8-K - CMS - Equibles

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 6, 2022

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, each representing a<br> 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	2022-05-06
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 5.07. Submission of Matters to a Vote of Security Holders.

CMS ENERGY CORPORATION

At the CMS Energy 2022 annual meeting of shareholders held on May 6, 2022, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 24, 2022. 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
Jon E. Barfield		232,845,988	14,431,294	222,356	11,483,690
Deborah H. Butler		246,799,204	495,999	204,435	11,483,690
Kurt L. Darrow		244,179,905	3,087,880	231,853	11,483,690
William D. Harvey		246,745,436	531,498	222,704	11,483,690
Garrick J. Rochow		246,764,211	515,734	219,693	11,483,690
John G. Russell		245,286,184	2,000,017	213,437	11,483,690
Suzanne F. Shank		246,765,748	527,353	206,537	11,483,690
Myrna M. Soto		243,297,625	3,989,424	212,589	11,483,690
John G. Sznewajs		246,737,619	531,068	230,951	11,483,690
Ronald J. Tanski		246,703,497	569,494	226,647	11,483,690
Laura H. Wright		241,368,274	5,929,146	202,218	11,483,690
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
	236,758,008	10,388,649	352,981	11,483,690
	96%	4%
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, 2022 was approved, with a vote as follows:
---	---

Number of Votes:

FOR		AGAINST		ABSTAIN		BROKER <br>NON-VOTE
	257,194,643		1,642,963		145,722		0

CONSUMERS ENERGY COMPANY

At the concurrent Consumers Energy 2022 annual meeting of shareholders, the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 24, 2022. 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
Jon E. Barfield		84,196,925	3,861	4,472	118,516
Deborah H. Butler		84,196,444	5,338	3,476	118,516
Kurt L. Darrow		84,196,905	3,882	4,471	118,516
William D. Harvey		84,197,255	3,632	4,371	118,516
Garrick J. Rochow		84,197,320	3,666	4,272	118,516
John G. Russell		84,198,312	3,216	3,730	118,516
Suzanne F. Shank		84,196,544	5,023	3,691	118,516
Myrna M. Soto		84,195,865	5,717	3,676	118,516
John G. Sznewajs		84,196,971	3,566	4,721	118,516
Ronald J. Tanski		84,198,106	2,781	4,371	118,516
Laura H. Wright		84,196,509	5,773	2,976	118,516
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
	84,181,128	15,952	8,178	118,516
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, 2022 was approved, with a vote as follows:
---	---

Number of Votes:

FOR		AGAINST		ABSTAIN		BROKER<br> NON-VOTE
	84,313,753		1,201		8,820		0

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 10, 2022	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary<br>and Chief Compliance Officer
		CONSUMERS ENERGY COMPANY
Dated: May 10, 2022	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary<br>and Chief Compliance Officer