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 (A Michigan Corporation) |
38-2726431 | ||
| 1-5611 |
CONSUMERS ENERGY COMPANY (A
Michigan Corporation) |
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 | ||
| Cumulative Redeemable Perpetual Preferred Stock, Series C | ||||
| 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 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 as follows: |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||
| 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 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 | |||||||||||||
| 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 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 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 nominees as follows: |
Number of Votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||
| 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 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 | |||||||||||||
| 84,181,128 | 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 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 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 and Chief Compliance Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: May 10, 2022 | By: | /s/ Melissa M. Gleespen |
| Melissa M. Gleespen | ||
| Vice President, Corporate Secretary and Chief Compliance Officer |