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 8, 2026
| 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, $100 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 | 2026-05-8 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
Item 5.03. Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year.
On May 8, 2026 and May 11, 2026, CMS Energy Corporation (“CMS Energy”) submitted to the Michigan Department of Licensing and Regulatory Affairs Certificates of Amendment to the CMS Energy Restated Articles of Incorporation. These amendments incorporate the increase in number of authorized shares of common stock and the shareholders ability to call a special meeting and were approved by the shareholders as set forth below. A copy of the amendments 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 2026 annual meeting of shareholders held on May 8, 2026, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 26, 2026. 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 as follows: |
|---|
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br> NON-VOTE | |||||
|---|---|---|---|---|---|---|---|---|
| Deborah H. Butler | 249,960,034 | 20,537,029 | 210,559 | 13,820,318 | ||||
| Ralph Izzo | 268,852,301 | 1,640,726 | 214,595 | 13,820,318 | ||||
| Richard P. Keyes | 269,881,299 | 612,128 | 214,195 | 13,820,318 | ||||
| Diane Leopold | 269,940,244 | 559,566 | 207,812 | 13,820,318 | ||||
| Garrick J. Rochow | 251,112,883 | 19,377,836 | 216,903 | 13,820,318 | ||||
| John G. Russell | 246,721,469 | 23,772,778 | 213,375 | 13,820,318 | ||||
| Suzanne F. Shank | 267,923,065 | 2,575,335 | 209,222 | 13,820,318 | ||||
| Myrna M. Soto | 250,164,278 | 20,328,365 | 214,979 | 13,820,318 | ||||
| John G. Sznewajs | 259,536,874 | 10,955,016 | 215,732 | 13,820,318 | ||||
| Ronald J. Tanski | 265,603,191 | 4,889,866 | 214,565 | 13,820,318 | ||||
| Laura H. Wright | 246,189,708 | 24,303,411 | 214,503 | 13,820,318 | ||||
| 2. | Non-binding advisory proposal to approve the compensation paid to CMS Energy’s named executive officers, as disclosed in its proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion 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 | ||||
|---|---|---|---|---|---|---|---|
| 250,583,557 | 19,690,248 | 433,817 | 13,820,318 | ||||
| 3. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit CMS Energy’s financial statements for the year ending December 31, 2026 was approved, with a vote as follows: | ||||||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|
| 266,522,614 | 17,797,090 | 208,236 | |||
| 4. | Proposal to amend the CMS Energy<br> Restated Articles of Incorporation Increasing the Number of Authorized Shares of CMS Common Stock from 350 Million Shares to 700<br> Million Shares was approved with a vote as follows: | ||||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|
| 272,315,602 | 11,905,432 | 306,906 | |||
| 5. | Proposal to amend the CMS Energy<br>Restated Articles of Incorporation to Allow Shareholders to Call a Special Meeting was approved, with a vote as follows: | ||||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br> NON-VOTE | ||||
|---|---|---|---|---|---|---|---|
| 263,191,924 | 7,285,900 | 229,798 | 13,820,318 | ||||
| 6. | Shareholder Proposal: Shareholder<br>Right to Act by Written Consent did not receive the majority of votes, with a vote as follows: | ||||||
| --- | --- |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER<br> NON-VOTE | ||||
|---|---|---|---|---|---|---|---|
| 97,341,575 | 172,764,095 | 601,952 | 13,820,318 |
CONSUMERS ENERGY COMPANY
At the concurrent Consumers Energy Company (“Consumers Energy”) 2026 annual meeting of shareholders, the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 26, 2026. The results of the shareholder votes are as follows.
| 1. | Proposal<br> to elect members to the Consumers Energy Board of Directors. All of the nominees were elected with<br> the votes for individual nominees as follows: | ||||||
|---|---|---|---|---|---|---|---|
| Number of Votes: | |||||||
| --- | --- | --- | --- | --- | --- | --- | |
| FOR | WITHHOLD | BROKER<br> NON-VOTE | |||||
| Deborah H. Butler | 84,179,961 | 12,401 | 158,125 | ||||
| Ralph Izzo | 84,184,068 | 8,294 | 158,125 | ||||
| Richard P. Keyes | 84,182,276 | 10,086 | 158,125 | ||||
| Diane Leopold | 84,181,238 | 11,124 | 158,125 | ||||
| Garrick J. Rochow | 84,183,024 | 9,338 | 158,125 | ||||
| John G. Russell | 84,183,043 | 9,319 | 158,125 | ||||
| Suzanne F. Shank | 84,180,320 | 12,042 | 158,125 | ||||
| Myrna M. Soto | 84,179,668 | 12,694 | 158,125 | ||||
| John G. Sznewajs | 84,182,967 | 9,395 | 158,125 | ||||
| Ronald J. Tanski | 84,183,489 | 8,873 | 158,125 | ||||
| Laura H. Wright | 84,179,964 | 12,398 | 158,125 | ||||
| 2. | Non-binding<br> advisory proposal to approve the compensation paid to Consumers Energy’s named executive<br> officers, as disclosed in its proxy statement pursuant to the compensation disclosure rules<br> of the Securities and Exchange Commission, including the Compensation Discussion and Analysis,<br> the compensation tables and the related narrative disclosure, was approved, with a vote as<br> follows: | ||||||
| --- | --- | ||||||
| Number of Votes: | |||||||
| --- | |||||||
| FOR | AGAINST | ABSTAIN | BROKER<br> NON-VOTE | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 84,170,833 | 14,625 | 6,904 | 158,125 | ||||
| 3. | Proposal<br> to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public<br> accounting firm to audit Consumers Energy’s financial statements for the year ending<br> December 31, 2026 was approved, with a vote as follows: | ||||||
| --- | --- | ||||||
| Number of Votes: | |||||||
| --- | |||||||
| FOR | AGAINST | ABSTAIN | |||||
| --- | --- | --- | --- | --- | --- | ||
| 84,334,313 | 13,542 | 2,632 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Amendments 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 13, 2026 | By: | /s/ Melissa M. Gleespen |
| Melissa M. Gleespen | ||
| Vice President, Corporate Secretary and Chief Compliance Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: May 13, 2026 | By: | /s/ Melissa M. Gleespen |
| Melissa M. Gleespen | ||
| Vice President, Corporate Secretary and Chief Compliance Officer |
Exhibit 3.1
CMS Energy Corporation
Amendments to Restated Articles of Incorporation
ARTICLE III
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 710,000,000, of which 10,000,000 shares, par value $.01 per share, are of a class designated Preferred Stock (“Preferred Stock”), and 700,000,000 shares, par value $.01 per share, are of a class designated Common Stock (“Common Stock”). The statement of the designations and the voting and other powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Common Stock and of the Preferred Stock is as follows: Series Established By Articles - There is hereby established one series of Preferred Stock designated as 4.200% Cumulative Redeemable Perpetual Preferred Stock. The number of shares that shall constitute such series shall be 9,200 shares. COMMON STOCK - The shares of Common Stock may be issued from time to time as the Board of Directors shall determine for such consideration as shall be fixed by the Board of Directors.
ARTICLE V
Special meetings of the shareholders may be called by the Board of Directors, the Chairman of the Board, or shareholders entitled to cast at least 10% of the outstanding shares entitled to vote thereon. The procedure to be followed by shareholders in calling a special meeting and the methodology for determining the percentage of votes entitled to be cast by the shareholders seeking to call a special meeting (including without limitation any minimum holding periods or other limitations or conditions) shall be as set forth in the bylaws of the Corporation.