CMS Energy 8-K 2026-05-08

Filed 2026-05-13. 1 sections, 12K 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 8, 2026

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, $100 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 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:

FORAGAINSTABSTAINBROKER NON-VOTE
Deborah H. Butler249,960,03420,537,029210,55913,820,318
Ralph Izzo268,852,3011,640,726214,59513,820,318
Richard P. Keyes269,881,299612,128214,19513,820,318
Diane Leopold269,940,244559,566207,81213,820,318
Garrick J. Rochow251,112,88319,377,836216,90313,820,318
John G. Russell246,721,46923,772,778213,37513,820,318
Suzanne F. Shank267,923,0652,575,335209,22213,820,318
Myrna M. Soto250,164,27820,328,365214,97913,820,318
John G. Sznewajs259,536,87410,955,016215,73213,820,318
Ronald J. Tanski265,603,1914,889,866214,56513,820,318
Laura H. Wright246,189,70824,303,411214,50313,820,318
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:

FORAGAINSTABSTAINBROKER NON-VOTE
250,583,55719,690,248433,81713,820,318
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:

FORAGAINSTABSTAIN
266,522,61417,797,090208,236
4.Proposal to amend the CMS Energy Restated Articles of Incorporation Increasing the Number of Authorized Shares of CMS Common Stock from 350 Million Shares to 700 Million Shares was approved with a vote as follows:

Number of Votes:

FORAGAINSTABSTAIN
272,315,60211,905,432306,906
5.Proposal to amend the CMS Energy Restated Articles of Incorporation to Allow Shareholders to Call a Special Meeting was approved, with a vote as follows:

Number of Votes:

FORAGAINSTABSTAINBROKER NON-VOTE
263,191,9247,285,900229,79813,820,318
6.Shareholder Proposal: Shareholder Right to Act by Written Consent did not receive the majority of votes, with a vote as follows:

Number of Votes:

FORAGAINSTABSTAINBROKER NON-VOTE
97,341,575172,764,095601,95213,820,318

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 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
Deborah H. Butler84,179,96112,401158,125
Ralph Izzo84,184,0688,294158,125
Richard P. Keyes84,182,27610,086158,125
Diane Leopold84,181,23811,124158,125
Garrick J. Rochow84,183,0249,338158,125
John G. Russell84,183,0439,319158,125
Suzanne F. Shank84,180,32012,042158,125
Myrna M. Soto84,179,66812,694158,125
John G. Sznewajs84,182,9679,395158,125
Ronald J. Tanski84,183,4898,873158,125
Laura H. Wright84,179,96412,398158,125
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
84,170,83314,6256,904158,125
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, 2026 was approved, with a vote as follows:
Number of Votes:
FORAGAINSTABSTAIN
84,334,31313,5422,632

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1Amendments 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, 2026By:/s/ Melissa M. Gleespen
Melissa M. Gleespen
Vice President, Corporate Secretary and Chief Compliance Officer
CONSUMERS ENERGY COMPANY
Dated: May 13, 2026By:/s/ Melissa M. Gleespen
Melissa M. Gleespen
Vice President, Corporate Secretary and Chief Compliance Officer