CMS Energy Corporation filed SEC Form 8-K: 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 2, 2025

 

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, $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 ¨

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

CMS ENERGY CORPORATION

 

At the CMS Energy 2025 annual meeting of shareholders held on May 2, 2025, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 20, 2025. 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
Deborah H. Butler			254,456,264				5,963,009				354,031				12,237,427
Kurt L. Darrow			246,735,247				13,805,916				232,141				12,237,427
Ralph Izzo			259,647,958				842,715				282,631				12,237,427
Garrick J. Rochow			249,178,636				11,360,492				234,176				12,237,427
John G. Russell			245,068,328				15,476,517				228,459				12,237,427
Suzanne F. Shank			259,085,791				1,456,511				231,002				12,237,427
Myrna M. Soto			247,849,339				12,689,146				234,819				12,237,427
John G. Sznewajs			255,439,464				5,090,860				242,980				12,237,427
Ronald J. Tanski			257,108,585				3,427,079				237,640				12,237,427
Laura H. Wright			235,029,901				25,521,110				222,293				12,237,427

 

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
240,438,055			17,709,150			2,626,099			12,237,427

 

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, 2025 was approved, with a vote as follows:

 

Number of Votes:

 

FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
261,075,981			11,705,319			229,431			0

 

 

4.

Shareholder Proposal: Support Shareholder Ability to Call for a Special Shareholder Meeting received the majority of votes, with a vote as follows:

 

Number of Votes:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
182,883,670				77,497,039				392,595				12,237,427

 

CONSUMERS ENERGY COMPANY

 

At the concurrent Consumers Energy 2025 annual meeting of shareholders, the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 20, 2025. 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
Deborah H. Butler			84,183,455				9,326				161,728
Kurt L. Darrow			84,183,379				9,402				161,728
Ralph Izzo			84,185,104				7,677				161,728
Garrick J. Rochow			84,185,773				7,008				161,728
John G. Russell			84,186,564				6,217				161,728
Suzanne F. Shank			84,182,986				9,795				161,728
Myrna M. Soto			84,183,696				9,085				161,728
John G. Sznewajs			84,185,539				7,242				161,728
Ronald J. Tanski			84,185,729				7,052				161,728
Laura H. Wright			84,183,161				9,620				161,728

 

 

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
84,164,804			21,056			6,921			161,728

 

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, 2025 was approved, with a vote as follows:

 

Number of Votes:

 

FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
84,349,148			4,951			410			0

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

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 6, 2025	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary and Chief Compliance Officer

 

	CONSUMERS ENERGY COMPANY
Dated: May 6, 2025	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary and Chief Compliance Officer