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CNP > SEC Filings for CNP > Form 8-K on 11-Apr-2014All Recent SEC Filings

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We periodically evaluate our executive compensation programs in light of
Section 162(m) of the Internal Revenue Code. This section generally limits the tax deductibility of compensation in excess of $1 million for certain executive officers, unless the compensation meets rules qualifying it as performance-based compensation. Generally, we intend to structure our compensation programs in a manner that maximizes tax deductibility, but we recognize that there may be situations in which the best interests of shareholders are served by administering some elements of compensation in a way that may not meet the requirements for performance-based compensation under Section 162(m).

In order to be compliant with these provisions of Section 162(m), we intend to submit the performance goals under our long-term incentive plan for shareholder approval at our annual meeting in 2015. We currently expect that any 2015 annual performance-based grants made under our long-term incentive plan to certain of our officers who are (or who we anticipate may be) "covered employees" for purposes of Section 162(m) will be made subject to such shareholder approval in order to be Section 162(m) compliant.

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