CMS 8-K
Cms Energy Corp (CMS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
| Commission | Registrant; State of Incorporation; | IRS Employer | ||
| File Number | Address; and Telephone Number | Identification No. | ||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C | ||||
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company: CMS Energy Corporation
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. CMS Energy Corporation ¨ Consumers Energy Company ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of February 20, 2026, Diane Leopold and Richard P. Keyes have been elected to the Boards of Directors (“Boards”) of CMS Energy Corporation (“CMS Energy”) and its principal subsidiary, Consumers Energy Company (“Consumers Energy”). Leopold has been appointed to serve on the Compensation and Human Resources Committee and the Finance Committee and Keyes has been appointed to serve on the Audit Committee and Governance, Sustainability and Public Responsibility Committee of the Boards.
Prior to their elections, and pursuant to CMS Energy’s and Consumers Energy’s Amended and Restated Bylaws, each of the Boards increased its authorized membership from nine to eleven members.
Leopold retired in 2025 as the executive vice president and chief operating officer of Dominion Energy, Inc. (“Dominion”), a regulated public electric utility. Leopold joined Dominion in 1995 and served in a wide variety of positions of increasing responsibility until being named executive vice president and co-chief operating officer in 2019, a position she held until her appointment as executive vice president and chief operating officer in 2020.
Keyes is the president and chief executive officer of Meijer, Inc. (“Meijer”), a private regional supercenter. Keyes first joined Meijer in 1989 and has held roles of increasing responsibility across the business, including Pharmacy, Retail Operations, and Supply Chain & Manufacturing. He was elected as president in 2015, a position he held until 2017, when he was elected to his current position. He is also an executive director of the Meijer board.
Leopold and Keyes have no prior relationships with CMS Energy or Consumers Energy and there are no arrangements or understandings between them and CMS Energy or Consumers Energy pursuant to which they were elected as directors.
In connection with their election to the Boards, Leopold and Keyes will enter into Director Indemnification Agreements with CMS Energy and Consumers Energy, effective February 20, 2026. In connection with their election to the CMS Energy Board, on February 20, 2026, they will each receive a restricted stock grant, in a pro-rata amount of the annual restricted stock grant provided to non-employee directors in accordance with the CMS Energy Performance Incentive Stock Plan, which description is incorporated herein by reference. Going forward, they will be compensated as described in the proxy statement for CMS Energy’s Annual Meeting of Shareholders held on May 2, 2025, which description is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| 99.1 | CMS Energy News Release dated February 20, 2026 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| CMS ENERGY CORPORATION | ||
| Dated: February 20, 2026 | By: | /s/ Melissa M. Gleespen |
| Melissa M. Gleespen | ||
| Vice President, Corporate Secretary and Chief Compliance Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: February 20, 2026 | By: | /s/ Melissa M. Gleespen |
| Melissa M. Gleespen | ||
| Vice President, Corporate Secretary and Chief Compliance Officer |
Exhibit 99.1
CMS Energy Announces Diane Leopold and Richard Keyes to Join the Board of Directors
| JACKSON, Mich., Feb. 20, 2026 – Diane Leopold, retired executive vice president and chief operating officer at Dominion Energy, Inc, (“Dominion”) has been elected to the CMS Energy and Consumers Energy boards of directors. Richard Keyes, president and chief executive officer of Meijer, Inc, has also been elected to the CMS Energy and Consumers Energy boards of directors. Both appointments are effective February 20, 2026. |
Photo: Diane Leopold |
| Leopold joined Dominion, a regulated public electric utility, in 1995 and served in a wide variety of positions of increasing responsibility until being named executive vice president and co-chief operating officer in 2019, a position she held until her appointment as executive vice president and chief operating officer in 2020. She brings over three decades of utility experience to the CMS Energy and Consumers Energy board of directors. | |
| Leopold holds a bachelor of science in electrical and mechanical engineering from the University of Sussex, a master’s in electrical engineering from George Washington University and a master’s in business administration from Virginia Commonwealth University. She currently serves on the boards of nVent Electric plc, Markel Group Inc., World Pediatrics and the Atlantic Council. Leopold will serve on the Compensation and Human Resources Committee and the Finance Committee for each of the CMS Energy and Consumers Energy boards. |
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Photo: Richard Keyes |
Richard Keyes first joined Meijer in 1989 and has held roles of increasing responsibility across the business, including Pharmacy, Retail Operations, and Supply Chain & Manufacturing. He was elected as president in 2015, a position he held until 2017, when he was elected chief executive officer. Keyes brings with him to the CMS Energy and Consumers Energy boards of directors over 35 years of broad operational, strategic and leadership experience in the business community. |
| Keyes received his bachelor of science pharmacy degree from Ohio Northern University. He serves on the boards of Business Leaders for Michigan, and National Association of Chain Drug Stores. He is the vice chair of Retail Leaders Association and The Right Place and is the board chair of Ohio Northern University, FMI Foundation and The Federal Reserve Bank of Chicago-Detroit Branch. Keyes will serve on the Audit Committee and Governance, Sustainability and Public Responsibility Committee of the Boards. | |
| CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business. It also owns and operates independent power generation businesses. |
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Media Contact: Katie Carey, 517-740-1739
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