CMS Energy Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

 

 

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 (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550		38-2726431
1-5611		CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (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 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C		CMS PRC		New York Stock Exchange
Consumers 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 ¨

 

 

 

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:

 

		FOR				AGAINST				ABSTAIN				BROKER 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 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 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 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  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 a vote as follows:

 

Number of Votes:

 

			FOR				AGAINST				ABSTAIN				BROKER  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 nominees as follows:

 

Number of Votes:

 

						FOR				WITHHOLD				BROKER 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 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 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 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 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