CMS Energy 8-K 2024-05-03

Filed 2024-05-07. 1 sections, 11K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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

CommissionRegistrant; State of Incorporation;IRS Employer
File NumberAddress; and Telephone NumberIdentification No.
1-9513CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-055038-2726431
1-5611CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-055038-0442310

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 classTrading Symbol(s)Name of each exchange on which registered
CMS Energy Corporation Common Stock, $0.01 par valueCMSNew York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078CMSANew York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078CMSCNew York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079CMSDNew York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series CCMS PRCNew York Stock Exchange
Consumers Energy Company Cumulative Preferred Stock, $1.00 par value: $4.50 SeriesCMS-PBNew 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 ¨

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 as follows:

Number of Votes:

FORAGAINSTABSTAINBROKER NON-VOTE
Jon E. Barfield237,419,69613,283,937250,67113,009,367
Deborah H. Butler250,296,402422,826235,07613,009,367
Kurt L. Darrow238,796,64011,925,155232,50913,009,367
Ralph Izzo250,285,831441,442227,03113,009,367
Garrick J. Rochow249,678,3191,048,486227,49913,009,367
John G. Russell247,624,8353,090,984238,48513,009,367
Suzanne F. Shank250,251,927465,961236,41613,009,367
Myrna M. Soto246,393,1644,318,816242,32413,009,367
John G. Sznewajs250,273,112440,062241,13013,009,367
Ronald J. Tanski250,219,716493,635240,95313,009,367
Laura H. Wright238,161,92012,559,922232,46213,009,367
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:

FORAGAINSTABSTAINBROKER NON-VOTE
235,442,40912,588,8632,923,03213,009,367
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, 2024 was approved, with a vote as follows:

Number of Votes:

FORAGAINSTABSTAINBROKER NON-VOTE
257,619,1416,082,043262,4870
4.Proposal to amend the CMS Energy Restated Articles of Incorporation to eliminate supermajority vote requirements was approved, with a vote as follows:

Number of Votes:

FORAGAINSTABSTAINBROKER NON-VOTE
244,970,5475,722,292261,46513,009,367

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 nominees as follows:

Number of Votes:

FORWITHHOLDBROKER NON-VOTE
Jon E. Barfield84,191,2614,593149,875
Deborah H. Butler84,187,6838,171149,875
Kurt L. Darrow84,191,2784,576149,875
Ralph Izzo84,190,8095,045149,875
Garrick J. Rochow84,190,9534,901149,875
John G. Russell84,190,9094,945149,875
Suzanne F. Shank84,187,7208,134149,875
Myrna M. Soto84,187,3338,521149,875
John G. Sznewajs84,190,5735,281149,875
Ronald J. Tanski84,190,9364,918149,875
Laura H. Wright84,187,0888,766149,875
2.Non-binding advisory proposal to approve the compensation paid to Consumers 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:

FORAGAINSTABSTAINBROKER NON-VOTE
84,176,95013,0815,823149,875
3.Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit Consumers Energy’s financial statements for the year ending December 31, 2024 was approved, with a vote as follows:

Number of Votes:

FORAGAINSTABSTAINBROKER NON-VOTE
84,342,9391,1651,6250

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1Amendment to CMS Energy’s Restated Articles of Incorporation
104Cover 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, 2024By:/s/ Melissa M. Gleespen
Melissa M. Gleespen
Vice President, Corporate Secretary and Chief Compliance Officer
CONSUMERS ENERGY COMPANY
Dated: May 7, 2024By:/s/ Melissa M. Gleespen
Melissa M. Gleespen
Vice President, Corporate Secretary and Chief Compliance Officer