incentive plan if he satisfies
the requirements set forth in the applicable award agreements prior to his
retirement, which are included as exhibits 10(p)(2), 10(p)(5) and 10(p)(12) to
CenterPoint Energy's Annual Report on Form 10-K for the year ended December 31,
2021.

Item 5.07. Submission of Matters to a Vote of Security Holders.



At the 2022 Annual Meeting, the matters voted upon and the number of votes cast
for or against, as well as the number of abstentions and broker non-votes as to
such matters, were as stated below. The proposals related to each matter are
described in detail in the Proxy Statement. The voting results for each matter
are set out below.

Election of Directors (Item 1)



         Nominee                  For             Against        Abstentions        Broker Non-Votes
Wendy Montoya Cloonan         449,904,352       68,554,289         700,258             36,777,397
Earl M. Cummings              431,076,469       87,122,663         959,767             36,777,397
Christopher H. Franklin       516,129,182        2,159,152         870,565             36,777,397
David J. Lesar                515,648,004        2,731,897         778,998             36,777,397
Raquelle W. Lewis             514,006,163        4,434,489         718,247             36,777,397
Martin H. Nesbitt             511,960,533        6,183,651        1,014,715            36,777,397
Theodore F. Pound             401,989,344       116,399,700        769,855             36,777,397
Phillip R. Smith              508,346,841       10,035,664         776,394             36,777,397
Barry T. Smitherman           505,551,578       12,784,545         822,776             36,777,397

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2)

--------------------------------------------------------------------------------



     For            Against        Abstentions        Broker Non-Votes
 528,531,171       26,736,809        668,316                 -

Advisory Vote on Executive Compensation (Item 3)



     For             Against        Abstentions        Broker Non-Votes
 114,856,702       402,992,832       1,309,365            36,777,397



Approval of the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan (Item 4)

     For            Against        Abstentions        Broker Non-Votes
 476,822,394       41,177,142       1,159,363            36,777,397

Item 9.01. Financial Statements and Exhibits.



  (d)  Exhibits.



      EXHIBIT
      NUMBER                                              EXHIBIT DESCRIPTION

                              CenterPoint Energy, Inc. 2022 Long Term

Incentive Plan (incorporated by


       10.1                 reference to Appendix A of CenterPoint Energy's

proxy state ment filed

March 11, 2022, File No. 001-31447)
       10.2                   Form of Performance Award Agreement for

20XX-20XX Performance Cycle for the


                            CEO under Exhibit 10.1
       10.3                   Form of Performance Award Agreement for

20XX-20XX Performance Cycle for


                            Officers and Director Employees under Exhibit 10.1
       10.4                   Form of Restricted Stock Unit Award Agreement under Exhibit 10.1
       10.5                   Form of Restricted Stock Unit Award Agreement

for the CEO (with Performance


                            Goals) under Exhibit 10.1
       10.6                   Form of Restricted Stock Unit Award Agreement

(with Performance Goals) under


                            Exhibit 10.1
       10.7                   Form of Restricted Stock Unit Award Agreement for Officers and Director
                            Employees (with Performance Goals) under Exhibit 10.1
       10.8                   Form of Restricted Stock Unit Award Agreement

for the CEO under Exhibit 10.1


                              Amended and Restated CenterPoint Energy 2005

Deferred Compensation Plan,


       10.9                 effective January 1, 2009 (incorporated by

reference to Exhibit 10.1 to the


                            Quarterly Report on Form 10-Q o    f

CenterPoint Energy's for the


                            quarter ended September 30, 2008    )
       10.10                  First Amendment effective March 1, 2022 to

Amended and Restated CenterPoint


                            Energy 2005 Deferred Compensation Plan

effective January 1, 2009


       10.11                  Form of Second Amendment effective May 1,

2022 to Amended and Restated

CenterPoint Energy 2005 Deferred Compensation

Plan effective January 1, 2009


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