EX-3.(M) 4 exhibit3m-statementofresol.htm EX-3.(M)
Exhibit 3(m)
STATEMENT OF RESOLUTIONS DELETING SERIES OF SHARES
DESIGNATED
SERIES A FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK
of
CENTERPOINT ENERGY, INC.
Pursuant to Sections 21.155 and 21.156
of the Texas Business Organizations Code
Pursuant to the provisions of Sections 21.155 and 21.156 of the Texas Business Organizations Code, the undersigned submits the following statement for the purpose of deleting a series of shares of its Preferred Stock, par value $0.01 per share, designated as “Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock”:
1.The name of the company is CENTERPOINT ENERGY, INC. (the “Company”).
2. Pursuant to authority conferred upon the Board of Directors of the Company (the “Board”) by the Restated Articles of Incorporation of the Company, on December 14, 2023 the Board duly adopted the following resolutions, which resolutions relate to the previously established and issued series of 800,000 shares of Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”):
WHEREAS, on August 15, 2023, the Company delivered a notice of redemption to the holders of the Series A Preferred Stock pursuant to Section 10(B) of the Statement of Resolution Establishing Series of Shares Designated Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock of the Company dated August 21, 2018 (the “Series A Statement of Resolution Establishing Series of Shares”);
WHEREAS, in connection with the Company’s redemption of all of the outstanding shares of the Series A Preferred Stock on September 1, 2023 (the “Redemption”), the Board has determined that it would be desirable and in the best interests of the Company and its stockholders to delete the Series A Preferred Stock from the Company’s Restated Articles of Incorporation and to delete any references to the Series A Preferred Stock contained in the Company’s Restated Articles of Incorporation; and
WHEREAS, following the Redemption, none of the previously issued shares of the Series A Preferred Stock remain outstanding.
NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to file with the Secretary of State of the State of Texas a statement containing these resolutions, with the effect under the Texas Business Organizations Code of deleting from the Restated Articles of Incorporation of the Company all matters set forth in the Series A Statement of Resolution Establishing Series of Shares with respect to the Series A Preferred Stock

and any references to the Series A Preferred Stock contained in the Company’s Restated Articles of Incorporation; and further
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed for and on behalf of the Company, to execute and deliver any and all certificates, agreements, instruments and other documents, and to take any and all steps and do any and all things which they may deem necessary, advisable or appropriate in order to effectuate the purposes of each and all of the foregoing resolutions.
3. The above resolutions were adopted by all necessary action on the part of the Company.

IN WITNESS WHEREOF, the Company has caused this statement to be executed on its behalf by the undersigned authorized person this 15th day of February, 2024.
CENTERPOINT ENERGY, INC.
By: /s/Vincent A. Mercaldi
Vincent A. Mercaldi
Secretary