CNP · CenterPoint Energy, Inc.

The amendment to CenterPoint Energy’s Certificate of Formation introduces limited officer exculpation — a governance enhancement that shields officers from personal liability for monetary damages arising from breaches of fiduciary duty, except in cases of bad faith, intentional misconduct, or unlawful dividend payments, as permitted under Section 3.102 of the Texas Business Organizations Code. While the filing confirms shareholder approval and effectiveness on April 16, 2026, it does not disclose the specific language added to the Certificate or quantify potential legal or risk management implications. The amendment does not alter director election mechanics, removal standards, or capital structure — all of which remain substantively unchanged per Exhibit 3.1. Because the change is procedural and legally permissive rather than operational or financial, and because no vote totals are provided for this specific proposal (only for director elections and auditor ratification), its direct impact on investor economics or control rights is limited. However, it signals an alignment with evolving corporate governance norms among Texas-based public companies and may influence future litigation risk profiles.