8-K
CMS ENERGY CORP (CMS)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 3, 2024
| Commission | Registrant; State of Incorporation; | IRS Employer |
|---|---|---|
| File Number | Address; and Telephone Number | Identification No. |
| 1-9513 | CMS ENERGY CORPORATION<br><br> <br>(A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 | 38-2726431 |
| 1-5611 | CONSUMERS ENERGY COMPANY<br><br> <br>(A Michigan Corporation)<br><br> One Energy Plaza<br><br> Jackson, Michigan 49201<br><br> (517) 788-0550 | 38-0442310 |
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| CMS Energy Corporation Common Stock, $0.01 par value | CMS | New York Stock Exchange |
| CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078 | CMSA | New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078 | CMSC | New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079 | CMSD | New York Stock Exchange |
| CMS Energy Corporation, Depositary Shares,<br> each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C | CMS PRC | New York Stock Exchange |
| Consumers<br> Energy Company Cumulative Preferred Stock, $1.00 par value: $4.50 Series | CMS-PB | New York Stock Exchange |
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 ¨ Consumers Energy Company ¨
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 ¨
| Co-Registrant CIK | 0000201533 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2024-05-03 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Emerging Growth Company | false |
Item 5.03. Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year.
On May 7, 2024, CMS Energy Corporation (“CMS Energy”) submitted to the Michigan Department of Licensing and Regulatory Affairs a Certificate of Amendment to the CMS Energy Restated Articles of Incorporation. This amendment eliminated supermajority vote requirements and was approved by the shareholders as set forth below. A copy of the amendment is attached as exhibit 3.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
CMS ENERGY CORPORATION
At the CMS Energy 2024 annual meeting of shareholders held on May 3, 2024, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 21, 2024. The results of the shareholder votes are as follows.
| 1. | Proposal to elect members to the CMS Energy Board of Directors. All of the nominees were elected with the votes for individual nominees<br>as follows: |
|---|
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br> NON-VOTE | |||||
|---|---|---|---|---|---|---|---|---|
| Jon E. Barfield | 237,419,696 | 13,283,937 | 250,671 | 13,009,367 | ||||
| Deborah H. Butler | 250,296,402 | 422,826 | 235,076 | 13,009,367 | ||||
| Kurt L. Darrow | 238,796,640 | 11,925,155 | 232,509 | 13,009,367 | ||||
| Ralph Izzo | 250,285,831 | 441,442 | 227,031 | 13,009,367 | ||||
| Garrick J. Rochow | 249,678,319 | 1,048,486 | 227,499 | 13,009,367 | ||||
| John G. Russell | 247,624,835 | 3,090,984 | 238,485 | 13,009,367 | ||||
| Suzanne F. Shank | 250,251,927 | 465,961 | 236,416 | 13,009,367 | ||||
| Myrna M. Soto | 246,393,164 | 4,318,816 | 242,324 | 13,009,367 | ||||
| John G. Sznewajs | 250,273,112 | 440,062 | 241,130 | 13,009,367 | ||||
| Ronald J. Tanski | 250,219,716 | 493,635 | 240,953 | 13,009,367 | ||||
| Laura H. Wright | 238,161,920 | 12,559,922 | 232,462 | 13,009,367 | ||||
| 2. | Non-binding advisory proposal to approve the compensation paid to CMS Energy’s named executive officers, as disclosed in its<br>proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the CompensationDiscussion and Analysis, the compensation tables and the related narrative disclosure, was approved, with a vote as follows: | |||||||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br> NON-VOTE |
|---|---|---|---|
| 235,442,409 | 12,588,863 | 2,923,032 | 13,009,367 |
| 3. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit CMS<br>Energy’s financial statements for the year ending December 31, 2024 was approved, with a vote as follows: | ||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER <br><br>NON-VOTE |
|---|---|---|---|
| 257,619,141 | 6,082,043 | 262,487 | 0 |
| 4. | Proposal to amend the CMS Energy Restated Articles of Incorporation to eliminate supermajority vote requirements was approved, with<br>a vote as follows: | ||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br><br> NON-VOTE |
|---|---|---|---|
| 244,970,547 | 5,722,292 | 261,465 | 13,009,367 |
CONSUMERS ENERGY COMPANY
At the concurrent Consumers Energy 2024 annual meeting of shareholders, the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 21, 2024. The results of the shareholder votes are as follows.
| 1. | Proposal to elect members to the Consumers Energy Board of Directors. All of the nominees were elected with the votes for individual<br>nominees as follows: |
|---|
Number of Votes:
| FOR | WITHHOLD | BROKER<br> NON-VOTE | ||||
|---|---|---|---|---|---|---|
| Jon E. Barfield | 84,191,261 | 4,593 | 149,875 | |||
| Deborah H. Butler | 84,187,683 | 8,171 | 149,875 | |||
| Kurt L. Darrow | 84,191,278 | 4,576 | 149,875 | |||
| Ralph Izzo | 84,190,809 | 5,045 | 149,875 | |||
| Garrick J. Rochow | 84,190,953 | 4,901 | 149,875 | |||
| John G. Russell | 84,190,909 | 4,945 | 149,875 | |||
| Suzanne F. Shank | 84,187,720 | 8,134 | 149,875 | |||
| Myrna M. Soto | 84,187,333 | 8,521 | 149,875 | |||
| John G. Sznewajs | 84,190,573 | 5,281 | 149,875 | |||
| Ronald J. Tanski | 84,190,936 | 4,918 | 149,875 | |||
| Laura H. Wright | 84,187,088 | 8,766 | 149,875 | |||
| 2. | Non-binding advisory proposal to approve the compensation paid to Consumers Energy’s named executive officers, as disclosed<br>in its proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the CompensationDiscussion and Analysis, the compensation tables and the related narrative disclosure, was approved, with a vote as follows: | |||||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br><br> NON-VOTE |
|---|---|---|---|
| 84,176,950 | 13,081 | 5,823 | 149,875 |
| 3. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit Consumers<br>Energy’s financial statements for the year ending December 31, 2024 was approved, with a vote as follows: | ||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br><br> NON-VOTE |
|---|---|---|---|
| 84,342,939 | 1,165 | 1,625 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Amendment to CMS Energy’s Restated Articles of Incorporation |
|---|---|
| 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: May 7, 2024 | By: | /s/ Melissa M. Gleespen |
| Melissa M. Gleespen | ||
| Vice President, Corporate Secretary and Chief Compliance Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: May 7, 2024 | By: | /s/ Melissa M. Gleespen |
| Melissa M. Gleespen | ||
| Vice President, Corporate Secretary and Chief Compliance Officer |
Exhibit 3.1
CMS Energy Corporation
Amendment to Restated Articles of Incorporation
ARTICLE XI
The Corporation reserves the right to amend, alter, change or repeal any provision in these Articles of Incorporation as permitted by law, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions of Articles V, VI, VII, VIII, IX and this Article XI may not be amended, altered, changed or repealed unless such amendment, alteration, change or repeal is approved by the affirmative vote of a majority ~~the holders of not less than 75%~~ of the outstanding shares entitled to vote thereon.